MPLX LP

11/04/2025 | Press release | Distributed by Public on 11/04/2025 12:08

Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations
Management's Discussion and Analysis of Financial Condition and Results of Operations should also be read in conjunction with the unaudited consolidated financial statements and accompanying footnotes included under Item 1. Financial Statements and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024.
Disclosures Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, particularly Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations and Item 3. 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," "focus," "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 ("ESG") plans and goals, including those related to greenhouse gas emissions and intensity, biodiversity, 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 the federal government shutdown, tariffs, inflation, interest rates, changes in governmental policies relating to refined petroleum products, crude oil, natural gas, NGLs, renewable diesel and other renewable fuels or taxation, including changes in tax regulations or guidance promulgated pursuant to the new legislation implemented in the One Big Beautiful Bill Act;
•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, if at all, 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, renewable diesel and other renewable fuels 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 renewable diesel and other renewable fuels;
•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, tariffs, 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 inability or failure of our joint venture partners to fund their share of operations and capital investments;
•the financing and distribution decisions of joint ventures we do not control;
•the availability of desirable strategic alternatives to optimize portfolio assets and our ability to obtain regulatory and other approvals with respect thereto, including MPLX's ability to successfully divest its Rockies gathering and processing operations (the "Rockies");
•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;
•the establishment or increase of tariffs on goods, including crude oil and other feedstocks imported into the United States, other trade protection measures or restrictions or retaliatory actions from foreign governments;
•changes in producer customers' drilling plans or in volumes of throughput of crude oil, natural gas, NGLs, refined products, other hydrocarbon-based products or renewable diesel and other renewable fuels;
•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 renewable diesel and other renewable fuels;
•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 renewable diesel and other renewable fuels;
•labor and material shortages;
•the timing and ability to obtain necessary regulatory approvals and permits and to satisfy other conditions necessary to complete planned projects or to consummate planned transactions within the expected timeframe, if at all;
•political pressure and influence of environmental groups and other stakeholders 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 renewable diesel and other renewable fuels;
•the imposition of windfall profit taxes, maximum margin penalties, minimum inventory requirements or refinery maintenance and turnaround supply plans on companies operating in the energy industry in California or other jurisdictions; and
•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.
For additional risk factors affecting our business, see the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2024. We undertake no obligation to update any forward-looking statements except to the extent required by applicable law.
MPLX Overview
We are a diversified, large-cap master limited partnership formed by MPC in 2012 that owns and operates midstream energy infrastructure and logistics assets, and provides fuels distribution services. 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 Crude Oil and Products Logistics segment gathers, transports, stores and distributes crude oil, refined products, including renewable diesel, and other hydrocarbon-based products. Additionally, the segment markets refined products. The profitability of pipeline transportation operations primarily depends on tariff rates and the volumes shipped through the pipelines. The profitability of marine operations primarily depends on the quantity and availability of our vessels and barges. The profitability of our terminal operations primarily depends on the throughput volumes at our terminals. The profitability of our fuels distribution services primarily depends on the sales volumes of certain refined products. The profitability of our refining logistics operations depends on the quantity and availability of our refining logistics assets. A majority of the crude oil and refined product shipments
on our pipelines and marine vessels, the throughput at our terminals and refining logistics assets serve MPC and our fuels distribution services are used solely by MPC. We have various long-term, fee-based commercial agreements related to services provided to MPC. Under these agreements, we receive various commitments of minimum throughput, storage and distribution volumes as well as commitments to pay for all available capacity of certain assets. The volume of crude oil that we transport is directly affected by the supply of, and refiner demand for, crude oil in the markets served directly by our crude oil pipelines, terminals and marine operations. Key factors in this supply and demand balance are the production levels of crude oil by producers in various regions or fields, the availability and cost of alternative modes of transportation, the volumes of crude oil processed at refineries and refinery and transportation system maintenance levels. The volume of refined products that we transport, store, distribute and market is directly affected by the production levels of, and user demand for, refined products in the markets served by our refined product pipelines and marine operations. In most of our markets, demand for gasoline and distillate peaks during the summer driving season, which extends from May through September of each year, and declines during the fall and winter months. As with crude oil, other transportation alternatives and system maintenance levels influence refined product movements.
Our Natural Gas and NGL Services segment gathers, processes and transports natural gas and transports, fractionates, stores and markets NGLs. NGL and natural gas prices are volatile and are impacted by changes in fundamental supply and demand, as well as market uncertainty, availability of NGL transportation and fractionation capacity and a variety of additional factors that are beyond our control. Natural Gas and NGL Services segment profitability is affected by prevailing commodity prices primarily as a result of processing at our own or third-party processing plants, purchasing and selling or gathering and transporting volumes of natural gas at index-related prices and the cost of third-party transportation and fractionation services. To the extent that commodity prices influence the level of natural gas drilling by our producer customers, such prices also affect profitability.
Significant Financial and Other Highlights
Significant financial highlights for the three months ended September 30, 2025 and September 30, 2024 are shown in the chart below. Refer to the Non-GAAP Financial Information, the Results of Operations and the Liquidity and Capital Resources sections for further information.
(1) Non-GAAP measure. See reconciliations that follow for the most directly comparable GAAP measures.
Other Highlights
•Announced a third quarter 2025 distribution of $1.0765 per common unit, representing a 12.5% increase over the prior quarter's distribution.
•Returned $1,075 million and $3,229 million of capital to unitholders in the three and nine months ended September 30, 2025, respectively, via distributions and unit repurchases.
•Completed the acquisition of Northwind Delaware Holdings LLC ("Northwind Midstream") in August 2025 for $2,413 million in cash (the "Northwind Midstream Acquisition").
•Completed the acquisition of the remaining 55 percent interest in BANGL, LLC ("BANGL") in July 2025 for $703 million in cash, plus an earnout provision of up to $275 million based on targeted EBITDA growth from 2026 to 2029 (the "BANGL Acquisition").
•Entered into a definitive agreement in August 2025 to divest its Rockies gathering and processing operations to a subsidiary of Harvest Midstream for $1.0 billion in cash consideration, subject to customary purchase price adjustments.
Current Economic Environment
We continue to see production increases across our key operating regions. In the Marcellus and Utica, rig counts remain steady and volumes remain strong. Producer consolidation further illustrates the value in the liquids-rich acreage of the Utica, where condensate development activity continues to increase. In the Permian, rising gas-oil ratios and the progression of export projects will support growth opportunities for our business. More broadly, we expect natural gas demand will accelerate over the next few years to provide increased electricity generation required for data centers and overall electric grid demand. As demand for natural gas-powered electricity rises, MPLX is well-positioned to support the development plans of its producer-customers. Additionally, MPLX is protected from significant volatility in our Crude Oil and Products Logistics segment and in the Marcellus and Utica regions due to our business model structured around long-term take-or-pay and capacity contracts.
Non-GAAP Financial Information
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.
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; (viii) transaction-related costs; and (ix) other adjustments, as applicable.
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.
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.
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 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 Liquidity and Capital Resources.
Results of Operations
The following tables and discussion summarize our results of operations, including a reconciliation of Adjusted EBITDA and DCF from Net income and Net cash provided by operating activities, the most directly comparable GAAP financial measures. This discussion should be read in conjunction with Item 1. Financial Statements and is intended to provide investors with a reasonable basis for assessing our historical operations, but should not serve as the only criteria for predicting our future performance.
Three Months Ended September 30, Nine Months Ended September 30,
(In millions) 2025 2024 Variance 2025 2024 Variance
Revenues and other income:
Service revenue $ 1,844 $ 1,775 $ 69 $ 5,406 $ 5,152 $ 254
Rental income 296 279 17 851 831 20
Product related revenue 615 570 45 1,869 1,620 249
Sales-type lease revenue 150 152 (2) 454 461 (7)
Income from equity method investments 186 149 37 542 631 (89)
Gain on equity method investments 484 - 484 484 20 464
Other income 44 47 (3) 140 155 (15)
Total revenues and other income 3,619 2,972 647 9,746 8,870 876
Costs and expenses:
Cost of revenues (excludes items below) 395 404 (9) 1,153 1,159 (6)
Purchased product costs 493 403 90 1,384 1,148 236
Rental cost of sales 26 27 (1) 73 75 (2)
Purchases - related parties 396 402 (6) 1,234 1,162 72
Depreciation and amortization 346 322 24 996 959 37
General and administrative expenses 126 107 19 345 323 22
Other taxes 36 32 4 101 99 2
Total costs and expenses 1,818 1,697 121 5,286 4,925 361
Income from operations 1,801 1,275 526 4,460 3,945 515
Net interest and other financial costs 243 226 17 706 692 14
Income before income taxes 1,558 1,049 509 3,754 3,253 501
Provision for income taxes 3 2 1 5 5 -
Net income 1,555 1,047 508 3,749 3,248 501
Less: Net income attributable to noncontrolling interests 10 10 - 30 30 -
Net income attributable to MPLX LP 1,545 1,037 508 3,719 3,218 501
Adjusted EBITDA attributable to MPLX LP(1)
1,766 1,714 52 5,213 5,002 211
DCF attributable to MPLX(1)
$ 1,468 $ 1,446 $ 22 $ 4,374 $ 4,220 $ 154
(1) Non-GAAP measure. See reconciliation below to the most directly comparable GAAP measures.
Three Months Ended September 30, Nine Months Ended September 30,
(In millions) 2025 2024 2025 2024
Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to LP unitholders from Net income:
Net income $ 1,555 $ 1,047 $ 3,749 $ 3,248
Provision for income taxes 3 2 5 5
Net interest and other financial costs 243 226 706 692
Income from operations 1,801 1,275 4,460 3,945
Depreciation and amortization 346 322 996 959
Income from equity method investments (186) (149) (542) (631)
Distributions/adjustments related to equity method investments 251 253 707 671
Gain on equity method investments (484) - (484) -
Transaction-related costs(1)
21 - 21 -
Other(2)
28 24 88 91
Adjusted EBITDA 1,777 1,725 5,246 5,035
Adjusted EBITDA attributable to noncontrolling interests (11) (11) (33) (33)
Adjusted EBITDA attributable to MPLX LP 1,766 1,714 5,213 5,002
Deferred revenue impacts (6) (15) (34) 6
Sales-type lease payments, net of income 21 7 48 20
Adjusted net interest and other financial costs(3)
(236) (212) (680) (651)
Maintenance capital expenditures, net of reimbursements (70) (40) (150) (120)
Equity method investment maintenance capital expenditures paid out (4) (4) (12) (11)
Other (3) (4) (11) (26)
DCF attributable to MPLX LP 1,468 1,446 4,374 4,220
Preferred unit distributions - (6) - (21)
DCF attributable to LP unitholders $ 1,468 $ 1,440 $ 4,374 $ 4,199
(1) Transaction-related costs include costs associated with acquisition and divestiture-related activities, including significant transactions discussed in Item 1. Financial Statements - Note 3.
(2) Includes unrealized derivative gain/(loss), equity-based compensation and other miscellaneous items.
(3) Represents Net interest and other financial costs excluding gain/loss on extinguishment of debt and amortization of deferred financing costs.
Three Months Ended September 30, Nine Months Ended September 30,
(In millions) 2025 2024 2025 2024
Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to LP unitholders from Net cash provided by operating activities:
Net cash provided by operating activities $ 1,431 $ 1,415 $ 4,413 $ 4,271
Changes in working capital items 40 40 (43) (55)
All other, net - (3) (4) (13)
Loss on extinguishment of debt - - 3 -
Adjusted net interest and other financial costs(1)
236 212 680 651
Other adjustments to equity method investment distributions 15 34 76 75
Transaction-related costs(2)
21 - 21 -
Other 34 27 100 106
Adjusted EBITDA 1,777 1,725 5,246 5,035
Adjusted EBITDA attributable to noncontrolling interests (11) (11) (33) (33)
Adjusted EBITDA attributable to MPLX LP 1,766 1,714 5,213 5,002
Deferred revenue impacts (6) (15) (34) 6
Sales-type lease payments, net of income 21 7 48 20
Adjusted net interest and other financial costs(1)
(236) (212) (680) (651)
Maintenance capital expenditures, net of reimbursements (70) (40) (150) (120)
Equity method investment maintenance capital expenditures paid out (4) (4) (12) (11)
Other (3) (4) (11) (26)
DCF attributable to MPLX LP 1,468 1,446 4,374 4,220
Preferred unit distributions - (6) - (21)
DCF attributable to LP unitholders $ 1,468 $ 1,440 $ 4,374 $ 4,199
(1) Represents Net interest and other financial costs excluding gain/loss on extinguishment of debt and amortization of deferred financing costs.
(2) Transaction-related costs include costs associated with acquisition and divestiture-related activities, including significant transactions discussed in Item 1. Financial Statements - Note 3.
Three months ended September 30, 2025 compared to three months ended September 30, 2024
Net income attributable to MPLX increased $508 million in the third quarter of 2025 compared to the third quarter of 2024.
Total revenues and other income increased $647 million in the third quarter of 2025 compared to the third quarter of 2024 primarily due to:
•Increased Service revenue of $69 million primarily due to $32 million of crude oil and products logistics tariff and other fee increases and $28 million from recent acquisitions.
•Increased Product related revenue of $45 million primarily due to higher NGL sales volumes in the Southwest and Marcellus of $89 million, partially offset by lower NGL prices in the Southwest, Marcellus and Southern Appalachia.
•Increased Income from equity method investments of $37 million primarily driven by increased throughput and fee rates in certain processing and pipeline joint ventures. See Supplemental Information on Equity Method Investments for additional information regarding the results of our equity method investments.
•Increased Gain on equity method investments of $484 million from the BANGL Acquisition in the third quarter of 2025.
Total costs and expenses increased by $121 million in the third quarter of 2025 compared to the same period of 2024 primarily due to:
•Decreased Cost of revenues of $9 million primarily due to lower NGL purchases in the Rockies of $29 million, which are now reflected in Purchased product costs due to changes in certain customer contracts, partially offset by $8 million of incremental operating costs as a result of recent acquisitions and $7 million of higher net operating costs and repairs and maintenance costs.
•Increased Purchased product costs of $90 million primarily due to higher NGL volumes in the Southwest of $80 million and higher NGL volumes in the Rockies of $23 million, which were previously recorded in Cost of revenues due to changes in certain customer contracts. The increase was partially offset by lower NGL prices in the Southwest of $10 million.
•Decreased Purchases - related parties of $6 million primarily due to $17 million of lower related party transportation costs as a result of the BANGL Acquisition, partially offset by increased costs from MPC.
Nine months ended September 30, 2025 compared to nine months ended September 30, 2024
Net income attributable to MPLX increased $501 million in the first nine months of 2025 compared to the same period of 2024.
Total revenues and other income increased $876 million in the first nine months of 2025 compared to the same period of 2024 primarily due to:
•Increased Service revenue of $254 million primarily due to $96 million of crude oil and products logistics tariff and other fee increases and $61 million of higher pipeline throughput. Other increases in the first nine months of 2025 include $46 million from recent acquisitions and $11 million of additional marine equipment.
•Increased Product related revenue of $249 million primarily due to higher NGL sales volumes in the Southwest and Marcellus of $255 million and a $27 million non-recurring benefit associated with a customer agreement.
•Decreased Income from equity method investments of $89 million primarily driven by a $151 million gain in the 2024 period related to the dilution of our ownership interest in connection with the formation of a new joint venture to strategically combine the Whistler Pipeline and the Rio Bravo Pipeline project (the "Whistler Joint Venture Transaction"), partially offset by increased throughput and fee rates in certain processing and pipeline joint ventures and a $25 million gain in the first half of 2025 related to the formation of a new joint venture, Texas City Logistics LLC. See Supplemental Information on Equity Method Investments for additional information regarding the results of our equity method investments.
•Increased Gain on equity method investments of $464 million, primarily driven by a $484 million gain from the BANGL Acquisition, partially offset by a $20 million gain related to the acquisition of additional ownership interest in existing joint ventures and gathering assets in the Utica basin (the "Utica Midstream Acquisition") in the 2024 period.
•Decreased Other income of $15 million primarily due to higher insurance proceeds of $25 million received in the first nine months of 2024, partially offset by marine services rate increases.
Total costs and expenses increased by $361 million in the first nine months of 2025 compared to the same period of 2024 primarily due to:
•Decreased Cost of revenues of $6 million primarily due to lower NGL purchases in the Rockies of $57 million, which are now reflected in Purchased product costs due to changes in certain customer contracts, and $23 million of lower project-related spending, partially offset by higher net operating costs and repairs and maintenance costs of $57 million and the consolidation of recent acquisitions of $11 million.
•Increased Purchased product costs of $236 million primarily due to higher NGL volumes in the Southwest of $191 million, higher NGL volumes in the Rockies of $46 million, which were previously recorded in Cost of revenues due to changes in certain customer contracts, and higher NGL prices in the Southwest of $16 million. The increases were partially offset by a decrease in the fair value of an embedded derivative in a natural gas purchase commitment of $14 million.
•Increased Purchases - related parties of $72 million primarily due to $69 million of higher employee costs from MPC.
Segment Results
In the fourth quarter of 2024, we renamed and modified the composition of our segments to better reflect the product-based value chains and growth strategy of MPLX's operations. Certain prior period segment information has been recast for comparability.
We classify our business in the following reportable segments: Crude Oil and Products Logistics and Natural Gas and NGL Services. 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; (vii) transaction-related costs; 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.
The tables below present additional financial information about our reported segments for the three and nine months ended September 30, 2025 and September 30, 2024.
Crude Oil and Products Logistics Segment
Third Quarter Crude Oil and Products Logistics Segment Financial Highlights (in millions)
Three Months Ended September 30, Nine Months Ended September 30,
(In millions) 2025 2024 Variance 2025 2024 Variance
Total segment revenues and other income $ 1,660 $ 1,607 $ 53 $ 4,887 $ 4,732 $ 155
Segment Adjusted EBITDA 1,137 1,094 43 3,372 3,252 120
Capital expenditures 147 112 35 391 299 92
Investments in unconsolidated affiliates(1)
$ 13 $ 1 $ 12 $ 13 $ 93 $ (80)
(1) The nine months ended September 30, 2024 includes a contribution of $92 million to a joint venture ("Dakota Access") that owns and operates the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects to fund our share of a debt repayment by the joint venture.
Three months ended September 30, 2025 compared to three months ended September 30, 2024
Total segment revenues and other income increased $53 million in the third quarter of 2025 compared to the same period of 2024. This was primarily driven by $39 million of rate increases, $7 million from the March 2025 Whiptail Midstream acquisition and $3 million of additional marine equipment in operation.
Segment Adjusted EBITDA increased $43 million in the third quarter of 2025 compared to the same period of 2024. The increase was driven by $39 million of rate increases, $6 million from the March 2025 Whiptail Midstream acquisition and $3 million of additional marine equipment in operation. These increases were partially offset by higher operating costs of $8 million driven primarily by higher employee costs from MPC and increased energy costs.
Nine months ended September 30, 2025 compared to nine months ended September 30, 2024
Total segment revenues and other income increased $155 million the first nine months of 2025 compared to the same period of 2024. This was primarily driven by $108 million of rate increases, $63 million of increased pipeline throughput, $16 million from the March 2025 Whiptail Midstream acquisition and $11 million of additional marine equipment in operation, partially offset by lower insurance proceeds of $25 million. Income from equity method investments decreased $27 million the first nine months of 2025 compared to the same period of 2024, primarily driven by lower throughputs at certain equity method investments. See Supplemental Information on Equity Method Investments for additional information regarding the results of our equity method investments.
Segment Adjusted EBITDA increased $120 million the first nine months of 2025 compared to the same period of 2024. The increase was driven by $108 million of rate increases, $63 million of increased pipeline throughput, $13 million from the March 2025 Whiptail Midstream acquisition and $11 million of additional marine equipment in operation. These increases were partially offset by higher operating costs of $33 million driven primarily by higher employee costs from MPC and increased energy costs as a result of higher throughputs, as well as lower distributions from equity method investments of $17 million and higher project related spending of $12 million. Additionally, the first nine months of 2025 reflects $25 million of lower insurance proceeds as compared to the first nine months of 2024.
Crude Oil and Products Logistics Operating Data
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2025 2024 2025 2024
Crude Oil and Products Logistics
Pipeline throughput (mbpd)
Crude oil pipelines 3,867 3,895 3,929 3,769
Product pipelines 2,055 2,056 2,056 1,987
Total pipelines 5,922 5,951 5,985 5,756
Average tariff rates ($ per barrel)(1)
Crude oil pipelines $ 1.08 $ 1.01 $ 1.06 $ 1.01
Product pipelines 1.09 1.01 1.08 0.99
Total pipelines $ 1.08 $ 1.01 $ 1.07 $ 1.00
Terminal throughput (mbpd) 3,173 3,268 3,151 3,132
Marine Assets (number in operation)(2)
Barges 320 311 320 311
Towboats 29 28 29 28
(1) Average tariff rates calculated using pipeline transportation revenues divided by pipeline throughput barrels. Transportation revenues include tariff and other fees, which may vary by region and nature of services provided.
(2) Represents total at end of period.
Natural Gas and NGL Services Segment
Third Quarter Natural Gas and NGL Services Segment Financial Highlights (in millions)
Three Months Ended September 30, Nine Months Ended September 30,
(In millions) 2025 2024 Variance 2025 2024 Variance
Total segment revenues and other income $ 1,959 $ 1,365 $ 594 $ 4,859 $ 4,138 $ 721
Segment Adjusted EBITDA 629 620 9 1,841 1,750 91
Capital expenditures 447 189 258 812 421 391
Investments in unconsolidated affiliates $ 227 $ 31 $ 196 $ 549 $ 93 $ 456
Three months ended September 30, 2025 compared to three months ended September 30, 2024
Total segment revenues and other income increased $594 million in the third quarter of 2025 compared to the same period of 2024 primarily due to the recognition of a $484 million gain from the BANGL Acquisition. Revenues in the third quarter of 2025 benefited from $89 million of higher NGL sales volumes in the Southwest and Marcellus and $21 million from recent acquisitions, partially offset by lower NGL prices in the Southwest, Marcellus and Southern Appalachia. Income from equity method investments increased $36 million, primarily due to increased throughput and fee rates in certain processing and pipeline joint ventures. See Supplemental Information on Equity Method Investments for additional information regarding the results of our equity method investments.
Segment Adjusted EBITDA increased $9 million in the third quarter of 2025 compared to the same period of 2024. This increase is primarily due to contributions from recent acquisitions of $37 million and higher throughput fee rates of $10 million, partially offset by lower volumes in the Rockies and Bakken of $12 million, higher operating costs of $11 million and lower NGL prices of $8 million.
Nine months ended September 30, 2025 compared to nine months ended September 30, 2024
Total segment revenues and other income increased $721 million in the first nine months of 2025 compared to the same period of 2024 primarily due to the recognition of a $484 million gain from the BANGL Acquisition, $255 million of higher NGL sales volumes in the Southwest and Marcellus, a $34 million non-recurring benefit associated with a customer agreement and $30 million from recent acquisitions. These increases were partially offset by lower income from equity method investments of $62 million, primarily driven by a $151 million gain in the second quarter of 2024 related to the dilution of our ownership interest in connection with the Whistler Joint Venture Transaction.
Additional impacts from equity method investments included increased throughput and fee rates in certain processing and pipeline joint ventures, a $25 million gain in the first nine months of 2025 related to the formation of a new joint venture, Texas City Logistics LLC, and a $6 million benefit from the Utica Midstream Acquisition that was completed in the first quarter of 2024. See Supplemental Information on Equity Method Investments for additional information regarding the results of our equity method investments.
Segment Adjusted EBITDA increased $91 million in the first nine months of 2025 compared to the same period of 2024. This increase is primarily due to $44 million of higher distributions and adjustments from equity method investments, $37 million in contributions from recent acquisitions, a $37 million non-recurring benefit associated with a customer agreement and $30 million of higher throughput fee rates, partially offset by higher operating costs of $34 million and lower volumes in the Rockies and Bakken of $27 million.
Natural Gas and NGL Services Operating Data
(1) Other includes Southern Appalachia, Bakken and Rockies Operations.
MPLX LP(1)
MPLX LP Operated(2)
Three Months Ended
September 30, 		Three Months Ended
September 30,
2025 2024 2025 2024
Natural Gas and NGL Services
Gathering Throughput (MMcf/d)
Marcellus Operations 1,517 1,527 1,517 1,527
Utica Operations - 354 2,754 2,616
Southwest Operations(3)
1,882 1,813 1,882 1,813
Bakken Operations 157 181 157 181
Rockies Operations 529 542 596 600
Total gathering throughput 4,085 4,417 6,906 6,737
Natural Gas Processed (MMcf/d)
Marcellus Operations 4,466 4,393 6,180 6,013
Utica Operations - - 983 794
Southwest Operations 1,983 1,977 1,983 1,977
Southern Appalachia Operations 168 215 168 215
Bakken Operations 157 179 157 179
Rockies Operations 604 597 604 597
Total natural gas processed 7,378 7,361 10,075 9,775
C2 + NGLs Fractionated (mbpd)
Marcellus Operations(4)
580 550 580 550
Utica Operations(4)
- - 67 48
Southern Appalachia Operations 11 12 11 12
Bakken Operations 14 20 14 20
Rockies Operations 5 5 5 5
Total C2 + NGLs fractionated(5)
610 587 677 635
MPLX LP(1)
MPLX LP Operated(2)
Nine Months Ended
September 30 		Nine Months Ended
September 30
2025 2024 2025 2024
Natural Gas and NGL Services
Gathering Throughput (MMcf/d)
Marcellus Operations 1,501 1,515 1,501 1,515
Utica Operations 88 239 2,587 2,522
Southwest Operations(3)
1,801 1,668 1,801 1,668
Bakken Operations 165 183 165 183
Rockies Operations 539 563 609 639
Total gathering throughput 4,094 4,168 6,663 6,527
Natural Gas Processed (MMcf/d)
Marcellus Operations 4,368 4,360 6,059 5,963
Utica Operations - - 962 801
Southwest Operations 1,895 1,786 1,895 1,786
Southern Appalachian Operations 187 218 187 218
Bakken Operations 164 182 164 182
Rockies Operations 599 622 599 622
Total natural gas processed 7,213 7,168 9,866 9,572
C2 + NGLs Fractionated (mbpd)
Marcellus Operations(4)
564 558 564 558
Utica Operations(4)
- - 64 49
Southern Appalachian Operations 10 12 10 12
Bakken Operations 14 20 14 20
Rockies Operations 5 5 5 5
Total C2 + NGLs fractionated(5)
593 595 657 644
(1) This column represents operating data for entities that have been consolidated into the MPLX financial statements.
(2) This column represents operating data for entities that have been consolidated into the MPLX financial statements as well as operating data for MPLX-operated equity method investments.
(3) In addition to the amounts presented, Northwind Midstream treated volumes during the three and nine months ended September 30, 2025 were 36 MMcf/d and 12 MMcf/d, respectively.
(4) Entities within the Marcellus and Utica Operations jointly own the Hopedale fractionation complex. Hopedale throughput is included in the Marcellus and Utica Operations and represents each region's utilization of the complex.
(5) Purity ethane makes up approximately 279 mbpd and 246 mbpd of MPLX LP consolidated total fractionated products for the three months ended September 30, 2025 and September 30, 2024, respectively, and approximately 267 mbpd and 258 mbpd of total fractionated products for the nine months ended September 30, 2025 and September 30, 2024, respectively. Purity ethane makes up approximately 300 mbpd and 262 mbpd of MPLX LP Operated total fractionated products for the three months ended September 30, 2025 and September 30, 2024, respectively, and approximately 287 mbpd and 273 mbpd of total fractionated products for the nine months ended September 30, 2025 and September 30, 2024, respectively.
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2025 2024 2025 2024
Pricing Information
Natural Gas NYMEX HH ($ per MMBtu) $ 3.07 $ 2.23 $ 3.48 $ 2.22
C2 + NGL Pricing ($ per gallon)(1)
$ 0.74 $ 0.80 $ 0.82 $ 0.84
(1) 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.
Supplemental Information on Equity Method Investments
The following table presents MPLX's income from equity method investments for the three and nine months ended September 30, 2025 and September 30, 2024:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Income from equity method investments:
Crude Oil and Products Logistics
Illinois Extension Pipeline Company, L.L.C. $ 12 $ 15 $ 39 $ 44
LOOP LLC 6 3 9 9
MarEn Bakken Company LLC 17 23 60 76
Other 36 29 78 84
Total Crude Oil and Products Logistics
71 70 186 213
Natural Gas and NGL Services
MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C. 19 17 55 53
MarkWest Utica EMG, L.L.C. 35 19 94 57
Ohio Gathering Company L.L.C. 10 4 26 7
Sherwood Midstream LLC 29 27 86 81
WPC Parent, LLC(1)
21 16 62 218
Other(2)
1 (4) 33 2
Total Natural Gas and NGL Services 115 79 356 418
Total $ 186 $ 149 $ 542 $ 631
(1) In May 2024, MPLX completed the Whistler Joint Venture Transaction, which resulted in the formation of a new entity, WPC Parent, LLC. Results include the equity method investment income of our interest in Whistler Pipeline, LLC, prior to the transaction date, and results of the equity method investment income of our ownership in WPC Parent, LLC, subsequent to the transaction date. The nine months ended September 30, 2024 includes a gain of $151 million related to the dilution of our ownership interest in connection with the Whistler Joint Venture Transaction.
(2) Includes a $25 million gain in the first nine months of 2025 related to the formation of a new joint venture, Texas City Logistics LLC.
The following table presents the impact of equity method investment distributions and other adjustments included in MPLX's EBITDA for the three and nine months ended September 30, 2025 and September 30, 2024:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Distributions/adjustments related to equity method investments:
Crude Oil and Products Logistics
Illinois Extension Pipeline Company, L.L.C. $ 16 $ 18 $ 38 $ 41
LOOP LLC 4 5 21 14
MarEn Bakken Company LLC 25 27 78 87
Other 39 37 96 109
Total Crude Oil and Products Logistics
84 87 233 251
Natural Gas and NGL Services
MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C. 23 22 53 62
MarkWest Utica EMG, L.L.C. 46 32 124 90
Ohio Gathering Company L.L.C. 17 13 47 24
Sherwood Midstream LLC 34 28 95 90
WPC Parent, LLC(1)
29 56 90 123
Other 18 15 65 31
Total Natural Gas and NGL Services 167 166 474 420
Total $ 251 $ 253 $ 707 $ 671
(1) In May 2024, MPLX completed the Whistler Joint Venture Transaction, which resulted in the formation of a new entity, WPC Parent, LLC. Results include the equity method investment distributions and adjustments of our interest in Whistler Pipeline, LLC, prior to the transaction date, and results of the equity method investment distributions and adjustments of our ownership in WPC Parent, LLC, subsequent to the transaction date.
Seasonality
The volume of crude oil and refined products transported and stored utilizing our assets is affected by the level of supply and demand for crude oil and refined products in the markets served directly or indirectly by our assets. The majority of effects of seasonality on the Crude Oil and Products Logistics segment's revenues are mitigated through the use of capacity-based agreements and minimum volume commitments.
In our Natural Gas and NGL Services segment, we experience minimal impacts from seasonal fluctuations, which impact the demand for natural gas and NGLs and the related commodity prices caused by various factors including variations in weather patterns from year to year. Overall, our exposure to the seasonality fluctuations is limited due to the nature of our fee-based business.
Liquidity and Capital Resources
Cash Flows
Our cash and cash equivalents were $1,765 million at September 30, 2025 and $1,519 million at December 31, 2024. 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 were as follows:
Nine Months Ended
September 30,
(In millions) 2025 2024
Net cash provided by (used in):
Operating activities $ 4,413 $ 4,271
Investing activities (4,934) (1,646)
Financing activities 767 (1,247)
Total $ 246 $ 1,378
Net cash provided by operating activities increased $142 million in the first nine months of 2025 compared to the same period of 2024, primarily due to improved results from operations and higher cash distributions from equity method investments.
Net cash used in investing activities increased $3,288 million in the first nine months of 2025 compared to the same period of 2024, primarily due to the acquisition of Northwind Midstream for $2,413 million, the purchase of the remaining 55 percent interest in BANGL for $703 million, the purchase ofan additional five percent ownership interest in the joint venture that owns and operates the Matterhorn Express pipeline for $151 million, higher capital spending and a $134 million cash distribution received in the second quarter of 2024 in connection with the Whistler Joint Venture Transaction.
Net cash provided by financing activities increased $2,014 million in the first nine months of 2025 compared to the same period of 2024, primarily driven by increased net debt borrowings of $2,448 million, partially offset by higher distributions to unitholders of $306 million as a result of the 12.5 percent increase in our quarterly distribution effective for the third quarter of 2024, and higher unit repurchases of $74 million.
Adjusted Free Cash Flow
The following table provides a reconciliation of Adjusted FCF and Adjusted FCF after distributions from net cash provided by operating activities for the three and nine months ended September 30, 2025 and September 30, 2024.
Three Months Ended
September 30, 		Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Net cash provided by operating activities(1)
$ 1,431 $ 1,415 $ 4,413 $ 4,271
Adjustments to reconcile net cash provided by operating activities to adjusted free cash flow
Net cash used in investing activities(2)
(3,731) (536) (4,934) (1,646)
Contributions from MPC 6 8 20 26
Distributions to noncontrolling interests (11) (11) (33) (33)
Adjusted FCF (2,305) 876 (534) 2,618
Distributions paid to common and preferred unitholders (975) (873) (2,929) (2,623)
Adjusted FCF after distributions $ (3,280) $ 3 $ (3,463) $ (5)
(1) The three months ended September 30, 2025and September 30, 2024 include working capital builds of $40 million and $40 million, respectively. The nine months ended September 30, 2025and September 30, 2024 include working capital draws of $43 million and $55 million, respectively.
(2) The three and nine months ended September 30, 2025 include $703 millionfor the BANGL Acquisition, $2.4 billion for the Northwind Midstream Acquisition, a $49 million capital contribution to WPC Parent, LLC to purchase Enbridge's special membership interest in the Rio Bravo Pipeline project, and a $13 million payment related to an earnout associated with MXP Parent, LLC. The nine months ended September 30, 2025 also includes the Whiptail Midstream acquisition for $237 million and $151 million related to the acquisition of additional interest in the joint venture that owns and operates Matterhorn Express Pipeline. The three and nine months ended September 30, 2024 include $210 million and $18 million related to the acquisition of additional interests in BANGL and Wink to Webster Pipeline, LLC, respectively. The nine months ended September 30, 2024 also includes the Utica Midstream Acquisition for $625 million, a $134 million cash distribution received in connection with the Whistler Joint Venture Transaction, and a contribution of $92 million to Dakota Access to fund our share of a debt repayment by the joint venture.
Debt and Liquidity Overview
The following table summarizes debt issuances during the nine months ended September 30, 2025, all of which were issued in an underwritten public offering:
Issue Date Aggregate Principal Amount
(in millions) 		Note(s) Coupon (percent) Price to Public
(percent of par) 		Interest Payment Dates Maturity Date
March 10, 2025 $ 1,000
(1)
5.400 99.398 April 1 and October 1 April 1, 2035
March 10, 2025 1,000
(1)
5.950 98.331 April 1 and October 1 April 1, 2055
August 11, 2025 1,250
(2)
4.800 99.880 February 15 and August 15 February 15, 2031
August 11, 2025 750
(2)
5.000 98.936 January 15 and July 15 January 15, 2033
August 11, 2025 1,500
(2)
5.400 98.943 March 15 and September 15 September 15, 2035
August 11, 2025 $ 1,000
(2)
6.200 98.277 March 15 and September 15 September 15, 2055
(1) On April 9, 2025, MPLX used $1.2 billion of the net proceeds from the issuance of senior notes in March 2025 to redeem all of (i) MPLX's outstanding $1,189 million aggregate principal amount of 4.875 percent senior notes due June 2025 and (ii) MarkWest's outstanding $11 million aggregate principal amount of 4.875 percent senior notes due June 2025. MPLX intends to use the remaining net proceeds for general partnership purposes.
(2) We used a portion of the net proceeds from this offering to fund the Northwind Midstream Acquisition, including the payment of related fees and expenses, and to increase cash and cash equivalents following the recently completed BANGL Acquisition and BANGL debt repayment. We intend to use the remainder of the net proceeds from this offering for general partnership purposes, which may include capital expenditures and working capital.
On February 18, 2025, MPLX repaid all of MPLX's outstanding $500 million aggregate principal amount of 4.000 percent senior notes due February 2025 at maturity.
On July 3, 2025, MPLX used cash on hand to extinguish approximately $656 million principal amount of debt outstanding, including interest, related to certain term and revolving loans assumed as part of the BANGL Acquisition. See Note 3 to the unaudited consolidated financial statements for additional information on the BANGL Acquisition.
Our intention is to maintain an investment-grade credit profile. As of September 30, 2025, the credit ratings on our senior unsecured debt were at or above investment grade level as follows:
Rating Agency Rating
Fitch BBB (stable outlook)
Moody's Baa2 (stable outlook)
Standard & Poor's BBB (stable outlook)
The ratings reflect the respective views of the rating agencies and should not be interpreted as a recommendation to buy, sell or hold our securities. Although it is our intention to maintain a credit profile that supports an investment grade rating, there is no assurance that these ratings will continue for any given period of time. The ratings may be revised or withdrawn entirely by the rating agencies if, in their respective judgments, circumstances so warrant. A rating from one rating agency should be evaluated independently of ratings from other rating agencies.
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 MPLX's credit agreement (the "MPLX Credit Agreement") and may limit our ability to obtain future financing, including refinancing existing indebtedness.
Our liquidity totaled $5.3 billion at September 30, 2025 consisting of:
September 30, 2025
(In millions) Total Capacity Outstanding Borrowings Available
Capacity
MPLX Credit Agreement $ 2,000 $ - $ 2,000
MPC Loan Agreement 1,500 - 1,500
Total $ 3,500 $ - 3,500
Cash and cash equivalents 1,765
Total liquidity $ 5,265
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.
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.
The MPLX Credit Agreement matures in July 2027 and contains certain representations and warranties, affirmative and restrictive covenants and events of default that we consider to be usual and customary for an agreement of this type. As of September 30, 2025, we were in compliance with such covenants.
MPLX is party to a loan agreement with MPC, which is 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 maturity.
Equity and Preferred Units Overview
Unit Repurchase Program
On August 5, 2025, we announced a board authorization for the repurchase of up to $1.0 billion of MPLX common units held by the public in addition to the $1.0 billion common unit repurchase authorization announced on August 2, 2022. The common unit repurchase authorizations have 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.
Total unit repurchases were as follows for the respective periods:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
(In millions, except per unit data) 2025 2024 2025 2024
Number of common units repurchased 2 2 6 5
Cash paid for common units repurchased(1)
$ 100 $ 76 $ 300 $ 226
Average cost per unit(1)
$ 50.86 $ 42.89 $ 51.20 $ 41.32
(1) Cash paid for common units repurchased and average cost per unit includes commissions paid to brokers during the period.
As of September 30, 2025, we had $1.2 billion remaining under the unit repurchase authorizations.
Series A Redeemable Preferred Unit Conversions
On February 11, 2025, MPLX exercised its right to convert the remaining 6 million outstanding Series A preferred units into common units in accordance with the conversion provision outlined in our Sixth Amended and Restated Agreement of Limited Partnership.
Distributions
On October 28, 2025, MPLX declared a cash distribution for the third quarter of 2025, totaling $1,095 million, or $1.0765 per common unit. This distribution will be paid on November 14, 2025, to common unitholders of record on November 7, 2025. Although our partnership agreement requires that we distribute all of our available cash (as defined in the partnership agreement) each quarter, we do not otherwise have a legal obligation to distribute any particular amount per common unit.
The allocation of total cash distributions is as follows for the three and nine months ended September 30, 2025 and September 30, 2024. MPLX's distributions are declared subsequent to quarter end; therefore, the following table represents total cash distributions applicable to the period in which the distributions were earned.
Three Months Ended
September 30, 		Nine Months Ended
September 30,
(In millions, except per unit data) 2025 2024 2025 2024
Distribution declared:
Limited partner units - public $ 397 $ 355 $ 1,110 $ 986
Limited partner units - MPC 698 619 1,936 1,720
Total LP distribution declared 1,095 974 3,046 2,706
Series A preferred units - 6 - 21
Total distribution declared $ 1,095 $ 980 $ 3,046 $ 2,727
Quarterly cash distributions declared per limited partner common unit $ 1.0765 $ 0.9565 $ 2.9895 $ 2.6565
Capital Expenditures
Our operations are capital intensive, requiring investments to expand, upgrade, enhance or maintain existing operations and to meet environmental and operational regulations. Our capital requirements consist of growth capital expenditures and maintenance capital expenditures. Growth capital expenditures are those incurred for acquisitions or capital improvements that we expect will increase our operating capacity for volumes gathered, processed, transported or fractionated or decrease operating expenses within our facilities or increase income from operations over the long term. Examples of growth capital expenditures include costs to develop or acquire additional pipeline, terminal, processing or storage capacity. In general, growth capital includes costs that are expected to generate additional or new cash flow for MPLX. In contrast, maintenance capital expenditures are expenditures made to replace partially or fully depreciated assets, to maintain the existing operating capacity of our assets and to extend their useful lives, or other capital expenditures that are incurred to maintain existing system volumes and related cash flows.
MPLX's initial capital investment plan for 2025 is $2.0 billion, net of reimbursements and excluding capitalized interest, acquisitions and any incremental capital project expenditures associated with acquisitions made during the year. The initial capital investment plan includes growth capital of $1.7 billion and maintenance capital of $300 million. Growth capital expenditures and investments in affiliates during the nine months ended September 30, 2025 were primarily for expanding our Permian to Gulf Coast integrated natural gas and NGL value chain, gas processing plants in the Marcellus and Permian basins and gas gathering projects in the Marcellus, Utica and Permian basins. We continuously evaluate our capital plan and make changes as conditions warrant.
Our capital expenditures are shown in the table below:
Nine Months Ended
September 30,
(In millions) 2025 2024
Capital expenditures:
Growth capital expenditures $ 1,019 $ 569
Growth capital reimbursements (100) (64)
Investments in unconsolidated affiliates(1)
562 186
Return of capital(2)
(101) (4)
Capitalized interest (22) (12)
Total growth capital expenditures(3)
1,358 675
Maintenance capital expenditures 184 151
Maintenance capital reimbursements (34) (31)
Capitalized interest (3) (2)
Total maintenance capital expenditures 147 118
Total growth and maintenance capital expenditures 1,505 793
Investments in unconsolidated affiliates(1)
(562) (186)
Return of capital(2)
101 4
Growth and maintenance capital reimbursements(4)
134 95
(Increase)/Decrease in capital accruals (131) 28
Capitalized interest 25 14
Other 22 -
Additions to property, plant and equipment $ 1,094 $ 748
(1) Investments in unconsolidated affiliates and additions to property, plant and equipment are shown as separate lines within investing activities in the Consolidated Statements of Cash Flows. Investments in unconsolidated affiliates for the nine months ended September 30, 2025 exclude $151 million related to the acquisition of additional interest in the joint venture that owns and operates the Matterhorn Express Pipeline, a $49 million capital contribution to WPC Parent, LLC to purchase Enbridge's special membership interest in the Rio Bravo Pipeline project, and a $13 million payment related to earnout associated with MXP Parent, LLC. Investments in unconsolidated affiliates for the nine months ended September 30, 2024 exclude $210 million and $18 million related to the acquisition of additional interests in BANGL and Wink to Webster Pipeline LLC, respectively.
(2) Return of capital for the nine months ended September 30, 2025 excludes $42 million in special distributions received in exchange for the contribution of assets to a joint venture. Return of capital for the nine months ended September 30, 2024 excludes a $134 million cash distribution in connection with the Whistler Joint Venture Transaction.
(3) Total growth capital expenditures for the nine months ended September 30, 2025 and September 30, 2024 exclude acquisitions of $3,316 million and $622 million, net of cash acquired, respectively.
(4) Growth capital reimbursements are generally included in changes in deferred revenue within operating activities in the Consolidated Statements of Cash Flows. Maintenance capital reimbursements are included in the Contributions from MPC line within financing activities in the Consolidated Statements of Cash Flows.
We participate in joint ventures, which, in turn, also invest in capital projects. Certain of our joint ventures fund capital expenditures with project debt financings at the joint venture level or with cash from operations. Growth capital projects funded through debt at the joint venture level or cash from operations of the joint venture do not require capital contributions by us unless otherwise noted. Our pro-rata share of these growth capital projects for our equity method investments that have been funded at the joint venture level for the periods presented are shown in the table below.
MPLX Ownership Nine Months Ended
September 30,
(In millions, except ownership percentages) 2025 2024
BANGL, LLC(1)
100% $ 60 $ 84
MXP Parent, LLC(2)
10% 12 47
WPC Parent, LLC(3)
30% 63 18
All other 6 43
Total $ 141 $ 192
(1) The nine months ended September 30, 2025 reflect activity through June 30, 2025, prior to the BANGL Acquisition.
(2) Includes growth capital for Matterhorn Express Pipeline.
(3) Disclosed amounts include growth capital related to WPC Parent, LLC, including the ADCC Pipeline lateral, Rio Bravo Pipeline, Whistler Pipeline, and our indirect and 12.5 percent direct ownership interest in Blackcomb and Traverse Pipeline Holdings, LLC.
Project debt at the joint venture level is typically secured by the assets owned by the joint venture and in certain cases, MPLX's interest in the joint venture, but unless otherwise noted, is non-recourse to MPLX in excess of the value of MPLX's investment in the joint venture. At September 30, 2025, debt held by our unconsolidated joint ventures based on our equity ownership
percentage was $1.6 billion. See Note 16 to the accompanying unaudited consolidated financial statements for more information on MPLX's guarantees of our joint venture entities' obligations.
Cash Commitments
As of September 30, 2025, our material cash commitments included debt, finance and operating lease obligations, purchase obligations for services and to acquire property, plant and equipment, and other liabilities. During the nine months ended September 30, 2025, our debt obligations increased by $4.8 billion due to the issuance of senior notes and the repayment of senior notes, described in Liquidity and Capital Resources - Debt and Liquidity Overview. There were no other material changes to our cash commitments outside the ordinary course of business.
Off-Balance Sheet Arrangements
Off-balance sheet arrangements comprise those arrangements that may potentially impact our liquidity, capital resources and results of operations, even though such arrangements are not recorded as liabilities under GAAP. Our off-balance sheet arrangements are limited to guarantees that are described in Note 16 of the unaudited consolidated financial statements and indemnities as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Although these arrangements serve a variety of our business purposes, we are not dependent on them to maintain our liquidity and capital resources, and we are not aware of any circumstances that are reasonably likely to cause the off-balance sheet arrangements to have a material adverse effect on our liquidity and capital resources.
Transactions with Related Parties
As of September 30, 2025, MPC owned our general partner and an approximate 64 percent limited partner interest in us. We perform a variety of services for MPC related to the transportation of crude and refined products, including renewables, via pipeline or marine, as well as terminal services, storage services and fuels distribution and marketing services, among others. The services that we provide may be based on regulated tariff rates or on contracted rates. In addition, MPC performs certain services for us related to information technology, engineering, legal, accounting, treasury, human resources and other administrative services.
The below table shows the percentage of Total revenues and other income as well as Total costs and expenses with MPC:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2025 2024 2025 2024
Total revenues and other income(1)
47 % 49 % 48 % 50 %
Total costs and expenses 26 % 27 % 26 % 27 %
(1) The three and nine months ended September 30, 2025 exclude the gain on equity method investments related to the BANGL Acquisition. The nine months ended September 30, 2024 excludes the gain on dilution of ownership interest related to the Whistler Joint Venture Transaction.
For further discussion of agreements and activity with MPC and related parties see Item 1. Business in our Annual Report on Form 10-K for the year ended December 31, 2024, and Note 5 to the unaudited consolidated financial statements.
Environmental Matters and Compliance Costs
We have incurred and may continue to incur substantial capital, operating and maintenance, and remediation expenditures as a result of environmental laws and regulations. If these expenditures, as with all costs, are not ultimately reflected in the prices of our products and services, our operating results will be adversely affected. We believe that substantially all of our competitors must comply with similar environmental laws and regulations. However, the specific impact on each competitor may vary depending on a number of factors, including, but not limited to, the age and location of its operating facilities.
As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, actual expenditures may vary as the number and scope of environmental projects are revised as a result of improved technology or changes in regulatory requirements. There have been no material changes to our environmental matters and compliance costs since our Annual Report on Form 10-K for the year ended December 31, 2024.
Tax Matters
Our U.S. federal income tax returns for the years 2019 through 2022 are currently under examination by the Internal Revenue Service.
Critical Accounting Estimates
As of September 30, 2025, there have been no significant changes to our critical accounting estimates since our Annual Report on Form 10-K for the year ended December 31, 2024 except as noted below.
Acquisitions
In accounting for business combinations, acquired assets, assumed liabilities and contingent consideration are recorded based on estimated fair values as of the date of acquisition. The excess or shortfall of the purchase price when compared to the fair value of the net tangible and identifiable intangible assets acquired, if any, is recorded as goodwill or a bargain purchase gain, respectively. A significant amount of judgment is involved in estimating the individual fair values of property, plant and equipment, intangible assets, contingent consideration and other assets and liabilities. We use all available information to make these fair value determinations and, for certain acquisitions, engage third-party consultants for valuation assistance.
The fair value of assets and liabilities, including contingent consideration, as of the acquisition date are often estimated using a combination of approaches, including the income approach, which requires us to project future cash flows and associated volumes, and apply an appropriate discount rate; the cost approach, which requires estimates of replacement costs and depreciation and obsolescence estimates; and the market approach which uses market data and adjusts for entity-specific differences. The estimates used in determining fair values are based on assumptions believed to be reasonable but which are inherently uncertain. Accordingly, actual results may differ materially from the projected results used to determine fair value.
See Note 3 to the unaudited consolidated financial statements for additional information on our acquisitions. See Note 10 to the unaudited consolidated financial statements for additional information on fair value measurements.
Accounting Standards Not Yet Adopted
As discussed in Note 2 to the unaudited consolidated financial statements, certain new financial accounting pronouncements will be effective for our financial statements in the future.
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