|
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
|
27-0005456
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
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|
|
|
200 E. Hardin Street, Findlay, Ohio
|
|
45840
|
(Address of principal executive offices)
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|
(Zip code)
|
Large accelerated filer
|
x
|
Accelerated filer
|
¨
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|
|
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Non-accelerated filer
|
¨
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Smaller reporting company
|
¨
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|
|
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Emerging growth company
|
¨
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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
|
|
Page
|
|
|
|
|
|
|
|
|
ASC
|
Accounting Standards Codification
|
ASU
|
Accounting Standards Update
|
ATM Program
|
An at-the-market program for the issuance of common units
|
Barrel
|
One stock tank barrel, or 42 United States gallons of liquid volume, used in reference to crude oil or other liquid hydrocarbons
|
Bcf/d
|
One billion cubic feet per day
|
Btu
|
One British thermal unit, an energy measurement
|
Condensate
|
A natural gas liquid with a low vapor pressure mainly composed of propane, butane, pentane and heavier hydrocarbon fractions
|
DCF (a non-GAAP financial measure)
|
Distributable Cash Flow
|
EBITDA (a non-GAAP financial measure)
|
Earnings Before Interest, Taxes, Depreciation and Amortization
|
FASB
|
Financial Accounting Standards Board
|
GAAP
|
Accounting principles generally accepted in the United States of America
|
Gal
|
Gallon
|
Gal/d
|
Gallons per day
|
IDR
|
Incentive Distribution Right
|
Initial Offering
|
Initial public offering on October 31, 2012
|
LIBOR
|
London Interbank Offered Rate
|
mbpd
|
Thousand barrels per day
|
MMBtu
|
One million British thermal units, an energy measurement
|
MMcf/d
|
One million cubic feet of natural gas per day
|
NGL
|
Natural gas liquids, such as ethane, propane, butanes and natural gasoline
|
NYSE
|
New York Stock Exchange
|
Partnership Agreement
|
Fourth Amended and Restated Agreement of Limited Partnership of MPLX LP, dated as of February 1, 2018
|
Predecessor
|
Collectively:
- The related assets, liabilities and results of operations of Hardin Street Marine LLC (“HSM”) prior to the date of the acquisition, March 31, 2016, effective January 1, 2015
- The related assets, liabilities and results of operations of Hardin Street Transportation LLC (“HST”), Woodhaven Cavern LLC (“WHC”) and MPLX Terminals LLC (“MPLXT”) prior to the date of the acquisition, March 1, 2017, effective January 1, 2015 for HST and WHC and April 1, 2016 for MPLXT
|
Realized derivative gain/loss
|
The gain or loss recognized when a derivative matures or is settled
|
SEC
|
United States Securities and Exchange Commission
|
SMR
|
Steam methane reformer, operated by a third party and located at the Javelina gas processing and fractionation complex in Corpus Christi, Texas
|
Unrealized derivative gain/loss
|
The gain or loss recognized on a derivative due to changes in fair value prior to the instrument maturing or settling
|
VIE
|
Variable interest entity
|
|
Three Months Ended
March 31, |
||||||
(In millions, except per unit data)
|
2019
|
|
2018
|
||||
Revenues and other income:
|
|
|
|
||||
Service revenue
|
$
|
438
|
|
|
$
|
382
|
|
Service revenue - related parties
|
578
|
|
|
471
|
|
||
Service revenue - product related
|
34
|
|
|
44
|
|
||
Rental income
|
94
|
|
|
79
|
|
||
Rental income - related parties
|
193
|
|
|
145
|
|
||
Product sales
|
202
|
|
|
207
|
|
||
Product sales - related parties
|
11
|
|
|
4
|
|
||
Income from equity method investments
|
70
|
|
|
61
|
|
||
Other income
|
—
|
|
|
4
|
|
||
Other income - related parties
|
26
|
|
|
23
|
|
||
Total revenues and other income
|
1,646
|
|
|
1,420
|
|
||
Costs and expenses:
|
|
|
|
||||
Cost of revenues (excludes items below)
|
210
|
|
|
206
|
|
||
Purchased product costs
|
194
|
|
|
187
|
|
||
Rental cost of sales
|
37
|
|
|
29
|
|
||
Rental cost of sales - related parties
|
3
|
|
|
1
|
|
||
Purchases - related parties
|
212
|
|
|
177
|
|
||
Depreciation and amortization
|
211
|
|
|
176
|
|
||
General and administrative expenses
|
82
|
|
|
69
|
|
||
Other taxes
|
19
|
|
|
18
|
|
||
Total costs and expenses
|
968
|
|
|
863
|
|
||
Income from operations
|
678
|
|
|
557
|
|
||
Related party interest and other financial costs
|
1
|
|
|
1
|
|
||
Interest expense (net of amounts capitalized of $7 million and $9 million, respectively)
|
156
|
|
|
112
|
|
||
Other financial costs
|
14
|
|
|
17
|
|
||
Income before income taxes
|
507
|
|
|
427
|
|
||
(Benefit)/provision for income taxes
|
(2
|
)
|
|
4
|
|
||
Net income
|
509
|
|
|
423
|
|
||
Less: Net income attributable to noncontrolling interests
|
6
|
|
|
2
|
|
||
Net income attributable to MPLX LP
|
503
|
|
|
421
|
|
||
Less: Preferred unit distributions
|
20
|
|
|
16
|
|
||
Limited partners’ interest in net income attributable to MPLX LP
|
$
|
483
|
|
|
$
|
405
|
|
Per Unit Data (See Note 6)
|
|
|
|
||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
||||
Common - basic
|
$
|
0.61
|
|
|
$
|
0.61
|
|
Common - diluted
|
$
|
0.61
|
|
|
$
|
0.61
|
|
Weighted average limited partner units outstanding:
|
|
|
|
||||
Common - basic
|
794
|
|
|
661
|
|
||
Common - diluted
|
795
|
|
|
661
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2019
|
|
2018
|
||||
Net income
|
$
|
509
|
|
|
$
|
423
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
||||
Remeasurements of pension and other postretirement benefits related to equity method investments, net of tax
|
1
|
|
|
(2
|
)
|
||
Comprehensive income
|
510
|
|
|
421
|
|
||
Less comprehensive income attributable to:
|
|
|
|
||||
Noncontrolling interests
|
6
|
|
|
2
|
|
||
Comprehensive income attributable to MPLX LP
|
$
|
504
|
|
|
$
|
419
|
|
(In millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
93
|
|
|
$
|
68
|
|
Receivables, net
|
365
|
|
|
417
|
|
||
Current assets - related parties
|
386
|
|
|
290
|
|
||
Inventories
|
74
|
|
|
77
|
|
||
Other current assets
|
34
|
|
|
45
|
|
||
Total current assets
|
952
|
|
|
897
|
|
||
Equity method investments
|
4,270
|
|
|
4,174
|
|
||
Property, plant and equipment, net
|
14,816
|
|
|
14,639
|
|
||
Intangibles, net
|
414
|
|
|
424
|
|
||
Goodwill
|
2,581
|
|
|
2,586
|
|
||
Right of use assets
|
262
|
|
|
—
|
|
||
Noncurrent assets - related parties
|
256
|
|
|
24
|
|
||
Other noncurrent assets
|
33
|
|
|
35
|
|
||
Total assets
|
23,584
|
|
|
22,779
|
|
||
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
110
|
|
|
162
|
|
||
Accrued liabilities
|
189
|
|
|
250
|
|
||
Current liabilities - related parties
|
204
|
|
|
254
|
|
||
Accrued property, plant and equipment
|
249
|
|
|
294
|
|
||
Accrued interest payable
|
156
|
|
|
143
|
|
||
Operating lease liabilities
|
46
|
|
|
—
|
|
||
Other current liabilities
|
75
|
|
|
83
|
|
||
Total current liabilities
|
1,029
|
|
|
1,186
|
|
||
Long-term deferred revenue
|
94
|
|
|
80
|
|
||
Long-term liabilities - related parties
|
273
|
|
|
43
|
|
||
Long-term debt
|
13,832
|
|
|
13,392
|
|
||
Deferred income taxes
|
12
|
|
|
13
|
|
||
Long-term operating lease liabilities
|
216
|
|
|
—
|
|
||
Deferred credits and other liabilities
|
195
|
|
|
197
|
|
||
Total liabilities
|
15,651
|
|
|
14,911
|
|
||
Commitments and contingencies (see Note 20)
|
|
|
|
||||
Redeemable preferred units
|
1,004
|
|
|
1,004
|
|
||
Equity
|
|
|
|
||||
Common unitholders - public (290 million and 289 million units issued and outstanding)
|
8,326
|
|
|
8,336
|
|
||
Common unitholder - MPC (505 million and 505 million units issued and outstanding)
|
(1,632
|
)
|
|
(1,612
|
)
|
||
Accumulated other comprehensive loss
|
(15
|
)
|
|
(16
|
)
|
||
Total MPLX LP partners’ capital
|
6,679
|
|
|
6,708
|
|
||
Noncontrolling interests
|
250
|
|
|
156
|
|
||
Total equity
|
6,929
|
|
|
6,864
|
|
||
Total liabilities, preferred units and equity
|
$
|
23,584
|
|
|
$
|
22,779
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2019
|
|
2018
|
||||
Increase/(decrease) in cash, cash equivalents and restricted cash
|
|
|
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
509
|
|
|
$
|
423
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Amortization of deferred financing costs
|
13
|
|
|
16
|
|
||
Depreciation and amortization
|
211
|
|
|
176
|
|
||
Deferred income taxes
|
(2
|
)
|
|
4
|
|
||
Asset retirement expenditures
|
—
|
|
|
(1
|
)
|
||
Loss on disposal of assets
|
1
|
|
|
—
|
|
||
Income from equity method investments
|
(70
|
)
|
|
(61
|
)
|
||
Distributions from unconsolidated affiliates
|
101
|
|
|
68
|
|
||
Changes in:
|
|
|
|
||||
Current receivables
|
57
|
|
|
(8
|
)
|
||
Inventories
|
3
|
|
|
2
|
|
||
Fair value of derivatives
|
7
|
|
|
(9
|
)
|
||
Current accounts payable and accrued liabilities
|
(78
|
)
|
|
(44
|
)
|
||
Current assets/current liabilities - related parties
|
(147
|
)
|
|
(126
|
)
|
||
Right of use assets/operating lease liabilities
|
3
|
|
|
—
|
|
||
Deferred revenue
|
14
|
|
|
7
|
|
||
All other, net
|
(4
|
)
|
|
3
|
|
||
Net cash provided by operating activities
|
618
|
|
|
450
|
|
||
Investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(457
|
)
|
|
(455
|
)
|
||
Acquisitions, net of cash acquired
|
1
|
|
|
—
|
|
||
Disposal of assets
|
7
|
|
|
2
|
|
||
Investments in unconsolidated affiliates
|
(128
|
)
|
|
(38
|
)
|
||
Distributions from unconsolidated affiliates - return of capital
|
2
|
|
|
—
|
|
||
All other, net
|
—
|
|
|
1
|
|
||
Net cash used in investing activities
|
(575
|
)
|
|
(490
|
)
|
||
Financing activities:
|
|
|
|
||||
Long-term debt - borrowings
|
825
|
|
|
9,610
|
|
||
- repayments
|
(400
|
)
|
|
(4,655
|
)
|
||
Related party debt - borrowings
|
851
|
|
|
452
|
|
||
- repayments
|
(851
|
)
|
|
(838
|
)
|
||
Debt issuance costs
|
—
|
|
|
(53
|
)
|
||
Distributions to MPC for acquisitions
|
—
|
|
|
(4,111
|
)
|
||
Distributions to noncontrolling interests
|
(6
|
)
|
|
(3
|
)
|
||
Distributions to preferred unitholders
|
(20
|
)
|
|
(16
|
)
|
||
Distributions to unitholders and general partner
|
(515
|
)
|
|
(347
|
)
|
||
Contributions from noncontrolling interests
|
94
|
|
|
1
|
|
||
All other, net
|
(4
|
)
|
|
(3
|
)
|
||
Net cash (used in)/provided by financing activities
|
(26
|
)
|
|
37
|
|
||
Net increase/(decrease) in cash, cash equivalents and restricted cash
|
17
|
|
|
(3
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
76
|
|
|
9
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
93
|
|
|
$
|
6
|
|
|
Partnership
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(In millions)
|
Common
Unit-holders
Public
|
|
Common
Unit-holder
MPC
|
|
General
Partner
MPC
|
|
Accumulated Other Comprehensive Loss
|
|
Non-controlling
Interests
|
|
Equity of Predecessor
|
|
Total
|
||||||||||||||
Balance at December 31, 2017
|
$
|
8,379
|
|
|
$
|
2,099
|
|
|
$
|
(637
|
)
|
|
$
|
(14
|
)
|
|
$
|
146
|
|
|
$
|
—
|
|
|
$
|
9,973
|
|
Net income (excludes amounts attributable to preferred units)
|
180
|
|
|
225
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
407
|
|
|||||||
Allocation of MPC's net investment at acquisition
|
—
|
|
|
5,172
|
|
|
(4,126
|
)
|
|
—
|
|
|
—
|
|
|
(1,046
|
)
|
|
—
|
|
|||||||
Distributions to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
MPC for acquisition
|
—
|
|
|
(936
|
)
|
|
(3,164
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,100
|
)
|
|||||||
Unitholders and general partner
|
(176
|
)
|
|
(171
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(347
|
)
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||||
Contributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
MPC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,046
|
|
|
1,046
|
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
Conversion of GP economic interests
|
—
|
|
|
(7,926
|
)
|
|
7,926
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other
|
2
|
|
|
—
|
|
|
1
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Balance at March 31, 2018
|
8,385
|
|
|
(1,537
|
)
|
|
—
|
|
|
(16
|
)
|
|
146
|
|
|
—
|
|
|
6,978
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2018
|
8,336
|
|
|
(1,612
|
)
|
|
—
|
|
|
(16
|
)
|
|
156
|
|
|
—
|
|
|
6,864
|
|
|||||||
Net income (excludes amounts attributable to preferred units)
|
176
|
|
|
307
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
489
|
|
|||||||
Distributions to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unitholders
|
(188
|
)
|
|
(327
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(515
|
)
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||||
Contributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
94
|
|
|||||||
Other
|
2
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||||
Balance at March 31, 2019
|
$
|
8,326
|
|
|
$
|
(1,632
|
)
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
6,929
|
|
ASU
|
|
Effective Date
|
2017-12
|
Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities
|
January 1, 2019
|
|
Ownership as of
|
|
Carrying value at
|
||||||
|
March 31,
|
|
March 31,
|
|
December 31,
|
||||
(In millions, except ownership percentages)
|
2019
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
|
||||
Explorer Pipeline Company
|
25%
|
|
$
|
85
|
|
|
$
|
90
|
|
Illinois Extension Pipeline Company, L.L.C.
|
35%
|
|
280
|
|
|
275
|
|
||
LOCAP LLC
|
59%
|
|
27
|
|
|
27
|
|
||
LOOP LLC
|
41%
|
|
232
|
|
|
226
|
|
||
MarEn Bakken Bakken Company LLC
|
25%
|
|
492
|
|
|
498
|
|
||
Centrahoma Processing LLC
|
40%
|
|
158
|
|
|
160
|
|
||
MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C.
|
67%
|
|
247
|
|
|
236
|
|
||
MarkWest Utica EMG, L.L.C.
|
56%
|
|
2,017
|
|
|
2,039
|
|
||
Sherwood Midstream LLC
|
50%
|
|
455
|
|
|
366
|
|
||
Sherwood Midstream Holdings LLC
|
56%
|
|
163
|
|
|
157
|
|
||
Other
|
|
|
114
|
|
|
100
|
|
||
Total
|
|
|
$
|
4,270
|
|
|
$
|
4,174
|
|
|
Three Months Ended March 31, 2019
|
||||||||||
(In millions)
|
VIEs
|
|
Non-VIEs
|
|
Total
|
||||||
Revenues and other income
|
$
|
143
|
|
|
$
|
340
|
|
|
$
|
483
|
|
Costs and expenses
|
70
|
|
|
172
|
|
|
242
|
|
|||
Income from operations
|
73
|
|
|
168
|
|
|
241
|
|
|||
Net income
|
66
|
|
|
156
|
|
|
222
|
|
|||
Income from equity method investments
(1)
|
$
|
24
|
|
|
$
|
46
|
|
|
$
|
70
|
|
|
Three Months Ended March 31, 2018
|
||||||||||
(In millions)
|
VIEs
|
|
Non-VIEs
|
|
Total
|
||||||
Revenues and other income
|
$
|
106
|
|
|
$
|
297
|
|
|
$
|
403
|
|
Costs and expenses
|
62
|
|
|
155
|
|
|
217
|
|
|||
Income from operations
|
44
|
|
|
142
|
|
|
186
|
|
|||
Net income
|
44
|
|
|
129
|
|
|
173
|
|
|||
Income from equity method investments
(1)
|
$
|
15
|
|
|
$
|
46
|
|
|
$
|
61
|
|
(1)
|
“
Income from equity method investments
” includes the impact of any basis differential amortization or accretion.
|
|
March 31, 2019
|
||||||||||
(In millions)
|
VIEs
|
|
Non-VIEs
|
|
Total
|
||||||
Current assets
|
$
|
162
|
|
|
$
|
327
|
|
|
$
|
489
|
|
Noncurrent assets
|
4,438
|
|
|
4,693
|
|
|
9,131
|
|
|||
Current liabilities
|
129
|
|
|
221
|
|
|
350
|
|
|||
Noncurrent liabilities
|
$
|
193
|
|
|
$
|
843
|
|
|
$
|
1,036
|
|
|
December 31, 2018
|
||||||||||
(In millions)
|
VIEs
|
|
Non-VIEs
|
|
Total
|
||||||
Current assets
|
$
|
235
|
|
|
$
|
379
|
|
|
$
|
614
|
|
Noncurrent assets
|
3,535
|
|
|
4,715
|
|
|
8,250
|
|
|||
Current liabilities
|
155
|
|
|
246
|
|
|
401
|
|
|||
Noncurrent liabilities
|
$
|
189
|
|
|
$
|
841
|
|
|
$
|
1,030
|
|
•
|
MPC, which refines, markets and transports crude oil and petroleum products.
|
•
|
MarkWest Utica EMG, in which MPLX LP has a
56 percent
interest as of
March 31, 2019
. MarkWest Utica EMG is engaged in natural gas processing and NGL fractionation, transportation and marketing in Ohio.
|
•
|
Ohio Gathering, in which MPLX LP has a
34 percent
indirect interest as of
March 31, 2019
. Ohio Gathering is a subsidiary of MarkWest Utica EMG providing natural gas gathering service in the Utica Shale region of eastern Ohio.
|
•
|
Sherwood Midstream, in which MPLX LP has a
50 percent
interest as of
March 31, 2019
. Sherwood Midstream supports the development of Antero Resources Corporation’s Marcellus Shale acreage in the rich-gas corridor of West Virginia.
|
•
|
Sherwood Midstream Holdings, in which MPLX LP has a
78 percent
total direct and indirect interest as of
March 31, 2019
. Sherwood Midstream Holdings owns certain infrastructure at the Sherwood Complex that is shared by and supports the operation of both the Sherwood Midstream and MarkWest gas processing plants and de-ethanization facilities.
|
•
|
MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C. (“Jefferson Dry Gas”), in which MPLX LP has a
67 percent
interest as of
March 31, 2019
. Jefferson Dry Gas provides natural dry gas gathering and related services in the Utica Shale region of Ohio.
|
(In millions)
|
Three Months Ended March 31, 2019
|
|
Year Ended December 31, 2018
|
||||
Borrowings
|
$
|
851
|
|
|
$
|
3,962
|
|
Average interest rate of borrowings
|
3.988
|
%
|
|
3.473
|
%
|
||
Repayments
|
$
|
851
|
|
|
$
|
4,347
|
|
Outstanding balance at end of period
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Service revenues - related parties
|
|
|
|
||||
MPC
|
$
|
578
|
|
|
$
|
471
|
|
Rental income - related parties
|
|
|
|
||||
MPC
|
193
|
|
|
145
|
|
||
Product sales - related parties
(1)
|
|
|
|
||||
MPC
|
11
|
|
|
4
|
|
||
Other income - related parties
|
|
|
|
||||
MPC
|
10
|
|
|
10
|
|
||
MarkWest Utica EMG
|
4
|
|
|
4
|
|
||
Ohio Gathering
|
4
|
|
|
4
|
|
||
Sherwood Midstream
|
4
|
|
|
3
|
|
||
Jefferson Dry Gas
|
2
|
|
|
1
|
|
||
Other
|
2
|
|
|
1
|
|
||
Total Other income - related parties
|
$
|
26
|
|
|
$
|
23
|
|
(1)
|
There were additional product sales to MPC that 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
months ended
March 31, 2019
and
March 31, 2018
, these sales totaled
$86 million
and
$79 million
, respectively.
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Rental cost of sales - related parties
|
$
|
3
|
|
|
$
|
1
|
|
Purchases - related parties
|
212
|
|
|
177
|
|
||
General and administrative expenses
|
50
|
|
|
39
|
|
||
Total
|
$
|
265
|
|
|
$
|
217
|
|
(In millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Current assets - related parties
|
|
|
|
||||
Receivables - MPC
|
$
|
372
|
|
|
$
|
281
|
|
Receivables - Other
|
7
|
|
|
8
|
|
||
Prepaid - MPC
|
7
|
|
|
1
|
|
||
Total
|
386
|
|
|
290
|
|
||
Noncurrent assets - related parties
|
|
|
|
||||
Long-term receivables - MPC
|
24
|
|
|
24
|
|
||
Right of use assets - MPC
|
232
|
|
|
—
|
|
||
Total
|
256
|
|
|
24
|
|
||
Current liabilities - related parties
|
|
|
|
||||
Payables - MPC
|
119
|
|
|
131
|
|
||
Payables - MarkWest Utica EMG
|
16
|
|
|
51
|
|
||
Payables - Sherwood Midstream
|
18
|
|
|
16
|
|
||
Payables - Other
|
5
|
|
|
5
|
|
||
Operating lease liabilities - MPC
|
1
|
|
|
—
|
|
||
Deferred revenue - Minimum volume deficiencies - MPC
|
38
|
|
|
44
|
|
||
Deferred revenue - Project reimbursements - MPC
|
7
|
|
|
7
|
|
||
Total
|
204
|
|
|
254
|
|
||
Long-term liabilities - related parties
|
|
|
|
||||
Long-term operating lease liabilities - MPC
|
231
|
|
|
—
|
|
||
Long-term deferred revenue - Project reimbursements - MPC
|
42
|
|
|
43
|
|
||
Total
|
$
|
273
|
|
|
$
|
43
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Net income attributable to MPLX LP
|
$
|
503
|
|
|
$
|
421
|
|
Less: Limited partners’ distributions declared on preferred units
(1)
|
20
|
|
|
16
|
|
||
Limited partners’ distributions declared on common units (including common units of general partner)
(1)
|
523
|
|
|
467
|
|
||
Undistributed net loss attributable to MPLX LP
|
$
|
(40
|
)
|
|
$
|
(62
|
)
|
(1)
|
See Note
7
for distribution information.
|
|
Three Months Ended March 31, 2019
|
||||||||||
(In millions, except per unit data)
|
Limited Partners’
Common Units
|
|
Redeemable Preferred Units
|
|
Total
|
||||||
Basic and diluted net income attributable to MPLX LP per unit
|
|
|
|
|
|
||||||
Net income attributable to MPLX LP:
|
|
|
|
|
|
||||||
Distributions declared
|
$
|
523
|
|
|
$
|
20
|
|
|
$
|
543
|
|
Undistributed net loss attributable to MPLX LP
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
|||
Net income attributable to MPLX LP
(1)
|
$
|
483
|
|
|
$
|
20
|
|
|
$
|
503
|
|
Weighted average units outstanding:
|
|
|
|
|
|
||||||
Basic
|
794
|
|
|
31
|
|
|
825
|
|
|||
Diluted
|
795
|
|
|
31
|
|
|
826
|
|
|||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.61
|
|
|
|
|
|
||||
Diluted
|
$
|
0.61
|
|
|
|
|
|
|
Three Months Ended March 31, 2018
|
||||||||||
(In millions, except per unit data)
|
Limited Partners’
Common Units
|
|
Redeemable Preferred Units
|
|
Total
|
||||||
Basic and diluted net income attributable to MPLX LP per unit
|
|
|
|
|
|
||||||
Net income attributable to MPLX LP:
|
|
|
|
|
|
||||||
Distributions declared (including IDRs)
|
$
|
467
|
|
|
$
|
16
|
|
|
$
|
483
|
|
Undistributed net loss attributable to MPLX LP
|
(62
|
)
|
|
—
|
|
|
(62
|
)
|
|||
Net income attributable to MPLX LP
(1)
|
$
|
405
|
|
|
$
|
16
|
|
|
$
|
421
|
|
Weighted average units outstanding:
|
|
|
|
|
|
||||||
Basic
|
661
|
|
|
31
|
|
|
692
|
|
|||
Diluted
|
661
|
|
|
31
|
|
|
692
|
|
|||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.61
|
|
|
|
|
|
|
|||
Diluted
|
$
|
0.61
|
|
|
|
|
|
|
(1)
|
Allocation of net income attributable to MPLX LP assumes all earnings for the period had been distributed based on the current period distribution priorities.
|
(In units)
|
Common
|
|
Balance at December 31, 2018
|
794,089,518
|
|
Unit-based compensation awards
|
148,379
|
|
Balance at March 31, 2019
|
794,237,897
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Common and preferred unit distributions:
|
|
|
|
||||
Common unitholders, includes common units of general partner
|
$
|
523
|
|
|
$
|
467
|
|
Preferred unit distributions
|
20
|
|
|
16
|
|
||
Total cash distributions declared
|
$
|
543
|
|
|
$
|
483
|
|
(In millions)
|
Redeemable Preferred Units
|
||
Balance at December 31, 2018
|
$
|
1,004
|
|
Net income allocated
|
20
|
|
|
Distributions received by preferred unitholders
|
(20
|
)
|
|
Balance at March 31, 2019
|
$
|
1,004
|
|
•
|
L&S – transports, stores, distributes and markets crude oil and refined petroleum products.
|
•
|
G&P – gathers, processes and transports natural gas; and gathers, transports, fractionates, stores and markets NGLs.
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
L&S
|
|
|
|
||||
Service revenue
|
$
|
612
|
|
|
$
|
499
|
|
Rental income
|
199
|
|
|
145
|
|
||
Product related revenue
|
3
|
|
|
2
|
|
||
Income from equity method investments
|
41
|
|
|
44
|
|
||
Other income
|
11
|
|
|
12
|
|
||
Total segment revenues and other income
(1)
|
866
|
|
|
702
|
|
||
Segment Adjusted EBITDA
(2)
|
559
|
|
|
437
|
|
||
Maintenance capital expenditures
|
13
|
|
|
22
|
|
||
Growth capital expenditures
|
103
|
|
|
154
|
|
||
G&P
|
|
|
|
||||
Service revenue
|
404
|
|
|
354
|
|
||
Rental income
|
88
|
|
|
79
|
|
||
Product related revenue
|
244
|
|
|
253
|
|
||
Income from equity method investments
|
29
|
|
|
17
|
|
||
Other income
|
15
|
|
|
15
|
|
||
Total segment revenues and other income
(1)
|
780
|
|
|
718
|
|
||
Segment Adjusted EBITDA
(2)
|
371
|
|
|
323
|
|
||
Maintenance capital expenditures
|
6
|
|
|
3
|
|
||
Growth capital expenditures
|
$
|
261
|
|
|
$
|
271
|
|
(1)
|
Within the total segment revenues and other income amounts presented above, third party revenues for the L&S segment were
$82 million
and
$74 million
for the
three
months ended
March 31, 2019
and
2018
, respectively. Third party revenues for the G&P segment were
$757 million
and
$703 million
for the
three
months ended
March 31, 2019
and
2018
, respectively.
|
(2)
|
See below for the reconciliation from Segment Adjusted EBITDA to “Net income.”
|
(In millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Segment assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
93
|
|
|
$
|
68
|
|
L&S
(1)
|
7,040
|
|
|
6,566
|
|
||
G&P
(1)
|
16,451
|
|
|
16,145
|
|
||
Total assets
|
$
|
23,584
|
|
|
$
|
22,779
|
|
(1)
|
Equity method investments included in L&S assets were
$1.12 billion
at
March 31, 2019
and
December 31, 2018
, respectively. Equity method investments included in G&P assets were
$3.15 billion
at
March 31, 2019
and
$3.05 billion
at
December 31, 2018
.
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Reconciliation to Net income:
|
|
|
|
||||
L&S Segment Adjusted EBITDA
|
$
|
559
|
|
|
$
|
437
|
|
G&P Segment Adjusted EBITDA
|
371
|
|
|
323
|
|
||
Total reportable segments
|
930
|
|
|
760
|
|
||
Depreciation and amortization
(1)
|
(211
|
)
|
|
(176
|
)
|
||
Benefit/(provision) for income taxes
|
2
|
|
|
(4
|
)
|
||
Amortization of deferred financing costs
|
(13
|
)
|
|
(16
|
)
|
||
Non-cash equity-based compensation
|
(6
|
)
|
|
(4
|
)
|
||
Net interest and other financial costs
|
(158
|
)
|
|
(114
|
)
|
||
Income from equity method investments
|
70
|
|
|
61
|
|
||
Distributions/adjustments related to equity method investments
|
(108
|
)
|
|
(90
|
)
|
||
Unrealized derivative (losses)/gains
(2)
|
(4
|
)
|
|
7
|
|
||
Acquisition costs
|
—
|
|
|
(3
|
)
|
||
Adjusted EBITDA attributable to noncontrolling interests
|
7
|
|
|
2
|
|
||
Net income
|
$
|
509
|
|
|
$
|
423
|
|
(1)
|
Depreciation and amortization attributable to L&S was
$70 million
and
$48 million
for the
three
months ended
March 31, 2019
and
2018
, respectively. Depreciation and amortization attributable to G&P was
$141 million
and
$128 million
for the
three
months ended
March 31, 2019
and
2018
, respectively.
|
(2)
|
MPLX makes a distinction between realized and unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, changes in the fair value of the derivative are recorded as an unrealized gain or loss. When a derivative contract matures or is settled, the previously recorded unrealized gain or loss is reversed and the realized gain or loss of the contract is recorded.
|
(In millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||
NGLs
|
$
|
3
|
|
|
$
|
9
|
|
Line fill
|
10
|
|
|
9
|
|
||
Spare parts, materials and supplies
|
61
|
|
|
59
|
|
||
Total inventories
|
$
|
74
|
|
|
$
|
77
|
|
(In millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Natural gas gathering and NGL transportation pipelines and facilities
|
$
|
6,128
|
|
|
$
|
5,926
|
|
Processing, fractionation and storage facilities
|
5,343
|
|
|
5,336
|
|
||
Pipelines and related assets
|
2,620
|
|
|
2,560
|
|
||
Barges and towing vessels
|
635
|
|
|
620
|
|
||
Terminals and related assets
|
1,184
|
|
|
1,178
|
|
||
Refinery related assets
|
943
|
|
|
938
|
|
||
Land, building, office equipment and other
|
978
|
|
|
957
|
|
||
Construction-in-progress
|
858
|
|
|
801
|
|
||
Total
|
18,689
|
|
|
18,316
|
|
||
Less accumulated depreciation
|
3,873
|
|
|
3,677
|
|
||
Property, plant and equipment, net
|
$
|
14,816
|
|
|
$
|
14,639
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
(In millions)
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Significant unobservable inputs (Level 3)
|
|
|
|
|
|
|
|
||||||||
Embedded derivatives in commodity contracts
|
$
|
—
|
|
|
$
|
(65
|
)
|
|
$
|
—
|
|
|
$
|
(61
|
)
|
Total carrying value on Consolidated Balance Sheets
|
$
|
—
|
|
|
$
|
(65
|
)
|
|
$
|
—
|
|
|
$
|
(61
|
)
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||||||||||
(In millions)
|
Commodity Derivative Contracts (net)
|
|
Embedded Derivatives in Commodity Contracts (net)
|
|
Commodity Derivative Contracts (net)
|
|
Embedded Derivatives in Commodity Contracts (net)
|
||||||||
Fair value at beginning of period
|
$
|
—
|
|
|
$
|
(61
|
)
|
|
$
|
(2
|
)
|
|
$
|
(64
|
)
|
Total (losses)/gains (realized and unrealized) included in earnings
(1)
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
3
|
|
||||
Settlements
|
—
|
|
|
2
|
|
|
—
|
|
|
3
|
|
||||
Fair value at end of period
|
—
|
|
|
(65
|
)
|
|
(2
|
)
|
|
(58
|
)
|
||||
The amount of total losses for the period included in earnings attributable to the change in unrealized losses relating to liabilities still held at end of period
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
3
|
|
(1)
|
Gains and losses on commodity derivative contracts classified as Level 3 are recorded in “Product sales”
on the Consolidated Statements of Income. Gains and losses on derivatives embedded in commodity contracts are recorded in “Purchased product costs” and “Cost of revenues” on the Consolidated Statements of Income.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
(In millions)
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Long-term debt
|
$
|
14,430
|
|
|
$
|
13,921
|
|
|
$
|
13,169
|
|
|
$
|
13,484
|
|
SMR liability
|
$
|
94
|
|
|
$
|
85
|
|
|
$
|
92
|
|
|
$
|
86
|
|
(In millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
Derivative contracts not designated as hedging instruments and their balance sheet location
|
Asset
|
|
Liability
|
|
Asset
|
|
Liability
|
||||||||
Commodity contracts
(1)
|
|
|
|
|
|
|
|
||||||||
Other current assets / Other current liabilities
|
$
|
—
|
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
Other noncurrent assets / Deferred credits and other liabilities
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
(54
|
)
|
||||
Total
|
$
|
—
|
|
|
$
|
(65
|
)
|
|
$
|
—
|
|
|
$
|
(61
|
)
|
(1)
|
Includes embedded derivatives in commodity contracts as discussed above.
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Product sales
|
|
|
|
||||
Realized (loss)/gain
|
$
|
—
|
|
|
$
|
—
|
|
Unrealized (loss)/gain
|
—
|
|
|
1
|
|
||
Total derivative (loss)/gain related to product sales
|
—
|
|
|
1
|
|
||
Purchased product costs
|
|
|
|
||||
Realized (loss)/gain
|
(2
|
)
|
|
(3
|
)
|
||
Unrealized (loss)/gain
|
(4
|
)
|
|
6
|
|
||
Total derivative (loss)/gain related to purchased product costs
|
(6
|
)
|
|
3
|
|
||
Cost of revenues
|
|
|
|
||||
Realized (loss)/gain
|
—
|
|
|
—
|
|
||
Unrealized (loss)/gain
|
—
|
|
|
—
|
|
||
Total derivative (loss)/gain related to cost of revenues
|
—
|
|
|
—
|
|
||
Total derivative (loss)/gain
|
$
|
(6
|
)
|
|
$
|
4
|
|
(In millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||
MPLX LP:
|
|
|
|
||||
Bank revolving credit facility due 2022
|
$
|
425
|
|
|
$
|
—
|
|
3.375% senior notes due March 2023
|
500
|
|
|
500
|
|
||
4.500% senior notes due July 2023
|
989
|
|
|
989
|
|
||
4.875% senior notes due December 2024
|
1,149
|
|
|
1,149
|
|
||
4.000% senior notes due February 2025
|
500
|
|
|
500
|
|
||
4.875% senior notes due June 2025
|
1,189
|
|
|
1,189
|
|
||
4.125% senior notes due March 2027
|
1,250
|
|
|
1,250
|
|
||
4.000% senior notes due March 2028
|
1,250
|
|
|
1,250
|
|
||
4.800% senior notes due February 2029
|
750
|
|
|
750
|
|
||
4.500% senior notes due April 2038
|
1,750
|
|
|
1,750
|
|
||
5.200% senior notes due March 2047
|
1,000
|
|
|
1,000
|
|
||
4.700% senior notes due April 2048
|
1,500
|
|
|
1,500
|
|
||
5.500% senior notes due February 2049
|
1,500
|
|
|
1,500
|
|
||
4.900% senior notes due April 2058
|
500
|
|
|
500
|
|
||
Consolidated subsidiaries:
|
|
|
|
||||
MarkWest - 4.500% - 4.875% senior notes, due 2023-2025
|
23
|
|
|
23
|
|
||
Financing lease obligations
(1)
|
8
|
|
|
6
|
|
||
Total
|
14,283
|
|
|
13,856
|
|
||
Unamortized debt issuance costs
|
(96
|
)
|
|
(97
|
)
|
||
Unamortized discount
|
(354
|
)
|
|
(366
|
)
|
||
Amounts due within one year
|
(1
|
)
|
|
(1
|
)
|
||
Total long-term debt due after one year
|
$
|
13,832
|
|
|
$
|
13,392
|
|
|
Three Months Ended March 31, 2019
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Service revenue
|
$
|
34
|
|
|
$
|
404
|
|
|
$
|
438
|
|
Service revenue - related parties
|
578
|
|
|
—
|
|
|
578
|
|
|||
Service revenue - product related
|
—
|
|
|
34
|
|
|
34
|
|
|||
Product sales
|
1
|
|
|
201
|
|
|
202
|
|
|||
Product sales - related parties
|
2
|
|
|
9
|
|
|
11
|
|
|||
Total revenues from contracts with customers
|
$
|
615
|
|
|
$
|
648
|
|
|
1,263
|
|
|
Non-ASC 606 revenue
(1)
|
|
|
|
|
383
|
|
|||||
Total revenues and other income
|
|
|
|
|
$
|
1,646
|
|
(1)
|
Non-ASC 606 Revenue includes rental income, income from equity method investments, derivative gains and losses, mark-to-market adjustments, and other income.
|
|
Three Months Ended March 31, 2018
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Service revenue
|
$
|
28
|
|
|
$
|
354
|
|
|
$
|
382
|
|
Service revenue - related parties
|
471
|
|
|
—
|
|
|
471
|
|
|||
Service revenue - product related
|
—
|
|
|
44
|
|
|
44
|
|
|||
Product sales
(1)
|
1
|
|
|
205
|
|
|
206
|
|
|||
Product sales - related parties
|
1
|
|
|
3
|
|
|
4
|
|
|||
Total revenues from contracts with customers
|
$
|
501
|
|
|
$
|
606
|
|
|
1,107
|
|
|
Non-ASC 606 revenue
(2)
|
|
|
|
|
313
|
|
|||||
Total revenues and other income
|
|
|
|
|
$
|
1,420
|
|
(1)
|
G&P “Product sales” for the
three
months ended
March 31, 2018
includes approximately
$1 million
of revenue related to derivative gains and losses and mark-to-market adjustments.
|
(2)
|
Non-ASC 606 Revenue includes rental income, income from equity method investments, derivative gains and losses, mark-to-market adjustments, and other income.
|
(In millions)
|
Balance at December 31, 2018
(1)
|
|
Additions/ (Deletions)
|
|
Revenue Recognized
(2)
|
|
Balance at March 31, 2019
|
||||||||
Contract assets
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Deferred revenue
|
4
|
|
|
1
|
|
|
(1
|
)
|
|
4
|
|
||||
Deferred revenue - related parties
|
50
|
|
|
3
|
|
|
(9
|
)
|
|
44
|
|
||||
Long-term deferred revenue
|
10
|
|
|
3
|
|
|
—
|
|
|
13
|
|
||||
Long-term deferred revenue - related parties
|
$
|
42
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
41
|
|
(1)
|
Balance represents ASC 606 portion of each respective line item.
|
(2)
|
No
significant revenue was recognized related to past performance obligations in the current period.
|
(In millions)
|
|
||
2019
|
$
|
884
|
|
2020
|
1,178
|
|
|
2021
|
1,193
|
|
|
2022
|
1,179
|
|
|
2023 and thereafter
|
5,651
|
|
|
Total revenue on remaining performance obligations
(1),(2),(3)
|
$
|
10,085
|
|
(1)
|
All fixed consideration from contracts with customers is included in the amounts presented above. Variable consideration that is constrained or not required to be estimated as it reflects our efforts to perform is excluded.
|
(2)
|
Arrangements deemed implicit leases are included in “Rental income” and are excluded from this table.
|
(3)
|
Only minimum volume commitments that are deemed fixed are included in the table above. MPLX has various minimum volume commitments in processing arrangements that vary based on the actual Btu content of the gas received. These amounts are deemed variable consideration and are excluded from the table above.
|
(In millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents
|
$
|
93
|
|
|
$
|
68
|
|
Restricted cash
(1)
|
—
|
|
|
8
|
|
||
Cash, cash equivalents and restricted cash
(2)
|
$
|
93
|
|
|
$
|
76
|
|
(1)
|
The restricted cash balance is included within “Other current assets” on the Consolidated Balance Sheets.
|
(2)
|
As a result of the adoption of ASU 2016-18, Statement of Cash Flows - Restricted Cash, the Consolidated Statements of Cash Flows now explain the change during the period of both “Cash and cash equivalents” and “Restricted cash.”
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Net cash provided by operating activities included:
|
|
|
|
||||
Interest paid (net of amounts capitalized)
|
$
|
143
|
|
|
$
|
103
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
|
||||
Payments on operating leases
|
19
|
|
|
—
|
|
||
Non-cash investing and financing activities:
|
|
|
|
||||
Net transfers of property, plant and equipment from materials and supplies inventories
|
1
|
|
|
1
|
|
||
ROU assets obtained in exchange for new operating lease obligations
|
1
|
|
|
—
|
|
||
ROU assets obtained in exchange for new finance lease obligations
|
$
|
2
|
|
|
$
|
—
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Increase/(decrease) in capital accruals
|
$
|
(74
|
)
|
|
$
|
(6
|
)
|
(In millions)
|
Pension
Benefits |
|
Other
Post-Retirement Benefits |
|
Total
|
||||||
Balance at December 31, 2018
(1)
|
$
|
(14
|
)
|
|
$
|
(2
|
)
|
|
$
|
(16
|
)
|
Other comprehensive income - remeasurements
(2)
|
—
|
|
|
1
|
|
|
1
|
|
|||
Balance at March 31, 2019
(1)
|
$
|
(14
|
)
|
|
$
|
(1
|
)
|
|
$
|
(15
|
)
|
(In millions)
|
Pension
Benefits
|
|
Other
Post-Retirement Benefits
|
|
Total
|
||||||
Balance at December 31, 2017
(1)
|
$
|
(13
|
)
|
|
$
|
(1
|
)
|
|
$
|
(14
|
)
|
Other comprehensive loss - remeasurements
(2)
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||
Balance at March 31, 2018
(1)
|
$
|
(14
|
)
|
|
$
|
(2
|
)
|
|
$
|
(16
|
)
|
(1)
|
These components of “Accumulated other comprehensive loss” are included in the computation of net periodic benefit cost by LOOP and Explorer and are therefore included on the Consolidated Statements of Income under the caption “Income/(loss) from equity method investments.”
|
(2)
|
Components of other comprehensive income/loss - remeasurements relate to actuarial gains and losses as well as amortization of prior service costs. MPLX records an adjustment to “Comprehensive income” in accordance with its ownership interest in LOOP and Explorer.
|
|
Number
of Units |
|
Weighted
Average Fair Value |
|||
Outstanding at December 31, 2018
|
1,154,335
|
|
|
$
|
34.34
|
|
Granted
|
188,069
|
|
|
33.09
|
|
|
Settled
|
(210,846
|
)
|
|
32.20
|
|
|
Forfeited
|
(9,375
|
)
|
|
34.86
|
|
|
Outstanding at March 31, 2019
|
1,122,183
|
|
|
$
|
34.53
|
|
|
Three Months Ended March 31, 2019
|
||||||
(In millions)
|
Related Party
|
|
Third Party
|
||||
Components of lease costs:
|
|
|
|
||||
Operating lease costs
|
$
|
4
|
|
|
$
|
14
|
|
Variable lease cost
|
—
|
|
|
2
|
|
||
Short-term lease cost
|
—
|
|
|
10
|
|
||
Total lease cost
|
$
|
4
|
|
|
$
|
26
|
|
|
March 31, 2019
|
||||||
(In millions)
|
Related Party
|
|
Third Party
|
||||
Operating leases
|
|
|
|
||||
Assets
|
|
|
|
||||
Right of use assets
|
$
|
232
|
|
|
$
|
262
|
|
Liabilities
|
|
|
|
||||
Operating lease liabilities
|
1
|
|
|
46
|
|
||
Long-term operating lease liabilities
|
231
|
|
|
216
|
|
||
Total operating lease liabilities
|
$
|
232
|
|
|
$
|
262
|
|
Weighted average remaining lease term
|
47.92 years
|
|
|
6.97 years
|
|
||
Weighted average discount rate
|
5.80
|
%
|
|
4.33
|
%
|
||
|
|
|
|
||||
Finance leases
|
|
|
|
||||
Assets
|
|
|
|
||||
Property, plant and equipment, gross
|
|
|
$
|
28
|
|
||
Accumulated depreciation
|
|
|
10
|
|
|||
Property, plant and equipment, net
|
|
|
18
|
|
|||
Liabilities
|
|
|
|
||||
Other current liabilities
|
|
|
1
|
|
|||
Long-term debt
|
|
|
7
|
|
|||
Total finance lease liabilities
|
|
|
$
|
8
|
|
||
Weighted average remaining lease term
|
|
|
31.05 years
|
|
|||
Weighted average discount rate
|
|
|
5.76
|
%
|
(In millions)
|
Related Party Operating
Leases |
|
Third Party Operating
Leases |
|
Finance
Leases |
||||||
2019
|
$
|
11
|
|
|
$
|
42
|
|
|
$
|
1
|
|
2020
|
14
|
|
|
53
|
|
|
6
|
|
|||
2021
|
14
|
|
|
51
|
|
|
—
|
|
|||
2022
|
14
|
|
|
46
|
|
|
—
|
|
|||
2023
|
14
|
|
|
43
|
|
|
—
|
|
|||
2024 and thereafter
|
619
|
|
|
69
|
|
|
7
|
|
|||
Gross lease payments
|
686
|
|
|
304
|
|
|
14
|
|
|||
Less: Imputed interest
|
454
|
|
|
42
|
|
|
6
|
|
|||
Total lease liabilities
|
$
|
232
|
|
|
$
|
262
|
|
|
$
|
8
|
|
(In millions)
|
Operating
Lease Obligations |
|
Capital
Lease
Obligations
|
||||
2019
|
$
|
73
|
|
|
$
|
2
|
|
2020
|
70
|
|
|
5
|
|
||
2021
|
67
|
|
|
—
|
|
||
2022
|
64
|
|
|
—
|
|
||
2023
|
58
|
|
|
—
|
|
||
2024 and thereafter
|
719
|
|
|
—
|
|
||
Total minimum lease payments
|
$
|
1,051
|
|
|
7
|
|
|
Less: imputed interest costs
|
|
|
1
|
|
|||
Present value of net minimum lease payments
|
|
|
$
|
6
|
|
(In millions)
|
Related Party
|
|
Third Party
|
|
Total
|
||||||
2019
|
$
|
562
|
|
|
$
|
144
|
|
|
$
|
706
|
|
2020
|
752
|
|
|
168
|
|
|
920
|
|
|||
2021
|
632
|
|
|
162
|
|
|
794
|
|
|||
2022
|
633
|
|
|
160
|
|
|
793
|
|
|||
2023
|
621
|
|
|
154
|
|
|
775
|
|
|||
2024 and thereafter
|
2,401
|
|
|
1,205
|
|
|
3,606
|
|
|||
Total minimum future rentals
|
$
|
5,601
|
|
|
$
|
1,993
|
|
|
$
|
7,594
|
|
(In millions)
|
Related Party
|
|
Third Party
|
|
Total
|
||||||
2019
|
$
|
748
|
|
|
$
|
160
|
|
|
$
|
908
|
|
2020
|
750
|
|
|
159
|
|
|
909
|
|
|||
2021
|
627
|
|
|
150
|
|
|
777
|
|
|||
2022
|
627
|
|
|
148
|
|
|
775
|
|
|||
2023
|
616
|
|
|
142
|
|
|
758
|
|
|||
2024 and thereafter
|
2,321
|
|
|
1,111
|
|
|
3,432
|
|
|||
Total minimum future rentals
|
$
|
5,689
|
|
|
$
|
1,870
|
|
|
$
|
7,559
|
|
(In millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Natural gas gathering and NGL transportation pipelines and facilities
|
$
|
1,036
|
|
|
$
|
964
|
|
Processing, fractionation and storage facilities
|
1,548
|
|
|
1,398
|
|
||
Pipelines and related assets
|
274
|
|
|
266
|
|
||
Barges and towing vessels
|
636
|
|
|
619
|
|
||
Terminals and related assets
|
1,184
|
|
|
1,178
|
|
||
Refinery related assets
|
943
|
|
|
938
|
|
||
Land, building, office equipment and other
|
204
|
|
|
162
|
|
||
Total
|
5,825
|
|
|
5,525
|
|
||
Less accumulated depreciation
|
2,155
|
|
|
2,038
|
|
||
Property, plant and equipment, net
|
$
|
3,670
|
|
|
$
|
3,487
|
|
•
|
the proposed transaction between MPLX and ANDX;
|
•
|
future levels of revenues and other income, income from operations, net income attributable to MPLX LP, earnings per unit, Adjusted EBITDA or DCF (see the Non-GAAP Financial Information section below for the definitions of Adjusted EBITDA and DCF);
|
•
|
the regional, national and worldwide availability and pricing of refined products, crude oil, natural gas, NGLs and other feedstocks;
|
•
|
the timing and extent of changes in commodity prices and demand for crude oil, refined products, feedstocks or other hydrocarbon-based products;
|
•
|
our ability to manage disruptions in credit markets or changes to our credit rating;
|
•
|
anticipated levels of drilling activity, production rates and volumes of throughput of crude oil, natural gas, NGLs, refined products or other hydrocarbon-based products;
|
•
|
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;
|
•
|
the reliability of processing units and other equipment;
|
•
|
expectations regarding joint venture arrangements and other acquisitions, including the dropdowns completed by MPC, or divestitures of assets;
|
•
|
business strategies, growth opportunities and expected investment;
|
•
|
the adequacy of our capital resources and liquidity, including but not limited to, availability of sufficient cash flow to pay distributions and access debt on commercially reasonable terms;
|
•
|
the effect of restructuring or reorganization of business components;
|
•
|
the potential effects of judicial or other proceedings on our business, financial condition, results of operations and cash flows;
|
•
|
the potential effects of changes in tariff rates on our business, financial condition, results of operations and cash flows;
|
•
|
continued or further volatility in and/or degradation of general economic, market, industry or business conditions;
|
•
|
compliance with federal and state environmental, economic, health and safety, energy and other policies and regulations and/or enforcement actions initiated thereunder;
|
•
|
our ability to successfully execute our business plans, growth strategy and self-funding model;
|
•
|
capital market conditions, including the cost of capital, and our ability to raise adequate capital to execute our business plan and implement our growth strategy; and
|
•
|
the anticipated effects of actions of third parties such as competitors; or federal, foreign, state or local regulatory authorities; or plaintiffs in litigation.
|
•
|
volatility or degradation in general economic, market, industry or business conditions;
|
•
|
risks and uncertainties associated with intangible assets, including any future goodwill or intangible assets impairment charges;
|
•
|
availability and pricing of domestic and foreign supplies of natural gas, NGLs and crude oil and other feedstocks;
|
•
|
availability and pricing of domestic and foreign supplies of refined products such as gasoline, diesel fuel, jet fuel, home heating oil and petrochemicals;
|
•
|
foreign imports and exports of crude oil, refined products, natural gas and NGLs;
|
•
|
completion of midstream infrastructure by competitors;
|
•
|
midstream and refining industry overcapacity or under capacity;
|
•
|
changes in the cost or availability of third-party vessels, pipelines, railcars and other means of transportation for crude oil, natural gas, NGLs, feedstocks and refined products;
|
•
|
the price, availability and acceptance of alternative fuels and alternative-fuel vehicles and laws mandating such fuels or vehicles;
|
•
|
fluctuations in consumer demand for refined products, natural gas and NGLs, including seasonal fluctuations;
|
•
|
changes to the expected construction costs and timing of projects and planned investments, and our ability to obtain regulatory and other approvals with respect thereto;
|
•
|
political and economic conditions in nations that consume refined products, natural gas and NGLs, including the United States, and in crude oil producing regions, including the Middle East, Africa, Canada and South America;
|
•
|
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;
|
•
|
changes in fuel and utility costs for our facilities;
|
•
|
failure to realize the benefits projected for capital projects, or cost overruns associated with such projects;
|
•
|
the ability to achieve strategic and financial objectives, including with respect to proposed projects and transactions;
|
•
|
accidents or other unscheduled shutdowns affecting our machinery, pipelines, processing, fractionation and treating facilities or equipment, or those of our suppliers or customers;
|
•
|
unusual weather conditions and natural disasters;
|
•
|
disruptions due to equipment interruption or failure, including electrical shortages and power grid failures;
|
•
|
acts of war, terrorism or civil unrest that could impair our ability to gather, process, fractionate or transport crude oil, natural gas, NGLs or refined products;
|
•
|
state and federal environmental, economic, health and safety, energy and other policies and regulations, including the cost of compliance;
|
•
|
adverse changes in laws including with respect to tax and regulatory matters;
|
•
|
modifications to earnings and distribution growth objectives;
|
•
|
rulings, judgments or settlements and related expenses in litigation or other legal, tax or regulatory matters, including unexpected environmental remediation costs, in excess of any reserves or insurance coverage;
|
•
|
the suspension, reduction or termination of MPC’s obligations under MPLX’s commercial agreements;
|
•
|
political pressure and influence of environmental groups upon policies and decisions related to the production, gathering, refining, processing, fractionation, transportation and marketing of crude oil or other feedstocks, refined products, natural gas, NGLs or other hydrocarbon-based products;
|
•
|
labor and material shortages;
|
•
|
changes to our capital budget;
|
•
|
the ability and willingness of parties with whom we have material relationships to perform their obligations to us;
|
•
|
negative capital market conditions, including an increase of the current yield on MPLX LP common units, adversely affecting MPLX LP’s ability to meet its distribution growth guidance;
|
•
|
changes in the credit ratings assigned to our debt securities and trade credit, changes in the availability of unsecured credit, changes affecting the credit markets generally and our ability to manage such changes; and
|
•
|
L&S Segment Adjusted EBITDA increased approximately
$122 million
, or
28
percent, for the three months ended
March 31, 2019
compared to the same period of
2018
. This increase is primarily attributable to the inclusion of Refining Logistics and Fuels Distribution for the full first quarter of 2019 but only the last two months of the first quarter in 2018. This had an impact of approximately $68 million. Also contributing to the increase was higher transportation volumes, slightly offset by lower rates resulting in a
$37 million
increase in L&S Segment Adjusted EBITDA. The remainder of the increase is related to various factors including increased volume deficiency revenue, additional storage capacity and additional marine vessels as well as the acquisition of the Mt. Airy terminal in the third quarter of 2018.
|
•
|
G&P Segment Adjusted EBITDA increased approximately
$48 million
, or
15
percent, for the three months ended
March 31, 2019
compared to the same period of
2018
. The increase can be attributed to additional fees from increased volumes which were partially offset by price impacts. The G&P segment realized volume increases during the
first
quarter of 2019 primarily due to continued growth in the Marcellus and Southwest as volumes continue to increase at recently completed plants/expansions when comparing first quarter 2019 to the same period in 2018. Compared to the
first
quarter of
2018
, processing volumes were up approximately
18 percent
, fractionated volumes were up approximately
17 percent
and gathering volumes were up approximately
19 percent
.
|
•
|
Processing capacity at our Omega I plant was expanded by 45 MMcf/d during the quarter to 120 MMcf/d.
|
•
|
During the
three
months ended
March 31, 2019
, we did not issue any common units under our ATM Program. As of
March 31, 2019
,
$1.7 billion
of common units remain available for issuance through the ATM Program.
|
|
Three Months Ended March 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
Variance
|
||||||
Total revenues and other income
|
$
|
1,646
|
|
|
$
|
1,420
|
|
|
$
|
226
|
|
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenues (excludes items below)
|
210
|
|
|
206
|
|
|
4
|
|
|||
Purchased product costs
|
194
|
|
|
187
|
|
|
7
|
|
|||
Rental cost of sales
|
37
|
|
|
29
|
|
|
8
|
|
|||
Rental cost of sales - related parties
|
3
|
|
|
1
|
|
|
2
|
|
|||
Purchases - related parties
|
212
|
|
|
177
|
|
|
35
|
|
|||
Depreciation and amortization
|
211
|
|
|
176
|
|
|
35
|
|
|||
General and administrative expenses
|
82
|
|
|
69
|
|
|
13
|
|
|||
Other taxes
|
19
|
|
|
18
|
|
|
1
|
|
|||
Total costs and expenses
|
968
|
|
|
863
|
|
|
105
|
|
|||
Income from operations
|
678
|
|
|
557
|
|
|
121
|
|
|||
Related party interest and other financial costs
|
1
|
|
|
1
|
|
|
—
|
|
|||
Interest expense, net of amounts capitalized
|
156
|
|
|
112
|
|
|
44
|
|
|||
Other financial costs
|
14
|
|
|
17
|
|
|
(3
|
)
|
|||
Income before income taxes
|
507
|
|
|
427
|
|
|
80
|
|
|||
(Benefit)/provision for income taxes
|
(2
|
)
|
|
4
|
|
|
(6
|
)
|
|||
Net income
|
509
|
|
|
423
|
|
|
86
|
|
|||
Less: Net income attributable to noncontrolling interests
|
6
|
|
|
2
|
|
|
4
|
|
|||
Net income attributable to MPLX LP
|
503
|
|
|
421
|
|
|
82
|
|
|||
|
|
|
|
|
|
||||||
Adjusted EBITDA attributable to MPLX LP
(1)
|
930
|
|
|
760
|
|
|
170
|
|
|||
DCF
(1)
|
757
|
|
|
619
|
|
|
138
|
|
|||
DCF attributable to GP and LP unitholders
(1)
|
$
|
737
|
|
|
$
|
603
|
|
|
$
|
134
|
|
(1)
|
Non-GAAP financial measure. See the following tables for reconciliations to the most directly comparable GAAP measures.
|
|
Three Months Ended March 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
Variance
|
||||||
Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income:
|
|
|
|
|
|
||||||
Net income
|
$
|
509
|
|
|
$
|
423
|
|
|
$
|
86
|
|
Provision for income taxes
|
(2
|
)
|
|
4
|
|
|
(6
|
)
|
|||
Amortization of deferred financing costs
|
13
|
|
|
16
|
|
|
(3
|
)
|
|||
Net interest and other financial costs
|
158
|
|
|
114
|
|
|
44
|
|
|||
Income from operations
|
678
|
|
|
557
|
|
|
121
|
|
|||
Depreciation and amortization
|
211
|
|
|
176
|
|
|
35
|
|
|||
Non-cash equity-based compensation
|
6
|
|
|
4
|
|
|
2
|
|
|||
Income from equity method investments
|
(70
|
)
|
|
(61
|
)
|
|
(9
|
)
|
|||
Distributions/adjustments related to equity method investments
|
108
|
|
|
90
|
|
|
18
|
|
|||
Unrealized derivative losses/(gains)
(1)
|
4
|
|
|
(7
|
)
|
|
11
|
|
|||
Acquisition costs
|
—
|
|
|
3
|
|
|
(3
|
)
|
|||
Adjusted EBITDA
|
937
|
|
|
762
|
|
|
175
|
|
|||
Adjusted EBITDA attributable to noncontrolling interests
|
(7
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|||
Adjusted EBITDA attributable to MPLX LP
(2)
|
930
|
|
|
760
|
|
|
170
|
|
|||
Deferred revenue impacts
|
8
|
|
|
9
|
|
|
(1
|
)
|
|||
Net interest and other financial costs
|
(158
|
)
|
|
(114
|
)
|
|
(44
|
)
|
|||
Maintenance capital expenditures
|
(19
|
)
|
|
(25
|
)
|
|
6
|
|
|||
Equity method investment capital expenditures paid out
|
(4
|
)
|
|
(11
|
)
|
|
7
|
|
|||
DCF
|
757
|
|
|
619
|
|
|
138
|
|
|||
Preferred unit distributions
|
(20
|
)
|
|
(16
|
)
|
|
(4
|
)
|
|||
DCF attributable to GP and LP unitholders
|
$
|
737
|
|
|
$
|
603
|
|
|
$
|
134
|
|
(1)
|
MPLX makes a distinction between realized and unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, changes in the fair value of the derivative are recorded as an unrealized gain or loss. When a derivative contract matures or is settled, the previously recorded unrealized gain or loss is reversed and the realized gain or loss of the contract is recorded.
|
(2)
|
For the three months ended
March 31, 2019
, the L&S and G&P segments made up
$559 million
and
$371 million
of Adjusted EBITDA attributable to MPLX LP, respectively. For the three months ended
March 31, 2018
, the L&S and G&P segments made up
$437 million
and
$323 million
of Adjusted EBITDA attributable to MPLX LP, respectively.
|
|
Three Months Ended March 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
Variance
|
||||||
Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net cash provided by operating activities:
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
618
|
|
|
$
|
450
|
|
|
$
|
168
|
|
Changes in working capital items
|
141
|
|
|
178
|
|
|
(37
|
)
|
|||
All other, net
|
4
|
|
|
(3
|
)
|
|
7
|
|
|||
Non-cash equity-based compensation
|
6
|
|
|
4
|
|
|
2
|
|
|||
Net (loss)/gain on disposal of assets
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Net interest and other financial costs
|
158
|
|
|
114
|
|
|
44
|
|
|||
Asset retirement expenditures
|
—
|
|
|
1
|
|
|
(1
|
)
|
|||
Unrealized derivative losses/(gains)
(1)
|
4
|
|
|
(7
|
)
|
|
11
|
|
|||
Acquisition costs
|
—
|
|
|
3
|
|
|
(3
|
)
|
|||
Other adjustments to equity method investment distributions
|
7
|
|
|
22
|
|
|
(15
|
)
|
|||
Adjusted EBITDA
|
937
|
|
|
762
|
|
|
175
|
|
|||
Adjusted EBITDA attributable to noncontrolling interests
|
(7
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|||
Adjusted EBITDA attributable to MPLX LP
(2)
|
930
|
|
|
760
|
|
|
170
|
|
|||
Deferred revenue impacts
|
8
|
|
|
9
|
|
|
(1
|
)
|
|||
Net interest and other financial costs
|
(158
|
)
|
|
(114
|
)
|
|
(44
|
)
|
|||
Maintenance capital expenditures
|
(19
|
)
|
|
(25
|
)
|
|
6
|
|
|||
Equity method investment capital expenditures paid out
|
(4
|
)
|
|
(11
|
)
|
|
7
|
|
|||
DCF
|
757
|
|
|
619
|
|
|
138
|
|
|||
Preferred unit distributions
|
(20
|
)
|
|
(16
|
)
|
|
(4
|
)
|
|||
DCF attributable to GP and LP unitholders
|
$
|
737
|
|
|
$
|
603
|
|
|
$
|
134
|
|
(1)
|
MPLX makes a distinction between realized and unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, changes in the fair value of the derivative are recorded as an unrealized gain or loss. When a derivative contract matures or is settled, the previously recorded unrealized gain or loss is reversed and the realized gain or loss of the contract is recorded.
|
(2)
|
For the three months ended
March 31, 2019
, the L&S and G&P segments made up
$559 million
and
$371 million
of Adjusted EBITDA attributable to MPLX LP, respectively. For the three months ended
March 31, 2018
, the L&S and G&P segments made up
$437 million
and
$323 million
of Adjusted EBITDA attributable to MPLX LP, respectively.
|
|
Three Months Ended March 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
Variance
|
||||||
Service revenue
|
$
|
612
|
|
|
$
|
499
|
|
|
$
|
113
|
|
Rental income
|
199
|
|
|
145
|
|
|
54
|
|
|||
Product related revenue
|
3
|
|
|
2
|
|
|
1
|
|
|||
Income from equity method investments
|
41
|
|
|
44
|
|
|
(3
|
)
|
|||
Other income
|
11
|
|
|
12
|
|
|
(1
|
)
|
|||
Total segment revenues and other income
|
866
|
|
|
702
|
|
|
164
|
|
|||
Cost of revenues
|
95
|
|
|
87
|
|
|
8
|
|
|||
Purchases - related parties
|
170
|
|
|
138
|
|
|
32
|
|
|||
Depreciation and amortization
|
70
|
|
|
48
|
|
|
22
|
|
|||
General and administrative expenses
|
43
|
|
|
35
|
|
|
8
|
|
|||
Other taxes
|
8
|
|
|
9
|
|
|
(1
|
)
|
|||
Segment income from operations
|
480
|
|
|
385
|
|
|
95
|
|
|||
Depreciation and amortization
|
70
|
|
|
48
|
|
|
22
|
|
|||
Income from equity method investments
|
(41
|
)
|
|
(44
|
)
|
|
3
|
|
|||
Distributions/adjustments related to equity method investments
|
46
|
|
|
43
|
|
|
3
|
|
|||
Acquisition costs
|
—
|
|
|
3
|
|
|
(3
|
)
|
|||
Non-cash equity-based compensation
|
4
|
|
|
2
|
|
|
2
|
|
|||
Segment adjusted EBITDA
(1)
|
559
|
|
|
437
|
|
|
122
|
|
|||
|
|
|
|
|
|
||||||
Maintenance capital expenditures
|
$
|
13
|
|
|
$
|
22
|
|
|
$
|
(9
|
)
|
(1)
|
See the Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income table for the reconciliation to the most directly comparable GAAP measure.
|
|
Three Months Ended March 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
Variance
|
||||||
Service revenue
|
$
|
404
|
|
|
$
|
354
|
|
|
$
|
50
|
|
Rental income
|
88
|
|
|
79
|
|
|
9
|
|
|||
Product related revenue
|
244
|
|
|
253
|
|
|
(9
|
)
|
|||
Income from equity method investments
|
29
|
|
|
17
|
|
|
12
|
|
|||
Other income
|
15
|
|
|
15
|
|
|
—
|
|
|||
Total segment revenues and other income
|
780
|
|
|
718
|
|
|
62
|
|
|||
Cost of revenues
|
155
|
|
|
149
|
|
|
6
|
|
|||
Purchased product costs
|
194
|
|
|
187
|
|
|
7
|
|
|||
Purchases - related parties
|
42
|
|
|
39
|
|
|
3
|
|
|||
Depreciation and amortization
|
141
|
|
|
128
|
|
|
13
|
|
|||
General and administrative expenses
|
39
|
|
|
34
|
|
|
5
|
|
|||
Other taxes
|
11
|
|
|
9
|
|
|
2
|
|
|||
Segment income from operations
|
198
|
|
|
172
|
|
|
26
|
|
|||
Depreciation and amortization
|
141
|
|
|
128
|
|
|
13
|
|
|||
Income from equity method investments
|
(29
|
)
|
|
(17
|
)
|
|
(12
|
)
|
|||
Distributions/adjustments related to equity method investments
|
62
|
|
|
47
|
|
|
15
|
|
|||
Unrealized derivative loss/(gain)
(1)
|
4
|
|
|
(7
|
)
|
|
11
|
|
|||
Non-cash equity-based compensation
|
2
|
|
|
2
|
|
|
—
|
|
|||
Adjusted EBITDA attributable to noncontrolling interests
|
(7
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|||
Segment adjusted EBITDA
(2)
|
371
|
|
|
323
|
|
|
48
|
|
|||
|
|
|
|
|
|
||||||
Maintenance capital expenditures
|
$
|
6
|
|
|
$
|
3
|
|
|
$
|
3
|
|
(1)
|
MPLX makes a distinction between realized or unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, changes in the fair value of the derivative are recorded as an unrealized gain or loss. When a derivative contract matures or is settled, the previously recorded unrealized gain or loss is reversed and the realized gain or loss of the contract is recorded.
|
(2)
|
See the Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income table for the reconciliation to the most directly comparable GAAP measure.
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
L&S
|
|
|
|
||||
Pipeline throughput (mbpd)
|
|
|
|
||||
Crude oil pipelines
|
2,168
|
|
|
2,006
|
|
||
Product pipelines
|
1,242
|
|
|
1,056
|
|
||
Total pipelines
|
3,410
|
|
|
3,062
|
|
||
|
|
|
|
||||
Average tariff rates ($ per barrel)
(1)
|
|
|
|
||||
Crude oil pipelines
|
$
|
0.61
|
|
|
$
|
0.56
|
|
Product pipelines
|
0.79
|
|
|
0.76
|
|
||
Total pipelines
|
$
|
0.67
|
|
|
$
|
0.63
|
|
|
|
|
|
||||
Terminal throughput (mbpd)
|
1,431
|
|
|
1,445
|
|
||
|
|
|
|
||||
Marine Assets (number in operation)
(2)
|
|
|
|
||||
Barges
|
256
|
|
|
244
|
|
||
Towboats
|
23
|
|
|
20
|
|
|
Three Months Ended
March 31, 2019 |
|
Three Months Ended
March 31, 2018 |
||||||||
|
MPLX LP
(3)
|
|
MPLX LP Operated
(4)
|
|
MPLX LP
(3)
|
|
MPLX LP Operated
(4)
|
||||
G&P
|
|
|
|
|
|
|
|
||||
Gathering Throughput (MMcf/d)
|
|
|
|
|
|
|
|
||||
Marcellus Operations
|
1,282
|
|
|
1,282
|
|
|
1,123
|
|
|
1,123
|
|
Utica Operations
|
—
|
|
|
2,109
|
|
|
—
|
|
|
1,570
|
|
Southwest Operations
|
1,581
|
|
|
1,581
|
|
|
1,476
|
|
|
1,478
|
|
Total gathering throughput
|
2,863
|
|
|
4,972
|
|
|
2,599
|
|
|
4,171
|
|
|
|
|
|
|
|
|
|
||||
Natural Gas Processed (MMcf/d)
|
|
|
|
|
|
|
|
||||
Marcellus Operations
|
4,152
|
|
|
5,148
|
|
|
3,594
|
|
|
4,114
|
|
Utica Operations
|
—
|
|
|
817
|
|
|
—
|
|
|
936
|
|
Southwest Operations
|
1,599
|
|
|
1,599
|
|
|
1,326
|
|
|
1,326
|
|
Southern Appalachian Operations
|
235
|
|
|
235
|
|
|
253
|
|
|
253
|
|
Total natural gas processed
|
5,986
|
|
|
7,799
|
|
|
5,173
|
|
|
6,629
|
|
|
|
|
|
|
|
|
|
||||
C2 + NGLs Fractionated (mbpd)
|
|
|
|
|
|
|
|
||||
Marcellus Operations
(5)
|
420
|
|
|
420
|
|
|
352
|
|
|
352
|
|
Utica Operations
(5)
|
—
|
|
|
44
|
|
|
—
|
|
|
43
|
|
Southwest Operations
|
17
|
|
|
17
|
|
|
16
|
|
|
16
|
|
Southern Appalachian Operations
(6)
|
13
|
|
|
13
|
|
|
12
|
|
|
12
|
|
Total C2 + NGLs fractionated
(7)
|
450
|
|
|
494
|
|
|
380
|
|
|
423
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Pricing Information
|
|
|
|
||||
Natural Gas NYMEX HH ($ per MMBtu)
|
$
|
2.87
|
|
|
$
|
2.85
|
|
C2 + NGL Pricing ($ per gallon)
(8)
|
$
|
0.62
|
|
|
$
|
0.73
|
|
(1)
|
Average tariff rates calculated using pipeline transportation revenues divided by pipeline throughput barrels.
|
(2)
|
Represents total at end of period.
|
(3)
|
This column represents operating data for entities that have been consolidated into the MPLX financial statements.
|
(4)
|
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.
|
(5)
|
Hopedale is jointly owned by Ohio Fractionation and MarkWest Utica EMG. Ohio Fractionation is a subsidiary of MarkWest Liberty Midstream. MarkWest Liberty Midstream and MarkWest Utica EMG are entities that operate in the Marcellus and Utica regions, respectively. Marcellus Operations includes Ohio Fractionation’s portion utilized of the jointly owned Hopedale Fractionation Complex. Utica Operations includes MarkWest Utica EMG’s portion utilized of the jointly owned Hopedale Fractionation Complex. Additionally, Sherwood Midstream has the right to fractionation revenue and the obligation to pay expenses related to
40
mbpd of capacity in the Hopedale 3 and Hopedale 4 fractionators.
|
(6)
|
Includes NGLs fractionated for the Marcellus Operations and Utica Operations.
|
(7)
|
Purity ethane makes up approximately
189
mbpd and
176
mbpd of total MPLX Operated, fractionated products for the
three months ended
March 31, 2019
and
2018
, respectively. Purity ethane makes up approximately
176
mbpd and
163
mbpd of total MPLX LP consolidated, fractionated products for the
three months ended
March 31, 2019
and
2018
, respectively.
|
(8)
|
C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 35 percent ethane, 35 percent propane, six percent Iso-Butane, 12 percent normal butane and 12 percent natural gasoline.
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
618
|
|
|
$
|
450
|
|
Investing activities
|
(575
|
)
|
|
(490
|
)
|
||
Financing activities
|
(26
|
)
|
|
37
|
|
||
Total
|
$
|
17
|
|
|
$
|
(3
|
)
|
(In millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||
MPLX LP:
|
|
|
|
||||
Bank revolving credit facility due 2022
|
$
|
425
|
|
|
$
|
—
|
|
3.375% senior notes due March 2023
|
500
|
|
|
500
|
|
||
4.500% senior notes due July 2023
|
989
|
|
|
989
|
|
||
4.875% senior notes due December 2024
|
1,149
|
|
|
1,149
|
|
||
4.000% senior notes due February 2025
|
500
|
|
|
500
|
|
||
4.875% senior notes due June 2025
|
1,189
|
|
|
1,189
|
|
||
4.125% senior notes due March 2027
|
1,250
|
|
|
1,250
|
|
||
4.000% senior notes due March 2028
|
1,250
|
|
|
1,250
|
|
||
4.800% senior notes due February 2029
|
750
|
|
|
750
|
|
||
4.500% senior notes due April 2038
|
1,750
|
|
|
1,750
|
|
||
5.200% senior notes due March 2047
|
1,000
|
|
|
1,000
|
|
||
4.700% senior notes due April 2048
|
1,500
|
|
|
1,500
|
|
||
5.500% senior notes due February 2049
|
1,500
|
|
|
1,500
|
|
||
4.900% senior notes due April 2058
|
500
|
|
|
500
|
|
||
Consolidated subsidiaries:
|
|
|
|
||||
MarkWest - 4.500% - 4.875% senior notes, due 2023-2025
|
23
|
|
|
23
|
|
||
Financing lease obligations
|
8
|
|
|
6
|
|
||
Total
|
14,283
|
|
|
13,856
|
|
||
Unamortized debt issuance costs
|
(96
|
)
|
|
(97
|
)
|
||
Unamortized discount
|
(354
|
)
|
|
(366
|
)
|
||
Amounts due within one year
|
(1
|
)
|
|
(1
|
)
|
||
Total long-term debt due after one year
|
$
|
13,832
|
|
|
$
|
13,392
|
|
Rating Agency
|
|
Rating
|
Moody’s
|
|
Baa3 (stable outlook)
|
Standard & Poor’s
|
|
BBB (stable outlook)
|
Fitch
|
|
BBB- (positive outlook)
|
|
March 31, 2019
|
||||||||||
(In millions)
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Available
Capacity
|
||||||
MPLX LP - bank revolving credit facility expiring 2022
(1)
|
$
|
2,250
|
|
|
$
|
(428
|
)
|
|
$
|
1,822
|
|
MPC Loan Agreement
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|||
Total liquidity
|
$
|
3,250
|
|
|
$
|
(428
|
)
|
|
2,822
|
|
|
Cash and cash equivalents
|
|
|
|
|
93
|
|
|||||
Total liquidity
|
|
|
|
|
$
|
2,915
|
|
(1)
|
Outstanding borrowings include
$3 million
in letters of credit outstanding under this facility.
|
(In units)
|
|
|
Balance at December 31, 2018
|
794,089,518
|
|
Unit-based compensation awards
|
148,379
|
|
Balance at March 31, 2019
|
794,237,897
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Distribution declared:
|
|
|
|
||||
Limited partner units - public
|
$
|
191
|
|
|
$
|
179
|
|
Limited partner units - MPC
|
332
|
|
|
288
|
|
||
Total GP & LP distribution declared
|
523
|
|
|
467
|
|
||
Redeemable preferred units
|
20
|
|
|
16
|
|
||
Total distribution declared
|
543
|
|
|
483
|
|
||
|
|
|
|
||||
Cash distributions declared per limited partner common unit
|
$
|
0.6575
|
|
|
$
|
0.6175
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Capital expenditures:
|
|
|
|
||||
Maintenance
|
$
|
19
|
|
|
$
|
25
|
|
Growth
|
364
|
|
|
425
|
|
||
Total capital expenditures
|
383
|
|
|
450
|
|
||
Less: Increase (decrease) in capital accruals
|
(74
|
)
|
|
(6
|
)
|
||
Asset retirement expenditures
|
—
|
|
|
1
|
|
||
Additions to property, plant and equipment
|
457
|
|
|
455
|
|
||
Investments in unconsolidated affiliates
|
128
|
|
|
38
|
|
||
Acquisitions, net of cash acquired
|
(1
|
)
|
|
—
|
|
||
Total capital expenditures and acquisitions
|
584
|
|
|
493
|
|
||
Less: Maintenance capital expenditures
|
19
|
|
|
25
|
|
||
Acquisitions
|
(1
|
)
|
|
—
|
|
||
Total growth capital expenditures
(1)
|
$
|
566
|
|
|
$
|
468
|
|
(1)
|
Amount excludes contributions from noncontrolling interests of $94 million and $1 million for the three months ended March 31, 2019 and 2018, respectively, as reflected in the financing section of our statement of cash flows.
|
(In millions)
|
Fair value as of Fair value as of March 31, 2019
(1)
|
|
Change in Fair Value
(2)
|
|
Change in Income Before Income Taxes for the Three Months Ended March 31, 2019
(3)
|
||||||
Long-term debt
|
|
|
|
|
|
||||||
Fixed-rate
|
$
|
14,005
|
|
|
$
|
1,475
|
|
|
N/A
|
|
|
Variable-rate
|
$
|
425
|
|
|
N/A
|
|
|
$
|
—
|
|
(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, 2019
.
|
(3)
|
Assumes a 100-basis-point change in interest rates. The change to net income was based on the weighted average balance of all outstanding variable-rate debt for the
three
months ended
March 31, 2019
.
|
•
|
we will be required to pay our costs relating to the MLP Merger, such as legal, accounting and financial advisory expenses, whether or not MLP Merger is completed;
|
•
|
time and resources committed by our management to matters relating to MLP Merger could otherwise have been devoted to pursuing other beneficial opportunities; and
|
•
|
the market price of our common units could decline to the extent that the current market price reflects a market assumption that the MLP Merger will be completed.
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
|
Filing Date
|
|
SEC File No.
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
|
|
8-K
|
|
2.1
|
|
|
5/8/2019
|
|
001-35714
|
|
|
|
|
||
|
|
S-1
|
|
3.1
|
|
|
7/2/2012
|
|
333-182500
|
|
|
|
|
||
|
|
S-1/A
|
|
3.2
|
|
|
10/9/2012
|
|
333-182500
|
|
|
|
|
||
|
|
8-K
|
|
3.1
|
|
|
2/2/2018
|
|
001-35714
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|||
|
|
10-K
|
|
10.78
|
|
|
2/28/2019
|
|
001-35714
|
|
|
|
|
||
|
|
10-K
|
|
10.79
|
|
|
2/28/2019
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
10.1
|
|
|
5/8/2019
|
|
001-35714
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
|
Filing Date
|
|
SEC File No.
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|||
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
*
|
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. MPLX LP hereby undertakes to furnish supplementally a copy of any omitted schedule upon request by the SEC.
|
|
MPLX LP
|
|
|
|
|
|
|
|
By:
|
|
MPLX GP LLC
|
|
|
|
Its general partner
|
|
|
|
|
Date: May 9, 2019
|
By:
|
|
/s/ C. Kristopher Hagedorn
|
|
|
|
C. Kristopher Hagedorn
|
|
|
|
Vice President and Controller of MPLX GP LLC (the general partner of MPLX LP)
|
2.
|
Vesting and Forfeiture of Phantom Units.
|
(i)
|
one-third of the Phantom Units shall vest on the first anniversary of the Grant Date;
|
(ii)
|
an additional one-third of the Phantom Units shall vest on the second anniversary of the Grant Date; and
|
(iii)
|
all remaining Phantom Units shall vest on the third anniversary of the Grant Date;
|
(i)
|
termination of the Participant’s Employment due to death;
|
(ii)
|
termination of the Participant’s Employment due to Mandatory Retirement; or
|
(iii)
|
the Participant’s Qualified Termination provided that as of such Qualified Termination the Participant has been in continuous Employment since the Grant Date.
|
7.
|
Forfeiture or Repayment Resulting from Forfeiture Event.
|
14.
|
Definitions.
For purposes of this Award Agreement:
|
MPLX GP LLC
|
|
|
|
By
|
|
|
Authorized Officer
|
(i)
|
January 1, 2019 through December 31, 2019;
|
(ii)
|
January 1, 2020 through December 31, 2020;
|
(iii)
|
January 1, 2021 through December 31, 2021; and
|
(iv)
|
January 1, 2019 through December 31, 2021.
|
TUR Performance Percentile
|
TUR Period Percentage
|
Ranked below 30
th
percentile
|
0%
|
Ranked at 30
th
percentile
|
50%
|
Ranked at 50
th
percentile
|
100%
|
Ranked at the 100
th
percentile
|
200%
|
(II)
|
Notwithstanding anything herein to the contrary, if the Partnership’s Total Unitholder Return calculated for the applicable performance period is negative, then the TUR Period Percentage for that performance period will not exceed 100% regardless of the TUR Performance Percentile for the performance period.
|
(III)
|
Notwithstanding anything herein to the contrary, the Board has sole and absolute authority and discretion to reduce the TUR Payout Percentage as it may deem appropriate.
|
(b)
|
The “TUR Payout Value” for each Performance Unit is the product of the TUR Payout Percentage and
|
(c)
|
A DCF Payout Percentage will be determined for each of the following three performance periods:
|
(i)
|
January 1, 2019 through December 31, 2019;
|
(ii)
|
January 1, 2020 through December 31, 2020; and
|
(iii)
|
January 1, 2021 through December 31, 2021.
|
(d)
|
The “DCF Payout Value” for each Performance Unit will be the sum of:
|
(i)
|
the product of the DCF Payout Percentage for first performance period and $0.167;
|
(ii)
|
the product of the DCF Payout Percentage for second performance period and $0.167; and
|
(iii)
|
the product of the DCF Payout Percentage for the third performance period and $0.166.
|
11.
|
Repayment or Forfeiture Resulting from Forfeiture Event.
|
18.
|
Definitions.
For purposes of this Award Agreement:
|
MPLX GP LLC
|
|
|
|
By
|
|
|
Authorized Officer
|
2.
|
Vesting and Forfeiture of Phantom Units.
|
(i)
|
one-third of the Phantom Units shall vest on the first anniversary of the Grant Date;
|
(ii)
|
an additional one-third of the Phantom Units shall vest on the second anniversary of the Grant Date; and
|
(iii)
|
all remaining Phantom Units shall vest on the third anniversary of the Grant Date;
|
(i)
|
termination of the Participant’s Employment due to death;
|
(ii)
|
termination of the Participant’s Employment due to Mandatory Retirement; or
|
(iii)
|
the Participant’s Qualified Termination provided that as of such Qualified Termination the Participant has been in continuous Employment since the Grant Date.
|
7.
|
Forfeiture or Repayment Resulting from Forfeiture Event.
|
14.
|
Definitions.
For purposes of this Award Agreement:
|
MPLX GP LLC
|
|
|
|
By
|
|
|
Authorized Officer
|
(i)
|
January 1, 2019 through December 31, 2019;
|
(ii)
|
January 1, 2020 through December 31, 2020;
|
(iii)
|
January 1, 2021 through December 31, 2021; and
|
(iv)
|
January 1, 2019 through December 31, 2021.
|
TUR Performance Percentile
|
TUR Period Percentage
|
Ranked below 30
th
percentile
|
0%
|
Ranked at 30
th
percentile
|
50%
|
Ranked at 50
th
percentile
|
100%
|
Ranked at the 100
th
percentile
|
200%
|
(II)
|
Notwithstanding anything herein to the contrary, if the Partnership’s Total Unitholder Return calculated for the applicable performance period is negative, then the TUR Period Percentage for that performance period will not exceed 100% regardless of the TUR Performance Percentile for the performance period.
|
(III)
|
Notwithstanding anything herein to the contrary, the Board has sole and absolute authority and discretion to reduce the TUR Payout Percentage as it may deem appropriate.
|
(b)
|
The “TUR Payout Value” for each Performance Unit is the product of the TUR Payout Percentage and
|
(c)
|
A DCF Payout Percentage will be determined for each of the following three performance periods:
|
(i)
|
January 1, 2019 through December 31, 2019;
|
(ii)
|
January 1, 2020 through December 31, 2020; and
|
(iii)
|
January 1, 2021 through December 31, 2021.
|
(d)
|
The “DCF Payout Value” for each Performance Unit will be the sum of:
|
(i)
|
the product of the DCF Payout Percentage for first performance period and $0.167;
|
(ii)
|
the product of the DCF Payout Percentage for second performance period and $0.167; and
|
(iii)
|
the product of the DCF Payout Percentage for the third performance period and $0.166.
|
8.
|
Termination of Employment due to Mandatory Retirement.
In the event the Participant’s Employment
|
(b)
|
The Participant agrees that during the term of the Participant’s Employment and for a period of one year
|
11.
|
Repayment or Forfeiture Resulting from Forfeiture Event.
|
18.
|
Definitions.
For purposes of this Award Agreement:
|
MPLX GP LLC
|
|
|
|
By
|
|
|
Authorized Officer
|
1.
|
I have reviewed this report on Form 10-Q of MPLX LP;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: May 9, 2019
|
|
/s/ Gary R. Heminger
|
|
|
Gary R. Heminger
|
|
|
Chairman of the Board of Directors and Chief Executive Officer of MPLX GP LLC (the general partner of MPLX LP)
|
1.
|
I have reviewed this report on Form 10-Q of MPLX LP;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: May 9, 2019
|
|
/s/ Pamela K.M. Beall
|
|
|
Pamela K.M. Beall
|
|
|
Director, Executive Vice President and Chief Financial Officer of MPLX GP LLC (the general partner of MPLX LP)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Date: May 9, 2019
|
|
|
|
|
|
/s/ Gary R. Heminger
|
|
|
Gary R. Heminger
|
|
|
Chairman of the Board of Directors and Chief Executive Officer of MPLX GP LLC (the general partner of MPLX LP)
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Date: May 9, 2019
|
|
|
|
|
|
/s/ Pamela K.M. Beall
|
|
|
Pamela K.M. Beall
|
|
|
Director, Executive Vice President and Chief Financial Officer of MPLX GP LLC
(the general partner of MPLX LP)
|
|
|