UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM 10-Q
____________________________________________
| (Mark One) | |||||
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended September 30, 2026
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from to
Commission file number 001-35714
_____________________________________________
MPLX LP
(Exact name of registrant as specified in its charter)
_____________________________________________
| Delaware | 27-0005456 | |||||||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||
| 200 E. Hardin Street, | Findlay, | Ohio | 45840 | ||||||||||||||
| (Address of principal executive offices) | (Zip code) | ||||||||||||||||
(419) 422-2121
(Registrant’s telephone number, including area code)
_____________________________________________
| Securities Registered pursuant to Section 12(b) of the Act | ||||||||
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
| Common Units Representing Limited Partnership Interests | MPLX | New York Stock Exchange | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | ||||||||||||||||||
| Smaller reporting company | ☐ | Emerging growth company | ☐ | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
MPLX LP had 1,013,027,039 common units outstanding as of October 29, 2026.
Table of Contents
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| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
Unless otherwise stated or the context otherwise indicates, all references in this Form 10-Q to “MPLX LP,” “MPLX,” “the Partnership,” “us,” “our,” “we,” or like terms refer to MPLX LP and its consolidated subsidiaries. References to our sponsor and customer, “MPC,” refer collectively to Marathon Petroleum Corporation and its subsidiaries, other than the Partnership.
1
Glossary of Terms
The abbreviations, acronyms and industry terminology used in this report are defined as follows:
| ANDX | Andeavor Logistics LLC (formerly known as Andeavor Logistics LP), a wholly-owned subsidiary of the Partnership | ||||
| ASC | Accounting Standards Codification | ||||
| ASU | Accounting Standards Update | ||||
| Barrel | One stock tank barrel, or 42 United States gallons of liquid volume, used in reference to crude oil or other liquid hydrocarbons | ||||
| DCF | Distributable Cash Flow (a non-GAAP financial measure) | ||||
| EBITDA | Earnings Before Interest, Taxes, Depreciation and Amortization (a non-GAAP financial measure) | ||||
| FASB | Financial Accounting Standards Board | ||||
| GAAP | Accounting principles generally accepted in the United States of America | ||||
| mbpd | Thousand barrels per day | ||||
| MMBtu | One million British thermal units, an energy measurement | ||||
| MMcf/d | One million cubic feet per day | ||||
| NGL | Natural gas liquids, such as ethane, propane, butanes and natural gasoline | ||||
| SEC | United States Securities and Exchange Commission | ||||
| SOFR | Secured Overnight Financing Rate | ||||
| VIE | Variable interest entity | ||||
2
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
MPLX LP
Consolidated Statements of Income (Unaudited)
The accompanying notes are an integral part of these consolidated financial statements.
3
MPLX LP
Consolidated Statements of Comprehensive Income (Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income | $ | 1,174 | $ | 1,555 | $ | 3,183 | $ | 3,749 | |||||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||||||||
| Remeasurements of pension and other postretirement benefits related to equity method investments, net of tax | — | — | — | 8 | |||||||||||||||||||
| Comprehensive income | 1,174 | 1,555 | 3,183 | 3,757 | |||||||||||||||||||
| Less comprehensive income attributable to: | |||||||||||||||||||||||
| Noncontrolling interests | 10 | 10 | 30 | 30 | |||||||||||||||||||
| Comprehensive income attributable to MPLX LP | $ | 1,164 | $ | 1,545 | $ | 3,153 | $ | 3,727 | |||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
MPLX LP
Consolidated Balance Sheets (Unaudited)
| (In millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | 1,297 | $ | 2,137 | |||||||
| Receivables, less allowance for expected credit loss | 799 | 735 | |||||||||
| Current assets - related parties | 1,056 | 899 | |||||||||
| Inventories | 203 | 172 | |||||||||
| Other current assets | 41 | 51 | |||||||||
| Total current assets | 3,396 | 3,994 | |||||||||
| Equity method investments | 5,446 | 4,798 | |||||||||
| Property, plant and equipment, net | 23,082 | 21,698 | |||||||||
| Intangibles, net | 1,276 | 1,397 | |||||||||
| Goodwill | 8,736 | 8,755 | |||||||||
| Right of use assets, net | 248 | 276 | |||||||||
| Noncurrent assets - related parties | 770 | 962 | |||||||||
| Other noncurrent assets | 1,230 | 1,125 | |||||||||
| Total assets | 44,184 | 43,005 | |||||||||
| Liabilities | |||||||||||
| Accounts payable | 200 | 108 | |||||||||
| Accrued liabilities | 374 | 254 | |||||||||
| Current liabilities - related parties | 474 | 399 | |||||||||
| Accrued property, plant and equipment | 566 | 438 | |||||||||
| Long-term debt due within one year | 2 | 1,502 | |||||||||
| Accrued interest payable | 313 | 354 | |||||||||
| Operating lease liabilities | 53 | 53 | |||||||||
| Other current liabilities | 193 | 141 | |||||||||
| Total current liabilities | 2,175 | 3,249 | |||||||||
| Long-term deferred revenue | 107 | 119 | |||||||||
| Long-term liabilities - related parties | 415 | 364 | |||||||||
| Long-term debt | 26,606 | 24,151 | |||||||||
| Deferred income taxes | 26 | 25 | |||||||||
| Long-term operating lease liabilities | 192 | 217 | |||||||||
| Other long-term liabilities | 372 | 352 | |||||||||
| Total liabilities | 29,893 | 28,477 | |||||||||
| Commitments and contingencies (see Note 17) | |||||||||||
| Equity | |||||||||||
Common unitholders - public (366 million and 368 million units outstanding) | 9,259 | 9,451 | |||||||||
Common unitholders - MPC (647 million and 647 million units outstanding) | 4,803 | 4,845 | |||||||||
| Accumulated other comprehensive income | 5 | 5 | |||||||||
| Total MPLX LP partners’ capital | 14,067 | 14,301 | |||||||||
| Noncontrolling interests | 224 | 227 | |||||||||
| Total equity | 14,291 | 14,528 | |||||||||
| Total liabilities and equity | $ | 44,184 | $ | 43,005 | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
MPLX LP
Consolidated Statements of Cash Flows (Unaudited)
| Nine Months Ended September 30, | |||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Operating activities: | |||||||||||
| Net income | $ | 3,183 | $ | 3,749 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Amortization of deferred financing costs and debt discount | 23 | 23 | |||||||||
| Depreciation and amortization | 1,101 | 996 | |||||||||
| Deferred income taxes | — | 1 | |||||||||
| Gain on equity method investments | — | (484) | |||||||||
| (Gain)/loss on disposal of assets | 2 | (1) | |||||||||
| Income from equity method investments | (644) | (542) | |||||||||
| Distributions from unconsolidated affiliates | 685 | 631 | |||||||||
| Changes in derivative assets and liabilities | 38 | (7) | |||||||||
| Changes in: | |||||||||||
| Current receivables | (23) | 44 | |||||||||
| Inventories | (32) | (19) | |||||||||
| Current liabilities and other current assets | 209 | (38) | |||||||||
| Assets and liabilities - related parties | (17) | 105 | |||||||||
| Right of use assets and operating lease liabilities | 4 | 3 | |||||||||
| Deferred revenue | (5) | (52) | |||||||||
| All other, net | 2 | 4 | |||||||||
| Net cash provided by operating activities | 4,526 | 4,413 | |||||||||
| Investing activities: | |||||||||||
| Additions to property, plant and equipment | (2,195) | (1,094) | |||||||||
| Acquisitions, net of cash acquired | 14 | (3,316) | |||||||||
| Disposal of assets | 12 | 1 | |||||||||
| Investments - acquisitions and contributions | (720) | (776) | |||||||||
| Investments - redemptions, repayments, return of capital and sales proceeds | 32 | 143 | |||||||||
| All other, net | 4 | 108 | |||||||||
| Net cash used in investing activities | (2,853) | (4,934) | |||||||||
| Financing activities: | |||||||||||
| Long-term debt borrowings | 3,716 | 6,541 | |||||||||
| Long-term debt repayments | (2,756) | (2,464) | |||||||||
| Related party debt borrowings | 231 | 50 | |||||||||
| Related party debt repayments | (231) | (50) | |||||||||
| Debt issuance costs | (36) | (62) | |||||||||
| Unit repurchases | (150) | (300) | |||||||||
| Distributions to noncontrolling interests | (33) | (33) | |||||||||
| Distributions to Series A preferred unitholders | — | (6) | |||||||||
| Distributions to LP unitholders | (3,277) | (2,923) | |||||||||
| Contributions from MPC | 24 | 20 | |||||||||
| All other, net | (1) | (6) | |||||||||
| Net cash provided by (used in) financing activities | (2,513) | 767 | |||||||||
| Net change in cash, cash equivalents and restricted cash | (840) | 246 | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 2,137 | 1,519 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 1,297 | $ | 1,765 | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
MPLX LP
Consolidated Statements of Equity and Series A Preferred Units (Unaudited)
| Partnership | ||||||||||||||||||||||||||||||||||||||
| (In millions) | Common Unit-holders Public | Common Unit-holder MPC | Accumulated Other Comprehensive Income | Non-controlling Interests | Total | Series A Preferred Unit-holders | ||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | 9,451 | $ | 4,845 | $ | 5 | $ | 227 | $ | 14,528 | $ | — | ||||||||||||||||||||||||||
| Net income | 330 | 582 | — | 10 | 922 | — | ||||||||||||||||||||||||||||||||
| Unit repurchases | (50) | — | — | — | (50) | — | ||||||||||||||||||||||||||||||||
| Distributions | (396) | (697) | — | (11) | (1,104) | — | ||||||||||||||||||||||||||||||||
| Contributions | — | 4 | — | — | 4 | — | ||||||||||||||||||||||||||||||||
| Other | (3) | — | — | — | (3) | — | ||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | 9,332 | $ | 4,734 | $ | 5 | $ | 226 | $ | 14,297 | $ | — | ||||||||||||||||||||||||||
| Net income | 390 | 687 | — | 10 | 1,087 | — | ||||||||||||||||||||||||||||||||
| Unit repurchases | (50) | — | — | — | (50) | — | ||||||||||||||||||||||||||||||||
| Distributions | (395) | (697) | — | (11) | (1,103) | — | ||||||||||||||||||||||||||||||||
| Contributions | — | 18 | — | — | 18 | — | ||||||||||||||||||||||||||||||||
| Other | 4 | (1) | — | — | 3 | — | ||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | 9,281 | $ | 4,741 | $ | 5 | $ | 225 | $ | 14,252 | $ | — | ||||||||||||||||||||||||||
| Net income | 421 | 743 | — | 10 | 1,174 | — | ||||||||||||||||||||||||||||||||
| Unit repurchases | (50) | — | — | — | (50) | — | ||||||||||||||||||||||||||||||||
| Distributions | (395) | (697) | — | (11) | (1,103) | — | ||||||||||||||||||||||||||||||||
| Contributions | — | 15 | — | — | 15 | — | ||||||||||||||||||||||||||||||||
| Other | 2 | 1 | — | — | 3 | — | ||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | 9,259 | $ | 4,803 | $ | 5 | $ | 224 | $ | 14,291 | $ | — | ||||||||||||||||||||||||||
| Partnership | ||||||||||||||||||||||||||||||||||||||
| Common Unit-holders Public | Common Unit-holder MPC | Accumulated Other Comprehensive (Loss) Income | Non-controlling Interests | Total | Series A Preferred Unit-holders | |||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | 9,322 | $ | 4,257 | $ | (3) | $ | 231 | $ | 13,807 | $ | 203 | ||||||||||||||||||||||||||
| Net income | 410 | 716 | — | 10 | 1,136 | — | ||||||||||||||||||||||||||||||||
| Unit repurchases | (100) | — | — | — | (100) | — | ||||||||||||||||||||||||||||||||
| Conversion of Series A preferred units | 197 | — | — | — | 197 | (197) | ||||||||||||||||||||||||||||||||
| Distributions | (353) | (619) | — | (11) | (983) | (6) | ||||||||||||||||||||||||||||||||
| Contributions | — | 7 | — | — | 7 | — | ||||||||||||||||||||||||||||||||
| Other | (4) | — | 8 | — | 4 | — | ||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | 9,472 | $ | 4,361 | $ | 5 | $ | 230 | $ | 14,068 | $ | — | ||||||||||||||||||||||||||
| Net income | 384 | 664 | — | 10 | 1,058 | — | ||||||||||||||||||||||||||||||||
| Unit repurchases | (100) | — | — | — | (100) | — | ||||||||||||||||||||||||||||||||
| Distributions | (357) | (619) | — | (11) | (987) | — | ||||||||||||||||||||||||||||||||
| Contributions | — | 7 | — | — | 7 | — | ||||||||||||||||||||||||||||||||
| Other | 3 | — | — | — | 3 | — | ||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | 9,402 | $ | 4,413 | $ | 5 | $ | 229 | $ | 14,049 | $ | — | ||||||||||||||||||||||||||
| Net income | 563 | 982 | — | 10 | 1,555 | — | ||||||||||||||||||||||||||||||||
| Unit repurchases | (100) | — | — | — | (100) | — | ||||||||||||||||||||||||||||||||
| Distributions | (355) | (620) | — | (11) | (986) | — | ||||||||||||||||||||||||||||||||
| Contributions | — | 2 | — | — | 2 | — | ||||||||||||||||||||||||||||||||
| Other | 3 | 1 | — | — | 4 | — | ||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | 9,513 | $ | 4,778 | $ | 5 | $ | 228 | $ | 14,524 | $ | — | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
7
Notes to Consolidated Financial Statements (Unaudited)
1. Description of the Business and Basis of Presentation
Description of the Business
MPLX LP is a diversified, large-cap master limited partnership formed by Marathon Petroleum Corporation that owns and operates midstream energy infrastructure and logistics assets, and provides fuels distribution services. We are engaged in the gathering, transportation, storage and distribution of crude oil, refined products, other hydrocarbon-based products and renewables; the gathering, treating, processing and transportation of natural gas; and the transportation, fractionation, storage and marketing of NGLs. MPLX’s principal executive office is located in Findlay, Ohio. MPLX was formed on March 27, 2012 as a Delaware limited partnership.
Refer to Note 8 for additional information about our operations.
Basis of Presentation
These interim consolidated financial statements are unaudited; however, in the opinion of MPLX’s management, these statements reflect all adjustments necessary for a fair statement of the results for the periods reported. All such adjustments are of a normal, recurring nature unless otherwise disclosed. These interim consolidated financial statements, including the notes, have been prepared in accordance with the rules and regulations of the SEC applicable to interim period financial statements and do not include all of the information and disclosures required by GAAP for complete financial statements. Certain information derived from our audited annual financial statements, prepared in accordance with GAAP, has been condensed or omitted from these interim financial statements.
These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the full year.
MPLX’s consolidated financial statements include all majority-owned and controlled subsidiaries. For non-wholly-owned consolidated subsidiaries, the interests owned by third parties have been recorded as Noncontrolling interests on the accompanying Consolidated Balance Sheets. Intercompany accounts and transactions have been eliminated. MPLX’s investments in which MPLX exercises significant influence but does not control and does not have a controlling financial interest are accounted for using the equity method. MPLX’s investments in VIEs, in which MPLX exercises significant influence but does not control and is not the primary beneficiary, are also accounted for using the equity method.
2. Accounting Standards
Not Yet Adopted
ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
In November 2024, the FASB issued an ASU to require more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments in this ASU may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact this ASU will have on our disclosures.
3. Acquisitions and Other Transactions
Northwind Midstream Acquisition
On August 29, 2025, MPLX completed the acquisition of 100 percent of the outstanding membership interests of Northwind Delaware Holdings LLC (“Northwind Midstream”) for $2.4 billion in cash (the “Northwind Midstream Acquisition”). Northwind Midstream provides sour gas gathering and treating services in Lea County, New Mexico, which enhances MPLX’s Permian natural gas and NGL value chain. The Northwind Midstream Acquisition was financed with a portion of the net proceeds from MPLX's $4.5 billion senior notes issued in August 2025.
Northwind Midstream consists of over 200,000 dedicated acres, more than 200 miles of gathering pipelines, two in-service acid gas injection wells at 20 MMcf/d and a third permitted well that will bring its total capacity to 37 MMcf/d. At the time of acquisition, the system had 150 MMcf/d of sour gas treating capacity, with in-process expansion projects expected to increase capacity to over 400 MMcf/d by the second half of 2026. The system is partially supported by minimum volume commitments by regional producers.
8
The Northwind Midstream Acquisition was accounted for as a business combination requiring all Northwind Midstream assets and liabilities to be remeasured to fair value. The fair value of property, plant and equipment was based primarily on the cost approach. The fair value of the identifiable intangible assets was primarily based on the multi-period excess earnings method, which is an income approach. The intangible assets acquired are related to various commercial contracts with a weighted average amortization period of 15 years. The following table reflects our allocation of the $2.4 billion purchase price to the Northwind Midstream assets and liabilities, as well as measurement period adjustments since the acquisition date:
| (In millions) | August 29, 2025 | Adjustments | As adjusted | ||||||||
| Assets acquired: | |||||||||||
| Cash and cash equivalents | $ | 17 | $ | — | $ | 17 | |||||
| Receivables | 11 | — | 11 | ||||||||
| Other current assets | 1 | — | 1 | ||||||||
| Property, plant and equipment | 1,182 | (15) | 1,167 | ||||||||
| Intangibles | 951 | 6 | 957 | ||||||||
| Other noncurrent assets | 2 | — | 2 | ||||||||
| Total assets acquired | 2,164 | (9) | 2,155 | ||||||||
| Liabilities assumed: | |||||||||||
| Accounts payable | 15 | 7 | 22 | ||||||||
| Accrued property, plant and equipment | 84 | (2) | 82 | ||||||||
| Accrued liabilities | 6 | 4 | 10 | ||||||||
| Other current liabilities | 1 | — | 1 | ||||||||
| Long-term operating lease liabilities | 1 | — | 1 | ||||||||
| Total liabilities assumed | 107 | 9 | 116 | ||||||||
| Total identifiable net assets | 2,057 | (18) | 2,039 | ||||||||
| Goodwill | 356 | 4 | 360 | ||||||||
| Fair value of net assets acquired | $ | 2,413 | $ | (14) | $ | 2,399 | |||||
The purchase price allocation, inclusive of measurement period adjustments, resulted in the recognition of $360 million in goodwill by our Natural Gas and NGL Services segment, all of which is deductible for tax purposes. Goodwill represents the accelerated growth opportunities in the Permian using Northwind Midstream's asset base, which is complementary and adjacent to MPLX's existing Delaware basin natural gas system and offers optionality to direct volumes through our integrated system. The results for the acquired business are reported within our Natural Gas and NGL Services segment.
Pro forma financial information assuming the Northwind Midstream Acquisition had occurred as of the beginning of the calendar year prior to the year of the acquisition, as well as the revenues and earnings generated during the period since the acquisition date, were not material for disclosure purposes.
Divestiture of Rockies Operations
On November 12, 2025, MPLX completed the sale of its Rockies gathering and processing operations (the “Rockies”) to a subsidiary of Harvest Midstream for $980 million in cash. The sale of these non-core gathering and processing assets did not represent a strategic shift that has or will have a material effect on our operations or financial results. Prior to the sale, the Rockies operations were reported within the Natural Gas and NGL Services segment.
BANGL, LLC Acquisition
On July 1, 2025, MPLX purchased the remaining 55 percent interest in BANGL, LLC (“BANGL”) 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”). We recorded a liability for these contingent payments in the third quarter of 2025. See Note 10 for additional details on the inputs used to measure the fair value of these contingent payments. 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.
Upon completion of the BANGL Acquisition, our existing equity investment was remeasured to fair value resulting in the recognition of a $484 million gain, which is included in Gain on equity method investments within the accompanying Consolidated Statements of Income. The fair value of the previously held equity method investment was estimated using an income approach, with significant valuation inputs including forecasted cash flows and discount rates ranging from to . As a result of the BANGL Acquisition, we now own 100 percent of BANGL and its results are reflected in our Natural Gas and NGL Services segment within our consolidated financial results.
9
The following table summarizes the purchase price consideration in connection with the BANGL Acquisition:
| Total cash paid | $ | 703 | |||
| Fair value of contingent consideration as of acquisition date | 234 | ||||
| Total consideration | 937 | ||||
| Fair value of previously held equity interest | 766 | ||||
| Fair value of net assets acquired | $ | 1,703 | |||
The BANGL Acquisition was accounted for as a business combination requiring all BANGL assets and liabilities to be remeasured to fair value. The fair value of property, plant and equipment was determined using a combination of both the cost and income approach. The fair value of the identifiable intangible assets was primarily based on the multi-period excess earnings method, which is an income approach. The intangible asset acquired is related to a customer relationship with an amortization period of 11 years. The following table reflects our determination of the fair value of the BANGL assets and liabilities:
| (In millions) | July 1, 2025 | ||||
| Assets acquired: | |||||
| Cash and cash equivalents | $ | 18 | |||
| Other current assets | 4 | ||||
| Property, plant and equipment | 1,550 | ||||
| Intangibles | 77 | ||||
| Other noncurrent assets | 22 | ||||
| Total assets acquired | 1,671 | ||||
| Liabilities assumed: | |||||
| Long-term debt due within one year | 46 | ||||
| Other current liabilities | 42 | ||||
| Long-term debt | 610 | ||||
| Other long-term liabilities | 1 | ||||
| Total liabilities assumed | 699 | ||||
| Total identifiable net assets | 972 | ||||
| Goodwill | 731 | ||||
| Fair value of net assets acquired | $ | 1,703 | |||
The purchase price allocation resulted in the recognition of $731 million in goodwill by our Natural Gas and NGL Services segment, 55 percent of which is deductible for tax purposes. Goodwill represents the advancement of our wellhead-to-water strategy by securing full ownership of a strategically located NGL transport asset, which further integrates our midstream infrastructure connecting the Permian and Gulf Coast regions.
Pro forma financial information assuming the BANGL Acquisition had occurred as of the beginning of the calendar year prior to the year of the acquisition, as well as the revenues and earnings generated during the period since the acquisition date, were not material for disclosure purposes.
Matterhorn Express Pipeline Acquisition
On June 16, 2025, MPLX purchased an additional five percent ownership interest in the joint venture that owns and operates the Matterhorn Express pipeline for $151 million, bringing our total interest to 10 percent. The pipeline is designed to transport natural gas from the Permian basin to the Katy area near Houston. The purchase price of the additional five percent ownership interest in the joint venture exceeded the amount of the claim to the underlying net assets of the joint venture by approximately $124 million, with $63 million of this difference attributed to property, plant and equipment and $61 million attributed to customer-related intangibles. The amounts attributed to property, plant and equipment and customer-related intangibles will be amortized to net income over the remaining useful lives of the assets and the weighted average remaining term of the customer contracts, respectively. Our investment in the joint venture that owns and operates the Matterhorn Express pipeline continues to be accounted for as an equity method investment within our Natural Gas and NGL Services segment.
Whiptail Midstream Acquisition
On March 11, 2025, MPLX acquired gathering businesses from Whiptail Midstream, LLC for $235 million in cash. These San Juan basin assets consist primarily of crude and natural gas gathering systems in the Four Corners region, and enhance our strategic relationship with MPC. The acquisition was accounted for as a business combination, which requires all the identifiable assets acquired and liabilities assumed to be remeasured to fair value at the date of acquisition. The final valuation includes $170 million of property, plant and equipment, $41 million of intangibles and $24 million of net working capital. The results for the acquired business are allocated between our two segments based on the product-based value chain the underlying assets support.
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4. Equity Method Investments
The following table presents MPLX’s equity method investments at the dates indicated:
| Ownership as of | Carrying value at | ||||||||||||||||||||||
| September 30, | September 30, | December 31, | |||||||||||||||||||||
| (In millions, except ownership percentages) | VIE | 2026 | 2026 | 2025 | |||||||||||||||||||
| Crude Oil and Products Logistics | |||||||||||||||||||||||
| Illinois Extension Pipeline Company, L.L.C. | 35% | $ | 214 | $ | 208 | ||||||||||||||||||
| LOOP LLC | 41% | 309 | 313 | ||||||||||||||||||||
MarEn Bakken Company LLC(1) | 25% | 486 | 502 | ||||||||||||||||||||
Other(2) | X | 17 - 67% | 542 | 558 | |||||||||||||||||||
Total Crude Oil and Products Logistics | 1,551 | 1,581 | |||||||||||||||||||||
| Natural Gas and NGL Services | |||||||||||||||||||||||
| Eiger Express Holdings, LLC | X | 15% | 199 | 34 | |||||||||||||||||||
| MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C. | X | 67% | 393 | 407 | |||||||||||||||||||
| MarkWest Utica EMG, L.L.C. | X | 62% | 992 | 890 | |||||||||||||||||||
| MXP Parent, LLC | 10% | 269 | 198 | ||||||||||||||||||||
Ohio Gathering Company L.L.C.(3) | X | 31% | 426 | 444 | |||||||||||||||||||
| Sherwood Midstream LLC | X | 50% | 464 | 475 | |||||||||||||||||||
| Texas City Logistics LLC | X | 50% | 409 | 163 | |||||||||||||||||||
| WPC Parent, LLC | 30% | 320 | 273 | ||||||||||||||||||||
Other(2) | X | 10 - 51% | 423 | 333 | |||||||||||||||||||
Total Natural Gas and NGL Services | 3,895 | 3,217 | |||||||||||||||||||||
| Total | $ | 5,446 | $ | 4,798 | |||||||||||||||||||
(1) The investment in MarEn Bakken Company LLC includes our 9.19 percent indirect interest in a joint venture (“Dakota Access”) that owns and operates the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the “Bakken Pipeline system”).
(2) Included within Other are certain equity method investments that have been deemed to be VIEs.
(3) MPLX also holds a 43 percent indirect interest in Ohio Gathering Company L.L.C. through our ownership interest in MarkWest Utica EMG, L.L.C.
For those entities that have been deemed to be VIEs, neither MPLX nor any of its subsidiaries have been deemed to be the primary beneficiary due to voting rights on significant matters. While we have the ability to exercise influence through participation in the management committees, which make all significant decisions, we have equal influence over each committee as a joint interest partner and all significant decisions require the consent of the other investors without regard to economic interest. As such, we have determined that these entities should not be consolidated and applied the equity method of accounting with respect to our investments in each entity.
MPLX’s maximum exposure to loss as a result of its involvement with equity method investments generally includes its equity investment, any additional capital contribution commitments and any operating expenses incurred by the subsidiary operator in excess of its compensation received for the performance of the operating services. MPLX did not provide any financial support to equity method investments that it was not contractually obligated to provide during the nine months ended September 30, 2026 and September 30, 2025. See Note 17 for information on our guarantees related to equity method investees.
5. Related Party Agreements and Transactions
MPLX engages in transactions with both MPC and certain of its equity method investments as part of its normal business; however, transactions with MPC make up the majority of MPLX’s related party transactions. Transactions with related parties are further described below.
Commercial Agreements
MPLX has various long-term, fee-based commercial agreements with MPC. Under these agreements, MPLX provides transportation, gathering, terminal, fuels distribution, marketing, storage, management, operational and other services to MPC. MPC has committed to provide MPLX with minimum quarterly throughput volumes on crude oil and refined products and other fees for storage capacity; operating and management fees; and reimbursements for certain direct and indirect costs. MPC has also committed to provide a fixed fee for 100 percent of available capacity for boats, barges and third-party chartered equipment under a marine transportation services agreement. In addition, MPLX has obligations to MPC for services provided to MPLX by MPC under omnibus and employee services agreements as well as various other agreements.
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During the second quarter of 2026, a refining logistics agreement between MPLX and MPC was renewed, which required reassessment of the agreement under ASC 842. As a result of the reassessment, the lease was reclassified from sales-type to operating lease (see Note 16).
Related Party Loan
MPLX is party to a loan agreement with MPC (the “MPC Loan Agreement”). Under the terms of the MPC Loan Agreement, MPC extends loans to MPLX on a revolving basis as requested by MPLX and as agreed to by MPC. The borrowing capacity of the MPC Loan Agreement is $1.5 billion aggregate principal amount of all loans outstanding at any one time. The MPC Loan Agreement is scheduled to expire, and any 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. Borrowings under the MPC Loan Agreement bear interest at one-month term SOFR plus 1.25 percent or such lower rate as would be applicable to such loans under MPLX’s bank revolving credit facility as discussed in Note 12. On October 30, 2026, MPLX and MPC amended and restated the MPC Loan Agreement to increase the borrowing capacity from $1.5 billion to $2.5 billion and to extend the term of the intercompany loan agreement from July 31, 2029, to October 30, 2031.
Activity on the MPC Loan Agreement for the nine months ended September 30, 2026 and September 30, 2025 is summarized below.
| Nine Months Ended September 30, | |||||||||||
| (In millions, except %) | 2026 | 2025 | |||||||||
| Borrowings | $ | 231 | $ | 50 | |||||||
| Weighted average interest rate of borrowings | 4.90 | % | 5.68 | % | |||||||
| Repayments | $ | 231 | $ | 50 | |||||||
| Outstanding balance at end of period | $ | — | $ | — | |||||||
Related Party Revenue and Other Income
Related party revenue consists primarily of revenue recognized from commercial agreements with MPC as well as fees charged under operating agreements with MPC and our equity affiliates as discussed above.
Certain product sales to MPC and other related parties net to zero within the consolidated financial statements as the transactions are recorded net due to the terms of the agreements under which such product was sold. For the three and nine months ended September 30, 2026, these sales totaled $436 million and $993 million, respectively. For the three and nine months ended September 30, 2025, these sales totaled $151 million and $476 million, respectively.
See Note 11 for additional details regarding related party derivative activity with MPC.
Related Party Expenses
MPC charges MPLX for executive management services and certain general and administrative services provided to MPLX under the terms of our omnibus agreements (“Omnibus charges”), for certain employee services provided to MPLX under employee services agreements (“ESA charges”) and fees paid under co-location agreements and ground lease agreements. Omnibus charges and ESA charges are classified as Rental cost of sales - related parties, Purchases - related parties, or General and administrative expenses depending on the nature of the asset or activity with which the costs are associated. Additionally, we incur costs under agreements for transportation and processing services with certain of our unconsolidated affiliates.
In addition to these agreements, MPLX purchases products from MPC, makes payments to MPC in its capacity as general contractor to MPLX, and has certain rent and lease agreements with MPC.
For the three and nine months ended September 30, 2026, General and administrative expenses incurred from MPC totaled $104 million and $274 million, respectively. For the three and nine months ended September 30, 2025, General and administrative expenses incurred from MPC totaled $80 million and $236 million, respectively.
Some charges incurred under the omnibus and employee service agreements are related to engineering services and are associated with assets under construction. These charges are added to Property, plant and equipment, net on the Consolidated Balance Sheets. For the three and nine months ended September 30, 2026, these charges totaled $73 million and $190 million, respectively. For the three and nine months ended September 30, 2025, these charges totaled $64 million and $159 million, respectively.
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Related Party Assets and Liabilities
Assets and liabilities with related parties appearing in the Consolidated Balance Sheets are detailed in the table below. This table identifies the various components of related party assets and liabilities, including those associated with leases and deferred revenue.
| (In millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Current assets - related parties | |||||||||||
| Receivables | $ | 814 | $ | 624 | |||||||
| Lease receivables | 228 | 269 | |||||||||
| Prepaid | 13 | 5 | |||||||||
| Other | 1 | 1 | |||||||||
| Total | 1,056 | 899 | |||||||||
| Noncurrent assets - related parties | |||||||||||
| Long-term lease receivables | 243 | 421 | |||||||||
| Right of use assets | 238 | 239 | |||||||||
| Unguaranteed residual assets | 243 | 263 | |||||||||
| Long-term receivables | 46 | 39 | |||||||||
| Total | 770 | 962 | |||||||||
| Current liabilities - related parties | |||||||||||
MPC Loan Agreement and other payables(1) | 346 | 290 | |||||||||
| Derivative liabilities | 25 | — | |||||||||
| Deferred revenue | 101 | 107 | |||||||||
| Operating lease liabilities | 2 | 2 | |||||||||
| Total | 474 | 399 | |||||||||
| Long-term liabilities - related parties | |||||||||||
| Long-term operating lease liabilities | 235 | 237 | |||||||||
| Long-term deferred revenue | 180 | 127 | |||||||||
| Total | $ | 415 | $ | 364 | |||||||
(1) There were no borrowings outstanding on the MPC Loan Agreement as of September 30, 2026 or December 31, 2025.
6. Equity
The changes in the number of common units during the nine months ended September 30, 2026 are summarized below:
| (In units) | Common Units | ||||
| Balance at December 31, 2025 | 1,015,702,040 | ||||
| Unit-based compensation awards | 134,291 | ||||
| Units redeemed in unit repurchase program | (2,627,468) | ||||
| Balance at September 30, 2026 | 1,013,208,863 | ||||
Unit Repurchase Program
As of September 30, 2026, we had $970 million remaining under the unit repurchase authorization. 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) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Number of common units repurchased | 1 | 2 | 3 | 6 | |||||||||||||||||||
Cash paid for common units repurchased(1) | $ | 50 | $ | 100 | $ | 150 | $ | 300 | |||||||||||||||
Average cost per unit(1) | $ | 58.69 | $ | 50.86 | $ | 57.09 | $ | 51.20 | |||||||||||||||
(1) Cash paid for common units repurchased and average cost per unit includes commissions paid to brokers during the period.
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.
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Cash Distributions
On October 27, 2026, MPLX declared a cash distribution for the third quarter of 2026, totaling $1,226 million, or $1.2111 per common unit. This distribution will be paid on November 13, 2026 to common unitholders of record on November 6, 2026. 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 quarterly cash distributions is as follows for the three and nine months ended September 30, 2026 and September 30, 2025. Distributions are not accrued until declared. MPLX’s distributions are declared subsequent to the quarter end; therefore, the following table represents total cash distributions applicable to the period for which the distributions relate as opposed to the quarter in which they were declared and paid.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions, except per unit data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Distribution declared: | |||||||||||||||||||||||
| Limited partner units - public | $ | 442 | $ | 397 | $ | 1,232 | $ | 1,110 | |||||||||||||||
| Limited partner units - MPC | 784 | 698 | 2,178 | 1,936 | |||||||||||||||||||
| Total distribution declared | $ | 1,226 | $ | 1,095 | $ | 3,410 | $ | 3,046 | |||||||||||||||
| Quarterly cash distributions declared per limited partner common unit | $ | 1.2111 | $ | 1.0765 | $ | 3.3641 | $ | 2.9895 | |||||||||||||||
7. Net Income Per Limited Partner Unit
Net income per unit applicable to common units is computed by dividing net income attributable to MPLX LP less income allocated to participating securities by the weighted average number of common units outstanding.
During the three and nine months ended September 30, 2026 and September 30, 2025, MPLX had participating securities consisting of common units, certain equity-based compensation awards and dilutive potential common units related to certain equity-based compensation awards, and also for the nine months ended September 30, 2025, Series A preferred units. Potential common units that were anti-dilutive, and therefore omitted from the diluted earnings per unit calculation for the three and nine months ended September 30, 2026 and September 30, 2025, were less than one million.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions, except per unit data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Net income attributable to MPLX LP(1): | $ | 1,164 | $ | 1,545 | $ | 3,153 | $ | 3,719 | |||||||||||||||
| Less: Distributed and undistributed earnings allocated to other participating securities | 1 | 1 | 2 | 2 | |||||||||||||||||||
| Net income available to common unitholders | $ | 1,163 | $ | 1,544 | $ | 3,151 | $ | 3,717 | |||||||||||||||
| Weighted average units outstanding: | |||||||||||||||||||||||
| Basic | 1,014 | 1,019 | 1,014 | 1,020 | |||||||||||||||||||
| Diluted | 1,014 | 1,019 | 1,015 | 1,020 | |||||||||||||||||||
| Net income attributable to MPLX LP per limited partner unit: | |||||||||||||||||||||||
| Basic | $ | 1.15 | $ | 1.52 | $ | 3.11 | $ | 3.65 | |||||||||||||||
| Diluted | $ | 1.15 | $ | 1.52 | $ | 3.11 | $ | 3.65 | |||||||||||||||
(1) Allocation of net income attributable to MPLX LP assumes all earnings for the period have been distributed based on the distribution priorities applicable to the period.
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8. Segment Information
MPLX’s chief operating decision maker (“CODM”) is the chief executive officer of its general partner. The CODM reviews MPLX’s discrete financial information, makes operating decisions, assesses financial performance and allocates resources on a product-based value chain basis. MPLX has two reportable segments: Crude Oil and Products Logistics and Natural Gas and NGL Services. Each of these segments is organized and managed based upon the product-based value chain each supports.
•Crude Oil and Products Logistics – gathers, transports, stores and distributes crude oil, refined products, other hydrocarbon-based products and renewables. Also includes the operation of refining logistics, fuels distribution and inland marine businesses, terminals, rail facilities, and storage caverns.
•Natural Gas and NGL Services – gathers, treats, processes and transports natural gas; and transports, fractionates, stores and markets NGLs.
The CODM evaluates the performance of our segments using Segment Adjusted EBITDA. The CODM uses Segment Adjusted EBITDA results and considers forecast-to-actual variances on a periodic basis when making decisions about allocating capital and personnel as a part of the annual business plan process and ongoing monitoring of performance. 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) not tied to the operational performance of the segment. Assets by segment are not a measure used to assess the performance of the Partnership by our CODM and thus are not reported in our disclosures.
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The tables below present information about our reportable segments:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Crude Oil and Products Logistics | |||||||||||||||||||||||
| Service revenue | $ | 1,272 | $ | 1,205 | $ | 3,679 | $ | 3,569 | |||||||||||||||
| Rental income | 298 | 239 | 829 | 682 | |||||||||||||||||||
| Product related revenue | 5 | 4 | 16 | 12 | |||||||||||||||||||
| Sales-type lease revenue | 77 | 113 | 264 | 344 | |||||||||||||||||||
| Income from equity method investments | 83 | 71 | 197 | 186 | |||||||||||||||||||
| Other income | 33 | 28 | 91 | 94 | |||||||||||||||||||
Total segment revenues and other income(1) | 1,768 | 1,660 | 5,076 | 4,887 | |||||||||||||||||||
| Operating expenses | 582 | 553 | 1,686 | 1,613 | |||||||||||||||||||
Other segment items(2) | (18) | (30) | (86) | (98) | |||||||||||||||||||
Segment Adjusted EBITDA(3) | 1,204 | 1,137 | 3,476 | 3,372 | |||||||||||||||||||
| Capital expenditures | 174 | 147 | 409 | 391 | |||||||||||||||||||
Investments in unconsolidated affiliates(4) | — | 13 | — | 13 | |||||||||||||||||||
Natural Gas and NGL Services | |||||||||||||||||||||||
| Service revenue | 653 | 639 | 1,894 | 1,837 | |||||||||||||||||||
| Rental income | 58 | 57 | 176 | 169 | |||||||||||||||||||
| Product related revenue | 858 | 611 | 2,163 | 1,857 | |||||||||||||||||||
| Sales-type lease revenue | 51 | 37 | 139 | 110 | |||||||||||||||||||
| Income from equity method investments | 199 | 115 | 447 | 356 | |||||||||||||||||||
Gain on equity method investments(5) | — | 484 | — | 484 | |||||||||||||||||||
| Other income | 18 | 16 | 60 | 46 | |||||||||||||||||||
Total segment revenues and other income(1) | 1,837 | 1,959 | 4,879 | 4,859 | |||||||||||||||||||
| Purchased product costs | 734 | 493 | 1,819 | 1,384 | |||||||||||||||||||
| Operating expenses | 435 | 426 | 1,281 | 1,293 | |||||||||||||||||||
Other segment items(2) | 13 | 411 | (108) | 341 | |||||||||||||||||||
Segment Adjusted EBITDA(3) | 655 | 629 | 1,887 | 1,841 | |||||||||||||||||||
| Capital expenditures | 667 | 447 | 1,916 | 812 | |||||||||||||||||||
Investments in unconsolidated affiliates(4) | $ | 281 | $ | 227 | $ | 720 | $ | 549 | |||||||||||||||
(1) Within the total segment revenues and other income amounts presented above, third-party revenues for the Crude Oil and Products Logistics segment were $189 million and $508 million for the three and nine months ended September 30, 2026, respectively, and $201 million and $565 million for the three and nine months ended September 30, 2025, respectively. Third-party revenues for the Natural Gas and NGL Services segment were $1,669 million and $4,482 million for the three and nine months ended September 30, 2026, respectively, and $1,917 million and $4,682 million for the three and nine months ended September 30, 2025, respectively.
(2) Other segment items in the Crude Oil and Products Logistics segment include income from equity method investments, distributions and adjustments related to equity method investments, equity-based compensation and other miscellaneous items. Other segment items in the Natural Gas and NGL Services segment include income from equity method investments, distributions and adjustments related to equity method investments, unrealized derivative gain/(loss) and other miscellaneous items.
(3) See below for the reconciliation from Segment Adjusted EBITDA to Net income.
(4) Investments in unconsolidated affiliates for the three and nine months ended September 30, 2026 and September 30, 2025 include cash contributions to several joint ventures to fund current growth capital projects. Investments in unconsolidated affiliates for the nine months ended September 30, 2025 exclude $151 million related to the acquisition of an additional interest in the joint venture that owns and operates the Matterhorn Express Pipeline, and the three and nine months ended September 30, 2025 exclude a $49 million capital contribution to WPC Parent, LLC to purchase Enbridge’s special membership interest in the Bay Runner Pipeline project and a $13 million payment related to earnout associated with MXP Parent, LLC.
(5) The three and nine months ended September 30, 2025 represent the gain on remeasurement of our existing equity investment in BANGL in conjunction with the BANGL Acquisition.
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The table below provides a reconciliation of Segment Adjusted EBITDA for reportable segments to Net income.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Reconciliation to Net income: | |||||||||||||||||||||||
Crude Oil and Products Logistics Segment Adjusted EBITDA | $ | 1,204 | $ | 1,137 | $ | 3,476 | $ | 3,372 | |||||||||||||||
Natural Gas and NGL Services Segment Adjusted EBITDA | 655 | 629 | 1,887 | 1,841 | |||||||||||||||||||
| Total reportable segments | 1,859 | 1,766 | 5,363 | 5,213 | |||||||||||||||||||
Depreciation and amortization(1) | (378) | (346) | (1,101) | (996) | |||||||||||||||||||
| Gain on equity method investments | — | 484 | — | 484 | |||||||||||||||||||
| Net interest and other financial costs | (300) | (243) | (880) | (706) | |||||||||||||||||||
| Income from equity method investments | 282 | 186 | 644 | 542 | |||||||||||||||||||
| Distributions/adjustments related to equity method investments | (250) | (251) | (735) | (707) | |||||||||||||||||||
Transaction-related costs(2) | — | (21) | — | (21) | |||||||||||||||||||
| Adjusted EBITDA attributable to noncontrolling interests | 11 | 11 | 33 | 33 | |||||||||||||||||||
Other(3) | (50) | (31) | (141) | (93) | |||||||||||||||||||
| Net income | $ | 1,174 | $ | 1,555 | $ | 3,183 | $ | 3,749 | |||||||||||||||
(1) Depreciation and amortization attributable to Crude Oil and Products Logistics was $154 million and $443 million for the three and nine months ended September 30, 2026, respectively, and $139 million and $407 million for the three and nine months ended September 30, 2025, respectively. Depreciation and amortization attributable to Natural Gas and NGL Services was $224 million and $658 million for the three and nine months ended September 30, 2026, respectively, and $207 million and $589 million for the three and nine months ended September 30, 2025, respectively.
(2) Transaction-related costs include costs associated with acquisition and divestiture-related activities, including significant transactions discussed in Note 3.
(3) Includes unrealized derivative gain/(loss), equity-based compensation, provision for income taxes, and other miscellaneous items.
9. Property, Plant and Equipment
Property, plant and equipment with associated accumulated depreciation is shown below:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| (In millions) | Gross PP&E | Accumulated Depreciation | Net PP&E | Gross PP&E | Accumulated Depreciation | Net PP&E | |||||||||||||||||||||||||||||
Crude Oil and Products Logistics | $ | 14,369 | $ | 5,452 | $ | 8,917 | $ | 13,809 | $ | 5,058 | $ | 8,751 | |||||||||||||||||||||||
Natural Gas and NGL Services | 19,696 | 5,531 | 14,165 | 17,950 | 5,003 | 12,947 | |||||||||||||||||||||||||||||
| Total | $ | 34,065 | $ | 10,983 | $ | 23,082 | $ | 31,759 | $ | 10,061 | $ | 21,698 | |||||||||||||||||||||||
Depreciation expense was $335 million and $970 million for the three and nine months ended September 30, 2026, respectively, and $310 million and $897 million for the three and nine months ended September 30, 2025, respectively.
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10. 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 September 30, 2026 and December 31, 2025 by fair value hierarchy level.
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| (In millions) | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Embedded derivatives in commodity contracts | |||||||||||||||||||||||
| Other current liabilities | $ | — | $ | — | $ | 13 | $ | — | $ | — | $ | 6 | |||||||||||
| Other long-term liabilities | — | — | 40 | — | — | 35 | |||||||||||||||||
| Total embedded derivatives in commodity contracts | — | — | 53 | — | — | 41 | |||||||||||||||||
| Contingent consideration / Other long-term liabilities | — | — | 238 | — | — | 236 | |||||||||||||||||
| Commodity contracts - related party | — | 25 | — | — | — | — | |||||||||||||||||
| Total carrying value in Consolidated Balance Sheets | $ | — | $ | 25 | $ | 291 | $ | — | $ | — | $ | 277 | |||||||||||
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 $0.64 to $2.04 per gallon with a weighted average of $0.89 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.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Beginning balance | $ | (282) | $ | (55) | $ | (277) | $ | (58) | |||||||||||||||
Contingent consideration(1) | — | (234) | — | (234) | |||||||||||||||||||
Unrealized and realized gain/(loss) included in Net income(2) | (13) | 2 | (23) | (1) | |||||||||||||||||||
| Settlements | 4 | 2 | 9 | 8 | |||||||||||||||||||
| Ending balance | $ | (291) | $ | (285) | $ | (291) | $ | (285) | |||||||||||||||
| 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 | $ | (12) | $ | 2 | $ | (19) | $ | (1) | |||||||||||||||
(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
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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 11).
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:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| (In millions) | Fair Value | Carrying Value | Fair Value | Carrying Value | |||||||||||||||||||
Outstanding debt(1) | $ | 24,381 | $ | 26,797 | $ | 24,887 | $ | 25,821 | |||||||||||||||
(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 is reflected in Current liabilities - related parties in the Consolidated Balance Sheets.
11. Derivatives
Embedded Derivative - MPLX has a natural gas purchase commitment embedded in a keep-whole processing agreement with a producer customer in the Southern Appalachia region expiring in December 2027. The customer has the unilateral option to extend the agreement for one -year term through December 2032. For accounting purposes, the natural gas purchase commitment and the term extending option have been aggregated into a single compound embedded derivative. The probability of the customer exercising its option is determined based on assumptions about the customer’s potential business strategy decision points that may exist at the time they would elect whether to renew the contract. The changes in fair value of this compound embedded derivative are based on the difference between the contractual and index pricing, the probability of the producer customer exercising its option to extend, and the estimated favorability of these contracts compared to current market conditions. The changes in fair value are recorded in earnings through Purchased product costs in the Consolidated Statements of Income. For further information regarding the fair value measurement of derivative instruments, see Note 10.
Related Party Derivatives - MPLX has derivative positions with MPC to partially hedge its direct exposure to commodity price risk in its Natural Gas and NGL Services segment. Changes in the fair value of the derivatives are based on changes in forward price curves for the underlying commodity and recognized in earnings through Product sales and Service revenue - product related, in the Consolidated Statements of Income.
The following table presents the fair value of derivative instruments as of September 30, 2026 and December 31, 2025, and the line items in the Consolidated Balance Sheets in which the fair values are reflected. As of September 30, 2026 and December 31, 2025, there were no derivative assets or liabilities that were offset in the Consolidated Balance Sheets.
| (In millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Commodity derivatives | |||||||||||
| Current liabilities - related parties | $ | 25 | $ | — | |||||||
Other current liabilities(1) | 13 | 6 | |||||||||
Other long-term liabilities(1) | 40 | 35 | |||||||||
(1) Includes embedded derivatives.
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The impact of MPLX’s derivative contracts not designated as hedging instruments and the location of gains and losses recognized in the Consolidated Statements of Income is summarized below:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Realized loss | $ | (2) | $ | — | $ | (6) | $ | — | |||||||||||||||
| Unrealized loss | (2) | — | (4) | — | |||||||||||||||||||
| Product sales loss | (4) | — | (10) | — | |||||||||||||||||||
| Realized loss | (16) | — | (37) | — | |||||||||||||||||||
| Unrealized loss | (9) | — | (21) | — | |||||||||||||||||||
| Service revenue - product related loss | (25) | — | (58) | — | |||||||||||||||||||
| Realized loss | (3) | (2) | (8) | (8) | |||||||||||||||||||
| Unrealized gain/(loss) | (7) | 4 | (13) | 7 | |||||||||||||||||||
| Purchased product costs gain/(loss) | (10) | 2 | (21) | (1) | |||||||||||||||||||
| Total derivative gain/(loss) included in Net income | $ | (39) | $ | 2 | $ | (89) | $ | (1) | |||||||||||||||
12. Debt
MPLX’s outstanding borrowings consist of the following:
| (In millions) | September 30, 2026 | December 31, 2025 | |||||||||
| MPLX LP: | |||||||||||
| Fixed rate senior notes | $ | 26,969 | $ | 25,969 | |||||||
| Consolidated subsidiaries: | |||||||||||
| ANDX | 31 | 31 | |||||||||
| Finance lease obligations | 5 | 6 | |||||||||
| Total | 27,005 | 26,006 | |||||||||
| Unamortized debt issuance costs | (194) | (174) | |||||||||
| Unamortized discount | (203) | (179) | |||||||||
| Amounts due within one year | (2) | (1,502) | |||||||||
| Total long-term debt due after one year | $ | 26,606 | $ | 24,151 | |||||||
Credit Agreement
On April 7, 2026, MPLX entered into a new revolving credit facility (the “MPLX Credit Agreement”) to replace the previously existing credit facility, which was scheduled to expire July 2027. The MPLX Credit Agreement has a five-year term and expires in April 2031. MPLX’s total capacity under the MPLX Credit Agreement increased from $2.0 billion to $2.5 billion and includes sub-facilities for swing-line loans of up to $150 million and letters of credit of up to $150 million. Borrowings under the MPLX Credit Agreement bear interest, at MPLX’s election, at either the Adjusted Term SOFR or the Alternate Base Rate, both as defined in the MPLX Credit Agreement, plus an applicable margin within ranges defined in the MPLX Credit Agreement, depending on MPLX’s credit ratings.
At September 30, 2026, MPLX had no outstanding borrowings and less than $1 million in letters of credit outstanding under this facility, resulting in total availability of approximately $2.5 billion or approximately 100 percent of the borrowing capacity.
Fixed Rate Senior Notes
MPLX’s senior notes, including those issued by consolidated subsidiaries, consist of various series of senior notes maturing between 2027 and 2058 with interest rates ranging from 2.650 percent to 6.200 percent. Interest on each series of notes is payable semi-annually in arrears on various dates depending on the series of the notes.
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The following table summarizes debt issuances during the nine months ended September 30, 2026, all of which were issued in an underwritten public offering:
| Issue Date | Aggregate Principal Amount (in millions) | Coupon (percent) | Price to Public (percent of par) | Interest Payment Dates | Maturity Date | |||||||||||||||||||||||||||
| February 12, 2026 | $1,000 | 5.300 | 99.678 | April 1 and October 1 | April 1, 2036 | |||||||||||||||||||||||||||
| February 12, 2026 | 500 | 6.100 | 98.453 | April 1 and October 1 | April 1, 2056 | |||||||||||||||||||||||||||
| August 24, 2026 | 1,250 | 4.700 | 99.312 | May 1 and November 1 | November 1, 2029 | |||||||||||||||||||||||||||
| August 24, 2026 | 500 | 5.000 | 98.972 | May 1 and November 1 | May 1, 2032 | |||||||||||||||||||||||||||
| August 24, 2026 | 500 | 5.500 | 98.066 | May 1 and November 1 | November 1, 2036 | |||||||||||||||||||||||||||
In March 2026, MPLX used the proceeds from the issuance of senior notes in February 2026 to repay all of MPLX’s outstanding $1.5 billion aggregate principal amount of 1.750 percent senior notes at maturity.
In September 2026, MPLX used a portion of the proceeds from the issuance of senior notes in August 2026 to redeem the outstanding $1.25 billion aggregate principal amount of 4.125 percent senior notes due March 2027.
13. Net Interest and Other Financial Costs
Net interest and other financial costs were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Interest expense | $ | 330 | $ | 279 | $ | 966 | $ | 767 | |||||||||||||||
| Other financial costs | 12 | (9) | 32 | 14 | |||||||||||||||||||
| Interest income | (12) | (16) | (42) | (50) | |||||||||||||||||||
| Capitalized interest | (30) | (11) | (76) | (25) | |||||||||||||||||||
| Net interest and other financial costs | $ | 300 | $ | 243 | $ | 880 | $ | 706 | |||||||||||||||
14. Revenue
Disaggregation of Revenue
The following tables represent a disaggregation of revenue for each reportable segment for the three and nine months ended September 30, 2026 and September 30, 2025:
| Three Months Ended September 30, 2026 | |||||||||||||||||
| (In millions) | Crude Oil and Products Logistics | Natural Gas and NGL Services | Total | ||||||||||||||
| Revenues and other income: | |||||||||||||||||
| Service revenue | $ | 94 | $ | 646 | $ | 740 | |||||||||||
| Service revenue - related parties | 1,178 | 7 | 1,185 | ||||||||||||||
Service revenue - product related(1) | — | 46 | 46 | ||||||||||||||
Product sales(1) | 1 | 668 | 669 | ||||||||||||||
| Product sales - related parties | 4 | 144 | 148 | ||||||||||||||
| Total revenues from contracts with customers | $ | 1,277 | $ | 1,511 | 2,788 | ||||||||||||
Non-ASC 606 revenue and other income(2) | 817 | ||||||||||||||||
| Total revenues and other income | $ | 3,605 | |||||||||||||||
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| Three Months Ended September 30, 2025 | |||||||||||||||||
| (In millions) | Crude Oil and Products Logistics | Natural Gas and NGL Services | Total | ||||||||||||||
| Revenues and other income: | |||||||||||||||||
| Service revenue | $ | 115 | $ | 635 | $ | 750 | |||||||||||
| Service revenue - related parties | 1,090 | 4 | 1,094 | ||||||||||||||
| Service revenue - product related | — | 64 | 64 | ||||||||||||||
| Product sales | 1 | 524 | 525 | ||||||||||||||
| Product sales - related parties | 3 | 23 | 26 | ||||||||||||||
| Total revenues from contracts with customers | $ | 1,209 | $ | 1,250 | 2,459 | ||||||||||||
Non-ASC 606 revenue and other income(2) | 1,160 | ||||||||||||||||
| Total revenues and other income | $ | 3,619 | |||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||
| (In millions) | Crude Oil and Products Logistics | Natural Gas and NGL Services | Total | ||||||||||||||
| Revenues and other income: | |||||||||||||||||
| Service revenue | $ | 279 | $ | 1,875 | $ | 2,154 | |||||||||||
| Service revenue - related parties | 3,400 | 19 | 3,419 | ||||||||||||||
Service revenue - product related(1) | — | 135 | 135 | ||||||||||||||
Product sales(1) | 4 | 1,699 | 1,703 | ||||||||||||||
| Product sales - related parties | 12 | 329 | 341 | ||||||||||||||
| Total revenues from contracts with customers | $ | 3,695 | $ | 4,057 | 7,752 | ||||||||||||
Non-ASC 606 revenue and other income(2) | 2,203 | ||||||||||||||||
| Total revenues and other income | $ | 9,955 | |||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||
| (In millions) | Crude Oil and Products Logistics | Natural Gas and NGL Services | Total | ||||||||||||||
| Revenues and other income: | |||||||||||||||||
| Service revenue | $ | 332 | $ | 1,821 | $ | 2,153 | |||||||||||
| Service revenue - related parties | 3,237 | 16 | 3,253 | ||||||||||||||
| Service revenue - product related | — | 233 | 233 | ||||||||||||||
| Product sales | 3 | 1,507 | 1,510 | ||||||||||||||
| Product sales - related parties | 9 | 117 | 126 | ||||||||||||||
| Total revenues from contracts with customers | $ | 3,581 | $ | 3,694 | 7,275 | ||||||||||||
Non-ASC 606 revenue and other income(2) | 2,471 | ||||||||||||||||
| Total revenues and other income | $ | 9,746 | |||||||||||||||
(1) Contains non-ASC 606 revenue from derivative-related activity as disclosed in Note 11.
(2) Non-ASC 606 Revenue and other income includes rental income, sales-type lease revenue, income from equity method investments, and other income.
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Contract Balances
The tables below reflect the changes in ASC 606 contract balances for the nine months ended September 30, 2026 and September 30, 2025:
| (In millions) | Balance at December 31, 2025 | Additions/ (Deletions) | Revenue Recognized(1) | Balance at September 30, 2026 | |||||||||||||||||||
| Contract assets | $ | 15 | $ | (14) | $ | — | $ | 1 | |||||||||||||||
| Long-term contract assets | 4 | — | — | 4 | |||||||||||||||||||
| Deferred revenue | 13 | 26 | (19) | 20 | |||||||||||||||||||
| Deferred revenue - related parties | 66 | 63 | (62) | 67 | |||||||||||||||||||
| Long-term deferred revenue | 117 | (13) | — | 104 | |||||||||||||||||||
| Long-term deferred revenue - related parties | 45 | 3 | — | 48 | |||||||||||||||||||
| (In millions) | Balance at December 31, 2024 | Additions/ (Deletions) | Revenue Recognized(1) | Balance at September 30, 2025 | |||||||||||||||||||
| Contract assets | $ | 2 | $ | 10 | $ | — | $ | 12 | |||||||||||||||
| Long-term contract assets | — | 4 | — | 4 | |||||||||||||||||||
| Deferred revenue | 84 | 22 | (59) | 47 | |||||||||||||||||||
| Deferred revenue - related parties | 71 | 66 | (62) | 75 | |||||||||||||||||||
| Long-term deferred revenue | 315 | (15) | — | 300 | |||||||||||||||||||
| Long-term deferred revenue - related parties | 44 | 1 | — | 45 | |||||||||||||||||||
(1) No significant revenue was recognized related to past performance obligations in the periods presented.
Remaining Performance Obligations
The table below includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2026. The amounts presented below are generally limited to fixed consideration from contracts with customers that contain minimum volume commitments.
A significant portion of our future contracted revenue is excluded from the amounts presented below in accordance with ASC 606. Variable consideration that is constrained or not required to be estimated as it reflects our efforts to perform is excluded from this disclosure. Additionally, we do not disclose information on the future performance obligations for any contract with an original expected duration of one year or less, or that are terminable by our customer with little or no termination penalties. Potential future performance obligations related to renewals that have not yet been exercised or are not certain of exercise are excluded from the amounts presented below. Revenues classified as Rental income and Sales-type lease revenue are also excluded from this table.
| (In billions) | |||||
| 2026 | $ | 0.5 | |||
| 2027 | 2.0 | ||||
| 2028 | 0.8 | ||||
| 2029 | 0.5 | ||||
| 2030 | 0.4 | ||||
| 2031 and thereafter | 1.2 | ||||
| Total estimated revenue on remaining performance obligations | $ | 5.4 | |||
As of September 30, 2026, unsatisfied performance obligations included in the Consolidated Balance Sheets are $239 million and will be recognized as revenue as the obligations are satisfied, which is generally expected to occur over the next 19 years. A portion of this amount is not disclosed in the table above as it is deemed variable consideration due to volume variability.
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15. Supplemental Cash Flow Information
| Nine Months Ended September 30, | |||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Net cash provided by operating activities included: | |||||||||||
| Interest paid (net of amounts capitalized) | $ | 931 | $ | 705 | |||||||
| Income taxes paid | 4 | 3 | |||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Payments on operating leases | 50 | 47 | |||||||||
| Net cash provided by financing activities included: | |||||||||||
| Principal payments under finance lease obligations | 6 | 2 | |||||||||
| Non-cash investing and financing activities: | |||||||||||
| Net transfers of property, plant and equipment to lease receivable | 187 | 123 | |||||||||
Contribution of assets(1) | — | 115 | |||||||||
| ROU assets obtained in exchange for new operating lease obligations | 10 | 30 | |||||||||
| ROU assets obtained in exchange for new finance lease obligations | 4 | 3 | |||||||||
Book value of equity method investment(2) | — | 282 | |||||||||
Contingent consideration(3) | — | 234 | |||||||||
(1) Represents the book value of assets contributed by MPLX to a joint venture.
(2) Represents the book value of MPLX’s equity method investment in BANGL, prior to MPLX buying out the remaining interest in the entity. See Note 3 - BANGL, LLC Acquisition.
(3) See Note 3 - BANGL, LLC Acquisition.
The Consolidated Statements of Cash Flows exclude changes to the Consolidated Balance Sheets that do not affect cash. The following is a reconciliation of additions to property, plant and equipment to total capital expenditures:
| Nine Months Ended September 30, | |||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Additions to property, plant and equipment | $ | 2,195 | $ | 1,094 | |||||||
| Increase in capital accruals | 130 | 131 | |||||||||
| Other | — | (22) | |||||||||
| Total capital expenditures | $ | 2,325 | $ | 1,203 | |||||||
16. Leases
During the second quarter of 2026, a refining logistics agreement between MPLX and MPC was renewed which required reassessment of the agreement under ASC 842. As a result of the reassessment, the lease was reclassified from sales-type to operating. Accordingly, property, plant and equipment, net in the amount of $216 million was recognized by MPLX along with a reduction of lease receivable of $102 million and a reduction of unguaranteed residual asset of $100 million. There have been no other significant changes in our operating and sales-type lease obligations since those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2025.
The following is a schedule of minimum future rental payments to be received on the non-cancellable operating leases as of September 30, 2026:
| (In millions) | Related Party | Third Party | Total | ||||||||||||||
| 2026 | $ | 246 | $ | 24 | $ | 270 | |||||||||||
| 2027 | 935 | 84 | 1,019 | ||||||||||||||
| 2028 | 630 | 75 | 705 | ||||||||||||||
| 2029 | 473 | 73 | 546 | ||||||||||||||
| 2030 | 474 | 59 | 533 | ||||||||||||||
| 2031 and thereafter | 763 | 185 | 948 | ||||||||||||||
| Total minimum future rentals | $ | 3,521 | $ | 500 | $ | 4,021 | |||||||||||
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17. Commitments and Contingencies
We are the subject of, or a party to, a number of pending or threatened legal actions, contingencies and commitments involving a variety of matters, including laws and regulations relating to the environment. Some of these matters are discussed below. For matters for which we have not recorded a liability, we are unable to estimate a range of possible loss because the issues involved have not been fully developed through pleadings, discovery or court proceedings. However, the ultimate resolution of some of these contingencies could, individually or in the aggregate, be material.
Environmental Matters
We are subject to federal, state and local laws and regulations relating to the environment. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites. Penalties may be imposed for non-compliance.
Accrued liabilities for remediation totaled $ and $ at September 30, 2026 and December 31, 2025, respectively. It is not presently possible to estimate the ultimate amount of all remediation costs that might be incurred or the penalties, if any, that may be imposed.
We are involved in environmental enforcement matters arising in the ordinary course of business. While the outcome and impact on us cannot be predicted with certainty, management believes the resolution of these environmental matters will not, individually or collectively, have a material adverse effect on our consolidated results of operations, financial position or cash flows.
Other Legal Proceedings
Tesoro High Plains Pipeline
In July 2020, Tesoro High Plains Pipeline Company, LLC (“THPP”), a subsidiary of MPLX, received a Notification of Trespass Determination from the Bureau of Indian Affairs (“BIA”) relating to a portion of the Tesoro High Plains Pipeline. The notification demanded the immediate cessation of pipeline operations and assessed trespass damages of approximately $187 million. After subsequent appeal proceedings and in compliance with a new order issued by the BIA, THPP paid approximately $4 million in assessed trespass damages and ceased use of the portion of the pipeline that crosses the property at issue. In March 2021, the BIA issued an order purporting to vacate the BIA's prior orders related to THPP’s alleged trespass and direct the Regional Director of the BIA to reconsider the issue of THPP’s alleged trespass and issue a new order. In April 2021, THPP filed a lawsuit in the District of North Dakota against the United States of America, the U.S. Department of the Interior and the BIA challenging the March 2021 order purporting to vacate all previous orders related to THPP’s alleged trespass. The case is proceeding on the merits of THPP’s challenge to the March 2021 order purporting to vacate all previous orders related to THPP’s alleged trespass.
We are also a party to a number of other lawsuits and other proceedings arising in the ordinary course of business. While the ultimate outcome and impact to us cannot be predicted with certainty, we believe the resolution of these other lawsuits and proceedings will not, individually or collectively, have a material adverse effect on our consolidated financial position, results of operations or cash flows.
Guarantees
Dakota Access Pipeline
We hold a 9.19 percent indirect interest in Dakota Access, which owns and operates the Bakken Pipeline system. We have entered into a Contingent Equity Contribution Agreement whereby we, along with the other joint venture owners in the Bakken Pipeline system, have agreed to make equity contributions to the joint venture upon vacatur of an easement that results in a shutdown of the pipeline to allow the entities that own and operate the Bakken Pipeline system to satisfy their senior note payment obligations. As of September 30, 2026, our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement were approximately $78 million.
Contractual Commitments and Contingencies
From time to time and in the ordinary course of business, we and our affiliates provide guarantees of our subsidiaries’ payment and performance obligations in the Natural Gas and NGL Services segment. Certain natural gas processing and gathering arrangements require us to construct new natural gas processing plants, natural gas gathering pipelines and NGL pipelines and contain certain fees and charges if specified construction milestones are not achieved for reasons other than force majeure. In certain cases, certain producers may have the right to cancel the processing arrangements if there are significant delays that are not due to force majeure. As of September 30, 2026, we do not believe there are any indications that we will not be able to meet the construction milestones, that force majeure does not apply or that such fees and charges will otherwise be triggered.
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18. Subsequent Event
Announced Divestiture of St. Paul Park and Mandan Logistics Assets
On November 2, 2026, we entered into a definitive agreement to divest our logistics assets associated with MPC’s St. Paul Park, Minnesota and Mandan, North Dakota refineries for $750 million in cash, subject to working capital and other closing adjustments. The carrying value of the associated net assets was $422 million as of September 30, 2026 and reported within the Crude Oil and Products Logistics segment. The transaction is expected to close in the fourth quarter of 2026, pending satisfaction of customary closing conditions and regulatory approvals.
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Item 2. 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, 2025.
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 “advance,” “anticipate,” “believe,” “commitment,” “continue,” “could,” “design,” “drive,” “endeavor,” “estimate,” “expect,” “focus,” “forecast,” “goal,” “guidance,” “intend,” “may,” “objective,” “opportunity,” “outlook,” “plan,” “policy,” “position,” “potential,” “predict,” “priority,” “progress,” “project,” “prospective,” “pursue,” “seek,” “should,” “strategy,” “strive,” “support,” “target,” “trends,” “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 tariffs, inflation, interest rates, government shutdowns, 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;
•increased commodity price volatility and supply disruptions due to the U.S.-Iran conflict and market reactions thereto;
•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;
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•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;
•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 ability to realize expected returns or other benefits on planned, anticipated, ongoing or completed projects or transactions, including the recently announced divestiture of logistics assets associated with the St. Paul Park and Mandan refineries and the acquisitions of Northwind Delaware Holdings LLC and BANGL, LLC;
•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, including the recently announced divestiture of logistic assets associated with the St. Paul Park and Mandan refineries;
•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;
•compliance costs and uncertainty associated with cap and invest programs or similar arrangements or programs in California or other jurisdictions; and
•our ability to successfully implement our sustainable energy strategy and principles and achieve our ESG plans and goals 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, 2025. 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.
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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, treats, 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, 2026 and September 30, 2025 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
•Increased quarterly distribution 12.5 percent for the third consecutive year, to $4.84 per unit annualized
•Third-quarter net income attributable to MPLX of $1.2 billion and net cash provided by operating activities of $1.5 billion
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•Adjusted EBITDA attributable to MPLX of $1.9 billion and distributable cash flow of $1.5 billion, enabling the return of $1.1 billion of capital
•Executing Natural Gas and NGL value chain growth strategy; Harmon Creek III processing plant began operations in August; progressing expansion and integration of our Permian sour gas treating facility
•On November 2, 2026, we entered into a definitive agreement to divest our logistics assets associated with MPC’s St. Paul Park, Minnesota and Mandan, North Dakota refineries for $750 million in cash, subject to working capital and other closing adjustments. The carrying value of the associated net assets was $422 million as of September 30, 2026 and reported within the Crude Oil and Products Logistics segment. The transaction is expected to close in the fourth quarter of 2026, pending satisfaction of customary closing conditions and regulatory approvals.
Business and Economic Environment Update
We continue to see production increases across our key operating regions. The Marcellus continues to see steady rig counts and production volumes, while Utica production has increased despite lower rig activity. 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 to accelerate over the next few years as a result of LNG facilities coming online in the Gulf Coast supporting international demand, as well as increased electricity generation required for data centers and overall rising electric grid demand. As demand rises, MPLX is well-positioned to support the development plans of its producer-customers. Additionally, we believe 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
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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) | 2026 | 2025 | Variance | 2026 | 2025 | Variance | |||||||||||||||||||||||||||||
| Revenues and other income: | |||||||||||||||||||||||||||||||||||
| Service revenue | $ | 1,925 | $ | 1,844 | $ | 81 | $ | 5,573 | $ | 5,406 | $ | 167 | |||||||||||||||||||||||
| Rental income | 356 | 296 | 60 | 1,005 | 851 | 154 | |||||||||||||||||||||||||||||
| Product related revenue | 863 | 615 | 248 | 2,179 | 1,869 | 310 | |||||||||||||||||||||||||||||
| Sales-type lease revenue | 128 | 150 | (22) | 403 | 454 | (51) | |||||||||||||||||||||||||||||
| Income from equity method investments | 282 | 186 | 96 | 644 | 542 | 102 | |||||||||||||||||||||||||||||
| Gain on equity method investments | — | 484 | (484) | — | 484 | (484) | |||||||||||||||||||||||||||||
| Other income | 51 | 44 | 7 | 151 | 140 | 11 | |||||||||||||||||||||||||||||
| Total revenues and other income | 3,605 | 3,619 | (14) | 9,955 | 9,746 | 209 | |||||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||
| Cost of revenues (excludes items below) | 411 | 395 | 16 | 1,218 | 1,153 | 65 | |||||||||||||||||||||||||||||
| Purchased product costs | 734 | 493 | 241 | 1,819 | 1,384 | 435 | |||||||||||||||||||||||||||||
| Rental cost of sales | 23 | 26 | (3) | 68 | 73 | (5) | |||||||||||||||||||||||||||||
| Purchases - related parties | 418 | 396 | 22 | 1,224 | 1,234 | (10) | |||||||||||||||||||||||||||||
| Depreciation and amortization | 378 | 346 | 32 | 1,101 | 996 | 105 | |||||||||||||||||||||||||||||
| General and administrative expenses | 130 | 126 | 4 | 352 | 345 | 7 | |||||||||||||||||||||||||||||
| Other taxes | 35 | 36 | (1) | 105 | 101 | 4 | |||||||||||||||||||||||||||||
| Total costs and expenses | 2,129 | 1,818 | 311 | 5,887 | 5,286 | 601 | |||||||||||||||||||||||||||||
| Income from operations | 1,476 | 1,801 | (325) | 4,068 | 4,460 | (392) | |||||||||||||||||||||||||||||
| Net interest and other financial costs | 300 | 243 | 57 | 880 | 706 | 174 | |||||||||||||||||||||||||||||
| Income before income taxes | 1,176 | 1,558 | (382) | 3,188 | 3,754 | (566) | |||||||||||||||||||||||||||||
| Provision for income taxes | 2 | 3 | (1) | 5 | 5 | — | |||||||||||||||||||||||||||||
| Net income | 1,174 | 1,555 | (381) | 3,183 | 3,749 | (566) | |||||||||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | 10 | 10 | — | 30 | 30 | — | |||||||||||||||||||||||||||||
| Net income attributable to MPLX LP | $ | 1,164 | $ | 1,545 | $ | (381) | $ | 3,153 | $ | 3,719 | $ | (566) | |||||||||||||||||||||||
Adjusted EBITDA attributable to MPLX LP(1) | $ | 1,859 | $ | 1,766 | $ | 93 | $ | 5,363 | $ | 5,213 | $ | 150 | |||||||||||||||||||||||
DCF attributable to MPLX(1) | $ | 1,537 | $ | 1,468 | $ | 69 | $ | 4,395 | $ | 4,374 | $ | 21 | |||||||||||||||||||||||
(1) Non-GAAP measure. See reconciliation below to the most directly comparable GAAP measures.
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to MPLX LP from Net income: | |||||||||||||||||||||||
| Net income | $ | 1,174 | $ | 1,555 | $ | 3,183 | $ | 3,749 | |||||||||||||||
| Provision for income taxes | 2 | 3 | 5 | 5 | |||||||||||||||||||
| Net interest and other financial costs | 300 | 243 | 880 | 706 | |||||||||||||||||||
| Income from operations | 1,476 | 1,801 | 4,068 | 4,460 | |||||||||||||||||||
| Depreciation and amortization | 378 | 346 | 1,101 | 996 | |||||||||||||||||||
| Income from equity method investments | (282) | (186) | (644) | (542) | |||||||||||||||||||
| Distributions/adjustments related to equity method investments | 250 | 251 | 735 | 707 | |||||||||||||||||||
| Gain on equity method investments | — | (484) | — | (484) | |||||||||||||||||||
Transaction-related costs(1) | — | 21 | — | 21 | |||||||||||||||||||
Other(2) | 48 | 28 | 136 | 88 | |||||||||||||||||||
| Adjusted EBITDA | 1,870 | 1,777 | 5,396 | 5,246 | |||||||||||||||||||
| Adjusted EBITDA attributable to noncontrolling interests | (11) | (11) | (33) | (33) | |||||||||||||||||||
| Adjusted EBITDA attributable to MPLX LP | 1,859 | 1,766 | 5,363 | 5,213 | |||||||||||||||||||
| Deferred revenue impacts | 15 | (6) | 41 | (34) | |||||||||||||||||||
| Sales-type lease payments, net of income | 8 | 21 | 29 | 48 | |||||||||||||||||||
Adjusted net interest and other financial costs(3) | (291) | (236) | (856) | (680) | |||||||||||||||||||
| Maintenance capital expenditures, net of reimbursements | (49) | (70) | (170) | (150) | |||||||||||||||||||
| Equity method investment maintenance capital expenditures paid out | (7) | (4) | (16) | (12) | |||||||||||||||||||
| Other | 2 | (3) | 4 | (11) | |||||||||||||||||||
| DCF attributable to MPLX LP | $ | 1,537 | $ | 1,468 | $ | 4,395 | $ | 4,374 | |||||||||||||||
(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.
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to MPLX LP from Net cash provided by operating activities: | |||||||||||||||||||||||
| Net cash provided by operating activities | $ | 1,477 | $ | 1,431 | $ | 4,526 | $ | 4,413 | |||||||||||||||
| Changes in working capital items | 54 | 40 | (136) | (43) | |||||||||||||||||||
| All other, net | (3) | — | (2) | (4) | |||||||||||||||||||
| Loss on extinguishment of debt | 1 | — | 1 | 3 | |||||||||||||||||||
Adjusted net interest and other financial costs(1) | 291 | 236 | 856 | 680 | |||||||||||||||||||
| Other adjustments to equity method investment distributions | 18 | 15 | 50 | 76 | |||||||||||||||||||
Transaction-related costs(2) | — | 21 | — | 21 | |||||||||||||||||||
| Other | 32 | 34 | 101 | 100 | |||||||||||||||||||
| Adjusted EBITDA | 1,870 | 1,777 | 5,396 | 5,246 | |||||||||||||||||||
| Adjusted EBITDA attributable to noncontrolling interests | (11) | (11) | (33) | (33) | |||||||||||||||||||
| Adjusted EBITDA attributable to MPLX LP | 1,859 | 1,766 | 5,363 | 5,213 | |||||||||||||||||||
| Deferred revenue impacts | 15 | (6) | 41 | (34) | |||||||||||||||||||
| Sales-type lease payments, net of income | 8 | 21 | 29 | 48 | |||||||||||||||||||
Adjusted net interest and other financial costs(1) | (291) | (236) | (856) | (680) | |||||||||||||||||||
| Maintenance capital expenditures, net of reimbursements | (49) | (70) | (170) | (150) | |||||||||||||||||||
| Equity method investment maintenance capital expenditures paid out | (7) | (4) | (16) | (12) | |||||||||||||||||||
| Other | 2 | (3) | 4 | (11) | |||||||||||||||||||
| DCF attributable to MPLX LP | $ | 1,537 | $ | 1,468 | $ | 4,395 | $ | 4,374 | |||||||||||||||
(1) Represents Net interest and other financial costs excluding gains and/or (losses) 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, 2026 compared to three months ended September 30, 2025
Net income attributable to MPLX decreased $381 million in the third quarter of 2026 compared to the third quarter of 2025.
Total revenues and other income decreased $14 million in the third quarter of 2026 compared to the third quarter of 2025 primarily due to:
•Increased Service revenue of $81 million primarily due to $63 million of crude oil and products logistics rate and fee increases which includes increased butane blending, $27 million of higher throughput and rates in the Marcellus and $19 million from recent acquisitions, partially offset by $37 million due to the Rockies divestiture.
•Increased Rental income of $60 million primarily due to changes in the presentation of lease income between sales-type lease revenue, service revenue and rental income as a result of lease contract modifications, and annual fee escalations related to our refining logistics assets.
•Increased Product related revenue of $248 million primarily due to higher NGL prices in the Southwest, Marcellus, Southern Appalachia and Bakken of $169 million, and higher NGL sales volumes in the Southwest of $152 million. These increases were partially offset by $45 million due to the Rockies divestiture and $29 million due to derivative impacts.
•Increased Income from equity method investments of $96 million primarily due to derivative impacts as well as higher 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.
•Decreased Gain on equity method investments of $484 million due to the recognition of a $484 million gain from the acquisition of the remaining 55 percent interest in BANGL, LLC (the “BANGL Acquisition”) in the third quarter of 2025.
Total costs and expenses increased by $311 million in the third quarter of 2026 compared to the same period of 2025 primarily due to:
•Increased Cost of revenues of $16 million primarily due to $18 million of incremental operating costs as a result of recent acquisitions.
•Increased Purchased product costs of $241 million primarily due to higher NGL prices in the Southwest of $154 million and higher NGL volumes in the Southwest of $108 million, partially offset by $31 million due to the Rockies divestiture.
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•Increased Depreciation and amortization of $32 million primarily due to incremental depreciation associated with recent acquisitions and other assets placed in service, partially offset by a decrease due to the Rockies divestiture.
Net interest and other financial costs increased $57 million primarily due to increased borrowings in 2025 to fund acquisitions.
Nine months ended September 30, 2026 compared to nine months ended September 30, 2025
Net income attributable to MPLX decreased $566 million in the first nine months of 2026 compared to the same period of 2025.
Total revenues and other income increased $209 million in the first nine months of 2026 compared to the same period of 2025 primarily due to:
•Increased Service revenue of $167 million primarily due to $172 million of crude oil and products logistics rate and fee increases which includes increased butane blending, $86 million from recent acquisitions, and increased throughput and fee rates in the Marcellus of $78 million, partially offset by $118 million due to the Rockies divestiture, decreased pipeline throughput of $52 million, and $7 million due to the absence of non-recurring benefit associated with a customer agreement in 2025.
•Increased Rental income of $154 million primarily due to changes in the presentation of lease income between sales-type lease revenue, service revenue and rental income as a result of lease contract modifications, and annual fee escalations related to our refining logistics assets.
•Increased Product related revenue of $310 million primarily due to higher NGL sales volumes in the Southwest of $417 million, and higher NGL prices in the Southwest, Marcellus, Southern Appalachia and Bakken of $152 million. These increases were partially offset by $168 million due to the Rockies divestiture, derivative impacts of $68 million and $27 million due to the absence of a non-recurring benefit associated with a customer agreement in 2025.
•Decrease in Sales-type lease revenue of $51 million primarily due to changes in the presentation of lease income between sales-type lease revenue, service revenue and rental income as a result of lease contract modifications.
•Increased Income from equity method investments of $102 million primarily due to derivative impacts as well as higher throughput and fee rates in certain processing and pipeline joint ventures, partially offset by 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.
•Decreased Gain on equity method investments of $484 million due to the recognition of a $484 million gain from the BANGL Acquisition in the third quarter of 2025.
Total costs and expenses increased by $601 million in the first nine months of 2026 compared to the same period of 2025 primarily due to:
•Increased Cost of revenues of $65 million primarily due to higher incremental operating costs as a result of recent acquisitions of $67 million and higher net operating costs and repairs and maintenance costs of $60 million, partially offset by $67 million due to the Rockies divestiture.
•Increased Purchased product costs of $435 million primarily due to higher NGL volumes in the Southwest of $325 million and higher NGL prices in the Southwest of $146 million, partially offset by $55 million due to the Rockies divestiture.
•Increased Depreciation and amortization of $105 million primarily due to incremental depreciation associated with recent acquisitions and other assets placed in service, partially offset by a decrease due to the Rockies divestiture.
Net interest and other financial costs increased $174 million primarily due to increased borrowings in 2025 to fund acquisitions.
Segment Results
We classify our business in the following reportable segments: Crude Oil and Products Logistics and Natural Gas and NGL Services. Each of these segments is organized and managed based upon the product-based value chain each supports.
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) 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, 2026 and September 30, 2025.
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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) | 2026 | 2025 | Variance | 2026 | 2025 | Variance | |||||||||||||||||||||||||||||
| Total segment revenues and other income | $ | 1,768 | $ | 1,660 | $ | 108 | $ | 5,076 | $ | 4,887 | $ | 189 | |||||||||||||||||||||||
| Segment Adjusted EBITDA | 1,204 | 1,137 | 67 | 3,476 | 3,372 | 104 | |||||||||||||||||||||||||||||
| Capital expenditures | 174 | 147 | 27 | 409 | 391 | 18 | |||||||||||||||||||||||||||||
| Investments in unconsolidated affiliates | — | 13 | (13) | — | 13 | (13) | |||||||||||||||||||||||||||||
Three months ended September 30, 2026 compared to three months ended September 30, 2025
Total segment revenues and other income increased $108 million in the third quarter of 2026 compared to the same period of 2025. This was primarily driven by $85 million from increased rates and fees across the business units including increased butane blending.
Segment Adjusted EBITDA increased $67 million in the third quarter of 2026 compared to the same period of 2025. The increase was primarily driven by $85 million from increased rates and fees across the business units including increased butane blending, lower project related expense of $20 million, partially offset by increased operating costs of $40 million driven primarily by higher employee incentive compensation costs from MPC.
Nine months ended September 30, 2026 compared to nine months ended September 30, 2025
Total segment revenues and other income increased $189 million in the first nine months of 2026 compared to the same period of 2025. This was primarily driven by $219 million from increased rates and fees across the business units including increased butane blending, partially offset by $52 million in lower pipeline throughputs.
Segment Adjusted EBITDA increased $104 million in the first nine months of 2026 compared to the same period of 2025. The increase was driven by $219 million from increased rates and fees across the business units including increased butane blending, partially offset by $52 million in lower pipeline throughputs and increased operating costs of $70 million, driven primarily by higher employee incentive compensation costs from MPC.
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Crude Oil and Products Logistics Operating Data
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Crude Oil and Products Logistics | |||||||||||||||||||||||
| Pipeline throughput (mbpd) | |||||||||||||||||||||||
| Crude oil pipelines | 3,897 | 3,867 | 3,805 | 3,929 | |||||||||||||||||||
| Product pipelines | 2,054 | 2,055 | 2,040 | 2,056 | |||||||||||||||||||
| Total pipelines | 5,951 | 5,922 | 5,845 | 5,985 | |||||||||||||||||||
Average tariff rates ($ per barrel)(1) | |||||||||||||||||||||||
| Crude oil pipelines | $ | 1.05 | $ | 1.08 | $ | 1.05 | $ | 1.06 | |||||||||||||||
| Product pipelines | 1.17 | 1.09 | 1.12 | 1.08 | |||||||||||||||||||
| Total pipelines | $ | 1.09 | $ | 1.08 | $ | 1.07 | $ | 1.07 | |||||||||||||||
| Terminal throughput (mbpd) | 3,375 | 3,173 | 3,205 | 3,151 | |||||||||||||||||||
| Marine Assets (number in operation) | |||||||||||||||||||||||
| Barges | 347 | 320 | 347 | 320 | |||||||||||||||||||
| Towboats | 30 | 29 | 30 | 29 | |||||||||||||||||||
(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.
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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) | 2026 | 2025 | Variance | 2026 | 2025 | Variance | |||||||||||||||||||||||||||||
| Total segment revenues and other income | $ | 1,837 | $ | 1,959 | $ | (122) | $ | 4,879 | $ | 4,859 | $ | 20 | |||||||||||||||||||||||
| Segment Adjusted EBITDA | 655 | 629 | 26 | 1,887 | 1,841 | 46 | |||||||||||||||||||||||||||||
| Capital expenditures | 667 | 447 | 220 | 1,916 | 812 | 1,104 | |||||||||||||||||||||||||||||
| Investments in unconsolidated affiliates | 281 | 227 | 54 | 720 | 549 | 171 | |||||||||||||||||||||||||||||
Three months ended September 30, 2026 compared to three months ended September 30, 2025
Total segment revenues and other income decreased $122 million in the third quarter of 2026 compared to the same period of 2025 primarily due to the recognition of a $484 million gain from the BANGL Acquisition in the third quarter of 2025. Revenues in the third quarter of 2026 increased $169 million due to higher NGL prices in the Southwest, Marcellus, Southern Appalachia and Bakken, $152 million due to higher NGL sales volumes in the Southwest, $27 million from increased throughput volumes and rates in the Marcellus, and contributions from recent acquisitions of $19 million. These increases were partially offset by $82 million due to the Rockies divestiture and $29 million due to derivative impacts.
Income from equity method investments increased $84 million in the third quarter of 2026 compared to the same period of 2025 primarily due to derivative impacts and higher 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 $26 million in the third quarter of 2026 compared to the same period of 2025. This increase is primarily due to higher volumes of $25 million, primarily in the Marcellus, $26 million from rate escalations and product margin impacts, and contributions from recent acquisitions of $14 million. These increases were partially offset by $34 million due to the Rockies divestiture and $15 million due to higher operating expenses including higher employee incentive compensation costs from MPC.
Nine months ended September 30, 2026 compared to nine months ended September 30, 2025
Total segment revenues and other income increased $20 million in the first nine months of 2026 compared to the same period of 2025. Increases included $417 million of higher NGL sales volumes in the Southwest, $152 million of higher NGL prices in the Southwest, Marcellus, Southern Appalachia and Bakken, $109 million from increased throughput volumes and rates in the Marcellus and West Texas, and $86 million of contributions from recent acquisitions. These increases were offset by the recognition of a $484 million gain from the BANGL Acquisition in the third quarter of 2025, $286 million due to the Rockies divestiture, $68 million due to derivative impacts, and $34 million due to the absence of a non-recurring benefit associated with a customer agreement.
Income from equity method investments increased $91 million in the first nine months of 2026 compared to the same period of 2025 primarily due to derivative impacts as well as higher throughput and fee rates in certain processing and pipeline joint ventures, partially offset by a $25 million gain in the first nine months of 2025 related to the formation of a new joint venture. See Supplemental Information on Equity Method Investments for additional information regarding the results of our equity method investments.
Segment Adjusted EBITDA increased $46 million in the first nine months of 2026 compared to the same period of 2025. This increase is primarily due to contributions from recent acquisitions of $91 million, higher volumes of $72 million, primarily in the Marcellus, impacts from equity method investments of $64 million, and rate escalations and product margin impacts of $46 million. These increases were partially offset by $111 million due to the Rockies divestiture, the absence of a $37 million non-
37
recurring benefit associated with a customer agreement in 2025, $36 million due to lower NGL pricing inclusive of derivative impacts, and $34 million due to higher operating expenses including higher employee incentive compensation costs from MPC.
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Natural Gas and NGL Services Operating Data
(1) Other includes Southern Appalachia and Bakken Operations.
MPLX LP(1) | MPLX LP Operated(2) | ||||||||||||||||||||||
| Three Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Natural Gas and NGL Services | |||||||||||||||||||||||
| Gathering Throughput (MMcf/d) | |||||||||||||||||||||||
| Marcellus Operations | 1,837 | 1,517 | 1,837 | 1,517 | |||||||||||||||||||
| Utica Operations | — | — | 3,268 | 2,754 | |||||||||||||||||||
| Southwest Operations | 1,960 | 1,882 | 1,960 | 1,882 | |||||||||||||||||||
| Bakken Operations | 151 | 157 | 151 | 157 | |||||||||||||||||||
| Rockies Operations | — | 529 | — | 596 | |||||||||||||||||||
| Total gathering throughput | 3,948 | 4,085 | 7,216 | 6,906 | |||||||||||||||||||
| Natural Gas Processed (MMcf/d) | |||||||||||||||||||||||
| Marcellus Operations | 4,695 | 4,466 | 6,302 | 6,180 | |||||||||||||||||||
| Utica Operations | — | — | 1,180 | 983 | |||||||||||||||||||
Southwest Operations(3) | 2,106 | 1,983 | 2,106 | 1,983 | |||||||||||||||||||
| Southern Appalachia Operations | 196 | 168 | 196 | 168 | |||||||||||||||||||
| Bakken Operations | 157 | 157 | 157 | 157 | |||||||||||||||||||
| Rockies Operations | — | 604 | — | 604 | |||||||||||||||||||
| Total natural gas processed | 7,154 | 7,378 | 9,941 | 10,075 | |||||||||||||||||||
| C2 + NGLs Fractionated (mbpd) | |||||||||||||||||||||||
Marcellus Operations(4) | 587 | 580 | 587 | 580 | |||||||||||||||||||
Utica Operations(4) | — | — | 87 | 67 | |||||||||||||||||||
Other(5) | 22 | 30 | 22 | 30 | |||||||||||||||||||
Total C2 + NGLs fractionated(6) | 609 | 610 | 696 | 677 | |||||||||||||||||||
| NGL Pipeline Throughput (mbpd) | |||||||||||||||||||||||
| Marcellus Operations | 490 | 468 | 490 | 468 | |||||||||||||||||||
| Utica Operations | — | — | 87 | 68 | |||||||||||||||||||
| Southwest Operations | 234 | 192 | 234 | 192 | |||||||||||||||||||
Other(5) | 22 | 30 | 22 | 30 | |||||||||||||||||||
| Total NGL pipeline throughput | 746 | 690 | 833 | 758 | |||||||||||||||||||
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MPLX LP(1) | MPLX LP Operated(2) | ||||||||||||||||||||||
| Nine Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Natural Gas and NGL Services | |||||||||||||||||||||||
| Gathering Throughput (MMcf/d) | |||||||||||||||||||||||
| Marcellus Operations | 1,699 | 1,501 | 1,699 | 1,501 | |||||||||||||||||||
| Utica Operations | — | 88 | 3,025 | 2,587 | |||||||||||||||||||
| Southwest Operations | 1,980 | 1,801 | 1,980 | 1,801 | |||||||||||||||||||
| Bakken Operations | 153 | 165 | 153 | 165 | |||||||||||||||||||
| Rockies Operations | — | 539 | — | 609 | |||||||||||||||||||
| Total gathering throughput | 3,832 | 4,094 | 6,857 | 6,663 | |||||||||||||||||||
| Natural Gas Processed (MMcf/d) | |||||||||||||||||||||||
| Marcellus Operations | 4,573 | 4,368 | 6,232 | 6,059 | |||||||||||||||||||
| Utica Operations | — | — | 1,028 | 962 | |||||||||||||||||||
Southwest Operations(3) | 2,031 | 1,895 | 2,031 | 1,895 | |||||||||||||||||||
| Southern Appalachia Operations | 202 | 187 | 202 | 187 | |||||||||||||||||||
| Bakken Operations | 155 | 164 | 155 | 164 | |||||||||||||||||||
| Rockies Operations | — | 599 | — | 599 | |||||||||||||||||||
| Total natural gas processed | 6,961 | 7,213 | 9,648 | 9,866 | |||||||||||||||||||
| C2 + NGLs Fractionated (mbpd) | |||||||||||||||||||||||
Marcellus Operations(4) | 573 | 564 | 573 | 564 | |||||||||||||||||||
Utica Operations(4) | — | — | 74 | 64 | |||||||||||||||||||
Other(5) | 23 | 29 | 23 | 29 | |||||||||||||||||||
Total C2 + NGLs fractionated(6) | 596 | 593 | 670 | 657 | |||||||||||||||||||
| NGL Pipeline Throughput (mbpd) | |||||||||||||||||||||||
| Marcellus Operations | 479 | 455 | 479 | 455 | |||||||||||||||||||
| Utica Operations | — | — | 74 | 64 | |||||||||||||||||||
| Southwest Operations | 213 | 65 | 213 | 174 | |||||||||||||||||||
Other(5) | 23 | 30 | 23 | 30 | |||||||||||||||||||
| Total NGL pipeline throughput | 715 | 550 | 789 | 723 | |||||||||||||||||||
(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, sour gas treated volumes were 164 MMcf/d and 36 MMcf/d for the three months ended September 30, 2026 and September 30, 2025, respectively, and were 156 MMcf/d and 12 MMcf/d for the nine months ended September 30, 2026 and September 30, 2025, 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) Other includes Southern Appalachia, Bakken and Rockies Operations.
(6) Purity ethane makes up approximately 281 mbpd and 279 mbpd of MPLX LP consolidated total fractionated products for the three months ended September 30, 2026 and September 30, 2025, respectively, and approximately 269 mbpd and 267 mbpd of total fractionated products for the nine months ended September 30, 2026 and September 30, 2025, respectively. Purity ethane makes up approximately 311 mbpd and 300 mbpd of MPLX LP Operated total fractionated products for the three months ended September 30, 2026 and September 30, 2025, respectively, and approximately 295 mbpd and 287 mbpd of total fractionated products for the nine months ended September 30, 2026 and September 30, 2025, respectively.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Pricing Information | |||||||||||||||||||||||
| Natural Gas NYMEX HH ($ per MMBtu) | $ | 2.89 | $ | 3.07 | $ | 3.10 | $ | 3.48 | |||||||||||||||
C2 + NGL Pricing ($ per gallon)(1) | $ | 0.89 | $ | 0.74 | $ | 0.84 | $ | 0.82 | |||||||||||||||
(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.
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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, 2026 and September 30, 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Income from equity method investments: | |||||||||||||||||||||||
| Crude Oil and Products Logistics | |||||||||||||||||||||||
| Illinois Extension Pipeline Company, L.L.C. | $ | 13 | $ | 12 | $ | 45 | $ | 39 | |||||||||||||||
| LOOP LLC | 11 | 6 | 6 | 9 | |||||||||||||||||||
| MarEn Bakken Company LLC | 18 | 17 | 57 | 60 | |||||||||||||||||||
| Other | 41 | 36 | 89 | 78 | |||||||||||||||||||
Total Crude Oil and Products Logistics | 83 | 71 | 197 | 186 | |||||||||||||||||||
| Natural Gas and NGL Services | |||||||||||||||||||||||
| MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C. | 18 | 19 | 53 | 55 | |||||||||||||||||||
| MarkWest Utica EMG, L.L.C. | 47 | 35 | 109 | 94 | |||||||||||||||||||
| Ohio Gathering Company L.L.C. | 12 | 10 | 30 | 26 | |||||||||||||||||||
| Sherwood Midstream LLC | 26 | 29 | 82 | 86 | |||||||||||||||||||
| WPC Parent, LLC | 75 | 21 | 135 | 62 | |||||||||||||||||||
Other(1) | 21 | 1 | 38 | 33 | |||||||||||||||||||
| Total Natural Gas and NGL Services | 199 | 115 | 447 | 356 | |||||||||||||||||||
| Total | $ | 282 | $ | 186 | $ | 644 | $ | 542 | |||||||||||||||
(1) The nine months ended September 30, 2025 includes a $25 million gain 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, 2026 and September 30, 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Distributions/adjustments related to equity method investments: | |||||||||||||||||||||||
Crude Oil and Products Logistics | |||||||||||||||||||||||
| Illinois Extension Pipeline Company, L.L.C. | $ | 19 | $ | 16 | $ | 39 | $ | 38 | |||||||||||||||
| LOOP LLC | 6 | 4 | 11 | 21 | |||||||||||||||||||
| MarEn Bakken Company LLC | 24 | 25 | 73 | 78 | |||||||||||||||||||
| Other | 36 | 39 | 105 | 96 | |||||||||||||||||||
Total Crude Oil and Products Logistics | 85 | 84 | 228 | 233 | |||||||||||||||||||
| Natural Gas and NGL Services | |||||||||||||||||||||||
| MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C. | 22 | 23 | 73 | 53 | |||||||||||||||||||
| MarkWest Utica EMG, L.L.C. | 49 | 46 | 148 | 124 | |||||||||||||||||||
| Ohio Gathering Company L.L.C. | 17 | 17 | 54 | 47 | |||||||||||||||||||
| Sherwood Midstream LLC | 31 | 34 | 94 | 95 | |||||||||||||||||||
| WPC Parent, LLC | 30 | 29 | 90 | 90 | |||||||||||||||||||
| Other | 16 | 18 | 48 | 65 | |||||||||||||||||||
| Total Natural Gas and NGL Services | 165 | 167 | 507 | 474 | |||||||||||||||||||
| Total | $ | 250 | $ | 251 | $ | 735 | $ | 707 | |||||||||||||||
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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.
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Liquidity and Capital Resources
Cash Flows
Our cash and cash equivalents were $1,297 million at September 30, 2026 and $2,137 million at December 31, 2025. 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) | 2026 | 2025 | |||||||||
| Net cash provided by (used in): | |||||||||||
| Operating activities | $ | 4,526 | $ | 4,413 | |||||||
| Investing activities | (2,853) | (4,934) | |||||||||
| Financing activities | (2,513) | 767 | |||||||||
| Total | $ | (840) | $ | 246 | |||||||
Cash Flows Provided by Operating Activities - Net cash provided by operating activities increased $113 million in the first nine months of 2026 compared to the same period of 2025, primarily due to a favorable change in working capital of $93 million when comparing the change in working capital in both periods, and $54 million higher cash distributions from equity method investments during the 2026 period, partially offset by lower results from operations in 2026 compared to the 2025 period.
Cash Flows Used in Investing Activities - Net cash used in investing activities decreased $2,081 million in the first nine months of 2026 compared to the same period of 2025, primarily due to acquisition related activity during the first nine months of 2025, including the $2.4 billion acquisition of Northwind Midstream, the $703 million BANGL Acquisition and the $235 million acquisition of Whiptail Midstream, partially offset by higher capital spending.
Cash Flows Used in Financing Activities - Net cash used in financing activities was $2,513 million in the first nine months of 2026 compared to net cash provided by financing activities of $767 million in the same period of 2025, primarily driven by decreased net debt borrowings of $3,117 million and higher return of capital to unitholders of $198 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, 2026 and September 30, 2025.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Net cash provided by operating activities(1) | $ | 1,477 | $ | 1,431 | $ | 4,526 | $ | 4,413 | |||||||||||||||
| Adjustments to reconcile net cash provided by operating activities to adjusted free cash flow | |||||||||||||||||||||||
Net cash used in investing activities(2) | (1,034) | (3,731) | (2,853) | (4,934) | |||||||||||||||||||
| Contributions from MPC | 15 | 6 | 24 | 20 | |||||||||||||||||||
| Distributions to noncontrolling interests | (11) | (11) | (33) | (33) | |||||||||||||||||||
| Adjusted FCF | 447 | (2,305) | 1,664 | (534) | |||||||||||||||||||
| Distributions paid to common and preferred unitholders | (1,092) | (975) | (3,277) | (2,929) | |||||||||||||||||||
| Adjusted FCF after distributions | $ | (645) | $ | (3,280) | $ | (1,613) | $ | (3,463) | |||||||||||||||
(1) The three months ended September 30, 2026 and September 30, 2025 include working capital builds of $54 million and $40 million, respectively. The nine months ended September 30, 2026 and September 30, 2025 include working capital draws of $136 million and $43 million, respectively.
(2) The three and nine months ended September 30, 2025 include the acquisition of Northwind Midstream for $2.4 billion and BANGL Acquisition for $703 million. The nine months ended September 30, 2025 also includes the Whiptail Midstream acquisition for $235 million and $151 million for the acquisition of additional interest in the joint venture that owns and operates the Matterhorn Express Pipeline.
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Debt and Liquidity Overview
The following table summarizes debt issuances during the nine months ended September 30, 2026, all of which were issued in an underwritten public offering:
| Issue Date | Aggregate Principal Amount (in millions) | Coupon (percent) | Price to Public (percent of par) | Interest Payment Dates | Maturity Date | |||||||||||||||||||||||||||
| February 12, 2026 | $1,000 | 5.300 | 99.678 | April 1 and October 1 | April 1, 2036 | |||||||||||||||||||||||||||
| February 12, 2026 | 500 | 6.100 | 98.453 | April 1 and October 1 | April 1, 2056 | |||||||||||||||||||||||||||
| August 24, 2026 | 1,250 | 4.700 | 99.312 | May 1 and November 1 | November 1, 2029 | |||||||||||||||||||||||||||
| August 24, 2026 | 500 | 5.000 | 98.972 | May 1 and November 1 | May 1, 2032 | |||||||||||||||||||||||||||
| August 24, 2026 | 500 | 5.500 | 98.066 | May 1 and November 1 | November 1, 2036 | |||||||||||||||||||||||||||
In March 2026, MPLX used the proceeds from the issuance of senior notes in February 2026 to repay all of MPLX’s outstanding $1.5 billion aggregate principal amount of 1.750 percent senior notes at maturity.
In September 2026, MPLX used a portion of the proceeds from the issuance of senior notes in August 2026 to redeem the outstanding $1.25 billion aggregate principal amount of 4.125 percent senior notes due March 2027.
Our intention is to maintain an investment-grade credit profile. As of September 30, 2026, 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, 2026 consisting of:
| September 30, 2026 | |||||||||||||||||
| (In millions) | Total Capacity | Outstanding Borrowings | Available Capacity | ||||||||||||||
| MPLX Credit Agreement | $ | 2,500 | $ | — | $ | 2,500 | |||||||||||
| MPC Loan Agreement | 1,500 | — | 1,500 | ||||||||||||||
| Total | $ | 4,000 | $ | — | 4,000 | ||||||||||||
| Cash and cash equivalents | 1,297 | ||||||||||||||||
| Total liquidity | $ | 5,297 | |||||||||||||||
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.
44
On April 7, 2026, MPLX entered into a new revolving credit facility to replace the previously existing credit facility, which was scheduled to expire July 2027. The new MPLX revolving credit facility is for a five-year term which will expire April 2031. MPLX’s total capacity under the new revolving credit facility increased from $2.0 billion to $2.5 billion and includes sub-facilities for swing-line loans of up to $150 million and letters of credit of up to $150 million.
The MPLX Credit Agreement contains certain representations and warranties, covenants and restrictions, including financial covenants and events of default that we consider to be usual and customary for an agreement of this type. As of September 30, 2026, we were in compliance with such covenants.
MPLX is party to a loan agreement with MPC (the “MPC Loan Agreement”). Under the terms of the MPC Loan Agreement, MPC extends loans to MPLX on a revolving basis as requested by MPLX and as agreed to by MPC. On October 30, 2026, MPLX and MPC amended and restated the MPC Loan Agreement to increase the borrowing capacity from $1.5 billion to $2.5 billion and to extend the term of the intercompany loan agreement from July 31, 2029 to October 30, 2031.
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. The common unit repurchase authorization has no expiration date.
We may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, accelerated unit repurchases, tender offers or open market solicitations for units, some of which may be effected through Rule 10b5-1 plans. The timing and amount of future repurchases, if any, will depend upon several factors, including market and business conditions, and such repurchases may be suspended, discontinued, or restarted at any time.
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) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Number of common units repurchased | 1 | 2 | 3 | 6 | |||||||||||||||||||
Cash paid for common units repurchased(1) | $ | 50 | $ | 100 | $ | 150 | $ | 300 | |||||||||||||||
Average cost per unit(1) | $ | 58.69 | $ | 50.86 | $ | 57.09 | $ | 51.20 | |||||||||||||||
(1) Cash paid for common units repurchased and average cost per unit includes commissions paid to brokers during the period.
As of September 30, 2026, we had $970 million remaining under the unit repurchase authorization.
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 27, 2026, MPLX declared a cash distribution for the third quarter of 2026, totaling $1,226 million, or $1.2111 per common unit. This distribution will be paid on November 13, 2026 to common unitholders of record on November 6, 2026. 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, 2026 and September 30, 2025. MPLX’s distributions are declared subsequent to quarter end; therefore, the following table represents total cash distributions applicable to the period for which the distributions relate as opposed to the quarter in which they were declared and paid.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions, except per unit data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Distribution declared: | |||||||||||||||||||||||
| Limited partner units - public | $ | 442 | $ | 397 | $ | 1,232 | $ | 1,110 | |||||||||||||||
| Limited partner units - MPC | 784 | 698 | 2,178 | 1,936 | |||||||||||||||||||
| Total distribution declared | $ | 1,226 | $ | 1,095 | $ | 3,410 | $ | 3,046 | |||||||||||||||
| Quarterly cash distributions declared per limited partner common unit | $ | 1.2111 | $ | 1.0765 | $ | 3.3641 | $ | 2.9895 | |||||||||||||||
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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, 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 capital outlook for 2026 of $3.2 billion, net of reimbursements, and excluding potential acquisitions, if any, is comprised of growth capital of $2.9 billion and maintenance capital of $300 million. Our growth capital plans are focused on expanding our Permian to Gulf Coast integrated value chain, progressing long-haul pipeline growth projects to support producer activity, and investing in new gas processing plants in the Marcellus and Permian. The remainder of our capital plan targets the debottlenecking of existing assets to meet customer demand. We continuously evaluate our capital plan and make changes as conditions warrant. As a result, MPLX increased its 2026 growth capital spending outlook by $500 million to $2.9 billion, primarily reflecting the accelerated execution of the expansion of Gulf Coast fractionation and export facilities to meet global demand for U.S. energy.
Our capital expenditures are shown in the table below:
| Nine Months Ended September 30, | |||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Capital expenditures: | |||||||||||
| Growth capital expenditures | $ | 2,130 | $ | 1,019 | |||||||
| Growth capital reimbursements | (121) | (100) | |||||||||
Investments in unconsolidated affiliates(1) | 720 | 562 | |||||||||
Return of capital(2) | — | (101) | |||||||||
| Capitalized interest | (73) | (22) | |||||||||
Total growth capital expenditures(3) | 2,656 | 1,358 | |||||||||
| Maintenance capital expenditures | 195 | 184 | |||||||||
| Maintenance capital reimbursements | (25) | (34) | |||||||||
| Capitalized interest | (3) | (3) | |||||||||
| Total maintenance capital expenditures | 167 | 147 | |||||||||
| Total growth and maintenance capital expenditures | 2,823 | 1,505 | |||||||||
Investments in unconsolidated affiliates(1) | (720) | (562) | |||||||||
Return of capital(2) | — | 101 | |||||||||
Growth and maintenance capital reimbursements(4) | 146 | 134 | |||||||||
| Increase in capital accruals | (130) | (131) | |||||||||
| Capitalized interest | 76 | 25 | |||||||||
| Other | — | 22 | |||||||||
| Additions to property, plant and equipment | $ | 2,195 | $ | 1,094 | |||||||
(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 Bay Runner Pipeline project, and a $13 million payment related to earnout associated with MXP Parent, LLC.
(2) Return of capital for the nine months ended September 30, 2026 excludes $32 million in connection with the sale of ownership interest in a joint venture. Return of capital for the nine months ended September 30, 2025 excludes special distributions of $42 million received in exchange for the contribution of assets to a joint venture.
(3) Total growth capital expenditures for the nine months ended September 30, 2025 excludes acquisitions of $3,314 million, net of cash acquired.
(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
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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) | 2026 | 2025 | ||||||||||||||||||
MXP Parent, LLC(1) | 10% | $ | 8 | $ | 12 | |||||||||||||||
WPC Parent, LLC(2) | 30% | 306 | 63 | |||||||||||||||||
| All other | 3 | 66 | ||||||||||||||||||
| Total | $ | 317 | $ | 141 | ||||||||||||||||
(1) Includes growth capital for Matterhorn Express Pipeline.
(2) Disclosed amounts include growth capital related to WPC Parent, LLC, including the ADCC Pipeline lateral, Bay Runner 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, 2026, debt held by our unconsolidated joint ventures based on our equity ownership percentage was $2.3 billion. See Note 17 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, 2026, 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, 2026, our debt obligations increased $1.0 billion. 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 17 of the unaudited consolidated financial statements and indemnities as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
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, 2026, 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, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Total revenues and other income(1) | 48 | % | 47 | % | 49 | % | 48 | % | |||||||||||||||
| Total costs and expenses | 24 | % | 26 | % | 25 | % | 26 | % | |||||||||||||||
(1) The three and nine months ended September 30, 2025 exclude the gain on equity method investments related to the BANGL Acquisition.
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, 2025, 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.
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As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, 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, 2025.
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, 2026, 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, 2025, except as noted below.
Derivatives
We record all derivative instruments at fair value. Our derivatives primarily consist of an embedded derivative and related party derivative activity with MPC. Fair value estimation for all our derivative instruments is discussed in Item 1. Financial Statements – Note 10 and Note 11. Additional information about derivatives and their valuation may be found in Item 3. Quantitative and Qualitative Disclosures about Market Risk.
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.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risks related to the volatility of commodity prices. We employ various strategies, including the use of commodity derivative instruments, to economically hedge the risks related to these price fluctuations. We are also exposed to market risks related to changes in interest rates. As of September 30, 2026, we did not have any open financial derivative instruments to hedge the economic risk related to interest rate fluctuations; however, we continually monitor the market and our exposure and may enter into these arrangements in the future.
Commodity Price Risk
The information about commodity price risk for the three and nine months ended September 30, 2026 does not differ materially from that discussed in Item 7A. Quantitative and Qualitative Disclosures about Market Risk of our Annual Report on Form 10-K for the year ended December 31, 2025.
Outstanding Derivative Contracts
See Notes 10 and 11 to the unaudited consolidated financial statements for more information about the fair value measurement of our derivative instruments, as well as the amounts recorded in our Consolidated Balance Sheets and Statements of Income. We do not designate any of our derivative instruments as hedges for accounting purposes.
Interest Rate Risk and Sensitivity Analysis
Sensitivity analysis of the effect of a hypothetical 100-basis-point change in interest rates on outstanding third-party debt, excluding finance leases, is provided in the following table. Fair value of cash and cash equivalents, receivables, accounts payable and accrued interest approximate carrying value and are relatively insensitive to changes in interest rates due to the short-term maturity of the instruments. Accordingly, these instruments are excluded from the table.
| (In millions) | Fair Value as of September 30, 2026(1) | Change in Fair Value(2) | Change in Income Before Income Taxes for the Nine Months Ended September 30, 2026(3) | ||||||||||||||
| Outstanding debt | |||||||||||||||||
| Fixed-rate | $ | 24,381 | $ | 1,937 | N/A | ||||||||||||
Variable-rate(4) | $ | — | $ | — | $ | — | |||||||||||
(1) Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.
(2) Assumes a 100-basis-point decrease in the weighted average yield-to-maturity at September 30, 2026.
(3) Assumes a 100-basis-point change in interest rates. The change to income before income taxes was based on the weighted average balance of all outstanding variable-rate debt for the nine months ended September 30, 2026.
(4) MPLX had no outstanding borrowings on the MPLX Credit Agreement as of September 30, 2026.
At September 30, 2026, our portfolio of third‑party debt consisted of fixed-rate instruments. The fair value of our fixed-rate debt is relatively sensitive to interest rate fluctuations. Our sensitivity to interest rate declines and corresponding increases in the fair
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value of our debt portfolio unfavorably affects our results of operations and cash flows only when we elect to repurchase or otherwise retire fixed-rate debt at prices above carrying value. Interest rate fluctuations generally do not impact the fair value of borrowings under our MPLX Credit Agreement, but may affect our results of operations and cash flows.
See Note 10 in the unaudited consolidated financial statements for additional information on the fair value of our debt.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), was carried out under the supervision and with the participation of our management, including the chief executive officer and chief financial officer of our general partner. Based upon that evaluation, the chief executive officer and chief financial officer of our general partner concluded that the design and operation of these disclosure controls and procedures were effective as of September 30, 2026, the end of the period covered by this Quarterly Report on Form 10-Q.
Changes in Internal Control over Financial Reporting
During the quarter ended September 30, 2026, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are the subject of, or a party to, a number of pending or threatened legal actions, contingencies and commitments involving a variety of matters, including laws and regulations relating to the environment. While it is possible that an adverse result in one or more of the lawsuits or proceedings in which we are a defendant could be material to us, based upon current information and our experience as a defendant in other matters, we believe that these lawsuits and proceedings, individually or in the aggregate, will not have a material adverse effect on our consolidated results of operations, financial position or cash flows.
See “Tesoro High Plains Pipeline” under Note 17 in Item 1. Financial Statements for additional information regarding Legal Proceedings and other regulatory matters.
ENVIRONMENTAL ENFORCEMENT MATTERS
Item 103 of Regulation S-K promulgated by the SEC requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions, unless we reasonably believe that the matter will result in no monetary sanctions, or in monetary sanctions, exclusive of interest and costs, of less than a specified threshold. We use a threshold of $1 million for this purpose.
There have been no material changes to the environmental matters previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table sets forth a summary of our purchases during the quarter ended September 30, 2026, of equity securities that are registered by MPLX pursuant to Section 12 of the Exchange Act.
| Millions of Dollars | ||||||||||||||||||||||||||
| Period | Total Number of Common Units Purchased | Average Price Paid per Common Unit(1) | Total Number of Common Units Purchased as Part of Publicly Announced Plans or Programs | Maximum Dollar Value of Common Units that May Yet Be Purchased Under the Plans or Programs(2)(3) | ||||||||||||||||||||||
| 7/1/2026-7/31/2026 | 210,704 | $ | 57.42 | 210,704 | $ | 1,008 | ||||||||||||||||||||
| 8/1/2026-8/31/2026 | 283,728 | 59.13 | 283,728 | 991 | ||||||||||||||||||||||
| 9/1/2026-9/30/2026 | 357,475 | 59.09 | 357,475 | 970 | ||||||||||||||||||||||
| Total | 851,907 | 58.69 | 851,907 | |||||||||||||||||||||||
(1)Amounts in this column reflect the weighted average price paid for units purchased under our unit repurchase authorization. The weighted average price includes any commissions paid to brokers during the relevant period.
(2)On August 2, 2022, we announced a board authorization for the repurchase of up to $1.0 billion of MPLX common units held by the public, which was exhausted during the third quarter of 2026. On August 5, 2025, we announced a board authorization for the repurchase of up to an incremental $1.0 billion of MPLX common units held by the public. This unit repurchase authorization has no expiration date.
(3)The maximum dollar value remaining has been reduced by the amount of any commissions paid to brokers.
Item 5. Other Information
On October 30, 2026, MPLX and MPC Investment LLC (“MPCI”) entered into a second amended and restated loan agreement (the “Amended and Restated MPC Loan Agreement”) to increase the borrowing capacity under the intercompany loan agreement with MPCI from $1.5 billion to $2.5 billion in aggregate principal amount of all loans outstanding at any one time, and extended the term of the intercompany loan agreement from July 31, 2029, to October 30, 2031, provided that MPCI may demand payment of all or any portion of the outstanding principal amount of the loans, together with all accrued and unpaid interest and other amounts (if any) payable thereunder, at any time prior to the expiration date. Borrowings under the Amended and Restated MPC Loan Agreement will bear interest at one-month Term SOFR plus 1.25 percent or such lower rate that would be applicable to such borrowings under MPLX’s bank revolving credit facility.
The foregoing description of the Amended and Restated MPC Loan Agreement is not complete and is qualified in its entirety by reference to the full text of the Amended and Restated MPC Loan Agreement, which is filed herewith as Exhibit 10.2 to this Quarterly Report on Form 10-Q and incorporated by reference herein.
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MPCI is a wholly owned subsidiary of MPC and the sole member of our general partner. In addition to controlling our general partner, MPC owned approximately 64 percent of the outstanding MPLX common units as of September 30, 2026.
During the quarter ended September 30, 2026, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of MPLX adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).
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# Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| MPLX LP | |||||||||||
| By: | MPLX GP LLC | ||||||||||
| Its general partner | |||||||||||
| Date: November 3, 2026 | By: | /s/ Erin M. Brzezinski | |||||||||
| Erin M. Brzezinski | |||||||||||
| Vice President and Controller of MPLX GP LLC (the general partner of MPLX LP) | |||||||||||
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