|
(Mark One)
|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Delaware
|
|
|
27-0005456
|
||
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
200 E. Hardin Street,
|
Findlay,
|
Ohio
|
|
45840
|
|
(Address of principal executive offices)
|
|
(Zip code)
|
|
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
|
Large accelerated filer
|
x
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
Emerging growth company
|
☐
|
|
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
|
LIBOR
|
London Interbank Offered Rate
|
mbpd
|
Thousand barrels per day
|
Merger
|
MPLX acquisition by merger of Andeavor Logistics LP (“ANDX”) on July 30, 2019
|
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
|
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
- The related assets, liabilities and results of operations of Andeavor Logistics LP (“ANDX”) prior to the date of the acquisition, July 30, 2019, effective October 1, 2018
|
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
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions, except per unit data)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
||||||||
Service revenue
|
$
|
632
|
|
|
$
|
456
|
|
|
$
|
1,865
|
|
|
$
|
1,248
|
|
Service revenue - related parties
|
899
|
|
|
568
|
|
|
2,549
|
|
|
1,588
|
|
||||
Service revenue - product related
|
26
|
|
|
59
|
|
|
86
|
|
|
154
|
|
||||
Rental income
|
99
|
|
|
89
|
|
|
291
|
|
|
252
|
|
||||
Rental income - related parties
|
293
|
|
|
190
|
|
|
904
|
|
|
525
|
|
||||
Product sales
|
171
|
|
|
239
|
|
|
576
|
|
|
652
|
|
||||
Product sales - related parties
|
32
|
|
|
18
|
|
|
109
|
|
|
35
|
|
||||
Income from equity method investments
|
95
|
|
|
64
|
|
|
255
|
|
|
175
|
|
||||
Other income
|
2
|
|
|
3
|
|
|
6
|
|
|
8
|
|
||||
Other income - related parties
|
31
|
|
|
26
|
|
|
84
|
|
|
73
|
|
||||
Total revenues and other income
|
2,280
|
|
|
1,712
|
|
|
6,725
|
|
|
4,710
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenues (excludes items below)
|
407
|
|
|
241
|
|
|
1,099
|
|
|
680
|
|
||||
Purchased product costs
|
129
|
|
|
241
|
|
|
489
|
|
|
632
|
|
||||
Rental cost of sales
|
37
|
|
|
32
|
|
|
103
|
|
|
94
|
|
||||
Rental cost of sales - related parties
|
45
|
|
|
1
|
|
|
124
|
|
|
2
|
|
||||
Purchases - related parties
|
303
|
|
|
228
|
|
|
894
|
|
|
628
|
|
||||
Depreciation and amortization
|
302
|
|
|
201
|
|
|
916
|
|
|
565
|
|
||||
General and administrative expenses
|
102
|
|
|
76
|
|
|
293
|
|
|
217
|
|
||||
Other taxes
|
29
|
|
|
20
|
|
|
84
|
|
|
55
|
|
||||
Total costs and expenses
|
1,354
|
|
|
1,040
|
|
|
4,002
|
|
|
2,873
|
|
||||
Income from operations
|
926
|
|
|
672
|
|
|
2,723
|
|
|
1,837
|
|
||||
Related party interest and other financial costs
|
5
|
|
|
2
|
|
|
8
|
|
|
4
|
|
||||
Interest expense (net of amounts capitalized of $13 million, $9 million, $36 million and $27 million, respectively)
|
212
|
|
|
134
|
|
|
640
|
|
|
381
|
|
||||
Other financial costs
|
16
|
|
|
17
|
|
|
38
|
|
|
49
|
|
||||
Income before income taxes
|
693
|
|
|
519
|
|
|
2,037
|
|
|
1,403
|
|
||||
Provision for income taxes
|
4
|
|
|
3
|
|
|
2
|
|
|
8
|
|
||||
Net income
|
689
|
|
|
516
|
|
|
2,035
|
|
|
1,395
|
|
||||
Less: Net income attributable to noncontrolling interests
|
8
|
|
|
6
|
|
|
20
|
|
|
11
|
|
||||
Less: Net income attributable to Predecessor
|
52
|
|
|
—
|
|
|
401
|
|
|
—
|
|
||||
Net income attributable to MPLX LP
|
629
|
|
|
510
|
|
|
1,614
|
|
|
1,384
|
|
||||
Less: Series A preferred unit distributions
|
20
|
|
|
19
|
|
|
61
|
|
|
55
|
|
||||
Less: Series B preferred unit distributions
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Limited partners’ interest in net income attributable to MPLX LP
|
$
|
602
|
|
|
$
|
491
|
|
|
$
|
1,546
|
|
|
$
|
1,329
|
|
Per Unit Data (See Note 6)
|
|
|
|
|
|
|
|
||||||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Common - basic
|
$
|
0.61
|
|
|
$
|
0.62
|
|
|
$
|
1.78
|
|
|
$
|
1.77
|
|
Common - diluted
|
$
|
0.61
|
|
|
$
|
0.62
|
|
|
$
|
1.78
|
|
|
$
|
1.77
|
|
Weighted average limited partner units outstanding:
|
|
|
|
|
|
|
|
||||||||
Common - basic
|
974
|
|
|
794
|
|
|
855
|
|
|
750
|
|
||||
Common - diluted
|
975
|
|
|
794
|
|
|
855
|
|
|
750
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
$
|
689
|
|
|
$
|
516
|
|
|
$
|
2,035
|
|
|
$
|
1,395
|
|
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
|
689
|
|
|
516
|
|
|
2,036
|
|
|
1,393
|
|
||||
Less comprehensive income attributable to:
|
|
|
|
|
|
|
|
||||||||
Noncontrolling interests
|
8
|
|
|
6
|
|
|
20
|
|
|
11
|
|
||||
Income attributable to Predecessor
|
52
|
|
|
—
|
|
|
401
|
|
|
—
|
|
||||
Comprehensive income attributable to MPLX LP
|
$
|
629
|
|
|
$
|
510
|
|
|
$
|
1,615
|
|
|
$
|
1,382
|
|
(In millions)
|
September 30, 2019
|
|
December 31, 2018(1)
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
41
|
|
|
$
|
77
|
|
Receivables, net
|
570
|
|
|
611
|
|
||
Current assets - related parties
|
660
|
|
|
556
|
|
||
Inventories
|
104
|
|
|
98
|
|
||
Other current assets
|
65
|
|
|
98
|
|
||
Total current assets
|
1,440
|
|
|
1,440
|
|
||
Equity method investments
|
5,182
|
|
|
4,901
|
|
||
Property, plant and equipment, net
|
21,892
|
|
|
21,525
|
|
||
Intangibles, net
|
1,309
|
|
|
1,359
|
|
||
Goodwill
|
10,735
|
|
|
10,016
|
|
||
Right of use assets
|
366
|
|
|
—
|
|
||
Noncurrent assets - related parties
|
302
|
|
|
24
|
|
||
Other noncurrent assets
|
55
|
|
|
60
|
|
||
Total assets
|
41,281
|
|
|
39,325
|
|
||
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
196
|
|
|
266
|
|
||
Accrued liabilities
|
185
|
|
|
272
|
|
||
Current liabilities - related parties
|
562
|
|
|
502
|
|
||
Accrued property, plant and equipment
|
346
|
|
|
399
|
|
||
Accrued interest payable
|
226
|
|
|
184
|
|
||
Operating lease liabilities
|
61
|
|
|
—
|
|
||
Other current liabilities
|
656
|
|
|
645
|
|
||
Total current liabilities
|
2,232
|
|
|
2,268
|
|
||
Long-term deferred revenue
|
189
|
|
|
132
|
|
||
Long-term liabilities - related parties
|
293
|
|
|
46
|
|
||
Long-term debt
|
19,190
|
|
|
17,922
|
|
||
Deferred income taxes
|
15
|
|
|
14
|
|
||
Long-term operating lease liabilities
|
309
|
|
|
—
|
|
||
Deferred credits and other liabilities
|
193
|
|
|
208
|
|
||
Total liabilities
|
22,421
|
|
|
20,590
|
|
||
Commitments and contingencies (see Note 20)
|
|
|
|
||||
Series A preferred units
|
968
|
|
|
1,004
|
|
||
Equity
|
|
|
|
||||
Common unitholders - public (392 million and 289 million units issued and outstanding)
|
11,289
|
|
|
8,336
|
|
||
Common unitholder - MPC (666 million and 505 million units issued and outstanding)
|
5,767
|
|
|
(1,612
|
)
|
||
Series B preferred units
|
601
|
|
|
—
|
|
||
Equity of Predecessor
|
—
|
|
|
10,867
|
|
||
Accumulated other comprehensive loss
|
(15
|
)
|
|
(16
|
)
|
||
Total MPLX LP partners’ capital
|
17,642
|
|
|
17,575
|
|
||
Noncontrolling interests
|
250
|
|
|
156
|
|
||
Total equity
|
17,892
|
|
|
17,731
|
|
||
Total liabilities, preferred units and equity
|
$
|
41,281
|
|
|
$
|
39,325
|
|
|
Nine Months Ended
September 30, |
||||||
(In millions)
|
2019
|
|
2018
|
||||
Increase/(decrease) in cash, cash equivalents and restricted cash
|
|
|
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
2,035
|
|
|
$
|
1,395
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Amortization of deferred financing costs
|
29
|
|
|
45
|
|
||
Depreciation and amortization
|
916
|
|
|
565
|
|
||
Deferred income taxes
|
1
|
|
|
7
|
|
||
Asset retirement expenditures
|
(1
|
)
|
|
(7
|
)
|
||
(Gain)/loss on disposal of assets
|
(3
|
)
|
|
1
|
|
||
Income from equity method investments
|
(255
|
)
|
|
(175
|
)
|
||
Distributions from unconsolidated affiliates
|
379
|
|
|
279
|
|
||
Changes in:
|
|
|
|
||||
Current receivables
|
38
|
|
|
(157
|
)
|
||
Inventories
|
(3
|
)
|
|
(10
|
)
|
||
Fair value of derivatives
|
(4
|
)
|
|
16
|
|
||
Current accounts payable and accrued liabilities
|
(81
|
)
|
|
151
|
|
||
Current assets/current liabilities - related parties
|
(148
|
)
|
|
(108
|
)
|
||
Right of use assets/operating lease liabilities
|
6
|
|
|
—
|
|
||
Deferred revenue
|
58
|
|
|
30
|
|
||
All other, net
|
23
|
|
|
(5
|
)
|
||
Net cash provided by operating activities
|
2,990
|
|
|
2,027
|
|
||
Investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(1,720
|
)
|
|
(1,383
|
)
|
||
Acquisitions, net of cash acquired
|
6
|
|
|
(451
|
)
|
||
Disposal of assets
|
14
|
|
|
5
|
|
||
Investments in unconsolidated affiliates
|
(494
|
)
|
|
(215
|
)
|
||
Distributions from unconsolidated affiliates - return of capital
|
2
|
|
|
16
|
|
||
All other, net
|
3
|
|
|
1
|
|
||
Net cash used in investing activities
|
(2,189
|
)
|
|
(2,027
|
)
|
||
Financing activities:
|
|
|
|
||||
Long-term debt - borrowings
|
8,674
|
|
|
10,735
|
|
||
- repayments
|
(7,423
|
)
|
|
(4,781
|
)
|
||
Related party debt - borrowings
|
7,708
|
|
|
2,395
|
|
||
- repayments
|
(7,583
|
)
|
|
(2,781
|
)
|
||
Debt issuance costs
|
(20
|
)
|
|
(53
|
)
|
||
Distributions to MPC for acquisitions
|
—
|
|
|
(4,111
|
)
|
||
Distributions to noncontrolling interests
|
(20
|
)
|
|
(10
|
)
|
||
Distributions to Series A preferred unitholders
|
(61
|
)
|
|
(52
|
)
|
||
Distributions to Series B preferred unitholders
|
(21
|
)
|
|
—
|
|
||
Distributions to unitholders and general partner
|
(1,731
|
)
|
|
(1,312
|
)
|
||
Distributions to common and Series B preferred unitholders from Predecessor
|
(502
|
)
|
|
|
|
||
Contributions from MPC
|
52
|
|
|
—
|
|
||
Contributions from noncontrolling interests
|
94
|
|
|
8
|
|
||
All other, net
|
(12
|
)
|
|
(8
|
)
|
||
Net cash used in financing activities
|
(845
|
)
|
|
30
|
|
||
Net (decrease)/increase in cash, cash equivalents and restricted cash
|
(44
|
)
|
|
30
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
85
|
|
|
9
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
41
|
|
|
$
|
39
|
|
|
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
|
|
|||||||
Net income (excludes amounts attributable to preferred units)
|
157
|
|
|
276
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
436
|
|
|||||||
Distributions to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unitholders and general partner
|
(179
|
)
|
|
(288
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(467
|
)
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||||
Contributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||||
Other
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||||
Balance at June 30, 2018
|
8,366
|
|
|
(1,548
|
)
|
|
—
|
|
|
(16
|
)
|
|
150
|
|
|
—
|
|
|
6,952
|
|
|||||||
Net income (excludes amounts attributable to preferred units)
|
179
|
|
|
312
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
497
|
|
|||||||
Distributions to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unitholders and general partner
|
(182
|
)
|
|
(316
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(498
|
)
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||||
Contributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||||
Other
|
4
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||||
Balance at September 30, 2018
|
$
|
8,367
|
|
|
$
|
(1,553
|
)
|
|
$
|
—
|
|
|
$
|
(16
|
)
|
|
$
|
155
|
|
|
$
|
—
|
|
|
$
|
6,953
|
|
|
Partnership
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(In millions)
|
Common
Unit-holders Public |
|
Common
Unit-holder MPC |
|
Series B Preferred Unit-holders
|
|
Accumulated Other Comprehensive Loss
|
|
Non-controlling
Interests |
|
Equity of Predecessor
|
|
Total(1)
|
||||||||||||||
Balance at December 31, 2018
|
$
|
8,336
|
|
|
$
|
(1,612
|
)
|
|
$
|
—
|
|
|
$
|
(16
|
)
|
|
$
|
156
|
|
|
10,867
|
|
|
$
|
17,731
|
|
|
Net income (excludes amounts attributable to preferred units)
|
176
|
|
|
307
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
180
|
|
|
669
|
|
|||||||
Distributions to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unitholders
|
(188
|
)
|
|
(327
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(261
|
)
|
|
(776
|
)
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||||
Contributions from:
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||||||
MPC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
94
|
|
|||||||
Other
|
2
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||||
Balance at March 31, 2019
|
8,326
|
|
|
(1,632
|
)
|
|
—
|
|
|
(15
|
)
|
|
250
|
|
|
$
|
10,801
|
|
|
17,730
|
|
||||||
Net income (excludes amounts attributable to preferred units)
|
168
|
|
|
293
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
169
|
|
|
636
|
|
|||||||
Distributions to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unitholders
|
(191
|
)
|
|
(332
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(241
|
)
|
|
(764
|
)
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||||
Contributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
MPC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
|||||||
Other
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||
Balance at June 30, 2019
|
8,305
|
|
|
(1,671
|
)
|
|
—
|
|
|
(15
|
)
|
|
250
|
|
|
$
|
10,742
|
|
|
17,611
|
|
||||||
Net income (excludes amounts attributable to Series A preferred units)
|
222
|
|
|
380
|
|
|
7
|
|
|
—
|
|
|
8
|
|
|
52
|
|
|
669
|
|
|||||||
Allocation of MPC's net investment at acquisition
|
2,983
|
|
|
7,199
|
|
|
615
|
|
|
—
|
|
|
—
|
|
|
(10,797
|
)
|
|
—
|
|
|||||||
Distributions to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unitholders
|
(262
|
)
|
|
(432
|
)
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(715
|
)
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||||
Contributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
MPC
|
—
|
|
|
292
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
295
|
|
|||||||
Conversion of Series A preferred units
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|||||||
Other
|
5
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||||
Balance at September 30, 2019
|
$
|
11,289
|
|
|
$
|
5,767
|
|
|
$
|
601
|
|
|
$
|
(15
|
)
|
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
17,892
|
|
ASU
|
|
Effective Date
|
2017-12
|
Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities
|
January 1, 2019
|
(In millions)
|
As Originally Reported
|
|
Adjustments(1)
|
|
As Adjusted
|
||||||
Cash and cash equivalents
|
$
|
83
|
|
|
$
|
(53
|
)
|
|
$
|
30
|
|
Receivables, net
|
241
|
|
|
256
|
|
|
497
|
|
|||
Inventories
|
21
|
|
|
—
|
|
|
21
|
|
|||
Other current assets(2)
|
59
|
|
|
(7
|
)
|
|
52
|
|
|||
Equity method investments
|
731
|
|
|
(89
|
)
|
|
642
|
|
|||
Property, plant and equipment, net
|
6,709
|
|
|
(427
|
)
|
|
6,282
|
|
|||
Intangibles, net
|
960
|
|
|
74
|
|
|
1,034
|
|
|||
Other noncurrent assets(3)
|
31
|
|
|
(8
|
)
|
|
23
|
|
|||
Total assets acquired
|
8,835
|
|
|
(254
|
)
|
|
8,581
|
|
|||
Accounts payable
|
198
|
|
|
265
|
|
|
463
|
|
|||
Other current liabilities(4)
|
188
|
|
|
(41
|
)
|
|
147
|
|
|||
Long-term debt
|
4,916
|
|
|
—
|
|
|
4,916
|
|
|||
Deferred credits and other long-term liabilities(5)
|
75
|
|
|
1
|
|
|
76
|
|
|||
Total liabilities assumed
|
5,377
|
|
|
225
|
|
|
5,602
|
|
|||
Net assets acquired excluding goodwill
|
3,458
|
|
|
(479
|
)
|
|
2,979
|
|
|||
Goodwill
|
7,428
|
|
|
727
|
|
|
8,155
|
|
|||
Net assets acquired
|
$
|
10,886
|
|
|
$
|
248
|
|
|
$
|
11,134
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Total revenues and other income
|
$
|
2,280
|
|
|
$
|
2,312
|
|
|
$
|
6,725
|
|
|
$
|
6,371
|
|
Net income attributable to MPLX LP
|
$
|
681
|
|
|
$
|
679
|
|
|
$
|
2,015
|
|
|
$
|
1,840
|
|
|
December 31, 2018
|
||||||||||
(In millions)
|
MPLX LP (Previously Reported)
|
|
Predecessor
|
|
MPLX LP (Currently Reported)
|
||||||
Assets
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
68
|
|
|
$
|
9
|
|
|
$
|
77
|
|
Receivables, net
|
417
|
|
|
194
|
|
|
611
|
|
|||
Current assets - related parties
|
290
|
|
|
266
|
|
|
556
|
|
|||
Inventories
|
77
|
|
|
21
|
|
|
98
|
|
|||
Other current assets
|
45
|
|
|
53
|
|
|
98
|
|
|||
Total current assets
|
897
|
|
|
543
|
|
|
1,440
|
|
|||
Equity method investments
|
4,174
|
|
|
727
|
|
|
4,901
|
|
|||
Property, plant and equipment, net
|
14,639
|
|
|
6,886
|
|
|
21,525
|
|
|||
Intangibles, net
|
424
|
|
|
935
|
|
|
1,359
|
|
|||
Goodwill
|
2,586
|
|
|
7,430
|
|
|
10,016
|
|
|||
Noncurrent assets - related parties
|
24
|
|
|
—
|
|
|
24
|
|
|||
Other noncurrent assets
|
35
|
|
|
25
|
|
|
60
|
|
|||
Total assets
|
22,779
|
|
|
16,546
|
|
|
39,325
|
|
|||
Liabilities
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
162
|
|
|
104
|
|
|
266
|
|
|||
Accrued liabilities
|
250
|
|
|
22
|
|
|
272
|
|
|||
Current liabilities - related parties
|
254
|
|
|
248
|
|
|
502
|
|
|||
Accrued property, plant and equipment
|
294
|
|
|
105
|
|
|
399
|
|
|||
Accrued interest payable
|
143
|
|
|
41
|
|
|
184
|
|
|||
Other current liabilities
|
83
|
|
|
562
|
|
|
645
|
|
|||
Total current liabilities
|
1,186
|
|
|
1,082
|
|
|
2,268
|
|
|||
Long-term deferred revenue
|
80
|
|
|
52
|
|
|
132
|
|
|||
Long-term liabilities - related parties
|
43
|
|
|
3
|
|
|
46
|
|
|||
Long-term debt
|
13,392
|
|
|
4,530
|
|
|
17,922
|
|
|||
Deferred income taxes
|
13
|
|
|
1
|
|
|
14
|
|
|||
Deferred credits and other liabilities
|
197
|
|
|
11
|
|
|
208
|
|
|||
Total liabilities
|
14,911
|
|
|
5,679
|
|
|
20,590
|
|
|||
Commitments and contingencies (see Note 20)
|
|
|
|
|
|
||||||
Series A preferred units
|
1,004
|
|
|
—
|
|
|
1,004
|
|
|||
Equity
|
|
|
|
|
|
||||||
Common unitholders - public
|
8,336
|
|
|
—
|
|
|
8,336
|
|
|||
Common unitholder - MPC
|
(1,612
|
)
|
|
—
|
|
|
(1,612
|
)
|
|||
Equity of Predecessor
|
—
|
|
|
10,867
|
|
|
10,867
|
|
|||
Accumulated other comprehensive loss
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|||
Total MPLX LP partners’ capital
|
6,708
|
|
|
10,867
|
|
|
17,575
|
|
|||
Noncontrolling interests
|
156
|
|
|
—
|
|
|
156
|
|
|||
Total equity
|
6,864
|
|
|
10,867
|
|
|
17,731
|
|
|||
Total liabilities, preferred units and equity
|
$
|
22,779
|
|
|
$
|
16,546
|
|
|
$
|
39,325
|
|
|
Ownership as of
|
|
Carrying value at
|
||||||
|
September 30,
|
|
September 30,
|
|
December 31,
|
||||
(In millions, except ownership percentages)
|
2019
|
|
2019
|
|
2018
|
||||
L&S
|
|
|
|
|
|
||||
MarEn Bakken Company LLC
|
25%
|
|
$
|
483
|
|
|
$
|
498
|
|
Illinois Extension Pipeline Company, L.L.C.
|
35%
|
|
275
|
|
|
275
|
|
||
LOOP LLC
|
41%
|
|
239
|
|
|
226
|
|
||
Andeavor Logistics Rio Pipeline LLC(1)
|
67%
|
|
201
|
|
|
181
|
|
||
Minnesota Pipe Line Company, LLC(1)
|
17%
|
|
192
|
|
|
197
|
|
||
Explorer Pipeline Company
|
25%
|
|
83
|
|
|
90
|
|
||
Other(1)
|
|
|
199
|
|
|
51
|
|
||
Total L&S
|
|
|
1,672
|
|
|
1,518
|
|
||
G&P
|
|
|
|
|
|
||||
MarkWest Utica EMG, L.L.C.
|
56%
|
|
2,017
|
|
|
2,039
|
|
||
Sherwood Midstream LLC
|
50%
|
|
502
|
|
|
366
|
|
||
MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C.
|
67%
|
|
291
|
|
|
236
|
|
||
Rendezvous Gas Services, L.L.C.(1)
|
78%
|
|
174
|
|
|
248
|
|
||
Sherwood Midstream Holdings LLC
|
54%
|
|
159
|
|
|
157
|
|
||
Centrahoma Processing LLC
|
40%
|
|
155
|
|
|
160
|
|
||
Other(1)
|
|
|
212
|
|
|
177
|
|
||
Total G&P
|
|
|
3,510
|
|
|
3,383
|
|
||
Total
|
|
|
$
|
5,182
|
|
|
$
|
4,901
|
|
(1)
|
These investments as well as certain investments included within “Other” for both L&S and G&P are investments acquired as part of the Merger. The September 30, 2019 balance reflects all purchase accounting adjustments identified by MPC as part of its acquisition of Andeavor.
|
|
Nine Months Ended September 30, 2019(1)
|
||||||||||
(In millions)
|
VIEs
|
|
Non-VIEs
|
|
Total
|
||||||
Revenues and other income
|
$
|
479
|
|
|
$
|
1,116
|
|
|
$
|
1,595
|
|
Costs and expenses
|
251
|
|
|
434
|
|
|
685
|
|
|||
Income from operations
|
228
|
|
|
682
|
|
|
910
|
|
|||
Net income
|
192
|
|
|
605
|
|
|
797
|
|
|||
Income from equity method investments(2)
|
$
|
89
|
|
|
$
|
166
|
|
|
$
|
255
|
|
|
Nine Months Ended September 30, 2018(1)
|
||||||||||
(In millions)
|
VIEs
|
|
Non-VIEs
|
|
Total
|
||||||
Revenues and other income
|
$
|
340
|
|
|
$
|
967
|
|
|
$
|
1,307
|
|
Costs and expenses
|
202
|
|
|
495
|
|
|
697
|
|
|||
Income from operations
|
138
|
|
|
472
|
|
|
610
|
|
|||
Net income
|
135
|
|
|
417
|
|
|
552
|
|
|||
Income from equity method investments(2)
|
$
|
44
|
|
|
$
|
131
|
|
|
$
|
175
|
|
(1)
|
The financial information for equity method investments for the nine months ended September 30, 2019 includes the financial information of equity method investments acquired as part of the Merger while the financial information for the nine months ended September 30, 2018 does not. See Note 3 for additional details.
|
(2)
|
Includes the impact of any basis differential amortization or accretion.
|
|
September 30, 2019(1)
|
||||||||||
(In millions)
|
VIEs
|
|
Non-VIEs
|
|
Total
|
||||||
Current assets
|
$
|
378
|
|
|
$
|
388
|
|
|
$
|
766
|
|
Noncurrent assets
|
5,469
|
|
|
5,164
|
|
|
10,633
|
|
|||
Current liabilities
|
328
|
|
|
254
|
|
|
582
|
|
|||
Noncurrent liabilities
|
$
|
265
|
|
|
$
|
843
|
|
|
$
|
1,108
|
|
|
December 31, 2018(1)
|
||||||||||
(In millions)
|
VIEs
|
|
Non-VIEs
|
|
Total
|
||||||
Current assets
|
$
|
252
|
|
|
$
|
415
|
|
|
$
|
667
|
|
Noncurrent assets
|
3,796
|
|
|
5,290
|
|
|
9,086
|
|
|||
Current liabilities
|
158
|
|
|
280
|
|
|
438
|
|
|||
Noncurrent liabilities
|
$
|
191
|
|
|
$
|
845
|
|
|
$
|
1,036
|
|
(1)
|
The financial information for equity method investments at September 30, 2019 and December 31, 2018 is inclusive of financial information of equity method investments acquired as part of the Merger. See Note 3 for additional details.
|
(In millions)
|
Nine Months Ended September 30, 2019
|
|
Year Ended December 31, 2018
|
||||
Borrowings
|
$
|
6,935
|
|
|
$
|
3,962
|
|
Average interest rate of borrowings
|
3.640
|
%
|
|
3.473
|
%
|
||
Repayments
|
$
|
6,810
|
|
|
$
|
4,347
|
|
Outstanding balance at end of period(1)
|
$
|
125
|
|
|
$
|
—
|
|
(In millions)
|
Nine Months Ended September 30, 2019
|
||
Borrowings
|
$
|
773
|
|
Average interest rate of borrowings
|
4.249
|
%
|
|
Repayments
|
$
|
773
|
|
Outstanding balance at end of period
|
$
|
—
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service revenues - related parties
|
|
|
|
|
|
|
|
||||||||
MPC
|
$
|
899
|
|
|
$
|
568
|
|
|
$
|
2,549
|
|
|
$
|
1,588
|
|
Rental income - related parties
|
|
|
|
|
|
|
|
||||||||
MPC
|
293
|
|
|
190
|
|
|
904
|
|
|
525
|
|
||||
Product sales - related parties(1)
|
|
|
|
|
|
|
|
||||||||
MPC
|
32
|
|
|
18
|
|
|
109
|
|
|
35
|
|
||||
Other income - related parties
|
|
|
|
|
|
|
|
||||||||
MPC
|
14
|
|
|
11
|
|
|
34
|
|
|
31
|
|
||||
Other
|
17
|
|
|
15
|
|
|
50
|
|
|
42
|
|
||||
Total Other income - related parties
|
$
|
31
|
|
|
$
|
26
|
|
|
$
|
84
|
|
|
$
|
73
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Rental cost of sales - related parties
|
$
|
45
|
|
|
$
|
1
|
|
|
$
|
124
|
|
|
$
|
2
|
|
Purchases - related parties
|
|
|
|
|
|
|
|
||||||||
MPC
|
297
|
|
|
228
|
|
|
878
|
|
|
628
|
|
||||
Other
|
6
|
|
|
—
|
|
|
16
|
|
|
—
|
|
||||
General and administrative expenses
|
59
|
|
|
48
|
|
|
174
|
|
|
131
|
|
||||
Total
|
$
|
407
|
|
|
$
|
277
|
|
|
$
|
1,192
|
|
|
$
|
761
|
|
(In millions)
|
September 30, 2019
|
|
December 31, 2018
|
||||
Current assets - related parties
|
|
|
|
||||
Receivables - MPC
|
$
|
623
|
|
|
$
|
542
|
|
Receivables - Other
|
22
|
|
|
9
|
|
||
Prepaid - MPC
|
6
|
|
|
5
|
|
||
Other - MPC
|
6
|
|
|
—
|
|
||
Lease Receivables - MPC
|
3
|
|
|
—
|
|
||
Total
|
660
|
|
|
556
|
|
||
Noncurrent assets - related parties
|
|
|
|
||||
Long-term receivables - MPC
|
20
|
|
|
24
|
|
||
Right of use assets - MPC
|
232
|
|
|
—
|
|
||
Long-term lease receivables - MPC
|
44
|
|
|
—
|
|
||
Unguaranteed residual asset - MPC
|
6
|
|
|
—
|
|
||
Total
|
302
|
|
|
24
|
|
||
Current liabilities - related parties
|
|
|
|
||||
Payables - MPC
|
477
|
|
|
360
|
|
||
Payables - Other
|
34
|
|
|
76
|
|
||
Operating lease liabilities - MPC
|
1
|
|
|
—
|
|
||
Deferred revenue - Minimum volume deficiencies - MPC
|
40
|
|
|
57
|
|
||
Deferred revenue - Project reimbursements - MPC
|
9
|
|
|
9
|
|
||
Deferred revenue - Other
|
1
|
|
|
—
|
|
||
Total
|
562
|
|
|
502
|
|
||
Long-term liabilities - related parties
|
|
|
|
||||
Long-term operating lease liabilities - MPC
|
231
|
|
|
—
|
|
||
Long-term deferred revenue - Project reimbursements - MPC
|
53
|
|
|
46
|
|
||
Long-term deferred revenue - Other
|
9
|
|
|
—
|
|
||
Total
|
$
|
293
|
|
|
$
|
46
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income attributable to MPLX LP
|
$
|
629
|
|
|
$
|
510
|
|
|
$
|
1,614
|
|
|
$
|
1,384
|
|
Less: Distributions declared on Series A preferred units(1)
|
20
|
|
|
19
|
|
|
61
|
|
|
55
|
|
||||
Distributions declared on Series B preferred units(1)
|
10
|
|
|
—
|
|
|
31
|
|
|
—
|
|
||||
Limited partners’ distributions declared on MPLX common units (including common units of general partner)(1)(2)
|
704
|
|
|
507
|
|
|
1,919
|
|
|
1,471
|
|
||||
Undistributed net loss attributable to MPLX LP
|
$
|
(105
|
)
|
|
$
|
(16
|
)
|
|
$
|
(397
|
)
|
|
$
|
(142
|
)
|
|
Three Months Ended September 30, 2019
|
||||||||||||||
(In millions, except per unit data)
|
Limited Partners’
Common Units
|
|
Series A Preferred Units
|
|
Series B Preferred Units
|
|
Total
|
||||||||
Basic and diluted net income attributable to MPLX LP per unit
|
|
|
|
|
|
|
|
||||||||
Net income attributable to MPLX LP:
|
|
|
|
|
|
|
|
||||||||
Distributions declared
|
$
|
704
|
|
|
$
|
20
|
|
|
$
|
10
|
|
|
$
|
734
|
|
Undistributed net loss attributable to MPLX LP
|
(105
|
)
|
|
—
|
|
|
—
|
|
|
(105
|
)
|
||||
Net income attributable to MPLX LP(1)
|
$
|
599
|
|
|
$
|
20
|
|
|
$
|
10
|
|
|
$
|
629
|
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic(2)
|
974
|
|
|
31
|
|
|
—
|
|
|
1,005
|
|
||||
Diluted(2)
|
975
|
|
|
31
|
|
|
—
|
|
|
1,006
|
|
||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.61
|
|
|
|
|
|
|
|
||||||
Diluted
|
$
|
0.61
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2018
|
||||||||||
(In millions, except per unit data)
|
Limited Partners’
Common Units
|
|
Series A Preferred Units
|
|
Total
|
||||||
Basic and diluted net income attributable to MPLX LP per unit
|
|
|
|
|
|
||||||
Net income attributable to MPLX LP:
|
|
|
|
|
|
||||||
Distributions declared
|
$
|
507
|
|
|
$
|
19
|
|
|
$
|
526
|
|
Undistributed net loss attributable to MPLX LP
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|||
Net income attributable to MPLX LP(1)
|
$
|
491
|
|
|
$
|
19
|
|
|
$
|
510
|
|
Weighted average units outstanding:
|
|
|
|
|
|
||||||
Basic
|
794
|
|
|
31
|
|
|
825
|
|
|||
Diluted
|
794
|
|
|
31
|
|
|
825
|
|
|||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.62
|
|
|
|
|
|
|
|||
Diluted
|
$
|
0.62
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2019
|
||||||||||||||
(In millions, except per unit data)
|
Limited Partners’ Common Units
|
|
Series A Preferred Units
|
|
Series B Preferred Units
|
|
Total
|
||||||||
Basic and diluted net income attributable to MPLX LP per unit:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to MPLX LP:
|
|
|
|
|
|
|
|
||||||||
Distributions declared
|
$
|
1,919
|
|
|
$
|
61
|
|
|
$
|
31
|
|
|
$
|
2,011
|
|
Undistributed net loss attributable to MPLX LP
|
(397
|
)
|
|
—
|
|
|
—
|
|
|
(397
|
)
|
||||
Net income attributable to MPLX LP(1)
|
$
|
1,522
|
|
|
$
|
61
|
|
|
$
|
31
|
|
|
$
|
1,614
|
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic(2)
|
855
|
|
|
31
|
|
|
—
|
|
|
886
|
|
||||
Diluted(2)
|
855
|
|
|
31
|
|
|
—
|
|
|
886
|
|
||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.78
|
|
|
|
|
|
|
|
||||||
Diluted
|
$
|
1.78
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||
(In millions, except per unit data)
|
Limited Partners’ Common Units
|
|
Series A Preferred Units
|
|
Total
|
||||||
Basic and diluted net income attributable to MPLX LP per unit:
|
|
|
|
|
|
||||||
Net income attributable to MPLX LP:
|
|
|
|
|
|
||||||
Distributions declared
|
$
|
1,471
|
|
|
$
|
55
|
|
|
$
|
1,526
|
|
Undistributed net loss attributable to MPLX LP
|
(142
|
)
|
|
—
|
|
|
(142
|
)
|
|||
Net income attributable to MPLX LP(1)
|
$
|
1,329
|
|
|
$
|
55
|
|
|
$
|
1,384
|
|
Weighted average units outstanding:
|
|
|
|
|
|
||||||
Basic
|
750
|
|
|
31
|
|
|
781
|
|
|||
Diluted
|
750
|
|
|
31
|
|
|
781
|
|
|||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.77
|
|
|
|
|
|
||||
Diluted
|
$
|
1.77
|
|
|
|
|
|
(In units)
|
Common
|
|
Balance at December 31, 2018
|
794,089,518
|
|
Unit-based compensation awards
|
287,019
|
|
Issuance of units in connection with the Merger
|
262,829,592
|
|
Conversion of Series A preferred units
|
1,148,330
|
|
Balance at September 30, 2019
|
1,058,354,459
|
|
(In millions)
|
Series B Preferred Units
|
||
Beginning Balance at the Merger date
|
$
|
615
|
|
Net income allocated
|
7
|
|
|
Distributions received by Series B preferred unitholders
|
(21
|
)
|
|
Balance at September 30, 2019
|
$
|
601
|
|
(Per common unit)
|
2019
|
|
2018
|
||||
March 31,
|
$
|
0.6575
|
|
|
$
|
0.6175
|
|
June 30,
|
0.6675
|
|
|
0.6275
|
|
||
September 30,
|
$
|
0.6775
|
|
|
$
|
0.6375
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Common and preferred unit distributions:
|
|
|
|
|
|
|
|
||||||||
Common unitholders, includes common units of general partner
|
$
|
704
|
|
|
$
|
507
|
|
|
$
|
1,919
|
|
|
$
|
1,471
|
|
Series A preferred unit distributions
|
20
|
|
|
19
|
|
|
61
|
|
|
55
|
|
||||
Series B preferred unit distributions
|
10
|
|
|
—
|
|
|
31
|
|
|
—
|
|
||||
Total cash distributions declared
|
$
|
734
|
|
|
$
|
526
|
|
|
$
|
2,011
|
|
|
$
|
1,526
|
|
(In millions)
|
Redeemable Series A Preferred Units
|
||
Balance at December 31, 2018
|
$
|
1,004
|
|
Net income allocated
|
61
|
|
|
Distributions received by Series A preferred unitholders
|
(61
|
)
|
|
Conversion of Series A preferred units to common units
|
(36
|
)
|
|
Balance at September 30, 2019
|
$
|
968
|
|
•
|
L&S – transports, stores, distributes and markets crude oil, asphalt, refined petroleum products and water. Also includes an inland marine business, terminals, rail facilities, storage caverns and refining logistics.
|
•
|
G&P – gathers, processes and transports natural gas; and gathers, transports, fractionates, stores and markets NGLs.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
L&S
|
|
|
|
|
|
|
|
||||||||
Service revenue
|
$
|
976
|
|
|
$
|
602
|
|
|
$
|
2,787
|
|
|
$
|
1,682
|
|
Rental income
|
304
|
|
|
191
|
|
|
935
|
|
|
526
|
|
||||
Product related revenue
|
22
|
|
|
5
|
|
|
57
|
|
|
10
|
|
||||
Income from equity method investments
|
60
|
|
|
43
|
|
|
159
|
|
|
123
|
|
||||
Other income
|
17
|
|
|
12
|
|
|
45
|
|
|
36
|
|
||||
Total segment revenues and other income(1)
|
1,379
|
|
|
853
|
|
|
3,983
|
|
|
2,377
|
|
||||
Segment Adjusted EBITDA(2)
|
766
|
|
|
547
|
|
|
1,895
|
|
|
1,510
|
|
||||
Maintenance capital expenditures
|
57
|
|
|
31
|
|
|
128
|
|
|
78
|
|
||||
Growth capital expenditures
|
216
|
|
|
78
|
|
|
618
|
|
|
325
|
|
||||
G&P
|
|
|
|
|
|
|
|
||||||||
Service revenue
|
555
|
|
|
422
|
|
|
1,627
|
|
|
1,154
|
|
||||
Rental income
|
88
|
|
|
88
|
|
|
260
|
|
|
251
|
|
||||
Product related revenue
|
207
|
|
|
311
|
|
|
714
|
|
|
831
|
|
||||
Income from equity method investments
|
35
|
|
|
21
|
|
|
96
|
|
|
52
|
|
||||
Other income
|
16
|
|
|
17
|
|
|
45
|
|
|
45
|
|
||||
Total segment revenues and other income(1)
|
901
|
|
|
859
|
|
|
2,742
|
|
|
2,333
|
|
||||
Segment Adjusted EBITDA(2)
|
399
|
|
|
390
|
|
|
1,120
|
|
|
1,054
|
|
||||
Maintenance capital expenditures
|
18
|
|
|
9
|
|
|
46
|
|
|
20
|
|
||||
Growth capital expenditures
|
$
|
302
|
|
|
$
|
380
|
|
|
$
|
861
|
|
|
$
|
1,057
|
|
(In millions)
|
September 30, 2019
|
|
December 31, 2018
|
||||
Segment assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
41
|
|
|
$
|
77
|
|
L&S
|
20,579
|
|
|
19,963
|
|
||
G&P
|
20,661
|
|
|
19,285
|
|
||
Total assets
|
$
|
41,281
|
|
|
$
|
39,325
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Reconciliation to Net income:
|
|
|
|
|
|
|
|
||||||||
L&S Segment Adjusted EBITDA
|
$
|
766
|
|
|
$
|
547
|
|
|
$
|
1,895
|
|
|
$
|
1,510
|
|
G&P Segment Adjusted EBITDA
|
399
|
|
|
390
|
|
|
1,120
|
|
|
1,054
|
|
||||
Total reportable segments
|
1,165
|
|
|
937
|
|
|
3,015
|
|
|
2,564
|
|
||||
Depreciation and amortization(1)
|
(302
|
)
|
|
(201
|
)
|
|
(916
|
)
|
|
(565
|
)
|
||||
Provision for income taxes
|
(4
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(8
|
)
|
||||
Amortization of deferred financing costs
|
(10
|
)
|
|
(14
|
)
|
|
(29
|
)
|
|
(45
|
)
|
||||
Non-cash equity-based compensation
|
(5
|
)
|
|
(6
|
)
|
|
(17
|
)
|
|
(15
|
)
|
||||
Net interest and other financial costs
|
(223
|
)
|
|
(139
|
)
|
|
(657
|
)
|
|
(389
|
)
|
||||
Income from equity method investments
|
95
|
|
|
64
|
|
|
255
|
|
|
175
|
|
||||
Distributions/adjustments related to equity method investments
|
(145
|
)
|
|
(112
|
)
|
|
(399
|
)
|
|
(314
|
)
|
||||
Unrealized derivative gains/(losses)(2)
|
11
|
|
|
(17
|
)
|
|
7
|
|
|
(18
|
)
|
||||
Acquisition costs
|
(9
|
)
|
|
—
|
|
|
(14
|
)
|
|
(3
|
)
|
||||
Other
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Adjusted EBITDA attributable to noncontrolling interests
|
9
|
|
|
7
|
|
|
23
|
|
|
13
|
|
||||
Adjusted EBITDA attributable to Predecessor(3)
|
108
|
|
|
—
|
|
|
770
|
|
|
—
|
|
||||
Net income
|
$
|
689
|
|
|
$
|
516
|
|
|
$
|
2,035
|
|
|
$
|
1,395
|
|
(In millions)
|
September 30, 2019
|
|
December 31, 2018
|
||||
NGLs
|
$
|
4
|
|
|
$
|
9
|
|
Line fill
|
8
|
|
|
9
|
|
||
Spare parts, materials and supplies
|
92
|
|
|
80
|
|
||
Total inventories
|
$
|
104
|
|
|
$
|
98
|
|
(In millions)
|
September 30, 2019
|
|
December 31, 2018
|
||||
Natural gas gathering and NGL transportation pipelines and facilities
|
$
|
6,909
|
|
|
$
|
6,349
|
|
Processing, fractionation and storage facilities
|
6,113
|
|
|
6,045
|
|
||
Pipelines and related assets
|
5,058
|
|
|
5,111
|
|
||
Barges and towing vessels
|
675
|
|
|
621
|
|
||
Terminals and related assets
|
2,422
|
|
|
2,757
|
|
||
Refinery related assets
|
1,398
|
|
|
1,447
|
|
||
Land, building, office equipment and other
|
2,324
|
|
|
1,562
|
|
||
Construction-in-progress
|
1,429
|
|
|
1,321
|
|
||
Total
|
26,328
|
|
|
25,213
|
|
||
Less accumulated depreciation
|
4,436
|
|
|
3,688
|
|
||
Property, plant and equipment, net
|
$
|
21,892
|
|
|
$
|
21,525
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
(In millions)
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Significant unobservable inputs (Level 3)
|
|
|
|
|
|
|
|
||||||||
Embedded derivatives in commodity contracts
|
$
|
—
|
|
|
$
|
(54
|
)
|
|
$
|
—
|
|
|
$
|
(61
|
)
|
Total carrying value on Consolidated Balance Sheets
|
$
|
—
|
|
|
$
|
(54
|
)
|
|
$
|
—
|
|
|
$
|
(61
|
)
|
|
Three Months Ended September 30, 2019
|
|
Three Months Ended September 30, 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
|
$
|
—
|
|
|
$
|
(65
|
)
|
|
$
|
(2
|
)
|
|
$
|
(66
|
)
|
Total gains/(losses) (realized and unrealized) included in earnings(1)
|
—
|
|
|
9
|
|
|
(1
|
)
|
|
(19
|
)
|
||||
Settlements
|
—
|
|
|
2
|
|
|
1
|
|
|
3
|
|
||||
Fair value at end of period
|
—
|
|
|
(54
|
)
|
|
(2
|
)
|
|
(82
|
)
|
||||
The amount of total gains/(losses) for the period included in earnings attributable to the change in unrealized gains/(losses) relating to liabilities still held at end of period
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
(2
|
)
|
|
$
|
(19
|
)
|
|
Nine Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 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 gains/(losses) (realized and unrealized) included in earnings(1)
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
(27
|
)
|
||||
Settlements
|
—
|
|
|
5
|
|
|
2
|
|
|
9
|
|
||||
Fair value at end of period
|
—
|
|
|
(54
|
)
|
|
(2
|
)
|
|
(82
|
)
|
||||
The amount of total gains/(losses) for the period included in earnings attributable to the change in unrealized gains/(losses) relating to liabilities still held at end of period
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
(1
|
)
|
|
$
|
(21
|
)
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
(In millions)
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Long-term debt
|
$
|
21,290
|
|
|
$
|
19,789
|
|
|
$
|
18,070
|
|
|
$
|
18,511
|
|
SMR liability
|
$
|
93
|
|
|
$
|
82
|
|
|
$
|
92
|
|
|
$
|
86
|
|
(In millions)
|
September 30, 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
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
Other noncurrent assets / Deferred credits and other liabilities
|
—
|
|
|
(49
|
)
|
|
—
|
|
|
(54
|
)
|
||||
Total
|
$
|
—
|
|
|
$
|
(54
|
)
|
|
$
|
—
|
|
|
$
|
(61
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Product sales
|
|
|
|
|
|
|
|
||||||||
Realized (loss)/gain
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
Unrealized (loss)/gain
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Product sales derivative (loss)/gain
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||
Purchased product costs
|
|
|
|
|
|
|
|
||||||||
Realized (loss)/gain
|
(2
|
)
|
|
(4
|
)
|
|
(5
|
)
|
|
(10
|
)
|
||||
Unrealized gain/(loss)
|
11
|
|
|
(16
|
)
|
|
7
|
|
|
(18
|
)
|
||||
Purchased product costs derivative (loss)/gain
|
9
|
|
|
(20
|
)
|
|
2
|
|
|
(28
|
)
|
||||
Cost of revenues
|
|
|
|
|
|
|
|
||||||||
Realized (loss)/gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Unrealized (loss)/gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cost of revenues derivative (loss)/gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total derivative gain/(loss)
|
$
|
9
|
|
|
$
|
(22
|
)
|
|
$
|
2
|
|
|
$
|
(30
|
)
|
(In millions)
|
September 30, 2019
|
|
December 31, 2018
|
||||
MPLX LP:
|
|
|
|
||||
Bank revolving credit facility due 2024
|
$
|
—
|
|
|
$
|
—
|
|
Term loan facility due 2021
|
500
|
|
|
—
|
|
||
Floating rate senior notes due September 2021
|
1,000
|
|
|
—
|
|
||
Floating rate senior notes due September 2022
|
1,000
|
|
|
—
|
|
||
6.250% senior notes due October 2022
|
266
|
|
|
—
|
|
||
3.500% senior notes due December 2022
|
486
|
|
|
—
|
|
||
3.375% senior notes due March 2023
|
500
|
|
|
500
|
|
||
4.500% senior notes due July 2023
|
989
|
|
|
989
|
|
||
6.375% senior notes due May 2024
|
381
|
|
|
—
|
|
||
4.875% senior notes due December 2024
|
1,149
|
|
|
1,149
|
|
||
5.250% senior notes due January 2025
|
708
|
|
|
—
|
|
||
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
|
|
||
4.250% senior notes due December 2027
|
732
|
|
|
—
|
|
||
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
|
|
||
5.200% senior notes due December 2047
|
487
|
|
|
—
|
|
||
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
|
|
||
ANDX - 3.500% - 6.375% senior notes, due 2019-2047
|
690
|
|
|
3,750
|
|
||
ANDX credit facilities
|
—
|
|
|
1,245
|
|
||
Financing lease obligations(1)
|
20
|
|
|
21
|
|
||
Total
|
20,120
|
|
|
18,866
|
|
||
Unamortized debt issuance costs
|
(109
|
)
|
|
(97
|
)
|
||
Unamortized discount/premium
|
(311
|
)
|
|
(334
|
)
|
||
Amounts due within one year
|
(510
|
)
|
|
(513
|
)
|
||
Total long-term debt due after one year
|
$
|
19,190
|
|
|
$
|
17,922
|
|
Senior Notes
|
Interest payable semi-annually in arrears
|
6.250% senior notes due October 2022
|
April 15th and October 15th
|
3.500% senior notes due December 2022
|
June 1st and December 1st
|
6.375% senior notes due May 2024
|
May 1st and November 1st
|
5.250% senior notes due January 2025
|
January 15th and July 15th
|
4.250% senior notes due December 2027
|
June 1st and December 1st
|
5.200% senior notes due December 2047
|
June 1st and December 1st
|
|
Three Months Ended September 30, 2019
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Service revenue
|
$
|
95
|
|
|
$
|
537
|
|
|
$
|
632
|
|
Service revenue - related parties
|
881
|
|
|
18
|
|
|
899
|
|
|||
Service revenue - product related
|
—
|
|
|
26
|
|
|
26
|
|
|||
Product sales(1)
|
14
|
|
|
157
|
|
|
171
|
|
|||
Product sales - related parties
|
8
|
|
|
24
|
|
|
32
|
|
|||
Total revenues from contracts with customers
|
$
|
998
|
|
|
$
|
762
|
|
|
1,760
|
|
|
Non-ASC 606 revenue(2)
|
|
|
|
|
520
|
|
|||||
Total revenues and other income
|
|
|
|
|
$
|
2,280
|
|
|
Three Months Ended September 30, 2018
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Service revenue
|
$
|
34
|
|
|
$
|
422
|
|
|
$
|
456
|
|
Service revenue - related parties
|
568
|
|
|
—
|
|
|
568
|
|
|||
Service revenue - product related
|
—
|
|
|
59
|
|
|
59
|
|
|||
Product sales(1)
|
3
|
|
|
237
|
|
|
240
|
|
|||
Product sales - related parties
|
2
|
|
|
16
|
|
|
18
|
|
|||
Total revenues from contracts with customers
|
$
|
607
|
|
|
$
|
734
|
|
|
1,341
|
|
|
Non-ASC 606 revenue(2)
|
|
|
|
|
371
|
|
|||||
Total revenues and other income
|
|
|
|
|
$
|
1,712
|
|
|
Nine Months Ended September 30, 2019
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Service revenue
|
$
|
260
|
|
|
$
|
1,605
|
|
|
$
|
1,865
|
|
Service revenue - related parties
|
2,527
|
|
|
22
|
|
|
2,549
|
|
|||
Service revenue - product related
|
—
|
|
|
86
|
|
|
86
|
|
|||
Product sales(1)
|
40
|
|
|
536
|
|
|
576
|
|
|||
Product sales - related parties
|
17
|
|
|
92
|
|
|
109
|
|
|||
Total revenues from contracts with customers
|
$
|
2,844
|
|
|
$
|
2,341
|
|
|
5,185
|
|
|
Non-ASC 606 revenue(2)
|
|
|
|
|
1,540
|
|
|||||
Total revenues and other income
|
|
|
|
|
$
|
6,725
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Service revenue
|
$
|
94
|
|
|
$
|
1,154
|
|
|
$
|
1,248
|
|
Service revenue - related parties
|
1,588
|
|
|
—
|
|
|
1,588
|
|
|||
Service revenue - product related
|
—
|
|
|
154
|
|
|
154
|
|
|||
Product sales(1)
|
5
|
|
|
649
|
|
|
654
|
|
|||
Product sales - related parties
|
5
|
|
|
30
|
|
|
35
|
|
|||
Total revenues from contracts with customers
|
$
|
1,692
|
|
|
$
|
1,987
|
|
|
3,679
|
|
|
Non-ASC 606 revenue(2)
|
|
|
|
|
1,031
|
|
|||||
Total revenues and other income
|
|
|
|
|
$
|
4,710
|
|
(In millions)
|
Balance at December 31, 2018(1)
|
|
Additions/ (Deletions)
|
|
Revenue Recognized(2)
|
|
Balance at September 30, 2019
|
||||||||
Contract assets
|
$
|
36
|
|
|
$
|
(6
|
)
|
|
$
|
(2
|
)
|
|
$
|
28
|
|
Deferred revenue
|
13
|
|
|
11
|
|
|
(4
|
)
|
|
20
|
|
||||
Deferred revenue - related parties
|
65
|
|
|
34
|
|
|
(50
|
)
|
|
49
|
|
||||
Long-term deferred revenue
|
56
|
|
|
26
|
|
|
—
|
|
|
82
|
|
||||
Long-term deferred revenue - related parties
|
$
|
52
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
57
|
|
(In millions)
|
|
||
2019
|
$
|
408
|
|
2020
|
1,620
|
|
|
2021
|
1,601
|
|
|
2022
|
1,567
|
|
|
2023 and thereafter
|
6,581
|
|
|
Total revenue on remaining performance obligations(1),(2),(3)
|
$
|
11,777
|
|
(In millions)
|
September 30, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents
|
$
|
41
|
|
|
$
|
77
|
|
Restricted cash(1)
|
—
|
|
|
8
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
41
|
|
|
$
|
85
|
|
|
Nine Months Ended September 30,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Net cash provided by operating activities included:
|
|
|
|
||||
Interest paid (net of amounts capitalized)
|
$
|
648
|
|
|
$
|
293
|
|
Income taxes paid
|
—
|
|
|
1
|
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
|
||||
Payments on operating leases
|
62
|
|
|
—
|
|
||
Interest payment under finance lease obligations
|
1
|
|
|
—
|
|
||
Net cash provided by financing activities included:
|
|
|
|
||||
Principal payments under finance lease obligations
|
4
|
|
|
—
|
|
||
Non-cash investing and financing activities:
|
|
|
|
||||
Net transfers of property, plant and equipment from materials and supplies inventories
|
1
|
|
|
2
|
|
||
MPLX terminal lease classification change
|
21
|
|
|
—
|
|
||
ROU assets obtained in exchange for new operating lease obligations
|
13
|
|
|
—
|
|
||
ROU assets obtained in exchange for new finance lease obligations
|
$
|
4
|
|
|
$
|
—
|
|
|
Nine Months Ended September 30,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
(Decrease)/increase in capital accruals
|
$
|
(67
|
)
|
|
$
|
90
|
|
(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 September 30, 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 September 30, 2018(1)
|
$
|
(14
|
)
|
|
$
|
(2
|
)
|
|
$
|
(16
|
)
|
|
Number
of Units |
|
Weighted
Average Fair Value |
|||
Outstanding at December 31, 2018
|
1,154,335
|
|
|
$
|
34.34
|
|
Granted
|
207,515
|
|
|
32.96
|
|
|
Legacy ANDX phantom units converted to MPLX phantom units at the Merger
|
208,533
|
|
|
43.64
|
|
|
Settled
|
(420,374
|
)
|
|
33.76
|
|
|
Forfeited
|
(42,464
|
)
|
|
33.53
|
|
|
Outstanding at September 30, 2019
|
1,107,545
|
|
|
$
|
36.09
|
|
|
Number of
Units |
|
Outstanding at December 31, 2018
|
1,941,750
|
|
Granted
|
987,994
|
|
Settled
|
(772,397
|
)
|
Forfeited
|
—
|
|
Outstanding at September 30, 2019
|
2,157,347
|
|
|
Three Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2019
|
||||||||||||
(In millions)
|
Related Party
|
|
Third Party
|
|
Related Party
|
|
Third Party
|
||||||||
Components of lease cost:
|
|
|
|
|
|
|
|
||||||||
Operating lease cost
|
$
|
4
|
|
|
$
|
19
|
|
|
$
|
11
|
|
|
$
|
56
|
|
|
|
|
|
|
|
|
|
||||||||
Finance lease cost:
|
|
|
|
|
|
|
|
||||||||
Amortization of ROU assets
|
—
|
|
|
1
|
|
|
—
|
|
|
4
|
|
||||
Interest on lease liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Total finance lease cost
|
—
|
|
|
1
|
|
|
—
|
|
|
5
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Variable lease cost
|
—
|
|
|
3
|
|
|
—
|
|
|
7
|
|
||||
Short-term lease cost
|
—
|
|
|
20
|
|
|
—
|
|
|
56
|
|
||||
Total lease cost
|
$
|
4
|
|
|
$
|
43
|
|
|
$
|
11
|
|
|
$
|
124
|
|
|
September 30, 2019
|
||||||
(In millions)
|
Related Party
|
|
Third Party
|
||||
Operating leases
|
|
|
|
||||
Assets
|
|
|
|
||||
Right of use assets
|
$
|
232
|
|
|
$
|
366
|
|
Liabilities
|
|
|
|
||||
Operating lease liabilities
|
1
|
|
|
61
|
|
||
Long-term operating lease liabilities
|
231
|
|
|
309
|
|
||
Total operating lease liabilities
|
$
|
232
|
|
|
$
|
370
|
|
Weighted average remaining lease term
|
47.44 years
|
|
|
8.86 years
|
|
||
Weighted average discount rate
|
5.80
|
%
|
|
4.48
|
%
|
||
|
|
|
|
||||
Finance leases
|
|
|
|
||||
Assets
|
|
|
|
||||
Property, plant and equipment, gross
|
|
|
$
|
49
|
|
||
Accumulated depreciation
|
|
|
21
|
|
|||
Property, plant and equipment, net
|
|
|
28
|
|
|||
Liabilities
|
|
|
|
||||
Other current liabilities
|
|
|
9
|
|
|||
Long-term debt
|
|
|
11
|
|
|||
Total finance lease liabilities
|
|
|
$
|
20
|
|
||
Weighted average remaining lease term
|
|
|
10.00 years
|
|
|||
Weighted average discount rate
|
|
|
5.81
|
%
|
(In millions)
|
Related Party Operating
Leases |
|
Third Party Operating
Leases |
|
Finance
Leases |
||||||
2019
|
$
|
5
|
|
|
$
|
21
|
|
|
$
|
1
|
|
2020
|
14
|
|
|
74
|
|
|
10
|
|
|||
2021
|
14
|
|
|
68
|
|
|
2
|
|
|||
2022
|
14
|
|
|
59
|
|
|
2
|
|
|||
2023
|
14
|
|
|
55
|
|
|
2
|
|
|||
2024 and thereafter
|
619
|
|
|
173
|
|
|
11
|
|
|||
Gross lease payments
|
680
|
|
|
450
|
|
|
28
|
|
|||
Less: imputed interest
|
448
|
|
|
80
|
|
|
8
|
|
|||
Total lease liabilities
|
$
|
232
|
|
|
$
|
370
|
|
|
$
|
20
|
|
(In millions)
|
Operating
Lease Obligations |
|
Capital
Lease
Obligations
|
||||
2019
|
$
|
90
|
|
|
$
|
5
|
|
2020
|
88
|
|
|
8
|
|
||
2021
|
83
|
|
|
3
|
|
||
2022
|
76
|
|
|
2
|
|
||
2023
|
70
|
|
|
2
|
|
||
2024 and thereafter
|
825
|
|
|
4
|
|
||
Total minimum lease payments
|
$
|
1,232
|
|
|
24
|
|
|
Less: imputed interest costs
|
|
|
3
|
|
|||
Present value of net minimum lease payments
|
|
|
$
|
21
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
Related Party
|
|
Third Party
|
|
Related Party
|
|
Third Party
|
||||||||
Operating leases:
|
|
|
|
|
|
|
|
||||||||
Operating lease revenue(1)
|
$
|
248
|
|
|
$
|
63
|
|
|
$
|
773
|
|
|
$
|
196
|
|
|
|
|
|
|
|
|
|
||||||||
Sales-type leases:
|
|
|
|
|
|
|
|
||||||||
Profit/(loss) recognized at the commencement date
|
—
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
||||
Interest income (Sales-type lease revenue- fixed minimum)
|
3
|
|
|
N/A
|
|
|
3
|
|
|
N/A
|
|
||||
Interest income (Revenue from variable lease payments)
|
$
|
1
|
|
|
N/A
|
|
|
$
|
1
|
|
|
N/A
|
|
(1)
|
These amounts are presented net of executory costs.
|
(In millions)
|
Related Party
|
|
Third Party
|
|
Total
|
||||||
2019
|
$
|
294
|
|
|
$
|
47
|
|
|
$
|
341
|
|
2020
|
1,179
|
|
|
186
|
|
|
1,365
|
|
|||
2021
|
1,175
|
|
|
178
|
|
|
1,353
|
|
|||
2022
|
1,171
|
|
|
176
|
|
|
1,347
|
|
|||
2023
|
1,118
|
|
|
170
|
|
|
1,288
|
|
|||
2024 and thereafter
|
3,904
|
|
|
1,269
|
|
|
5,173
|
|
|||
Total minimum future rentals
|
$
|
8,841
|
|
|
$
|
2,026
|
|
|
$
|
10,867
|
|
(In millions)
|
Related Party
|
|
Third Party
|
|
Total
|
||||||
2019
|
$
|
1,277
|
|
|
$
|
171
|
|
|
$
|
1,448
|
|
2020
|
1,275
|
|
|
163
|
|
|
1,438
|
|
|||
2021
|
1,146
|
|
|
154
|
|
|
1,300
|
|
|||
2022
|
1,143
|
|
|
151
|
|
|
1,294
|
|
|||
2023
|
1,094
|
|
|
145
|
|
|
1,239
|
|
|||
2024 and thereafter
|
3,786
|
|
|
1,114
|
|
|
4,900
|
|
|||
Total minimum future rentals
|
$
|
9,721
|
|
|
$
|
1,898
|
|
|
$
|
11,619
|
|
(In millions)
|
Related Party
|
||
2019
|
$
|
3
|
|
2020
|
14
|
|
|
2021
|
14
|
|
|
2022
|
14
|
|
|
2023
|
15
|
|
|
2024 and thereafter
|
34
|
|
|
Total minimum future rentals
|
94
|
|
|
Less: present value discount
|
47
|
|
|
Lease receivable
|
$
|
47
|
|
(In millions)
|
September 30, 2019
|
|
December 31, 2018
|
||||
Natural gas gathering and NGL transportation pipelines and facilities
|
$
|
1,061
|
|
|
$
|
964
|
|
Processing, fractionation and storage facilities
|
1,911
|
|
|
1,670
|
|
||
Pipelines and related assets
|
364
|
|
|
376
|
|
||
Barges and towing vessels
|
674
|
|
|
619
|
|
||
Terminals and related assets
|
1,316
|
|
|
1,415
|
|
||
Refinery related assets
|
998
|
|
|
981
|
|
||
Land, building, office equipment and other
|
270
|
|
|
187
|
|
||
Total
|
6,594
|
|
|
6,212
|
|
||
Less accumulated depreciation
|
2,271
|
|
|
2,074
|
|
||
Property, plant and equipment, net
|
$
|
4,323
|
|
|
$
|
4,138
|
|
•
|
MPLX’s acquisition of ANDX;
|
•
|
MPC’s ongoing review of strategic alternatives for its midstream business;
|
•
|
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;
|
•
|
the ability to complete any divestitures on commercially reasonable terms and/or within the expected timeframe, and the effects of any such divestitures on the business, financial condition, results of operations and cash flows;
|
•
|
adverse changes in laws including with respect to tax and regulatory matters;
|
•
|
modifications to financial policies, capital budgets, and earnings and distributions;
|
•
|
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
|
•
|
MPLX completed the acquisition of ANDX via Merger on July 30, 2019. The historical results of ANDX have been incorporated into the MPLX results from October 1, 2018, which is the date that MPC acquired Andeavor. At the effective time of the Merger, each common unit held by ANDX’s public unitholders was converted into the right to receive 1.135 MPLX common units. ANDX common units held by certain affiliates of MPC were converted into the right to receive 1.0328 MPLX common units. The assets of ANDX complement and enhance MPLX’s existing asset base and further expand MPLX’s existing footprint.
|
•
|
During the quarter, MPLX: entered into a Term Loan Agreement, which provides for a committed term loan facility for up to an aggregate of $1 billion; issued $2.0 billion aggregate principal amount of floating rate senior notes in a public offering; increased its borrowing capacity on the MPLX Credit Agreement to $3.5 billion; and extended the MPLX Credit Agreement term to July 30, 2024.
|
•
|
In connection with the Merger, MPLX also assumed all outstanding ANDX senior notes, which had an aggregate principal amount of $3.75 billion with interest rates ranging from 3.5 percent to 6.375 percent and maturity dates ranging from 2019 to 2047. On September 23, 2019, approximately $3.06 billion aggregate principal amount of ANDX’s outstanding senior notes were exchanged for an aggregate principal amount of approximately $3.06 billion new unsecured senior notes issued by MPLX in an exchange offer and consent solicitation undertaken by MPLX, leaving approximately $690 million aggregate principal of outstanding senior notes held by ANDX.
|
•
|
During the nine months ended September 30, 2019, we did not issue any common units under our ATM Program. As of September 30, 2019, $1.7 billion of common units remain available for issuance through the ATM Program.
|
•
|
MPLX continues to focus on portfolio optimization, which could include asset divestitures.
|
•
|
MPC’s board of directors has formed a special committee to enhance its evaluation of potential value-creating options for its Midstream business. Among other aspects, the special committee will analyze the strategic fit of assets with MPC, the ability to realize full valuation credit for midstream earnings and cash flow, balance sheet impacts including liquidity and credit ratings, transaction tax impacts, separation costs, and overall complexity.
|
•
|
On October 15, 2019, MPLX borrowed the remaining $500 million in term loan capacity under the Term Loan Agreement. On the same day, MPLX paid off $500 million of outstanding ANDX 5.5 percent unsecured senior notes due 2019 and related accrued interest of $13.75 million
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(In millions)
|
2019
|
|
2018
|
|
Variance
|
|
2019
|
|
2018
|
|
Variance
|
||||||||||||
Total revenues and other income
|
$
|
2,280
|
|
|
$
|
1,712
|
|
|
$
|
568
|
|
|
$
|
6,725
|
|
|
$
|
4,710
|
|
|
$
|
2,015
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of revenues (excludes items below)
|
407
|
|
|
241
|
|
|
166
|
|
|
1,099
|
|
|
680
|
|
|
419
|
|
||||||
Purchased product costs
|
129
|
|
|
241
|
|
|
(112
|
)
|
|
489
|
|
|
632
|
|
|
(143
|
)
|
||||||
Rental cost of sales
|
37
|
|
|
32
|
|
|
5
|
|
|
103
|
|
|
94
|
|
|
9
|
|
||||||
Rental cost of sales - related parties
|
45
|
|
|
1
|
|
|
44
|
|
|
124
|
|
|
2
|
|
|
122
|
|
||||||
Purchases - related parties
|
303
|
|
|
228
|
|
|
75
|
|
|
894
|
|
|
628
|
|
|
266
|
|
||||||
Depreciation and amortization
|
302
|
|
|
201
|
|
|
101
|
|
|
916
|
|
|
565
|
|
|
351
|
|
||||||
General and administrative expenses
|
102
|
|
|
76
|
|
|
26
|
|
|
293
|
|
|
217
|
|
|
76
|
|
||||||
Other taxes
|
29
|
|
|
20
|
|
|
9
|
|
|
84
|
|
|
55
|
|
|
29
|
|
||||||
Total costs and expenses
|
1,354
|
|
|
1,040
|
|
|
314
|
|
|
4,002
|
|
|
2,873
|
|
|
1,129
|
|
||||||
Income from operations
|
926
|
|
|
672
|
|
|
254
|
|
|
2,723
|
|
|
1,837
|
|
|
886
|
|
||||||
Related party interest and other financial costs
|
5
|
|
|
2
|
|
|
3
|
|
|
8
|
|
|
4
|
|
|
4
|
|
||||||
Interest expense, net of amounts capitalized
|
212
|
|
|
134
|
|
|
78
|
|
|
640
|
|
|
381
|
|
|
259
|
|
||||||
Other financial costs
|
16
|
|
|
17
|
|
|
(1
|
)
|
|
38
|
|
|
49
|
|
|
(11
|
)
|
||||||
Income before income taxes
|
693
|
|
|
519
|
|
|
174
|
|
|
2,037
|
|
|
1,403
|
|
|
634
|
|
||||||
Provision for income taxes
|
4
|
|
|
3
|
|
|
1
|
|
|
2
|
|
|
8
|
|
|
(6
|
)
|
||||||
Net income
|
689
|
|
|
516
|
|
|
173
|
|
|
2,035
|
|
|
1,395
|
|
|
640
|
|
||||||
Less: Net income attributable to noncontrolling interests
|
8
|
|
|
6
|
|
|
2
|
|
|
20
|
|
|
11
|
|
|
9
|
|
||||||
Less: Net income attributable to Predecessor
|
52
|
|
|
—
|
|
|
52
|
|
|
401
|
|
|
—
|
|
|
401
|
|
||||||
Net income attributable to MPLX LP
|
629
|
|
|
510
|
|
|
119
|
|
|
1,614
|
|
|
1,384
|
|
|
230
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjusted EBITDA attributable to MPLX LP (excluding Predecessor results)(1)
|
1,165
|
|
|
937
|
|
|
228
|
|
|
3,015
|
|
|
2,564
|
|
|
451
|
|
||||||
Adjusted EBITDA attributable to MPLX LP (including Predecessor results)(2)
|
1,273
|
|
|
N/A
|
|
|
N/A
|
|
|
3,785
|
|
|
N/A
|
|
|
N/A
|
|
||||||
DCF attributable to GP and LP unitholders (including Predecessor results)(2)
|
$
|
997
|
|
|
$
|
747
|
|
|
$
|
250
|
|
|
$
|
2,963
|
|
|
$
|
2,025
|
|
|
$
|
938
|
|
(1)
|
Non-GAAP measure. See reconciliation below to the most directly comparable GAAP measures. Excludes adjusted EBITDA and DCF adjustments attributable to Predecessor.
|
(2)
|
Non-GAAP measure. See reconciliation below to the most directly comparable GAAP measures. Includes adjusted EBITDA and DCF adjustments attributable to Predecessor.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(In millions)
|
2019
|
|
2018
|
|
Variance
|
|
2019
|
|
2018
|
|
Variance
|
||||||||||||
Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
$
|
689
|
|
|
$
|
516
|
|
|
$
|
173
|
|
|
$
|
2,035
|
|
|
$
|
1,395
|
|
|
$
|
640
|
|
Provision for income taxes
|
4
|
|
|
3
|
|
|
1
|
|
|
2
|
|
|
8
|
|
|
(6
|
)
|
||||||
Amortization of deferred financing costs
|
10
|
|
|
14
|
|
|
(4
|
)
|
|
29
|
|
|
45
|
|
|
(16
|
)
|
||||||
Net interest and other financial costs
|
223
|
|
|
139
|
|
|
84
|
|
|
657
|
|
|
389
|
|
|
268
|
|
||||||
Income from operations
|
926
|
|
|
672
|
|
|
254
|
|
|
2,723
|
|
|
1,837
|
|
|
886
|
|
||||||
Depreciation and amortization
|
302
|
|
|
201
|
|
|
101
|
|
|
916
|
|
|
565
|
|
|
351
|
|
||||||
Non-cash equity-based compensation
|
5
|
|
|
6
|
|
|
(1
|
)
|
|
17
|
|
|
15
|
|
|
2
|
|
||||||
Income from equity method investments
|
(95
|
)
|
|
(64
|
)
|
|
(31
|
)
|
|
(255
|
)
|
|
(175
|
)
|
|
(80
|
)
|
||||||
Distributions/adjustments related to equity method investments
|
145
|
|
|
112
|
|
|
33
|
|
|
399
|
|
|
314
|
|
|
85
|
|
||||||
Unrealized derivative (gains)/losses(1)
|
(11
|
)
|
|
17
|
|
|
(28
|
)
|
|
(7
|
)
|
|
18
|
|
|
(25
|
)
|
||||||
Acquisition costs
|
9
|
|
|
—
|
|
|
9
|
|
|
14
|
|
|
3
|
|
|
11
|
|
||||||
Other
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Adjusted EBITDA
|
1,282
|
|
|
944
|
|
|
338
|
|
|
3,808
|
|
|
2,577
|
|
|
1,231
|
|
||||||
Adjusted EBITDA attributable to noncontrolling interests
|
(9
|
)
|
|
(7
|
)
|
|
(2
|
)
|
|
(23
|
)
|
|
(13
|
)
|
|
(10
|
)
|
||||||
Adjusted EBITDA attributable to Predecessor(2)
|
(108
|
)
|
|
—
|
|
|
(108
|
)
|
|
(770
|
)
|
|
—
|
|
|
(770
|
)
|
||||||
Adjusted EBITDA attributable to MPLX LP(3)
|
1,165
|
|
|
937
|
|
|
228
|
|
|
3,015
|
|
|
2,564
|
|
|
451
|
|
||||||
Deferred revenue impacts
|
36
|
|
|
13
|
|
|
23
|
|
|
67
|
|
|
24
|
|
|
43
|
|
||||||
Net interest and other financial costs
|
(223
|
)
|
|
(139
|
)
|
|
(84
|
)
|
|
(657
|
)
|
|
(389
|
)
|
|
(268
|
)
|
||||||
Maintenance capital expenditures
|
(75
|
)
|
|
(40
|
)
|
|
(35
|
)
|
|
(174
|
)
|
|
(98
|
)
|
|
(76
|
)
|
||||||
Maintenance capital expenditures reimbursements
|
18
|
|
|
—
|
|
|
18
|
|
|
34
|
|
|
—
|
|
|
34
|
|
||||||
Equity method investment capital expenditures paid out
|
(8
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|
(16
|
)
|
|
(22
|
)
|
|
6
|
|
||||||
Other
|
6
|
|
|
1
|
|
|
5
|
|
|
16
|
|
|
1
|
|
|
15
|
|
||||||
Portion of DCF adjustments attributable to Predecessor(2)
|
27
|
|
|
—
|
|
|
27
|
|
|
159
|
|
|
—
|
|
|
159
|
|
||||||
DCF
|
946
|
|
|
766
|
|
|
180
|
|
|
2,444
|
|
|
2,080
|
|
|
364
|
|
||||||
Preferred unit distributions
|
(30
|
)
|
|
(19
|
)
|
|
(11
|
)
|
|
(92
|
)
|
|
(55
|
)
|
|
(37
|
)
|
||||||
DCF attributable to GP and LP unitholders
|
916
|
|
|
747
|
|
|
169
|
|
|
2,352
|
|
|
2,025
|
|
|
327
|
|
||||||
Adjusted EBITDA attributable to Predecessor
|
108
|
|
|
—
|
|
|
108
|
|
|
770
|
|
|
—
|
|
|
770
|
|
||||||
Portion of DCF adjustments attributable to Predecessor
|
(27
|
)
|
|
—
|
|
|
(27
|
)
|
|
(159
|
)
|
|
—
|
|
|
(159
|
)
|
||||||
DCF attributable to GP and LP unitholders (including Predecessor results)
|
$
|
997
|
|
|
$
|
747
|
|
|
$
|
250
|
|
|
$
|
2,963
|
|
|
$
|
2,025
|
|
|
$
|
938
|
|
|
Nine Months Ended September 30,
|
||||||||||
(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
|
$
|
2,990
|
|
|
$
|
2,027
|
|
|
$
|
963
|
|
Changes in working capital items
|
134
|
|
|
78
|
|
|
56
|
|
|||
All other, net
|
(23
|
)
|
|
5
|
|
|
(28
|
)
|
|||
Non-cash equity-based compensation
|
17
|
|
|
15
|
|
|
2
|
|
|||
Net gain/(loss) on disposal of assets
|
3
|
|
|
(1
|
)
|
|
4
|
|
|||
Net interest and other financial costs
|
657
|
|
|
389
|
|
|
268
|
|
|||
Current income taxes
|
1
|
|
|
1
|
|
|
—
|
|
|||
Asset retirement expenditures
|
1
|
|
|
7
|
|
|
(6
|
)
|
|||
Unrealized derivative (gains)/losses(1)
|
(7
|
)
|
|
18
|
|
|
(25
|
)
|
|||
Acquisition costs
|
14
|
|
|
3
|
|
|
11
|
|
|||
Other adjustments to equity method investment distributions
|
20
|
|
|
35
|
|
|
(15
|
)
|
|||
Other
|
1
|
|
|
—
|
|
|
1
|
|
|||
Adjusted EBITDA
|
3,808
|
|
|
2,577
|
|
|
1,231
|
|
|||
Adjusted EBITDA attributable to noncontrolling interests
|
(23
|
)
|
|
(13
|
)
|
|
(10
|
)
|
|||
Adjusted EBITDA attributable to Predecessor(2)
|
(770
|
)
|
|
—
|
|
|
(770
|
)
|
|||
Adjusted EBITDA attributable to MPLX LP(3)
|
3,015
|
|
|
2,564
|
|
|
451
|
|
|||
Deferred revenue impacts
|
67
|
|
|
24
|
|
|
43
|
|
|||
Net interest and other financial costs
|
(657
|
)
|
|
(389
|
)
|
|
(268
|
)
|
|||
Maintenance capital expenditures
|
(174
|
)
|
|
(98
|
)
|
|
(76
|
)
|
|||
Maintenance capital expenditures reimbursements
|
34
|
|
|
—
|
|
|
34
|
|
|||
Equity method investment capital expenditures paid out
|
(16
|
)
|
|
(22
|
)
|
|
6
|
|
|||
Other
|
16
|
|
|
1
|
|
|
15
|
|
|||
Portion of DCF adjustments attributable to Predecessor(2)
|
159
|
|
|
—
|
|
|
159
|
|
|||
DCF
|
2,444
|
|
|
2,080
|
|
|
364
|
|
|||
Preferred unit distributions
|
(92
|
)
|
|
(55
|
)
|
|
(37
|
)
|
|||
DCF attributable to GP and LP unitholders
|
2,352
|
|
|
2,025
|
|
|
327
|
|
|||
Adjusted EBITDA attributable to Predecessor
|
770
|
|
|
—
|
|
|
770
|
|
|||
Portion of DCF adjustments attributable to Predecessor
|
(159
|
)
|
|
—
|
|
|
(159
|
)
|
|||
DCF attributable to GP and LP unitholders (including Predecessor results)
|
$
|
2,963
|
|
|
$
|
2,025
|
|
|
$
|
938
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(In millions)
|
2019
|
|
2018
|
|
Variance
|
|
2019
|
|
2018
|
|
Variance
|
||||||||||||
Service revenue
|
$
|
976
|
|
|
$
|
602
|
|
|
$
|
374
|
|
|
$
|
2,787
|
|
|
$
|
1,682
|
|
|
$
|
1,105
|
|
Rental income
|
304
|
|
|
191
|
|
|
113
|
|
|
935
|
|
|
526
|
|
|
409
|
|
||||||
Product related revenue
|
22
|
|
|
5
|
|
|
17
|
|
|
57
|
|
|
10
|
|
|
47
|
|
||||||
Income from equity method investments
|
60
|
|
|
43
|
|
|
17
|
|
|
159
|
|
|
123
|
|
|
36
|
|
||||||
Other income
|
17
|
|
|
12
|
|
|
5
|
|
|
45
|
|
|
36
|
|
|
9
|
|
||||||
Total segment revenues and other income
|
1,379
|
|
|
853
|
|
|
526
|
|
|
3,983
|
|
|
2,377
|
|
|
1,606
|
|
||||||
Cost of revenues
|
262
|
|
|
92
|
|
|
170
|
|
|
707
|
|
|
282
|
|
|
425
|
|
||||||
Purchases - related parties
|
216
|
|
|
182
|
|
|
34
|
|
|
633
|
|
|
501
|
|
|
132
|
|
||||||
Depreciation and amortization
|
113
|
|
|
62
|
|
|
51
|
|
|
373
|
|
|
171
|
|
|
202
|
|
||||||
General and administrative expenses
|
59
|
|
|
38
|
|
|
21
|
|
|
152
|
|
|
108
|
|
|
44
|
|
||||||
Other taxes
|
16
|
|
|
11
|
|
|
5
|
|
|
43
|
|
|
28
|
|
|
15
|
|
||||||
Segment income from operations
|
713
|
|
|
468
|
|
|
245
|
|
|
2,075
|
|
|
1,287
|
|
|
788
|
|
||||||
Depreciation and amortization
|
113
|
|
|
62
|
|
|
51
|
|
|
373
|
|
|
171
|
|
|
202
|
|
||||||
Income from equity method investments
|
(60
|
)
|
|
(43
|
)
|
|
(17
|
)
|
|
(159
|
)
|
|
(123
|
)
|
|
(36
|
)
|
||||||
Distributions/adjustments related to equity method investments
|
70
|
|
|
57
|
|
|
13
|
|
|
184
|
|
|
164
|
|
|
20
|
|
||||||
Acquisition costs
|
9
|
|
|
—
|
|
|
9
|
|
|
14
|
|
|
3
|
|
|
11
|
|
||||||
Non-cash equity-based compensation
|
3
|
|
|
3
|
|
|
—
|
|
|
10
|
|
|
8
|
|
|
2
|
|
||||||
Other
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Adjusted EBITDA attributable to Predecessor
|
(83
|
)
|
|
—
|
|
|
(83
|
)
|
|
(603
|
)
|
|
—
|
|
|
(603
|
)
|
||||||
Segment adjusted EBITDA(1)
|
766
|
|
|
547
|
|
|
219
|
|
|
1,895
|
|
|
1,510
|
|
|
385
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Maintenance capital expenditures
|
$
|
57
|
|
|
$
|
31
|
|
|
$
|
26
|
|
|
$
|
128
|
|
|
$
|
78
|
|
|
$
|
50
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(In millions)
|
2019
|
|
2018
|
|
Variance
|
|
2019
|
|
2018
|
|
Variance
|
||||||||||||
Service revenue
|
$
|
555
|
|
|
$
|
422
|
|
|
$
|
133
|
|
|
$
|
1,627
|
|
|
$
|
1,154
|
|
|
$
|
473
|
|
Rental income
|
88
|
|
|
88
|
|
|
—
|
|
|
260
|
|
|
251
|
|
|
9
|
|
||||||
Product related revenue
|
207
|
|
|
311
|
|
|
(104
|
)
|
|
714
|
|
|
831
|
|
|
(117
|
)
|
||||||
Income from equity method investments
|
35
|
|
|
21
|
|
|
14
|
|
|
96
|
|
|
52
|
|
|
44
|
|
||||||
Other income
|
16
|
|
|
17
|
|
|
(1
|
)
|
|
45
|
|
|
45
|
|
|
—
|
|
||||||
Total segment revenues and other income
|
901
|
|
|
859
|
|
|
42
|
|
|
2,742
|
|
|
2,333
|
|
|
409
|
|
||||||
Cost of revenues
|
227
|
|
|
182
|
|
|
45
|
|
|
619
|
|
|
494
|
|
|
125
|
|
||||||
Purchased product costs
|
129
|
|
|
241
|
|
|
(112
|
)
|
|
489
|
|
|
632
|
|
|
(143
|
)
|
||||||
Purchases - related parties
|
87
|
|
|
46
|
|
|
41
|
|
|
261
|
|
|
127
|
|
|
134
|
|
||||||
Depreciation and amortization
|
189
|
|
|
139
|
|
|
50
|
|
|
543
|
|
|
394
|
|
|
149
|
|
||||||
General and administrative expenses
|
43
|
|
|
38
|
|
|
5
|
|
|
141
|
|
|
109
|
|
|
32
|
|
||||||
Other taxes
|
13
|
|
|
9
|
|
|
4
|
|
|
41
|
|
|
27
|
|
|
14
|
|
||||||
Segment income from operations
|
213
|
|
|
204
|
|
|
9
|
|
|
648
|
|
|
550
|
|
|
98
|
|
||||||
Depreciation and amortization
|
189
|
|
|
139
|
|
|
50
|
|
|
543
|
|
|
394
|
|
|
149
|
|
||||||
Income from equity method investments
|
(35
|
)
|
|
(21
|
)
|
|
(14
|
)
|
|
(96
|
)
|
|
(52
|
)
|
|
(44
|
)
|
||||||
Distributions/adjustments related to equity method investments
|
75
|
|
|
55
|
|
|
20
|
|
|
215
|
|
|
150
|
|
|
65
|
|
||||||
Unrealized derivative (gains)/losses(1)
|
(11
|
)
|
|
17
|
|
|
(28
|
)
|
|
(7
|
)
|
|
18
|
|
|
(25
|
)
|
||||||
Non-cash equity-based compensation
|
2
|
|
|
3
|
|
|
(1
|
)
|
|
7
|
|
|
7
|
|
|
—
|
|
||||||
Adjusted EBITDA attributable to Predecessor
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
|
(167
|
)
|
|
—
|
|
|
(167
|
)
|
||||||
Adjusted EBITDA attributable to noncontrolling interests
|
(9
|
)
|
|
(7
|
)
|
|
(2
|
)
|
|
(23
|
)
|
|
(13
|
)
|
|
(10
|
)
|
||||||
Segment Adjusted EBITDA(2)
|
399
|
|
|
390
|
|
|
9
|
|
|
1,120
|
|
|
1,054
|
|
|
66
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Maintenance capital expenditures
|
$
|
18
|
|
|
$
|
9
|
|
|
$
|
9
|
|
|
$
|
46
|
|
|
$
|
20
|
|
|
$
|
26
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
L&S
|
|
|
|
|
|
|
|
||||||||
Pipeline throughput (mbpd)
|
|
|
|
|
|
|
|
||||||||
Crude oil pipelines
|
3,367
|
|
|
2,208
|
|
|
3,240
|
|
|
2,149
|
|
||||
Product pipelines
|
1,859
|
|
|
1,182
|
|
|
1,875
|
|
|
1,135
|
|
||||
Total pipelines
|
5,226
|
|
|
3,390
|
|
|
5,115
|
|
|
3,284
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Average tariff rates ($ per barrel)(2)
|
|
|
|
|
|
|
|
||||||||
Crude oil pipelines
|
$
|
0.97
|
|
|
$
|
0.60
|
|
|
$
|
0.94
|
|
|
$
|
0.58
|
|
Product pipelines
|
0.77
|
|
|
0.86
|
|
|
0.73
|
|
|
0.80
|
|
||||
Total pipelines
|
$
|
0.90
|
|
|
$
|
0.69
|
|
|
$
|
0.86
|
|
|
$
|
0.66
|
|
|
|
|
|
|
|
|
|
||||||||
Terminal throughput (mbpd)
|
3,292
|
|
|
1,474
|
|
|
3,267
|
|
|
1,468
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Marine Assets (number in operation)(3)
|
|
|
|
|
|
|
|
||||||||
Barges
|
264
|
|
|
256
|
|
|
264
|
|
|
256
|
|
||||
Towboats
|
23
|
|
|
20
|
|
|
23
|
|
|
20
|
|
|
Three Months Ended
September 30, 2019 |
|
Three Months Ended
September 30, 2018 |
||||||||
|
MPLX LP(4)
|
|
MPLX LP Operated(5)
|
|
MPLX LP(4)
|
|
MPLX LP Operated(5)
|
||||
G&P
|
|
|
|
|
|
|
|
||||
Gathering Throughput (MMcf/d)
|
|
|
|
|
|
|
|
||||
Marcellus Operations
|
1,271
|
|
|
1,271
|
|
|
1,201
|
|
|
1,201
|
|
Utica Operations
|
—
|
|
|
2,381
|
|
|
—
|
|
|
1,936
|
|
Southwest Operations
|
1,653
|
|
|
1,653
|
|
|
1,599
|
|
|
1,600
|
|
Bakken Operations
|
149
|
|
|
149
|
|
|
—
|
|
|
—
|
|
Rockies Operations
|
627
|
|
|
827
|
|
|
—
|
|
|
—
|
|
Total gathering throughput
|
3,700
|
|
|
6,281
|
|
|
2,800
|
|
|
4,737
|
|
|
|
|
|
|
|
|
|
||||
Natural Gas Processed (MMcf/d)
|
|
|
|
|
|
|
|
||||
Marcellus Operations
|
4,264
|
|
|
5,300
|
|
|
4,004
|
|
|
4,609
|
|
Utica Operations
|
—
|
|
|
866
|
|
|
—
|
|
|
857
|
|
Southwest Operations
|
1,667
|
|
|
1,667
|
|
|
1,479
|
|
|
1,479
|
|
Southern Appalachian Operations
|
254
|
|
|
254
|
|
|
226
|
|
|
226
|
|
Bakken Operations
|
149
|
|
|
149
|
|
|
—
|
|
|
—
|
|
Rockies Operations
|
568
|
|
|
568
|
|
|
—
|
|
|
—
|
|
Total natural gas processed
|
6,902
|
|
|
8,804
|
|
|
5,709
|
|
|
7,171
|
|
|
|
|
|
|
|
|
|
||||
C2 + NGLs Fractionated (mbpd)
|
|
|
|
|
|
|
|
||||
Marcellus Operations(6)
|
433
|
|
|
433
|
|
|
405
|
|
|
405
|
|
Utica Operations(6)
|
—
|
|
|
49
|
|
|
—
|
|
|
49
|
|
Southwest Operations
|
19
|
|
|
19
|
|
|
20
|
|
|
20
|
|
Southern Appalachian Operations(7)
|
13
|
|
|
13
|
|
|
14
|
|
|
14
|
|
Bakken Operations
|
29
|
|
|
29
|
|
|
—
|
|
|
—
|
|
Rockies Operations
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
Total C2 + NGLs fractionated(8)
|
498
|
|
|
547
|
|
|
439
|
|
|
488
|
|
|
Nine Months Ended
September 30, 2019 |
|
Nine Months Ended
September 30, 2018 |
||||||||
|
MPLX LP(4)
|
|
MPLX LP Operated(5)
|
|
MPLX LP(4)
|
|
MPLX LP Operated(5)
|
||||
G&P
|
|
|
|
|
|
|
|
||||
Gathering Throughput (MMcf/d)
|
|
|
|
|
|
|
|
||||
Marcellus Operations
|
1,273
|
|
|
1,273
|
|
|
1,157
|
|
|
1,157
|
|
Utica Operations
|
—
|
|
|
2,186
|
|
|
—
|
|
|
1,722
|
|
Southwest Operations
|
1,618
|
|
|
1,618
|
|
|
1,523
|
|
|
1,524
|
|
Bakken Operations
|
149
|
|
|
149
|
|
|
—
|
|
|
—
|
|
Rockies Operations
|
639
|
|
|
835
|
|
|
—
|
|
|
—
|
|
Total gathering throughput
|
3,679
|
|
|
6,061
|
|
|
2,680
|
|
|
4,403
|
|
|
|
|
|
|
|
|
|
||||
Natural Gas Processed (MMcf/d)
|
|
|
|
|
|
|
|
||||
Marcellus Operations
|
4,211
|
|
|
5,218
|
|
|
3,775
|
|
|
4,338
|
|
Utica Operations
|
—
|
|
|
835
|
|
|
—
|
|
|
889
|
|
Southwest Operations
|
1,608
|
|
|
1,608
|
|
|
1,403
|
|
|
1,403
|
|
Southern Appalachian Operations
|
244
|
|
|
244
|
|
|
244
|
|
|
244
|
|
Bakken Operations
|
149
|
|
|
149
|
|
|
—
|
|
|
—
|
|
Rockies Operations
|
575
|
|
|
575
|
|
|
—
|
|
|
—
|
|
Total natural gas processed
|
6,787
|
|
|
8,629
|
|
|
5,422
|
|
|
6,874
|
|
|
|
|
|
|
|
|
|
||||
C2 + NGLs Fractionated (mbpd)
|
|
|
|
|
|
|
|
||||
Marcellus Operations(6)
|
431
|
|
|
431
|
|
|
374
|
|
|
374
|
|
Utica Operations(6)
|
—
|
|
|
45
|
|
|
—
|
|
|
46
|
|
Southwest Operations
|
13
|
|
|
13
|
|
|
18
|
|
|
18
|
|
Southern Appalachian Operations(7)
|
12
|
|
|
12
|
|
|
13
|
|
|
13
|
|
Bakken Operations
|
22
|
|
|
22
|
|
|
—
|
|
|
—
|
|
Rockies Operations
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
Total C2 + NGLs fractionated(8)
|
482
|
|
|
527
|
|
|
405
|
|
|
451
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Pricing Information
|
|
|
|
|
|
|
|
||||||||
Natural Gas NYMEX HH ($ per MMBtu)
|
$
|
2.33
|
|
|
$
|
2.86
|
|
|
$
|
2.57
|
|
|
$
|
2.85
|
|
C2 + NGL Pricing ($ per gallon)(9)
|
$
|
0.44
|
|
|
$
|
0.90
|
|
|
$
|
0.53
|
|
|
$
|
0.81
|
|
|
Nine Months Ended September 30,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
2,990
|
|
|
$
|
2,027
|
|
Investing activities
|
(2,189
|
)
|
|
(2,027
|
)
|
||
Financing activities
|
(845
|
)
|
|
30
|
|
||
Total
|
$
|
(44
|
)
|
|
$
|
30
|
|
(In millions)
|
September 30, 2019
|
|
December 31, 2018
|
||||
MPLX LP:
|
|
|
|
||||
Bank revolving credit facility due 2024
|
—
|
|
|
—
|
|
||
Term loan facility due 2021
|
500
|
|
|
—
|
|
||
Floating rate senior notes due September 2021
|
1,000
|
|
|
—
|
|
||
Floating rate senior notes due September 2022
|
1,000
|
|
|
—
|
|
||
6.250% senior notes due October 2022
|
266
|
|
|
—
|
|
||
3.500% senior notes due December 2022
|
486
|
|
|
—
|
|
||
3.375% senior notes due March 2023
|
500
|
|
|
500
|
|
||
4.500% senior notes due July 2023
|
989
|
|
|
989
|
|
||
6.375% senior notes due May 2024
|
381
|
|
|
—
|
|
||
4.875% senior notes due December 2024
|
1,149
|
|
|
1,149
|
|
||
5.250% senior notes due January 2025
|
708
|
|
|
—
|
|
||
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
|
|
||
4.250% senior notes due December 2027
|
732
|
|
|
—
|
|
||
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
|
|
||
5.200% senior notes due December 2047
|
487
|
|
|
—
|
|
||
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
|
|
||
ANDX - 3.500% - 6.375% senior notes, due 2019-2047
|
690
|
|
|
3,750
|
|
||
ANDX credit facilities
|
—
|
|
|
1,245
|
|
||
Financing lease obligations
|
20
|
|
|
21
|
|
||
Total
|
20,120
|
|
|
18,866
|
|
||
Unamortized debt issuance costs
|
(109
|
)
|
|
(97
|
)
|
||
Unamortized discount/premium
|
(311
|
)
|
|
(334
|
)
|
||
Amounts due within one year
|
(510
|
)
|
|
(513
|
)
|
||
Total long-term debt due after one year
|
$
|
19,190
|
|
|
$
|
17,922
|
|
Senior Notes
|
Interest payable semi-annually in arrears
|
6.250% senior notes due October 2022
|
April 15th and October 15th
|
3.500% senior notes due December 2022
|
June 1st and December 1st
|
6.375% senior notes due May 2024
|
May 1st and November 1st
|
5.250% senior notes due January 2025
|
January 15th and July 15th
|
4.250% senior notes due December 2027
|
June 1st and December 1st
|
5.200% senior notes due December 2047
|
June 1st and December 1st
|
Rating Agency
|
|
Rating
|
Moody’s
|
|
Baa2 (negative outlook)
|
Standard & Poor’s
|
|
BBB (stable outlook)
|
Fitch
|
|
BBB (stable outlook)
|
|
September 30, 2019
|
||||||||||
(In millions)
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Available
Capacity
|
||||||
Bank revolving credit facility due 2024(1)
|
$
|
3,500
|
|
|
$
|
(3
|
)
|
|
$
|
3,497
|
|
Term Loan Agreement
|
1,000
|
|
|
(500
|
)
|
|
500
|
|
|||
MPC Loan Agreement
|
1,500
|
|
|
(125
|
)
|
|
1,375
|
|
|||
Total liquidity
|
$
|
6,000
|
|
|
$
|
(628
|
)
|
|
5,372
|
|
|
Cash and cash equivalents
|
|
|
|
|
41
|
|
|||||
Total liquidity
|
|
|
|
|
$
|
5,413
|
|
(In units)
|
|
|
Balance at December 31, 2018
|
794,089,518
|
|
Unit-based compensation awards
|
287,019
|
|
Issuance of units in connection with the Merger
|
262,829,592
|
|
Conversion of Series A Preferred Units
|
1,148,330
|
|
Balance at September 30, 2019
|
1,058,354,459
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Distribution declared:
|
|
|
|
|
|
|
|
||||||||
Limited partner units - public
|
$
|
266
|
|
|
$
|
185
|
|
|
$
|
718
|
|
|
$
|
545
|
|
Limited partner units - MPC(1)
|
438
|
|
|
322
|
|
|
1,201
|
|
|
926
|
|
||||
Total GP & LP distribution declared
|
704
|
|
|
507
|
|
|
1,919
|
|
|
1,471
|
|
||||
Series A preferred units
|
20
|
|
|
19
|
|
|
61
|
|
|
55
|
|
||||
Series B preferred units
|
10
|
|
|
—
|
|
|
31
|
|
|
—
|
|
||||
Total distribution declared
|
734
|
|
|
526
|
|
|
2,011
|
|
|
1,526
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cash distributions declared per limited partner common unit
|
$
|
0.6775
|
|
|
$
|
0.6375
|
|
|
$
|
2.0025
|
|
|
$
|
1.8825
|
|
|
Nine Months Ended September 30,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Capital expenditures:
|
|
|
|
||||
Maintenance
|
$
|
174
|
|
|
$
|
98
|
|
Maintenance reimbursements
|
(34
|
)
|
|
—
|
|
||
Growth
|
1,479
|
|
|
1,382
|
|
||
Growth reimbursements
|
(17
|
)
|
|
—
|
|
||
Total capital expenditures
|
1,602
|
|
|
1,480
|
|
||
Less: Increase (decrease) in capital accruals
|
(67
|
)
|
|
90
|
|
||
Asset retirement expenditures
|
1
|
|
|
7
|
|
||
Additions to property, plant and equipment, net of reimbursements(1)
|
1,668
|
|
|
1,383
|
|
||
Investments in unconsolidated affiliates
|
494
|
|
|
215
|
|
||
Acquisitions
|
(5
|
)
|
|
451
|
|
||
Total capital expenditures and acquisitions
|
2,157
|
|
|
2,049
|
|
||
Less: Maintenance capital expenditures (including reimbursements)
|
140
|
|
|
98
|
|
||
Acquisitions
|
(5
|
)
|
|
451
|
|
||
Total growth capital expenditures(2)
|
$
|
2,022
|
|
|
$
|
1,500
|
|
(In millions)
|
Fair value as of September 30, 2019(1)
|
|
Change in Fair Value(2)
|
|
Change in Income Before Income Taxes for the Nine Months Ended September 30, 2019(3)
|
||||||
Long-term debt
|
|
|
|
|
|
||||||
Fixed-rate
|
$
|
18,783
|
|
|
$
|
1,820
|
|
|
N/A
|
|
|
Variable-rate
|
$
|
2,507
|
|
|
$
|
48
|
|
|
$
|
4
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
|
Filing Date
|
|
SEC File No.
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
1.1
|
|
|
8-K
|
|
1.1
|
|
|
9/9/2019
|
|
001-35714
|
|
|
|
|
|
2.1*
|
|
|
8-K
|
|
2.1
|
|
|
5/8/2019
|
|
001-35714
|
|
|
|
|
|
3.1
|
|
|
S-1
|
|
3.1
|
|
|
7/2/2012
|
|
333-182500
|
|
|
|
|
|
3.2
|
|
|
S-1/A
|
|
3.2
|
|
|
10/9/2012
|
|
333-182500
|
|
|
|
|
|
3.3
|
|
|
8-K/A
|
|
3.1
|
|
|
8/14/2019
|
|
001-35714
|
|
|
|
|
|
4.1
|
|
|
10-Q
|
|
4.3
|
|
|
10/31/2014
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
4.2
|
|
|
8-K
|
|
4.1
|
|
|
9/9/2019
|
|
001-35714
|
|
|
|
|
|
4.3
|
|
|
10-K
|
|
4.33
|
|
|
2/21/2017
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
4.4
|
|
|
8-K
|
|
4.2
|
|
|
9/9/2019
|
|
001-35714
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
|
Filing Date
|
|
SEC File No.
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
4.5
|
|
|
10-K
|
|
4.34
|
|
|
2/21/2017
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
4.6
|
|
|
8-K
|
|
4.3
|
|
|
9/9/2019
|
|
001-35714
|
|
|
|
|
|
4.7
|
|
|
8-K
|
|
4.1
|
|
|
11/28/2017
|
|
001-35143
(ANDX)
|
|
|
|
|
|
4.8
|
|
|
8-K
|
|
4.4
|
|
|
9/9/2019
|
|
001-35714
|
|
|
|
|
|
4.9
|
|
|
8-K
|
|
4.5
|
|
|
9/9/2019
|
|
001-35714
|
|
|
|
|
|
4.10
|
|
|
8-K
|
|
4.6
|
|
|
9/9/2019
|
|
001-35714
|
|
|
|
|
|
4.11
|
|
|
8-K
|
|
4.1
|
|
|
9/27/2019
|
|
001-35714
|
|
|
|
|
|
4.12
|
|
|
8-K
|
|
4.2
|
|
|
9/27/2019
|
|
001-35714
|
|
|
|
|
|
4.13
|
|
|
8-K
|
|
4.3
|
|
|
9/27/2019
|
|
001-35714
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
|
Filing Date
|
|
SEC File No.
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
4.14
|
|
|
8-K
|
|
4.4
|
|
|
9/27/2019
|
|
001-35714
|
|
|
|
|
|
4.15
|
|
|
8-K
|
|
4.5
|
|
|
9/27/2019
|
|
001-35714
|
|
|
|
|
|
4.16
|
|
|
8-K
|
|
4.6
|
|
|
9/27/2019
|
|
001-35714
|
|
|
|
|
|
4.17
|
|
|
8-K
|
|
4.7
|
|
|
9/27/2019
|
|
001-35714
|
|
|
|
|
|
10.10
|
|
|
8-K
|
|
10.1
|
|
|
5/8/2019
|
|
001-35714
|
|
|
|
|
|
10.20
|
|
|
8-K
|
|
10.1
|
|
|
8/1/2019
|
|
001-35714
|
|
|
|
|
|
10.30
|
|
|
8-K
|
|
10.2
|
|
|
8/1/2019
|
|
001-35714
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
|
Filing Date
|
|
SEC File No.
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
10.40
|
|
|
8-K
|
|
10.1
|
|
|
9/27/2019
|
|
001-35714
|
|
|
|
|
|
10.41
|
|
|
8-K
|
|
10.2
|
|
|
10/31/2017
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.42
|
|
|
10-K
|
|
10.77
|
|
|
2/28/2019
|
|
001-35054
|
|
|
|
|
|
10.43
|
|
|
8-K
|
|
10.3
|
|
|
8/1/2019
|
|
001-35054
|
|
|
|
|
|
10.44
|
|
|
10-Q
|
|
10.2
|
|
|
11/17/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.45
|
|
|
8-K
|
|
10.1
|
|
|
2/5/2019
|
|
001-35143
(ANDX)
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
|
Filing Date
|
|
SEC File No.
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
10.46
|
|
|
8-K
|
|
10.2
|
|
|
2/5/2019
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.47
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
10.48
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
10.49
|
|
|
8-K
|
|
10.9
|
|
|
12/8/2014
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.50
|
|
|
8-K
|
|
10.3
|
|
|
2/3/2016
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.51
|
|
|
8-K
|
|
10.2
|
|
|
10/16/2014
|
|
001-36114
(WNRL)
|
|
|
|
|
|
10.52
|
|
|
10-Q
|
|
10.20
|
|
|
8/7/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.53
|
|
|
8-K
|
|
10.1
|
|
|
10/16/2014
|
|
001-36114
(WNRL)
|
|
|
|
|
|
10.54
|
|
|
10-Q
|
|
10.7
|
|
|
8/7/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.55
|
|
|
10-Q
|
|
10.8
|
|
|
8/7/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
|
Filing Date
|
|
SEC File No.
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
10.56
|
|
|
10-Q
|
|
10.9
|
|
|
8/7/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.57
|
|
|
10-Q
|
|
10.10
|
|
|
8/7/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.58
|
|
|
10-Q
|
|
10.11
|
|
|
8/7/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
|
31.10
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
31.20
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
32.10
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
||
32.20
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
||
101.INS
|
|
XBRL Instance Document: The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
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: November 4, 2019
|
By:
|
|
/s/ C. Kristopher Hagedorn
|
|
|
|
C. Kristopher Hagedorn
|
|
|
|
Vice President and Controller of MPLX GP LLC (the general partner of MPLX LP)
|
MPLX GP LLC
|
|
|
|
|
|
By:
|
|
|
Authorized Officer
|
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: November 4, 2019
|
|
/s/ Michael J. Hennigan
|
|
|
Michael J. Hennigan
|
|
|
President 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: November 4, 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: November 4, 2019
|
|
|
|
|
|
/s/ Michael J. Hennigan
|
|
|
Michael J. Hennigan
|
|
|
President 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: November 4, 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)
|
|
|