# MPLX LP: Form 10-Q for the period ended Mar 31, 2025

- Company: [MPLX LP](/companies/mplx.md) (CIK 1552000)
- Form: 10-Q
- Filed: 2025-05-06
- Accepted by EDGAR: May 6, 2025, 13:14 ET
- Period: 2025-03-31
- Accession: 0001552000-25-000019
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1552000/000155200025000019/mplx-20250331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1552000/000155200025000019/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-01-01 to 2025-03-31 | $2.46bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Operating income | 3 months, 2025-01-01 to 2025-03-31 | $1.37bn | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | $1.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | $1.14bn | us-gaap:ProfitLoss |
| Operating cash flow | 3 months, 2025-01-01 to 2025-03-31 | $1.25bn | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2025-01-01 to 2025-03-31 | $267.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 3 months, 2025-01-01 to 2025-03-31 | $100.0m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-03-31 | $2.53bn | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-03-31 | $4.52bn | us-gaap:AssetsCurrent |
| Total assets | at 2025-03-31 | $38.97bn | us-gaap:Assets |
| Current liabilities | at 2025-03-31 | $4.17bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-03-31 | $24.90bn | us-gaap:Liabilities |

## Management's discussion and analysis

As filed, 61,541 characters.

Management’s Discussion and Analysis of Financial Condition and Results of Operations should also be read in conjunction with the unaudited consolidated financial statements and accompanying footnotes included under Item 1. Financial Statements and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024.

### Disclosures Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, particularly Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 3. Quantitative and Qualitative Disclosures about Market Risk, includes forward-looking statements that are subject to risks, contingencies or uncertainties. You can identify forward-looking statements by words such as “anticipate,” “believe,” “commitment,” “could,” “design,” “estimate,” “expect,” “focus,” “forecast,” “goal,” “guidance,” “intend,” “may,” “objective,” “opportunity,” “outlook,” “plan,” “policy,” “position,” “potential,” “predict,” “priority,” “project,” “prospective,” “pursue,” “seek,” “should,” “strategy,” “target,” “will,” “would” or other similar expressions that convey the uncertainty of future events or outcomes.

Forward-looking statements include, among other things, statements regarding:

- future financial and operating results;
- environmental, social and governance (“ESG”) plans and goals, including those related to greenhouse gas emissions and intensity, biodiversity, inclusion and ESG reporting;
- future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses;
- the success or timing of completion of ongoing or anticipated capital or maintenance projects;
- business strategies, growth opportunities and expected investments, including plans to grow stable cash flows, lower costs and return capital to unitholders;
- the timing and amount of future distributions or unit repurchases; and
- the anticipated effects of actions of third parties such as competitors, activist investors, federal, foreign, state or local regulatory authorities, or plaintiffs in litigation.

Our forward-looking statements are not guarantees of future performance and you should not rely unduly on them, as they involve risks, uncertainties and assumptions that we cannot predict. Forward-looking and other statements regarding our ESG plans and goals are not an indication that these statements are material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current, and forward-looking ESG-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. Material differences between actual results and any future performance suggested in our forward-looking statements could result from a variety of factors, including the following:

- general economic, political or regulatory developments, including tariffs, inflation, interest rates, changes in governmental policies relating to refined petroleum products, crude oil, natural gas, NGLs, renewable diesel and other renewable fuels or taxation;
- 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, and the effects of any such divestitures on our business, financial condition, results of operations and cash flows;
- consumer demand for refined products, natural gas, renewable diesel and other renewable fuels and NGLs;
- the adequacy of capital resources and liquidity, including the availability of sufficient cash flow to pay distributions and access to debt on commercially reasonable terms, and the ability to successfully execute business plans, growth strategies and self-funding models;
- the timing and extent of changes in commodity prices and demand for crude oil, refined products, feedstocks or other hydrocarbon-based products or renewable diesel and other renewable fuels;
- volatility in or degradation of general economic, market, industry or business conditions, including as a result of pandemics, other infectious disease outbreaks, natural hazards, extreme weather events, regional conflicts such as hostilities in the Middle East and Ukraine, tariffs, inflation, or rising interest rates;
- changes to the expected construction costs and timing of projects and planned investments, and the ability to obtain regulatory and other approvals with respect thereto;
- the inability or failure of our joint venture partners to fund their share of operations and capital investments;
- the financing and distribution decisions of joint ventures we do not control;
- the availability of desirable strategic alternatives to optimize portfolio assets and our ability to obtain regulatory and other approvals with respect thereto;
- completion of midstream infrastructure by competitors;
- disruptions due to equipment interruption or failure, including electrical shortages and power grid failures;
- the suspension, reduction or termination of MPC’s obligations under MPLX’s commercial agreements;
- modifications to financial policies, capital budgets, and earnings and distributions;
- the ability to manage disruptions in credit markets or changes to credit ratings;
- our ability to comply with federal and state environmental, economic, health and safety, energy and other policies and regulations or enforcement actions initiated thereunder;
- adverse results in litigation;
- the effect of restructuring or reorganization of business components;
- the potential effects of changes in tariff rates on our business, financial condition, results of operations and cash flows;
- foreign imports and exports of crude oil, refined products, natural gas and NGLs;
- the establishment or increase of tariffs on goods, including crude oil and other feedstocks imported into the United States, other trade protection measures or restrictions or retaliatory actions from foreign governments;
- changes in producer customers’ drilling plans or in volumes of throughput of crude oil, natural gas, NGLs, refined products, other hydrocarbon-based products or renewable diesel and other renewable fuels;
- changes in the cost or availability of third-party vessels, pipelines, railcars and other means of transportation for crude oil, natural gas, NGLs, feedstocks, refined products or renewable diesel and other renewable fuels;
- the price, availability and acceptance of alternative fuels and alternative-fuel vehicles and laws mandating such fuels or vehicles;
- actions taken by our competitors, including pricing adjustments and the expansion and retirement of pipeline capacity, processing, fractionation and treating facilities in response to market conditions;
- expectations regarding joint venture arrangements and other acquisitions or divestitures of assets;
- midstream and refining industry overcapacity or undercapacity;
- industrial incidents or other unscheduled shutdowns affecting our machinery, pipelines, processing, fractionation and treating facilities or equipment, means of transportation, or those of our suppliers or customers;
- acts of war, terrorism or civil unrest that could impair our ability to gather, process, fractionate or transport crude oil, natural gas, NGLs, refined products or renewable diesel and other renewable fuels;
- labor and material shortages;
- the timing and ability to obtain necessary regulatory approvals and permits and to satisfy other conditions necessary to complete planned projects or to consummate planned transactions within the expected timeframe, if at all;
- political pressure and influence of environmental groups and other stakeholders that are adverse to the production, gathering, refining, processing, fractionation, transportation and marketing of crude oil or other feedstocks, refined products, natural gas, NGLs, other hydrocarbon-based products or renewable diesel and other renewable fuels;
- the imposition of windfall profit taxes, maximum margin penalties, minimum inventory requirements or refinery maintenance and turnaround supply plans on companies operating in the energy industry in California or other jurisdictions; and
- our ability to successfully implement our sustainable energy strategy and principles and achieve our ESG goals and targets within the expected timeframe, if at all.

For additional risk factors affecting our business, see the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2024. We undertake no obligation to update any forward-looking statements except to the extent required by applicable law.

### MPLX Overview

We are a diversified, large-cap master limited partnership formed by MPC in 2012 that owns and operates midstream energy infrastructure and logistics assets, and provides fuels distribution services. The business consists of two segments based on the product-based value chain each supports: Crude Oil and Products Logistics and Natural Gas and NGL Services.

Our Crude Oil and Products Logistics segment gathers, transports, stores and distributes crude oil, refined products, including renewable diesel, and other hydrocarbon-based products. Additionally, the segment markets refined products. The profitability of pipeline transportation operations primarily depends on tariff rates and the volumes shipped through the pipelines. The profitability of marine operations primarily depends on the quantity and availability of our vessels and barges. The profitability of our terminal operations primarily depends on the throughput volumes at our terminals. The profitability of our fuels distribution services primarily depends on the sales volumes of certain refined products. The profitability of our refining logistics operations depends on the quantity and availability of our refining logistics assets. A majority of the crude oil and refined product shipments on our pipelines and marine vessels, the throughput at our terminals and refining logistics assets serve MPC and our fuels distribution services are used solely by MPC. We have various long-term, fee-based commercial agreements related to services provided to MPC. Under these agreements, we receive various commitments of minimum throughput, storage and distribution volumes as well as commitments to pay for all available capacity of certain assets. The volume of crude oil that we transport is directly affected by the supply of, and refiner demand for, crude oil in the markets served directly by our crude oil pipelines, terminals and marine operations. Key factors in this supply and demand balance are the production levels of crude oil by producers in various regions or fields, the availability and cost of alternative modes of transportation, the volumes of crude oil processed at refineries and refinery and transportation system maintenance levels. The volume of refined products that we transport, store, distribute and market is directly affected by the production levels of, and user demand for, refined products in the markets served by our refined product pipelines and marine operations. In most of our markets, demand for gasoline and distillate peaks during the summer driving season, which extends from May through September of each year, and declines during the fall and winter months. As with crude oil, other transportation alternatives and system maintenance levels influence refined product movements.

Our Natural Gas and NGL Services segment gathers, processes and transports natural gas and transports, fractionates, stores and markets NGLs. NGL and natural gas prices are volatile and are impacted by changes in fundamental supply and demand, as well as market uncertainty, availability of NGL transportation and fractionation capacity and a variety of additional factors that are beyond our control. Natural Gas and NGL Services segment profitability is affected by prevailing commodity prices primarily as a result of processing at our own or third-party processing plants, purchasing and selling or gathering and transporting volumes of natural gas at index-related prices and the cost of third-party transportation and fractionation services. To the extent that commodity prices influence the level of natural gas drilling by our producer customers, such prices also affect profitability.

### Significant Financial and Other Highlights

Significant financial highlights for the three months ended March 31, 2025 and March 31, 2024 are shown in the chart below. Refer to the Non-GAAP Financial Information, the Results of Operations and the Liquidity and Capital Resources sections for further information.

(1) Non-GAAP measure. See reconciliations that follow for the most directly comparable GAAP measures.

### Other Highlights

- Entered into a definitive agreement in February 2025 to acquire the remaining 55 percent interest in BANGL, LLC for $715 million, plus an additional earnout provision of up to $275 million. The earnout provision requires annual calculations and payments based on targeted EBITDA growth from 2026 to 2029 up to the maximum amount of $275 million. The transaction is expected to close in July 2025, and is subject to customary closing conditions.
- Expanded our crude oil value chain by acquiring gathering businesses from Whiptail Midstream, LLC for $237 million. 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.
- Entered into an agreement to increase our stake in the joint venture that owns and operates the Matterhorn Express pipeline by 5 percent for $151 million, bringing our total interest to 10 percent. The pipeline is designed to transport up to 2.5 billion cubic feet per day of natural gas from the Permian basin to the Katy area near Houston. The transaction is expected to close in the second quarter of 2025, subject to the satisfaction of closing conditions.
- Issued $2.0 billion aggregate principal amount of unsecured senior notes in March 2025, consisting of $1.0 billion of 5.400 percent senior notes due 2035 and $1.0 billion of 5.950 percent senior notes due 2055.
- Returned $1,078 million of capital to unitholders in the three months ended March 31, 2025, via distributions and unit repurchases.
- Announced a first quarter 2025 distribution of $0.9565 per common unit.

### Current Economic Environment

Despite the current volatility in the commodity markets, we continue to see robust production across our key operating regions. The basins in which we operate have some of the lowest break-even prices in the U.S., offering economically advantaged development opportunities. The U.S. refining industry is expected to remain structurally advantaged over the rest of the world. Grid electrification, onshoring, near-shoring, and data center development are driving natural gas demand growth forecasts through the end of the decade. In the Marcellus and Utica basins, producer activity remains robust, and as demand increases for natural gas-powered electricity, we are well positioned to support the development plans of our producer customers. MPLX is largely insulated against temporary volatility, due to our business model structured around long-term take-or-pay, fee-based 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; and (viii) other adjustments, as applicable.

DCF is a financial performance and liquidity measure used by management and by the board of directors of our general partner as a key component in the determination of cash distributions paid to unitholders. We believe DCF is an important financial measure for unitholders as an indicator of cash return on investment and to evaluate whether the partnership is generating sufficient cash flow to support quarterly distributions. In addition, DCF is commonly used by the investment community because the market value of publicly traded partnerships is based, in part, on DCF and cash distributions paid to unitholders. We define DCF as Adjusted EBITDA adjusted for: (i) deferred revenue impacts; (ii) sales-type lease payments, net of income; (iii) adjusted net interest and other financial costs; (iv) net maintenance capital expenditures; (v) equity method investment capital expenditures paid out; and (vi) other adjustments as deemed necessary.

Adjusted FCF and Adjusted FCF after distributions are financial liquidity measures used by management in the allocation of capital and to assess financial performance. We believe that unitholders may use this metric to analyze our ability to manage leverage and return capital. We define Adjusted FCF as net cash provided by operating activities adjusted for: (i) net cash used in investing activities; (ii) cash contributions from MPC; and (iii) cash distributions to noncontrolling interests. We define Adjusted FCF after distributions as Adjusted FCF less distributions to common and preferred unitholders.

We believe that the presentation of Adjusted EBITDA, DCF, Adjusted FCF and Adjusted FCF after distributions provides useful information to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to Adjusted EBITDA and DCF are net income and net cash provided by operating activities while the GAAP measure most directly comparable to Adjusted FCF and Adjusted FCF after distributions is net cash provided by operating activities. These non-GAAP financial measures should not be considered alternatives to net income or net cash provided by operating activities as they have important limitations as analytical tools because they exclude some but not all items that affect net income and net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. These non-GAAP financial measures should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. Additionally, because non-GAAP financial measures may be defined differently by other companies in our industry, our definitions may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. For a reconciliation of Adjusted EBITDA and DCF to their most directly comparable measures calculated and presented in accordance with GAAP, see Results of Operations. For a reconciliation of Adjusted FCF and Adjusted FCF after distributions to their most directly comparable measure calculated and presented in accordance with GAAP, see Liquidity and Capital Resources.

### Results of Operations

The following tables and discussion summarize our results of operations, including a reconciliation of Adjusted EBITDA and DCF from Net income and Net cash provided by operating activities, the most directly comparable GAAP financial measures. This discussion should be read in conjunction with Item 1. Financial Statements and is intended to provide investors with a reasonable basis for assessing our historical operations, but should not serve as the only criteria for predicting our future performance.

*(In millions)*

| Revenues and other income: | Three Months Ended March 31, 2025 | 2024 | Variance |
| --- | ---: | ---: | ---: |
| Service revenue | $1,773 | $1,644 | $129 |
| Rental income | 275 | 277 | (2) |
| Product related revenue | 687 | 528 | 159 |
| Sales-type lease revenue | 152 | 155 | (3) |
| Income from equity method investments | 186 | 157 | 29 |
| Other income | 51 | 85 | (34) |
| Total revenues and other income | 3,124 | 2,846 | 278 |
| Costs and expenses: |  |  |  |
| Cost of revenues (excludes items below) | 389 | 371 | 18 |
| Purchased product costs | 459 | 369 | 90 |
| Rental cost of sales | 23 | 23 | — |
| Purchases - related parties | 416 | 372 | 44 |
| Depreciation and amortization | 326 | 317 | 9 |
| General and administrative expenses | 112 | 109 | 3 |
| Other taxes | 33 | 34 | (1) |
| Total costs and expenses | 1,758 | 1,595 | 163 |
| Income from operations | 1,366 | 1,251 | 115 |
| Net interest and other financial costs | 229 | 235 | (6) |
| Income before income taxes | 1,137 | 1,016 | 121 |
| Provision for income taxes | 1 | 1 | — |
| Net income | 1,136 | 1,015 | 121 |
| Less: Net income attributable to noncontrolling interests | 10 | 10 | — |
| Net income attributable to MPLX LP | 1,126 | 1,005 | 121 |
| Adjusted EBITDA attributable to MPLX LP(1) | 1,757 | 1,635 | 122 |
| DCF attributable to MPLX(1) | $1,486 | $1,370 | $116 |

(1) Non-GAAP measure. See reconciliation below to the most directly comparable GAAP measures.

*(In millions)*

| Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to LP unitholders from Net income: | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Net income | $1,136 | $1,015 |
| Provision for income taxes | 1 | 1 |
| Net interest and other financial costs | 229 | 235 |
| Income from operations | 1,366 | 1,251 |
| Depreciation and amortization | 326 | 317 |
| Income from equity method investments | (186) | (157) |
| Distributions/adjustments related to equity method investments | 227 | 200 |
| Other(1) | 35 | 35 |
| Adjusted EBITDA | 1,768 | 1,646 |
| Adjusted EBITDA attributable to noncontrolling interests | (11) | (11) |
| Adjusted EBITDA attributable to MPLX LP | 1,757 | 1,635 |
| Deferred revenue impacts | (18) | 13 |
| Sales-type lease payments, net of income | 13 | 5 |
| Adjusted net interest and other financial costs(2) | (219) | (222) |
| Maintenance capital expenditures, net of reimbursements | (35) | (35) |
| Equity method investment maintenance capital expenditures paid out | (5) | (4) |
| Other | (7) | (22) |
| DCF attributable to MPLX LP | 1,486 | 1,370 |
| Preferred unit distributions | — | (10) |
| DCF attributable to LP unitholders | $1,486 | $1,360 |

(1) Includes unrealized derivative gain/(loss), equity-based compensation and other miscellaneous items.

(2) Represents Net interest and other financial costs excluding gain/loss on extinguishment of debt and amortization of deferred financing costs.

*(In millions)*

| Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to LP unitholders from Net cash provided by operating activities: | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Net cash provided by operating activities | $1,246 | $1,291 |
| Changes in working capital items | 230 | 71 |
| All other, net | 2 | (6) |
| Adjusted net interest and other financial costs(1) | 219 | 222 |
| Other adjustments to equity method investment distributions | 39 | 20 |
| Other | 32 | 48 |
| Adjusted EBITDA | 1,768 | 1,646 |
| Adjusted EBITDA attributable to noncontrolling interests | (11) | (11) |
| Adjusted EBITDA attributable to MPLX LP | 1,757 | 1,635 |
| Deferred revenue impacts | (18) | 13 |
| Sales-type lease payments, net of income | 13 | 5 |
| Adjusted net interest and other financial costs(1) | (219) | (222) |
| Maintenance capital expenditures, net of reimbursements | (35) | (35) |
| Equity method investment maintenance capital expenditures paid out | (5) | (4) |
| Other | (7) | (22) |
| DCF attributable to MPLX LP | 1,486 | 1,370 |
| Preferred unit distributions | — | (10) |
| DCF attributable to LP unitholders | $1,486 | $1,360 |

(1) Represents Net interest and other financial costs excluding gain/loss on extinguishment of debt and amortization of deferred financing costs.

### Three months ended March 31, 2025 compared to three months ended March 31, 2024

Net income attributable to MPLX increased $121 million in the first quarter of 2025 compared to the same period of 2024.

Total revenues and other income increased $278 million in the first quarter of 2025 compared to the same period of 2024 primarily due to:

- Increased Service revenue of $129 million primarily due to $57 million of higher pipeline throughput, $24 million of crude oil and products logistics tariff and other fee escalations and $12 million due to higher natural gas and NGL volumes and throughput fee rates. Other increases in the first quarter of 2025 include $14 million of incremental revenues related to the acquisition of gathering assets in the Utica basin in the first quarter of 2024, $8 million due to changes in presentation of rental income and service revenue as a result of lease contract modifications and a $7 million non-recurring benefit associated with a customer agreement.
- Increased Product related revenue of $159 million primarily due to higher NGL sales volumes in the Southwest and Marcellus of $91 million, higher NGL prices in the Southwest and Marcellus of $42 million and a $27 million non-recurring benefit associated with a customer agreement.
- Increased Income from equity method investments of $29 million primarily driven by a $25 million gain in the 2025 period related to the formation of a new joint venture, Texas City Logistics LLC, in addition to a $6 million benefit from the acquisition of additional ownership interest in existing joint ventures and gathering assets in the Utica basin that was completed in the first quarter of 2024 (the “Utica Midstream Acquisition”). See Supplemental Information on Equity Method Investments for additional information regarding the results of our equity method investments.
- Decreased Other income of $34 million primarily due to a $20 million gain related to the Utica Midstream Acquisition and higher insurance proceeds of $18 million received in the first three months of 2024.

Total costs and expenses increased by $163 million in the first quarter of 2025 compared to the same period of 2024 primarily due to:

- Increased Cost of revenues of $18 million partially due to $11 million of higher project-related spending within our Crude Oil and Products Logistics segment and $7 million related to higher volumes within the Natural Gas and NGL Services segment attributable to costs that are largely offset in revenues.
- Increased Purchased product costs of $90 million primarily due to higher Southwest NGL volumes of $61 million and higher Southwest NGL prices of $36 million, partially offset by a decrease in the fair value of an embedded derivative in a natural gas purchase commitment.
- Increased Purchases-related parties of $44 million due to $29 million of increased costs from MPC, primarily higher employee costs, and $11 million of higher related party transportation costs.

### Segment Results

In the fourth quarter of 2024, we renamed and modified the composition of our segments to better reflect the product-based value chains and growth strategy of MPLX’s operations. Certain prior period segment information has been recast for comparability.

We classify our business in the following reportable segments: Crude Oil and Products Logistics and Natural Gas and NGL Services. We evaluate the performance of our segments using Segment Adjusted EBITDA. Segment Adjusted EBITDA represents Adjusted EBITDA attributable to the reportable segments. Amounts included in net income and excluded from Segment Adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) income/(loss) from equity method investments; (iv) distributions and adjustments related to equity method investments; (v) impairment expense; (vi) noncontrolling interests; and (vii) other adjustments, as applicable. These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment; or (iii) are not tied to the operational performance of the segment.

The tables below present additional financial information about our reported segments for the three months ended March 31, 2025 and March 31, 2024.

### Crude Oil and Products Logistics Segment

### First Quarter Crude Oil and Products Logistics Segment Financial Highlights (in millions)

*(In millions)*

|  | Three Months Ended March 31, 2025 | 2024 | Variance |
| --- | ---: | ---: | ---: |
| Total segment revenues and other income | $1,592 | $1,531 | $61 |
| Segment Adjusted EBITDA | 1,097 | 1,059 | 38 |
| Capital expenditures | 115 | 84 | 31 |
| Investments in unconsolidated affiliates(1) | $— | $92 | $(92) |

(1) The three months ended March 31, 2024 includes a contribution of $92 million to a joint venture (“Dakota Access”) that owns and operates the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects to fund our share of a debt repayment by the joint venture.

### Three months ended March 31, 2025 compared to three months ended March 31, 2024

Total segment revenues and other income increased $61 million in the first quarter of 2025 compared to the same period of 2024. This was primarily driven by $57 million of increased pipeline throughput and $24 million of rate escalations, partially offset by lower insurance proceeds of $18 million. Income from equity method investments decreased $8 million in the first quarter of 2025 compared to the same period of 2024, primarily driven by lower throughputs at certain equity method investments. See Supplemental Information on Equity Method Investments for additional information regarding the results of our equity method investments.

Segment Adjusted EBITDA increased $38 million in the first quarter of 2025 compared to the same period of 2024. The increase was driven by $57 million of higher pipeline throughput and $24 million of rate escalations. These increases were partially offset by higher operating costs of $18 million, including employee costs, costs from MPC and increased energy costs as a result of higher throughputs, as well as higher project related spending of $11 million. Additionally, the first quarter of 2025 reflects $18 million of lower insurance proceeds as compared to the first quarter of 2024.

### Crude Oil and Products Logistics Operating Data

| Crude Oil and Products Logistics Pipeline throughput (mbpd) | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Crude oil pipelines | 3,908 | 3,462 |
| Product pipelines | 2,020 | 1,831 |
| Total pipelines | 5,928 | 5,293 |
| Average tariff rates ($ per barrel)(1) |  |  |
| Crude oil pipelines | $1.03 | $1.03 |
| Product pipelines | 1.11 | 1.00 |
| Total pipelines | $1.06 | $1.02 |
| Terminal throughput (mbpd) | 3,095 | 2,930 |
| Marine Assets (number in operation)(2) |  |  |
| Barges | 319 | 313 |
| Towboats | 29 | 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.

(2) Represents total at end of period.

### Natural Gas and NGL Services Segment

### First Quarter Natural Gas and NGL Services Segment Financial Highlights (in millions)

*(In millions)*

|  | Three Months Ended March 31, 2025 | 2024 | Variance |
| --- | ---: | ---: | ---: |
| Total segment revenues and other income | $1,532 | $1,315 | $217 |
| Segment Adjusted EBITDA | 660 | 576 | 84 |
| Capital expenditures | 153 | 126 | 27 |
| Investments in unconsolidated affiliates | $119 | $27 | $92 |

### Three months ended March 31, 2025 compared to three months ended March 31, 2024

Total segment revenues and other income increased $217 million in the first quarter of 2025 compared to the same period of 2024. In the first quarter of 2025, higher NGL sales volumes in the Southwest and Marcellus of $91 million combined with higher NGL prices in the Southwest and Marcellus of $42 million. Revenues in the 2025 period also benefited from $12 million of higher volumes and higher throughput fee rates in the Southwest, $14 million of incremental revenues from the Utica Midstream Acquisition that was completed in the first quarter of 2024 and a $34 million non-recurring benefit associated with a customer agreement.

Additional impacts from equity method investments included a $25 million gain in the first quarter of 2025 related to the formation of a new joint venture, Texas City Logistics LLC, in addition to a $6 million benefit from the Utica Midstream Acquisition that was completed in the first quarter of 2024. See Supplemental Information on Equity Method Investments for additional information regarding the results of our equity method investments.

Segment Adjusted EBITDA increased $84 million in the first quarter of 2025 compared to the same period of 2024. This increase is primarily due to a $37 million non-recurring benefit associated with a customer agreement, higher distributions and adjustments from equity method investments of $15 million, higher volumes of $12 million in the Southwest, and higher throughput fee rates.

### Natural Gas and NGL Services Operating Data

(1) Other includes Southern Appalachia, Bakken and Rockies Operations.

| Natural Gas and NGL Services Gathering Throughput (MMcf/d) | MPLX LP(1) Three Months Ended March 31, 2025 | 2024 | MPLX LP Operated(2) Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Marcellus Operations | 1,500 | 1,493 | 1,500 | 1,493 |
| Utica Operations | 268 | — | 2,438 | 2,286 |
| Southwest Operations | 1,785 | 1,601 | 1,785 | 1,601 |
| Bakken Operations | 175 | 183 | 175 | 183 |
| Rockies Operations | 548 | 562 | 618 | 663 |
| Total gathering throughput | 4,276 | 3,839 | 6,516 | 6,226 |
| Natural Gas Processed (MMcf/d) |  |  |  |  |
| Marcellus Operations | 4,325 | 4,325 | 5,975 | 5,926 |
| Utica Operations | — | — | 965 | 777 |
| Southwest Operations | 1,879 | 1,629 | 1,879 | 1,629 |
| Southern Appalachia Operations | 188 | 221 | 188 | 221 |
| Bakken Operations | 174 | 183 | 174 | 183 |
| Rockies Operations | 600 | 635 | 600 | 635 |
| Total natural gas processed | 7,166 | 6,993 | 9,781 | 9,371 |
| C2 + NGLs Fractionated (mbpd) |  |  |  |  |
| Marcellus Operations(3) | 566 | 553 | 566 | 553 |
| Utica Operations(3) | — | — | 64 | 44 |
| Southern Appalachia Operations | 10 | 11 | 10 | 11 |
| Bakken Operations | 15 | 19 | 15 | 19 |
| Rockies Operations | 5 | 5 | 5 | 5 |
| Total C2 + NGLs fractionated(4) | 596 | 588 | 660 | 632 |

(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) 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.

(4) Purity ethane makes up approximately 271 mbpd and 255 mbpd of MPLX LP consolidated total fractionated products for the three months ended March 31, 2025 and March 31, 2024, respectively. Purity ethane makes up approximately 294 mbpd and 264 mbpd of MPLX LP Operated total fractionated products for the three months ended March 31, 2025 and March 31, 2024, respectively.

| Pricing Information | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Natural Gas NYMEX HH ($ per MMBtu) | $3.87 | $2.09 |
| C2 + NGL Pricing ($ per gallon)(1) | $0.93 | $0.89 |

(1) C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 10 percent ethane, 60 percent propane, five percent Iso-Butane, 15 percent normal butane and 10 percent natural gasoline.

### Supplemental Information on Equity Method Investments

The following table presents MPLX’s income (loss) from equity method investments for the three months ended March 31, 2025 and March 31, 2024:

*(In millions)*

| Income (loss) from equity method investments: Crude Oil and Products Logistics | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Illinois Extension Pipeline Company, L.L.C. | $12 | $14 |
| LOOP LLC | — | 3 |
| MarEn Bakken Company LLC | 22 | 24 |
| Other | 22 | 23 |
| Total Crude Oil and Products Logistics | 56 | 64 |
| Natural Gas and NGL Services |  |  |
| BANGL, LLC | (2) | 4 |
| MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C. | 21 | 18 |
| MarkWest Utica EMG, L.L.C. | 29 | 20 |
| Ohio Gathering Company L.L.C. | 8 | — |
| Sherwood Midstream LLC | 27 | 27 |
| WPC Parent, LLC(1) | 20 | 22 |
| Other | 27 | 2 |
| Total Natural Gas and NGL Services | 130 | 93 |
| Total | $186 | $157 |

(1) In May 2024, MPLX completed the strategic transaction combining the Whistler and Rio Bravo natural gas assets (the “Whistler Joint Venture Transaction”), which resulted in the formation of a new entity, WPC Parent, LLC. Results include the equity method investment income of our interest in Whistler Pipeline, LLC, prior to the transaction date, and results of the equity method investment income of our ownership in WPC Parent, LLC, subsequent to the transaction date.

The following table presents the impact of equity method investment distributions and other adjustments included in MPLX’s EBITDA for the three months ended March 31, 2025 and March 31, 2024:

*(In millions)*

*Distributions/adjustments related to equity method investments:*

| Crude Oil and Products Logistics | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Illinois Extension Pipeline Company, L.L.C. | $6 | $6 |
| LOOP LLC | 13 | 4 |
| MarEn Bakken Company LLC | 28 | 29 |
| Other | 25 | 34 |
| Total Crude Oil and Products Logistics | 72 | 73 |
| Natural Gas and NGL Services |  |  |
| BANGL, LLC | 16 | — |
| MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C. | 17 | 18 |
| MarkWest Utica EMG, L.L.C. | 37 | 29 |
| Ohio Gathering Company L.L.C. | 14 | — |
| Sherwood Midstream LLC | 30 | 31 |
| WPC Parent, LLC(1) | 32 | 39 |
| Other | 9 | 10 |
| Total Natural Gas and NGL Services | 155 | 127 |
| Total | $227 | $200 |

(1) In May 2024, MPLX completed the Whistler Joint Venture Transaction, which resulted in the formation of a new entity, WPC Parent, LLC. Results include the equity method investment distributions and adjustments of our interest in Whistler Pipeline, LLC, prior to the transaction date, and results of the equity method investment distributions and adjustments of our ownership in WPC Parent, LLC, subsequent to the transaction date.

### Seasonality

The volume of crude oil and refined products transported and stored utilizing our assets is affected by the level of supply and demand for crude oil and refined products in the markets served directly or indirectly by our assets. The majority of effects of seasonality on the Crude Oil and Products Logistics segment’s revenues are mitigated through the use of capacity-based agreements and minimum volume commitments.

In our Natural Gas and NGL Services segment, we experience minimal impacts from seasonal fluctuations, which impact the demand for natural gas and NGLs and the related commodity prices caused by various factors including variations in weather patterns from year to year. Overall, our exposure to the seasonality fluctuations is limited due to the nature of our fee-based business.

### Liquidity and Capital Resources

### Cash Flows

Our cash and cash equivalents were $2,534 million at March 31, 2025 and $1,519 million at December 31, 2024. The change in cash and cash equivalents was due to the factors discussed below. Net cash provided by (used in) operating activities, investing activities and financing activities were as follows:

*(In millions)*

| Net cash provided by (used in): | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Operating activities | $1,246 | $1,291 |
| Investing activities | (601) | (996) |
| Financing activities | 370 | (958) |
| Total | $1,015 | $(663) |

Net cash provided by operating activities decreased $45 million in the first three months of 2025 compared to the same period of 2024, primarily due to a $159 million higher build in working capital, partially offset by improved results from operations during the first three months of 2025 compared to the same period of 2024.

Net cash used in investing activities decreased $395 million in the first three months of 2025 compared to the same period of 2024, primarily due to lower cash used for acquisitions in the first three months of 2025 compared to the same period of 2024. The decrease also reflects $21 million of cash received as a return of capital from a joint venture during the first three months of 2025.

Financing activities were a $370 million net source of cash in the first three months of 2025 compared a $958 million net use of cash in the same period of 2024. The source of cash was driven by proceeds from the issuance of $2.0 billion aggregate principal amount of senior notes during the first three months of 2025. The proceeds from the senior notes issuance were offset by the repayment of $500 million aggregate principal amount of senior notes, higher unit repurchases of $25 million, and higher distributions paid to unitholders of $102 million during the first three months of 2025 compared to the same period of 2024 as a result of the 12.5 percent increase in our base distribution effective for the third quarter of 2024.

### 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 months ended March 31, 2025 and March 31, 2024.

*(In millions)*

|  | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Net cash provided by operating activities(1) | $1,246 | $1,291 |
| Adjustments to reconcile net cash provided by operating activities to adjusted free cash flow |  |  |
| Net cash used in investing activities(2) | (601) | (996) |
| Contributions from MPC | 7 | 10 |
| Distributions to noncontrolling interests | (11) | (11) |
| Adjusted FCF | 641 | 294 |
| Distributions paid to common and preferred unitholders | (978) | (876) |
| Adjusted FCF after distributions | $(337) | $(582) |

(1) The three months ended March 31, 2025 and March 31, 2024 include working capital builds of $230 million and $71 million, respectively.

(2) The three months ended March 31, 2025 and March 31, 2024 include acquisitions of $237 million and $622 million, respectively.

### Debt and Liquidity Overview

On February 18, 2025, MPLX repaid all of MPLX’s outstanding $500 million aggregate principal amount of 4.000 percent senior notes due February 2025 at maturity.

On March 10, 2025, MPLX issued $1.0 billion aggregate principal amount of 5.400 percent senior notes due 2035 (the “2035 Senior Notes”) and $1.0 billion aggregate principal amount of 5.950 percent senior notes due 2055 (the “2055 Senior Notes”) in an underwritten public offering. The 2035 Senior Notes and 2055 Senior Notes were offered at prices to the public of 99.398 percent of par and 98.331 percent of par, respectively, each with interest payable semi-annually in arrears, commencing on October 1, 2025. On April 9, 2025, MPLX used $1.2 billion of the net proceeds from the issuance of the 2035 Senior Notes and 2055 Senior Notes to redeem all of (i) MPLX’s outstanding $1,189 million aggregate principal amount of 4.875 percent senior notes due June 2025 and (ii) MarkWest’s outstanding $11 million aggregate principal amount of 4.875 percent senior notes due June 2025. MPLX intends to use the remaining net proceeds for general partnership purposes.

Our intention is to maintain an investment-grade credit profile. As of March 31, 2025, the credit ratings on our senior unsecured debt were at or above investment grade level as follows:

|  |  |
| --- | --- |
| Rating Agency | Rating |
| Fitch | BBB (stable outlook) |
| Moody’s | Baa2 (stable outlook) |
| Standard & Poor’s | BBB (stable outlook) |

The ratings reflect the respective views of the rating agencies and should not be interpreted as a recommendation to buy, sell or hold our securities. Although it is our intention to maintain a credit profile that supports an investment grade rating, there is no assurance that these ratings will continue for any given period of time. The ratings may be revised or withdrawn entirely by the rating agencies if, in their respective judgments, circumstances so warrant. A rating from one rating agency should be evaluated independently of ratings from other rating agencies.

The agreements governing our debt obligations do not contain credit rating triggers that would result in the acceleration of interest, principal or other payments solely in the event that our credit ratings are downgraded. However, any downgrades in the credit ratings of our senior unsecured debt ratings to below investment grade ratings could, among other things, increase the applicable interest rates and other fees payable under MPLX’s credit agreement (the “MPLX Credit Agreement”) and may limit our ability to obtain future financing, including refinancing existing indebtedness.

Our liquidity totaled $6.0 billion at March 31, 2025 consisting of:

*(In millions)*

|  | March 31, 2025 Total Capacity | Outstanding Borrowings | Available Capacity |
| --- | ---: | ---: | ---: |
| MPLX Credit Agreement | $2,000 | $— | $2,000 |
| MPC Loan Agreement | 1,500 | — | 1,500 |
| Total | $3,500 | $— | 3,500 |
| Cash and cash equivalents |  |  | 2,534 |
| Total liquidity |  |  | $6,034 |

We expect our ongoing sources of liquidity to include cash generated from operations, borrowings under our revolving credit facilities and access to capital markets. We believe that cash generated from these sources will be sufficient to meet our short-term and long-term funding requirements, including working capital requirements, capital expenditure requirements, contractual obligations, and quarterly cash distributions. Our material future obligations include interest on debt, payments of debt principal, purchase obligations including contracts to acquire property, plant and equipment, and our operating leases and service agreements. We may also, from time to time, repurchase our senior notes in the open market, in tender offers, in privately negotiated transactions or otherwise in such volumes, at market prices and upon such other terms as we deem appropriate and execute unit repurchases under our unit repurchase program.

MPC manages our cash and cash equivalents on our behalf directly with third-party institutions as part of the treasury services that it provides to us under our omnibus agreement. From time to time, we may also utilize other sources of liquidity, including the formation of joint ventures or sales of non-strategic assets.

The MPLX Credit Agreement matures in July 2027 and contains certain representations and warranties, affirmative and restrictive covenants and events of default that we consider to be usual and customary for an agreement of this type. As of March 31, 2025, we were in compliance with such covenants.

MPLX is party to a loan agreement with MPC, which is scheduled to expire, and borrowings under the loan agreement are scheduled to mature and become due and payable, on July 31, 2029, provided that MPC may demand payment of all or any portion of the outstanding principal amount of the loan, together with all accrued and unpaid interest and other amounts (if any), at any time prior to maturity.

### Equity and Preferred Units Overview

#### Unit Repurchase Program

On August 2, 2022, we announced the board authorization for the repurchase of up to $1.0 billion of MPLX common units held by the public. The 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:

*(In millions, except per unit data)*

|  | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Number of common units repurchased | 2 | 2 |
| Cash paid for common units repurchased(1) | $100 | $75 |
| Average cost per unit(1) | $52.48 | $40.04 |

(1) Cash paid for common units repurchased and average cost per unit includes commissions paid to brokers during the period.

As of March 31, 2025, we had $420 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 April 29, 2025, MPLX declared a cash distribution for the first quarter of 2025, totaling $976 million, or $0.9565 per common unit. This distribution will be paid on May 16, 2025, to common unitholders of record on May 9, 2025. Although our partnership agreement requires that we distribute all of our available cash (as defined in the partnership agreement) each quarter, we do not otherwise have a legal obligation to distribute any particular amount per common unit.

The allocation of total cash distributions is as follows for the three months ended March 31, 2025 and March 31, 2024. MPLX’s distributions are declared subsequent to quarter end; therefore, the following table represents total cash distributions applicable to the period in which the distributions were earned.

*(In millions, except per unit data)*

| Distribution declared: | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Limited partner units - public | $357 | $314 |
| Limited partner units - MPC | 619 | 550 |
| Total LP distribution declared | 976 | 864 |
| Series A preferred units | — | 10 |
| Total distribution declared | $976 | $874 |
| Quarterly cash distributions declared per limited partner common unit | $0.9565 | $0.8500 |

38

### Capital Expenditures

Our operations are capital intensive, requiring investments to expand, upgrade, enhance or maintain existing operations and to meet environmental and operational regulations. Our capital requirements consist of growth capital expenditures and maintenance capital expenditures. Growth capital expenditures are those incurred for acquisitions or capital improvements that we expect will increase our operating capacity for volumes gathered, processed, transported or fractionated or decrease operating expenses within our facilities or increase income from operations over the long term. Examples of growth capital expenditures include costs to develop or acquire additional pipeline, terminal, processing or storage capacity. In general, growth capital includes costs that are expected to generate additional or new cash flow for MPLX. In contrast, maintenance capital expenditures are expenditures made to replace partially or fully depreciated assets, to maintain the existing operating capacity of our assets and to extend their useful lives, or other capital expenditures that are incurred to maintain existing system volumes and related cash flows.

MPLX’s initial capital investment plan for 2025 is $2.0 billion, net of reimbursements and excluding acquisitions and capitalized interest. The initial capital investment plan includes growth capital of $1.7 billion and maintenance capital of $300 million. Growth capital expenditures and investments in affiliates during the three months ended March 31, 2025, were primarily for expanding our Permian to Gulf Coast integrated value chain, gas processing plants in the Marcellus and Permian basins and gathering projects in the Marcellus, Utica and Permian basins. We continuously evaluate our capital plan and make changes as conditions warrant.

Our capital expenditures are shown in the table below:

*(In millions)*

| Capital expenditures: | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Growth capital expenditures | $220 | $165 |
| Growth capital reimbursements | (27) | (21) |
| Investments in unconsolidated affiliates(1) | 119 | 119 |
| Capitalized interest | (5) | (4) |
| Total growth capital expenditures(2) | 307 | 259 |
| Maintenance capital expenditures | 48 | 45 |
| Maintenance capital reimbursements | (13) | (10) |
| Capitalized interest | (1) | — |
| Total maintenance capital expenditures | 34 | 35 |
| Total growth and maintenance capital expenditures | 341 | 294 |
| Investments in unconsolidated affiliates(1) | (119) | (119) |
| Growth and maintenance capital reimbursements(3) | 40 | 31 |
| (Increase)/Decrease in capital accruals | (1) | 45 |
| Capitalized interest | 6 | 4 |
| Additions to property, plant and equipment(1) | $267 | $255 |

(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.

(2) Total growth capital expenditures for the three months ended March 31, 2025 and March 31, 2024, exclude acquisitions of $237 million and $622 million, respectively.

(3) Growth capital reimbursements are generally included in changes in deferred revenue within operating activities in the Consolidated Statements of Cash Flows. Maintenance capital reimbursements are included in the Contributions from MPC line within financing activities in the Consolidated Statements of Cash Flows.

We participate in joint ventures, which, in turn, also invest in capital projects. Certain of our joint ventures fund capital expenditures with project debt financings at the joint venture level or with cash from operations. Growth capital projects funded through debt at the joint venture level or cash from operations of the joint venture do not require capital contributions by us unless otherwise noted. Our pro-rata share of these growth capital projects for our equity method investments that have been funded at the joint venture level for the periods presented are shown in the table below.

*(In millions, except ownership percentages)*

|  | MPLX Ownership 2025 | Three Months Ended March 31, 2024 |  |
| --- | ---: | ---: | ---: |
| BANGL, LLC | 45% | $27 | $38 |
| MXP Parent, LLC(1) | 5% | 2 | 16 |
| WPC Parent, LLC(2) | 30% | — | 10 |
| All other |  | 4 | 35 |
| Total |  | $33 | $99 |

(1) Includes growth capital for Matterhorn Express Pipeline.

(2) Disclosed amounts include growth capital related to WPC Parent, LLC, including the ADCC Pipeline lateral, Rio Bravo Pipeline, Whistler Pipeline, and our indirect and 12.5 percent direct ownership interest in the Blackcomb Pipeline.

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 March 31, 2025, debt held by our unconsolidated joint ventures based on our equity ownership percentage was $1.6 billion. See Note 16 to the accompanying unaudited consolidated financial statements for more information on MPLX’s guarantees of our joint venture entities’ obligations.

### Cash Commitments

As of March 31, 2025, our material cash commitments included debt, finance and operating lease obligations, purchase obligations for services and to acquire property, plant and equipment, and other liabilities. During the three months ended March 31, 2025, our debt obligations increased by $1.5 billion due to the issuance of senior notes and the repayment of senior notes, described in Liquidity and Capital Resources - Debt and Liquidity Overview. Additionally, in February 2025, MPLX entered into a definitive agreement to acquire the remaining 55 percent interest in BANGL, LLC, described in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Significant Financial and Other Highlights. There were no other material changes to our cash commitments outside the ordinary course of business.

#### Off-Balance Sheet Arrangements

Off-balance sheet arrangements comprise those arrangements that may potentially impact our liquidity, capital resources and results of operations, even though such arrangements are not recorded as liabilities under GAAP. Our off-balance sheet arrangements are limited to guarantees that are described in Note 16 of the unaudited consolidated financial statements and indemnities as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Although these arrangements serve a variety of our business purposes, we are not dependent on them to maintain our liquidity and capital resources, and we are not aware of any circumstances that are reasonably likely to cause the off-balance sheet arrangements to have a material adverse effect on our liquidity and capital resources.

### Transactions with Related Parties

As of March 31, 2025, MPC owned our general partner and an approximate 63 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 March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Total revenues and other income | 47% | 49% |
| Total costs and expenses | 26% | 27% |

For further discussion of agreements and activity with MPC and related parties see Item 1. Business in our Annual Report on Form 10-K for the year ended December 31, 2024, and Note 5 to the unaudited consolidated financial statements.

### Environmental Matters and Compliance Costs

We have incurred and may continue to incur substantial capital, operating and maintenance, and remediation expenditures as a result of environmental laws and regulations. If these expenditures, as with all costs, are not ultimately reflected in the prices of our products and services, our operating results will be adversely affected. We believe that substantially all of our competitors must comply with similar environmental laws and regulations. However, the specific impact on each competitor may vary depending on a number of factors, including, but not limited to, the age and location of its operating facilities.

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, actual expenditures may vary as the number and scope of environmental projects are revised as a result of improved technology or changes in regulatory requirements. There have been no material changes to our environmental matters and compliance costs since our Annual Report on Form 10-K for the year ended December 31, 2024.

### Tax Matters

Our U.S. federal income tax returns for the years 2019 through 2022 are currently under examination by the Internal Revenue Service.

### Critical Accounting Estimates

As of March 31, 2025, there have been no significant changes to our critical accounting estimates since our Annual Report on Form 10-K for the year ended December 31, 2024.

### 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.

## Market risk

As filed, 3,510 characters.

We are exposed to market risks related to the volatility of commodity prices. We employ various strategies, including the potential 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 March 31, 2025, we did not have any open financial or commodity derivative instruments to hedge the economic risks related to interest rate fluctuations or the volatility of commodity prices, respectively; 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 months ended March 31, 2025 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, 2024.

### 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 commodity 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)*

| Outstanding debt | Fair Value as of March 31, 2025(1) | Change in Fair Value(2) | Change in Income Before Income Taxes for the Three Months Ended March 31, 2025(3) |
| --- | ---: | ---: | ---: |
| Fixed-rate | $21,120 | $1,682 | 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 March 31, 2025.

(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 three months ended March 31, 2025.

(4) MPLX had no outstanding borrowings on the MPLX Credit Agreement as of March 31, 2025.

At March 31, 2025, our portfolio of third‑party debt consisted of fixed-rate instruments and outstanding borrowings, if any, under the MPLX Credit Agreement. 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 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.

## Controls and procedures

As filed, 1,029 characters.

### 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 March 31, 2025, 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 March 31, 2025, 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.

## Risk factors

As filed, 150 characters.

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, 2024.

Filed May 6, 2025.
Source: SEC EDGAR, the filing index for accession 0001552000-25-000019. Last ingested by Listed: Nov 3, 2026, 19:40 ET. No prices; not investment advice.