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(Mark One)
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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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|
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27-0005456
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||
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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200 E. Hardin Street,
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Findlay,
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Ohio
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45840
|
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(Address of principal executive offices)
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(Zip code)
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Securities Registered pursuant to Section 12(b) of the Act
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||
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
|
☐
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|
|
Emerging growth company
|
☐
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Page
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|
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|
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|
|
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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
|
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
|
The related assets, liabilities and results of operations of ANDX prior to the date of the Merger, 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
|
Wholesale Exchange
|
The transfer to MPC of the Western wholesale distribution business, which MPLX acquired as a result of its acquisition of ANDX on July 31, 2020.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions, except per unit data)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
||||||||
Service revenue
|
$
|
604
|
|
|
$
|
632
|
|
|
$
|
1,779
|
|
|
$
|
1,865
|
|
Service revenue - related parties
|
909
|
|
|
899
|
|
|
2,694
|
|
|
2,549
|
|
||||
Service revenue - product related
|
41
|
|
|
26
|
|
|
102
|
|
|
86
|
|
||||
Rental income
|
102
|
|
|
99
|
|
|
296
|
|
|
291
|
|
||||
Rental income - related parties
|
241
|
|
|
293
|
|
|
712
|
|
|
904
|
|
||||
Product sales
|
165
|
|
|
171
|
|
|
454
|
|
|
576
|
|
||||
Product sales - related parties
|
37
|
|
|
32
|
|
|
100
|
|
|
109
|
|
||||
Income/(loss) from equity method investments(1)
|
83
|
|
|
95
|
|
|
(1,012
|
)
|
|
255
|
|
||||
Other income
|
2
|
|
|
2
|
|
|
5
|
|
|
6
|
|
||||
Other income - related parties
|
63
|
|
|
31
|
|
|
190
|
|
|
84
|
|
||||
Total revenues and other income
|
2,247
|
|
|
2,280
|
|
|
5,320
|
|
|
6,725
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenues (excludes items below)
|
323
|
|
|
407
|
|
|
1,006
|
|
|
1,099
|
|
||||
Purchased product costs
|
152
|
|
|
129
|
|
|
374
|
|
|
489
|
|
||||
Rental cost of sales
|
33
|
|
|
37
|
|
|
101
|
|
|
103
|
|
||||
Rental cost of sales - related parties
|
32
|
|
|
45
|
|
|
119
|
|
|
124
|
|
||||
Purchases - related parties
|
297
|
|
|
303
|
|
|
853
|
|
|
894
|
|
||||
Depreciation and amortization
|
346
|
|
|
302
|
|
|
992
|
|
|
916
|
|
||||
Impairment expense
|
—
|
|
|
—
|
|
|
2,165
|
|
|
—
|
|
||||
General and administrative expenses
|
96
|
|
|
102
|
|
|
289
|
|
|
293
|
|
||||
Restructuring expenses
|
36
|
|
|
—
|
|
|
36
|
|
|
—
|
|
||||
Other taxes
|
33
|
|
|
29
|
|
|
94
|
|
|
84
|
|
||||
Total costs and expenses
|
1,348
|
|
|
1,354
|
|
|
6,029
|
|
|
4,002
|
|
||||
Income/(loss) from operations
|
899
|
|
|
926
|
|
|
(709
|
)
|
|
2,723
|
|
||||
Related party interest and other financial costs
|
—
|
|
|
5
|
|
|
4
|
|
|
8
|
|
||||
Interest expense (net of amounts capitalized of $8 million, $13 million, $31 million and $36 million, respectively)
|
207
|
|
|
212
|
|
|
624
|
|
|
640
|
|
||||
Other financial costs
|
17
|
|
|
16
|
|
|
49
|
|
|
38
|
|
||||
Income/(loss) before income taxes
|
675
|
|
|
693
|
|
|
(1,386
|
)
|
|
2,037
|
|
||||
Provision for income taxes
|
1
|
|
|
4
|
|
|
1
|
|
|
2
|
|
||||
Net income/(loss)
|
674
|
|
|
689
|
|
|
(1,387
|
)
|
|
2,035
|
|
||||
Less: Net income attributable to noncontrolling interests
|
9
|
|
|
8
|
|
|
24
|
|
|
20
|
|
||||
Less: Net income attributable to Predecessor
|
—
|
|
|
52
|
|
|
—
|
|
|
401
|
|
||||
Net income/(loss) attributable to MPLX LP
|
665
|
|
|
629
|
|
|
(1,411
|
)
|
|
1,614
|
|
||||
Less: Series A preferred unit distributions
|
20
|
|
|
20
|
|
|
61
|
|
|
61
|
|
||||
Less: Series B preferred unit distributions
|
10
|
|
|
7
|
|
|
31
|
|
|
7
|
|
||||
Limited partners’ interest in net income/(loss) attributable to MPLX LP
|
$
|
635
|
|
|
$
|
602
|
|
|
$
|
(1,503
|
)
|
|
$
|
1,546
|
|
Per Unit Data (See Note 6)
|
|
|
|
|
|
|
|
||||||||
Net income/(loss) attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Common - basic
|
$
|
0.61
|
|
|
$
|
0.61
|
|
|
$
|
(1.43
|
)
|
|
$
|
1.78
|
|
Common - diluted
|
$
|
0.61
|
|
|
$
|
0.61
|
|
|
$
|
(1.43
|
)
|
|
$
|
1.78
|
|
Weighted average limited partner units outstanding:
|
|
|
|
|
|
|
|
||||||||
Common - basic
|
1,046
|
|
|
974
|
|
|
1,054
|
|
|
855
|
|
||||
Common - diluted
|
1,047
|
|
|
975
|
|
|
1,054
|
|
|
855
|
|
(1)
|
The nine months ended September 30, 2020 includes $1,264 million of impairment expense. See Note 4.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net income/(loss)
|
$
|
674
|
|
|
$
|
689
|
|
|
$
|
(1,387
|
)
|
|
$
|
2,035
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Remeasurements of pension and other postretirement benefits related to equity method investments, net of tax
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
||||
Comprehensive income/(loss)
|
674
|
|
|
689
|
|
|
(1,388
|
)
|
|
2,036
|
|
||||
Less comprehensive income attributable to:
|
|
|
|
|
|
|
|
||||||||
Noncontrolling interests
|
9
|
|
|
8
|
|
|
24
|
|
|
20
|
|
||||
Income attributable to Predecessor
|
—
|
|
|
52
|
|
|
—
|
|
|
401
|
|
||||
Comprehensive income/(loss) attributable to MPLX LP
|
$
|
665
|
|
|
$
|
629
|
|
|
$
|
(1,412
|
)
|
|
$
|
1,615
|
|
(In millions)
|
September 30, 2020
|
|
December 31, 2019
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
28
|
|
|
$
|
15
|
|
Receivables, net
|
477
|
|
|
593
|
|
||
Current assets - related parties
|
591
|
|
|
656
|
|
||
Inventories
|
117
|
|
|
110
|
|
||
Other current assets
|
59
|
|
|
110
|
|
||
Total current assets
|
1,272
|
|
|
1,484
|
|
||
Equity method investments
|
4,081
|
|
|
5,275
|
|
||
Property, plant and equipment, net
|
21,615
|
|
|
22,145
|
|
||
Intangibles, net
|
991
|
|
|
1,270
|
|
||
Goodwill
|
7,657
|
|
|
9,536
|
|
||
Right of use assets, net
|
323
|
|
|
365
|
|
||
Noncurrent assets - related parties
|
675
|
|
|
303
|
|
||
Other noncurrent assets
|
48
|
|
|
52
|
|
||
Total assets
|
36,662
|
|
|
40,430
|
|
||
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
140
|
|
|
242
|
|
||
Accrued liabilities
|
169
|
|
|
187
|
|
||
Current liabilities - related parties
|
364
|
|
|
1,008
|
|
||
Accrued property, plant and equipment
|
121
|
|
|
283
|
|
||
Long-term debt due within one year
|
307
|
|
|
9
|
|
||
Accrued interest payable
|
207
|
|
|
210
|
|
||
Operating lease liabilities
|
65
|
|
|
66
|
|
||
Other current liabilities
|
158
|
|
|
127
|
|
||
Total current liabilities
|
1,531
|
|
|
2,132
|
|
||
Long-term deferred revenue
|
291
|
|
|
217
|
|
||
Long-term liabilities - related parties
|
281
|
|
|
290
|
|
||
Long-term debt
|
20,042
|
|
|
19,704
|
|
||
Deferred income taxes
|
12
|
|
|
12
|
|
||
Long-term operating lease liabilities
|
258
|
|
|
302
|
|
||
Deferred credits and other liabilities
|
184
|
|
|
192
|
|
||
Total liabilities
|
22,599
|
|
|
22,849
|
|
||
Commitments and contingencies (see Note 21)
|
|
|
|
||||
Series A preferred units
|
968
|
|
|
968
|
|
||
Equity
|
|
|
|
||||
Common unitholders - public (393 million and 392 million units issued and outstanding)
|
9,436
|
|
|
10,800
|
|
||
Common unitholder - MPC (647 million and 666 million units issued and outstanding)
|
2,827
|
|
|
4,968
|
|
||
Series B preferred units (.6 million and .6 million units issued and outstanding)
|
601
|
|
|
611
|
|
||
Accumulated other comprehensive loss
|
(16
|
)
|
|
(15
|
)
|
||
Total MPLX LP partners’ capital
|
12,848
|
|
|
16,364
|
|
||
Noncontrolling interests
|
247
|
|
|
249
|
|
||
Total equity
|
13,095
|
|
|
16,613
|
|
||
Total liabilities, preferred units and equity
|
$
|
36,662
|
|
|
$
|
40,430
|
|
|
Nine Months Ended
September 30, |
||||||
(In millions)
|
2020
|
|
2019
|
||||
Increase/(decrease) in cash, cash equivalents and restricted cash
|
|
|
|
||||
Operating activities:
|
|
|
|
||||
Net (loss)/income
|
$
|
(1,387
|
)
|
|
$
|
2,035
|
|
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
|
|
|
|
||||
Amortization of deferred financing costs
|
44
|
|
|
29
|
|
||
Depreciation and amortization
|
992
|
|
|
916
|
|
||
Impairment expense
|
2,165
|
|
|
—
|
|
||
Deferred income taxes
|
(1
|
)
|
|
1
|
|
||
Asset retirement expenditures
|
—
|
|
|
(1
|
)
|
||
Loss/(gain) on disposal of assets
|
1
|
|
|
(3
|
)
|
||
Loss/(income) from equity method investments(1)
|
1,012
|
|
|
(255
|
)
|
||
Distributions from unconsolidated affiliates
|
350
|
|
|
379
|
|
||
Changes in:
|
|
|
|
||||
Current receivables
|
69
|
|
|
38
|
|
||
Inventories
|
(8
|
)
|
|
(3
|
)
|
||
Fair value of derivatives
|
1
|
|
|
(4
|
)
|
||
Current accounts payable and accrued liabilities
|
(27
|
)
|
|
(81
|
)
|
||
Current assets/current liabilities - related parties
|
36
|
|
|
(148
|
)
|
||
Right of use assets/operating lease liabilities
|
(2
|
)
|
|
6
|
|
||
Deferred revenue
|
85
|
|
|
58
|
|
||
All other, net
|
6
|
|
|
23
|
|
||
Net cash provided by operating activities
|
3,336
|
|
|
2,990
|
|
||
Investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(982
|
)
|
|
(1,720
|
)
|
||
Acquisitions, net of cash acquired
|
—
|
|
|
6
|
|
||
Disposal of assets
|
54
|
|
|
14
|
|
||
Investments in unconsolidated affiliates
|
(244
|
)
|
|
(494
|
)
|
||
Distributions from unconsolidated affiliates - return of capital
|
112
|
|
|
2
|
|
||
All other, net
|
—
|
|
|
3
|
|
||
Net cash used in investing activities
|
(1,060
|
)
|
|
(2,189
|
)
|
||
Financing activities:
|
|
|
|
||||
Long-term debt - borrowings
|
5,990
|
|
|
8,674
|
|
||
- repayments
|
(5,372
|
)
|
|
(7,423
|
)
|
||
Related party debt - borrowings
|
4,870
|
|
|
7,708
|
|
||
- repayments
|
(5,464
|
)
|
|
(7,583
|
)
|
||
Debt issuance costs
|
(23
|
)
|
|
(20
|
)
|
||
Distributions to noncontrolling interests
|
(26
|
)
|
|
(20
|
)
|
||
Distributions to Series A preferred unitholders
|
(61
|
)
|
|
(61
|
)
|
||
Distributions to Series B preferred unitholders
|
(41
|
)
|
|
(21
|
)
|
||
Distributions to unitholders and general partner
|
(2,162
|
)
|
|
(1,731
|
)
|
||
Distributions to common and Series B preferred unitholders from Predecessor
|
—
|
|
|
(502
|
)
|
||
Contributions from MPC
|
34
|
|
|
52
|
|
||
Contributions from noncontrolling interests
|
—
|
|
|
94
|
|
||
All other, net
|
(8
|
)
|
|
(12
|
)
|
||
Net cash used in financing activities
|
(2,263
|
)
|
|
(845
|
)
|
||
Net increase/(decrease) in cash, cash equivalents and restricted cash
|
13
|
|
|
(44
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
15
|
|
|
85
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
28
|
|
|
$
|
41
|
|
(1)
|
The 2020 period includes $1,264 million of impairment expense. See Note 4.
|
MPLX LP
Consolidated Statements of Equity (Unaudited)
|
|||||||||||||||||||||||||||
|
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
|
||||||||||||||
Balance at December 31, 2019
|
$
|
10,800
|
|
|
$
|
4,968
|
|
|
$
|
611
|
|
|
$
|
(15
|
)
|
|
$
|
249
|
|
|
$
|
—
|
|
|
$
|
16,613
|
|
Net (loss)/income (excludes amounts attributable to preferred units)
|
(1,022
|
)
|
|
(1,733
|
)
|
|
11
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
(2,736
|
)
|
|||||||
Distributions to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unitholders
|
(271
|
)
|
|
(446
|
)
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(738
|
)
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||||
Contributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
MPC
|
—
|
|
|
225
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225
|
|
|||||||
Other
|
2
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Balance at March 31, 2020
|
9,509
|
|
|
3,014
|
|
|
601
|
|
|
(16
|
)
|
|
248
|
|
|
—
|
|
|
13,356
|
|
|||||||
Net income (excludes amounts attributable to preferred units)
|
229
|
|
|
388
|
|
|
10
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
634
|
|
|||||||
Distributions to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unitholders
|
(270
|
)
|
|
(458
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(728
|
)
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||||
Contributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
MPC
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||||
Other
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||
Balance at June 30, 2020
|
9,469
|
|
|
2,951
|
|
|
611
|
|
|
(16
|
)
|
|
247
|
|
|
—
|
|
|
13,262
|
|
|||||||
Net income (excludes amounts attributable to preferred units)
|
236
|
|
|
399
|
|
|
10
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
654
|
|
|||||||
Distributions to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unitholders
|
(271
|
)
|
|
(445
|
)
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(736
|
)
|
|||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||||
Contributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
MPC
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|||||||
Wholesale Exchange
|
—
|
|
|
(90
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90
|
)
|
|||||||
Other
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Balance at September 30, 2020
|
$
|
9,436
|
|
|
$
|
2,827
|
|
|
$
|
601
|
|
|
$
|
(16
|
)
|
|
$
|
247
|
|
|
$
|
—
|
|
|
$
|
13,095
|
|
(In millions)
|
|
Impairment
|
|
Footnote Reference
|
||
Goodwill
|
|
$
|
1,814
|
|
|
12
|
Equity method investments
|
|
1,264
|
|
|
4
|
|
Intangibles, net
|
|
177
|
|
|
12
|
|
Property, plant and equipment, net
|
|
174
|
|
|
11
|
|
Total impairments
|
|
$
|
3,429
|
|
|
|
ASU
|
|
|
Effective Date
|
2018-13
|
Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement
|
|
January 1, 2020
|
2020-04
|
Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting
|
|
April 1, 2020
|
|
Ownership as of
|
|
Carrying value at
|
||||||
|
September 30,
|
|
September 30,
|
|
December 31,
|
||||
(In millions, except ownership percentages)
|
2020
|
|
2020
|
|
2019
|
||||
L&S
|
|
|
|
|
|
||||
MarEn Bakken Company LLC(1)
|
25%
|
|
$
|
469
|
|
|
$
|
481
|
|
Illinois Extension Pipeline Company, L.L.C.
|
35%
|
|
261
|
|
|
265
|
|
||
LOOP LLC
|
41%
|
|
249
|
|
|
238
|
|
||
Andeavor Logistics Rio Pipeline LLC(2)
|
67%
|
|
195
|
|
|
202
|
|
||
Minnesota Pipe Line Company, LLC
|
17%
|
|
189
|
|
|
190
|
|
||
Whistler Pipeline LLC(2)
|
38%
|
|
184
|
|
|
134
|
|
||
Explorer Pipeline Company
|
25%
|
|
78
|
|
|
83
|
|
||
W2W Holdings LLC(2)(3)
|
50%
|
|
77
|
|
|
—
|
|
||
Wink to Webster Pipeline LLC(2)(3)
|
15%
|
|
—
|
|
|
126
|
|
||
Other(2)
|
|
|
100
|
|
|
55
|
|
||
Total L&S
|
|
|
1,802
|
|
|
1,774
|
|
||
G&P
|
|
|
|
|
|
||||
MarkWest Utica EMG, L.L.C.(2)
|
57%
|
|
720
|
|
|
1,984
|
|
||
Sherwood Midstream LLC(2)
|
50%
|
|
560
|
|
|
537
|
|
||
MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C.(2)
|
67%
|
|
307
|
|
|
302
|
|
||
Rendezvous Gas Services, L.L.C.(2)
|
78%
|
|
164
|
|
|
170
|
|
||
Sherwood Midstream Holdings LLC(2)
|
51%
|
|
151
|
|
|
157
|
|
||
Centrahoma Processing LLC
|
40%
|
|
147
|
|
|
153
|
|
||
Other(2)
|
|
|
230
|
|
|
198
|
|
||
Total G&P
|
|
|
2,279
|
|
|
3,501
|
|
||
Total
|
|
|
$
|
4,081
|
|
|
$
|
5,275
|
|
(1)
|
The investment in MarEn Bakken Company LLC includes our 9.19 percent indirect interest in a joint venture (“Dakota Access”) that owns and operates the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects, collectively referred to as the Bakken Pipeline system or DAPL.
|
(2)
|
Investments deemed to be VIEs. Some investments included within “Other” have also been deemed to be VIEs.
|
(3)
|
During the nine months ended September 30, 2020, we contributed our ownership in Wink to Webster Pipeline LLC to W2W Holdings LLC.
|
|
Nine Months Ended September 30, 2020
|
||||||||||
(In millions)
|
VIEs
|
|
Non-VIEs
|
|
Total
|
||||||
Revenues and other income
|
$
|
132
|
|
|
$
|
933
|
|
|
$
|
1,065
|
|
Costs and expenses
|
308
|
|
|
405
|
|
|
713
|
|
|||
Income from operations
|
(176
|
)
|
|
528
|
|
|
352
|
|
|||
Net income
|
(230
|
)
|
|
477
|
|
|
247
|
|
|||
(Loss)/income from equity method investments(1)
|
$
|
(1,138
|
)
|
|
$
|
126
|
|
|
$
|
(1,012
|
)
|
(1)
|
Includes the impact of any basis differential amortization or accretion in addition to the impairment of $1,264 million.
|
|
Nine Months Ended September 30, 2019
|
||||||||||
(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(1)
|
$
|
89
|
|
|
$
|
166
|
|
|
$
|
255
|
|
(1)
|
Includes the impact of any basis differential amortization or accretion.
|
|
September 30, 2020
|
||||||||||
(In millions)
|
VIEs
|
|
Non-VIEs
|
|
Total
|
||||||
Current assets
|
$
|
774
|
|
|
$
|
367
|
|
|
$
|
1,141
|
|
Noncurrent assets
|
6,398
|
|
|
5,024
|
|
|
11,422
|
|
|||
Current liabilities
|
304
|
|
|
194
|
|
|
498
|
|
|||
Noncurrent liabilities
|
$
|
1,611
|
|
|
$
|
857
|
|
|
$
|
2,468
|
|
|
December 31, 2019
|
||||||||||
(In millions)
|
VIEs
|
|
Non-VIEs
|
|
Total
|
||||||
Current assets
|
$
|
534
|
|
|
$
|
330
|
|
|
$
|
864
|
|
Noncurrent assets
|
5,862
|
|
|
5,134
|
|
|
10,996
|
|
|||
Current liabilities
|
192
|
|
|
245
|
|
|
437
|
|
|||
Noncurrent liabilities
|
$
|
305
|
|
|
$
|
822
|
|
|
$
|
1,127
|
|
(In millions)
|
Nine Months Ended September 30, 2020
|
|
Year Ended December 31, 2019
|
||||
Borrowings
|
$
|
4,870
|
|
|
$
|
8,540
|
|
Average interest rate of borrowings
|
2.380
|
%
|
|
3.441
|
%
|
||
Repayments
|
$
|
5,464
|
|
|
$
|
7,946
|
|
Outstanding balance at end of period(1)
|
$
|
—
|
|
|
$
|
594
|
|
(1)
|
Included in “Current liabilities - related parties” on the Consolidated Balance Sheets.
|
(In millions)
|
Year Ended December 31, 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)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Service revenues - related parties
|
|
|
|
|
|
|
|
||||||||
MPC
|
$
|
908
|
|
|
$
|
899
|
|
|
$
|
2,692
|
|
|
$
|
2,549
|
|
Other
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Total Service revenue - related parties
|
909
|
|
|
899
|
|
|
2,694
|
|
|
2,549
|
|
||||
Rental income - related parties
|
|
|
|
|
|
|
|
||||||||
MPC
|
241
|
|
|
293
|
|
|
712
|
|
|
904
|
|
||||
Product sales - related parties(1)
|
|
|
|
|
|
|
|
||||||||
MPC
|
37
|
|
|
32
|
|
|
100
|
|
|
109
|
|
||||
Other income - related parties
|
|
|
|
|
|
|
|
||||||||
MPC
|
48
|
|
|
14
|
|
|
144
|
|
|
34
|
|
||||
Other
|
15
|
|
|
17
|
|
|
46
|
|
|
50
|
|
||||
Total Other income - related parties
|
$
|
63
|
|
|
$
|
31
|
|
|
$
|
190
|
|
|
$
|
84
|
|
(1)
|
There were additional product sales to MPC that net to zero within the consolidated financial statements as the transactions are recorded net due to the terms of the agreements under which such product was sold. For the three and nine months ended September 30, 2020, these sales totaled $107 million and $332 million, respectively. For the three and nine months ended September 30, 2019, these sales totaled $301 million and $819 million, respectively.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Rental cost of sales - related parties
|
|
|
|
|
|
|
|
||||||||
MPC
|
$
|
32
|
|
|
$
|
45
|
|
|
$
|
119
|
|
|
$
|
124
|
|
Purchases - related parties
|
|
|
|
|
|
|
|
||||||||
MPC
|
293
|
|
|
297
|
|
|
840
|
|
|
878
|
|
||||
Other
|
4
|
|
|
6
|
|
|
13
|
|
|
16
|
|
||||
Total Purchase - related parties
|
297
|
|
|
303
|
|
|
853
|
|
|
894
|
|
||||
General and administrative expenses
|
|
|
|
|
|
|
|
||||||||
MPC
|
63
|
|
|
59
|
|
|
195
|
|
|
174
|
|
||||
Restructuring expenses
|
|
|
|
|
|
|
|
||||||||
MPC
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
—
|
|
(In millions)
|
September 30, 2020
|
|
December 31, 2019
|
||||
Current assets - related parties
|
|
|
|
||||
Receivables - MPC
|
$
|
543
|
|
|
$
|
621
|
|
Receivables - Other
|
7
|
|
|
22
|
|
||
Prepaid - MPC
|
11
|
|
|
9
|
|
||
Other - MPC
|
1
|
|
|
—
|
|
||
Lease Receivables - MPC
|
29
|
|
|
4
|
|
||
Total
|
591
|
|
|
656
|
|
||
Noncurrent assets - related parties
|
|
|
|
||||
Long-term receivables - MPC
|
32
|
|
|
21
|
|
||
Right of use assets - MPC
|
231
|
|
|
232
|
|
||
Long-term lease receivables - MPC
|
390
|
|
|
43
|
|
||
Unguaranteed residual asset - MPC
|
22
|
|
|
7
|
|
||
Total
|
675
|
|
|
303
|
|
||
Current liabilities - related parties
|
|
|
|
||||
Payables - MPC
|
247
|
|
|
911
|
|
||
Payables - Other
|
42
|
|
|
37
|
|
||
Operating lease liabilities - MPC
|
1
|
|
|
1
|
|
||
Deferred revenue - Minimum volume deficiencies - MPC
|
54
|
|
|
42
|
|
||
Deferred revenue - Project reimbursements - MPC
|
19
|
|
|
16
|
|
||
Deferred revenue - Project reimbursements - Other
|
1
|
|
|
1
|
|
||
Total
|
364
|
|
|
1,008
|
|
||
Long-term liabilities - related parties
|
|
|
|
||||
Long-term operating lease liabilities - MPC
|
230
|
|
|
230
|
|
||
Long-term deferred revenue - Project reimbursements - MPC
|
45
|
|
|
53
|
|
||
Long-term deferred revenue - Project reimbursements - Other
|
6
|
|
|
7
|
|
||
Total
|
$
|
281
|
|
|
$
|
290
|
|
|
Nine Months Ended September 30,
|
||
|
2020
|
|
2019
|
Common Units
|
ü
|
|
ü
|
Equity-based compensation awards
|
ü
|
|
ü
|
Series A preferred units
|
ü
|
|
ü
|
Series B preferred units
|
ü
|
|
ü
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net income/(loss) attributable to MPLX LP
|
$
|
665
|
|
|
$
|
629
|
|
|
$
|
(1,411
|
)
|
|
$
|
1,614
|
|
Less: Distributions declared on Series A preferred units(1)
|
20
|
|
|
20
|
|
|
61
|
|
|
61
|
|
||||
Distributions declared on Series B preferred units(1)
|
10
|
|
|
10
|
|
|
31
|
|
|
31
|
|
||||
Limited partners’ distributions declared on MPLX common units (including common units of general partner)(1)(2)
|
715
|
|
|
704
|
|
|
2,158
|
|
|
1,919
|
|
||||
Undistributed net loss attributable to MPLX LP
|
$
|
(80
|
)
|
|
$
|
(105
|
)
|
|
$
|
(3,661
|
)
|
|
$
|
(397
|
)
|
(1)
|
See Note 7 for distribution information.
|
(2)
|
The three and nine months ended September 30, 2019 amounts are net of $12.5 million and $25 million, respectively, of waived distributions with respect to units held by MPC and its affiliates.
|
|
Three Months Ended September 30, 2020
|
||||||||||||||
(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
|
$
|
715
|
|
|
$
|
20
|
|
|
$
|
10
|
|
|
$
|
745
|
|
Undistributed net loss attributable to MPLX LP
|
(80
|
)
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
||||
Net income attributable to MPLX LP(1)
|
$
|
635
|
|
|
$
|
20
|
|
|
$
|
10
|
|
|
$
|
665
|
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
1,046
|
|
|
|
|
|
|
|
|||||||
Diluted
|
1,047
|
|
|
|
|
|
|
|
|||||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.61
|
|
|
|
|
|
|
|
||||||
Diluted
|
$
|
0.61
|
|
|
|
|
|
|
|
(1)
|
Allocation of net income attributable to MPLX LP assumes all earnings for the period had been distributed based on the distribution priorities applicable to the period.
|
|
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
|
|
|
|
|
|
|
|
|||||||
Diluted(2)
|
975
|
|
|
|
|
|
|
|
|||||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.61
|
|
|
|
|
|
|
|
|
|||||
Diluted
|
$
|
0.61
|
|
|
|
|
|
|
|
|
(1)
|
Allocation of net income attributable to MPLX LP assumes all earnings for the period had been distributed based on the distribution priorities applicable to the period.
|
(2)
|
The Series B preferred units and the MPLX common units issued in connection with the Merger were not outstanding during the entire three months ended September 30, 2019. See Notes 3 and 7 for additional information about the treatment of these units.
|
|
Nine Months Ended September 30, 2020
|
||||||||||||||
(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
|
$
|
2,158
|
|
|
$
|
61
|
|
|
$
|
31
|
|
|
$
|
2,250
|
|
Undistributed net loss attributable to MPLX LP
|
(3,661
|
)
|
|
—
|
|
|
—
|
|
|
(3,661
|
)
|
||||
Net (loss)/income attributable to MPLX LP(1)
|
$
|
(1,503
|
)
|
|
$
|
61
|
|
|
$
|
31
|
|
|
$
|
(1,411
|
)
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
1,054
|
|
|
|
|
|
|
|
|||||||
Diluted
|
1,054
|
|
|
|
|
|
|
|
|||||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(1.43
|
)
|
|
|
|
|
|
|
||||||
Diluted
|
$
|
(1.43
|
)
|
|
|
|
|
|
|
(1)
|
Allocation of net income attributable to MPLX LP assumes all earnings for the period had been distributed based on the distribution priorities applicable to the period.
|
|
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
|
|
|
|
|
|
|
|
|||||||
Diluted(2)
|
855
|
|
|
|
|
|
|
|
|||||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.78
|
|
|
|
|
|
|
|
||||||
Diluted
|
$
|
1.78
|
|
|
|
|
|
|
|
(1)
|
Allocation of net income attributable to MPLX LP assumes all earnings for the period had been distributed based on the distribution priorities applicable to the period.
|
(2)
|
The Series B preferred units and the MPLX common units issued in connection with the Merger were not outstanding during the entire nine months ended September 30, 2019. See Notes 3 and 7 for additional information about the treatment of these units.
|
(In units)
|
Common
|
|
Balance at December 31, 2019
|
1,058,355,471
|
|
Unit-based compensation awards
|
395,091
|
|
Units redeemed in Wholesale Exchange
|
(18,582,088
|
)
|
Balance at September 30, 2020
|
1,040,168,474
|
|
(In millions)
|
Series B Preferred Units
|
||
Balance at December 31, 2019
|
$
|
611
|
|
Net income allocated
|
31
|
|
|
Distributions received by Series B preferred unitholders
|
(41
|
)
|
|
Balance at September 30, 2020
|
$
|
601
|
|
(Per common unit)
|
2020
|
|
2019
|
||||
March 31,
|
$
|
0.6875
|
|
|
$
|
0.6575
|
|
June 30,
|
0.6875
|
|
|
0.6675
|
|
||
September 30,
|
$
|
0.6875
|
|
|
$
|
0.6775
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Common and preferred unit distributions:
|
|
|
|
|
|
|
|
||||||||
Common unitholders, includes common units of general partner
|
$
|
715
|
|
|
$
|
704
|
|
|
$
|
2,158
|
|
|
$
|
1,919
|
|
Series A preferred unit distributions
|
20
|
|
|
20
|
|
|
61
|
|
|
61
|
|
||||
Series B preferred unit distributions
|
10
|
|
|
10
|
|
|
31
|
|
|
31
|
|
||||
Total cash distributions declared
|
$
|
745
|
|
|
$
|
734
|
|
|
$
|
2,250
|
|
|
$
|
2,011
|
|
(In millions)
|
Redeemable Series A Preferred Units
|
||
Balance at December 31, 2019
|
$
|
968
|
|
Net income allocated
|
61
|
|
|
Distributions received by Series A preferred unitholders
|
(61
|
)
|
|
Balance at September 30, 2020
|
$
|
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)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
L&S
|
|
|
|
|
|
|
|
||||||||
Service revenue
|
$
|
989
|
|
|
$
|
976
|
|
|
$
|
2,924
|
|
|
$
|
2,787
|
|
Rental income
|
249
|
|
|
304
|
|
|
737
|
|
|
935
|
|
||||
Product related revenue
|
9
|
|
|
22
|
|
|
49
|
|
|
57
|
|
||||
Income from equity method investments
|
36
|
|
|
60
|
|
|
126
|
|
|
159
|
|
||||
Other income
|
51
|
|
|
17
|
|
|
154
|
|
|
45
|
|
||||
Total segment revenues and other income(1)
|
1,334
|
|
|
1,379
|
|
|
3,990
|
|
|
3,983
|
|
||||
Segment Adjusted EBITDA(2)
|
893
|
|
|
766
|
|
|
2,604
|
|
|
1,895
|
|
||||
Restructuring expenses
|
27
|
|
|
—
|
|
|
27
|
|
|
—
|
|
||||
Capital expenditures
|
118
|
|
|
272
|
|
|
410
|
|
|
700
|
|
||||
Investments in unconsolidated affiliates
|
4
|
|
|
95
|
|
|
132
|
|
|
163
|
|
||||
G&P
|
|
|
|
|
|
|
|
||||||||
Service revenue
|
524
|
|
|
555
|
|
|
1,549
|
|
|
1,627
|
|
||||
Rental income
|
94
|
|
|
88
|
|
|
271
|
|
|
260
|
|
||||
Product related revenue
|
234
|
|
|
207
|
|
|
607
|
|
|
714
|
|
||||
Income/(loss) from equity method investments
|
47
|
|
|
35
|
|
|
(1,138
|
)
|
|
96
|
|
||||
Other income
|
14
|
|
|
16
|
|
|
41
|
|
|
45
|
|
||||
Total segment revenues and other income(1)
|
913
|
|
|
901
|
|
|
1,330
|
|
|
2,742
|
|
||||
Segment Adjusted EBITDA(2)
|
442
|
|
|
399
|
|
|
1,252
|
|
|
1,120
|
|
||||
Restructuring expenses
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
Capital expenditures
|
131
|
|
|
321
|
|
|
375
|
|
|
953
|
|
||||
Investments in unconsolidated affiliates
|
$
|
18
|
|
|
$
|
76
|
|
|
$
|
112
|
|
|
$
|
331
|
|
(1)
|
Within the total segment revenues and other income amounts presented above, third party revenues for the L&S segment were $139 million and $443 million for the three and nine months ended September 30, 2020, respectively, and $182 million and $498 million for the three and nine months ended September 30, 2019, respectively. Third party revenues for the G&P segment were $858 million and $1,181 million for the three and nine months ended September 30, 2020, respectively, and $843 million and $2,581 million for the three and nine months ended September 30, 2019, respectively.
|
(2)
|
See below for the reconciliation from Segment Adjusted EBITDA to net income.
|
(In millions)
|
September 30, 2020
|
|
December 31, 2019
|
||||
Segment assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
28
|
|
|
$
|
15
|
|
L&S
|
21,144
|
|
|
20,810
|
|
||
G&P
|
15,490
|
|
|
19,605
|
|
||
Total assets
|
$
|
36,662
|
|
|
$
|
40,430
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Reconciliation to Net income/(loss):
|
|
|
|
|
|
|
|
||||||||
L&S Segment Adjusted EBITDA
|
$
|
893
|
|
|
$
|
766
|
|
|
$
|
2,604
|
|
|
$
|
1,895
|
|
G&P Segment Adjusted EBITDA
|
442
|
|
|
399
|
|
|
1,252
|
|
|
1,120
|
|
||||
Total reportable segments
|
1,335
|
|
|
1,165
|
|
|
3,856
|
|
|
3,015
|
|
||||
Depreciation and amortization(1)
|
(346
|
)
|
|
(302
|
)
|
|
(992
|
)
|
|
(916
|
)
|
||||
Provision for income taxes
|
(1
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
(2
|
)
|
||||
Amortization of deferred financing costs
|
(15
|
)
|
|
(10
|
)
|
|
(44
|
)
|
|
(29
|
)
|
||||
Non-cash equity-based compensation
|
(4
|
)
|
|
(5
|
)
|
|
(12
|
)
|
|
(17
|
)
|
||||
Impairment expense
|
—
|
|
|
—
|
|
|
(2,165
|
)
|
|
—
|
|
||||
Net interest and other financial costs
|
(223
|
)
|
|
(223
|
)
|
|
(647
|
)
|
|
(657
|
)
|
||||
Gain on extinguishment of debt
|
14
|
|
|
—
|
|
|
14
|
|
|
—
|
|
||||
Income/(loss) from equity method investments
|
83
|
|
|
95
|
|
|
(1,012
|
)
|
|
255
|
|
||||
Distributions/adjustments related to equity method investments
|
(130
|
)
|
|
(145
|
)
|
|
(369
|
)
|
|
(399
|
)
|
||||
Unrealized derivative (losses)/gains(2)
|
(10
|
)
|
|
11
|
|
|
(1
|
)
|
|
7
|
|
||||
Acquisition costs
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(14
|
)
|
||||
Restructuring expenses
|
(36
|
)
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
||||
Other
|
(3
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|
(1
|
)
|
||||
Adjusted EBITDA attributable to noncontrolling interests
|
10
|
|
|
9
|
|
|
27
|
|
|
23
|
|
||||
Adjusted EBITDA attributable to Predecessor(3)
|
—
|
|
|
108
|
|
|
—
|
|
|
770
|
|
||||
Net income/(loss)
|
$
|
674
|
|
|
$
|
689
|
|
|
$
|
(1,387
|
)
|
|
$
|
2,035
|
|
(1)
|
Depreciation and amortization attributable to L&S was $164 million and $440 million for the three and nine months ended September 30, 2020, respectively, and $113 million and $373 million for the three and nine months ended September 30, 2019, respectively. Depreciation and amortization attributable to G&P was $182 million and $552 million for the three and nine months ended September 30, 2020, respectively, and $189 million and $543 million for the three and nine months ended September 30, 2019, respectively.
|
(2)
|
MPLX makes a distinction between realized and unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, changes in the fair value of the derivative are recorded as an unrealized gain or loss. When a derivative contract matures or is settled, the previously recorded unrealized gain or loss is reversed and the realized gain or loss of the contract is recorded.
|
(3)
|
The adjusted EBITDA adjustments related to Predecessor are excluded from adjusted EBITDA attributable to MPLX LP prior to the Merger.
|
(In millions)
|
September 30, 2020
|
|
December 31, 2019
|
||||
NGLs
|
$
|
3
|
|
|
$
|
5
|
|
Line fill
|
11
|
|
|
10
|
|
||
Spare parts, materials and supplies
|
103
|
|
|
95
|
|
||
Total inventories
|
$
|
117
|
|
|
$
|
110
|
|
(In millions)
|
Estimated Useful Lives
|
|
September 30, 2020
|
|
December 31, 2019
|
||||
L&S
|
|
|
|
|
|
||||
Pipelines
|
2-51 years
|
|
$
|
6,001
|
|
|
$
|
5,572
|
|
Refining Logistics
|
13-40 years
|
|
2,196
|
|
|
2,870
|
|
||
Terminals
|
4-40 years
|
|
1,534
|
|
|
1,109
|
|
||
Marine
|
15-20 years
|
|
961
|
|
|
906
|
|
||
Land, building and other
|
1-61 years
|
|
1,576
|
|
|
1,817
|
|
||
Construction-in progress
|
|
|
403
|
|
|
660
|
|
||
Total L&S property, plant and equipment
|
|
|
12,671
|
|
|
12,934
|
|
||
G&P
|
|
|
|
|
|
||||
Gathering and transportation
|
5-40 years
|
|
7,413
|
|
|
7,159
|
|
||
Processing and fractionation
|
10-40 years
|
|
5,944
|
|
|
5,545
|
|
||
Land, building and other
|
3-40 years
|
|
509
|
|
|
484
|
|
||
Construction-in-progress
|
|
|
382
|
|
|
745
|
|
||
Total G&P property, plant and equipment
|
|
|
14,248
|
|
|
13,933
|
|
||
Total property, plant and equipment
|
|
|
26,919
|
|
|
26,867
|
|
||
Less accumulated depreciation(1)
|
|
|
5,304
|
|
|
4,722
|
|
||
Property, plant and equipment, net
|
|
|
$
|
21,615
|
|
|
$
|
22,145
|
|
(1)
|
The September 30, 2020 balance includes property, plant and equipment impairment charges recorded during the first quarter of 2020 as discussed below.
|
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Gross goodwill as of December 31, 2018
|
$
|
7,234
|
|
|
$
|
2,912
|
|
|
$
|
10,146
|
|
Accumulated impairment losses
|
—
|
|
|
(130
|
)
|
|
(130
|
)
|
|||
Balance as of December 31, 2018
|
7,234
|
|
|
2,782
|
|
|
10,016
|
|
|||
Impairment losses
|
—
|
|
|
(1,197
|
)
|
|
(1,197
|
)
|
|||
Acquisitions
|
488
|
|
|
229
|
|
|
717
|
|
|||
Balance as of December 31, 2019
|
7,722
|
|
|
1,814
|
|
|
9,536
|
|
|||
Impairment losses
|
—
|
|
|
(1,814
|
)
|
|
(1,814
|
)
|
|||
Wholesale Exchange (Note 3)
|
(65
|
)
|
|
—
|
|
|
(65
|
)
|
|||
Balance as of September 30, 2020
|
7,657
|
|
|
—
|
|
|
7,657
|
|
|||
|
|
|
|
|
|
||||||
Gross goodwill as of September 30, 2020
|
7,657
|
|
|
3,141
|
|
|
10,798
|
|
|||
Accumulated impairment losses
|
—
|
|
|
(3,141
|
)
|
|
(3,141
|
)
|
|||
Balance as of September 30, 2020
|
$
|
7,657
|
|
|
$
|
—
|
|
|
$
|
7,657
|
|
|
|
|
|
September 30, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
(In millions)
|
|
Useful Lives
|
|
Gross
|
|
Accumulated Amortization(1)(2)
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
L&S
|
|
6 - 8 years
|
|
$
|
283
|
|
|
$
|
(72
|
)
|
|
$
|
211
|
|
|
$
|
283
|
|
|
$
|
(45
|
)
|
|
$
|
238
|
|
G&P
|
|
6 - 25 years
|
|
1,288
|
|
|
(508
|
)
|
|
780
|
|
|
1,288
|
|
|
(256
|
)
|
|
1,032
|
|
||||||
|
|
|
|
$
|
1,571
|
|
|
$
|
(580
|
)
|
|
$
|
991
|
|
|
$
|
1,571
|
|
|
$
|
(301
|
)
|
|
$
|
1,270
|
|
(1)
|
Amortization expense attributable to the G&P and L&S segments for the nine months ended September 30, 2020 was $75 million and $27 million, respectively.
|
(2)
|
Impairment charge of $177 million is included within the G&P accumulated amortization.
|
|
September 30, 2020
|
|
December 31, 2019
|
||||||||||||
(In millions)
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Significant unobservable inputs (Level 3)
|
|
|
|
|
|
|
|
||||||||
Embedded derivatives in commodity contracts
|
$
|
—
|
|
|
$
|
(61
|
)
|
|
$
|
—
|
|
|
$
|
(60
|
)
|
Total carrying value on Consolidated Balance Sheets
|
$
|
—
|
|
|
$
|
(61
|
)
|
|
$
|
—
|
|
|
$
|
(60
|
)
|
|
Three Months Ended September 30, 2020
|
|
Three Months Ended September 30, 2019
|
||||||||||||
(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
|
$
|
—
|
|
|
$
|
(51
|
)
|
|
$
|
—
|
|
|
$
|
(65
|
)
|
Total (losses)/gains (realized and unrealized) included in earnings(1)
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
9
|
|
||||
Settlements
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Fair value at end of period
|
—
|
|
|
(61
|
)
|
|
—
|
|
|
(54
|
)
|
||||
The amount of total (losses)/gains for the period included in earnings attributable to the change in unrealized gains/(losses) relating to liabilities still held at end of period
|
$
|
—
|
|
|
$
|
(11
|
)
|
|
$
|
—
|
|
|
$
|
9
|
|
|
Nine Months Ended September 30, 2020
|
|
Nine Months Ended September 30, 2019
|
||||||||||||
(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
|
$
|
—
|
|
|
$
|
(60
|
)
|
|
$
|
—
|
|
|
$
|
(61
|
)
|
Total (losses)/gains (realized and unrealized) included in earnings(1)
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
2
|
|
||||
Settlements
|
—
|
|
|
4
|
|
|
—
|
|
|
5
|
|
||||
Fair value at end of period
|
—
|
|
|
(61
|
)
|
|
—
|
|
|
(54
|
)
|
||||
The amount of total (losses)/gains for the period included in earnings attributable to the change in unrealized gains/(losses) relating to liabilities still held at end of period
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
5
|
|
(1)
|
Gains and losses on commodity derivative contracts classified as Level 3 are recorded in “Product sales” on the Consolidated Statements of Income. Gains and losses on derivatives embedded in commodity contracts are recorded in “Purchased product costs” and “Cost of revenues” on the Consolidated Statements of Income.
|
|
September 30, 2020
|
|
December 31, 2019
|
||||||||||||
(In millions)
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Long-term debt (including amounts due within one year)
|
$
|
21,721
|
|
|
$
|
20,455
|
|
|
$
|
21,054
|
|
|
$
|
19,800
|
|
SMR liability
|
$
|
87
|
|
|
$
|
76
|
|
|
$
|
90
|
|
|
$
|
80
|
|
(In millions)
|
September 30, 2020
|
|
December 31, 2019
|
||||||||||||
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
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
Other noncurrent assets / Deferred credits and other liabilities
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
(55
|
)
|
||||
Total
|
$
|
—
|
|
|
$
|
(61
|
)
|
|
$
|
—
|
|
|
$
|
(60
|
)
|
(1)
|
Includes embedded derivatives in commodity contracts as discussed above.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Purchased product costs
|
|
|
|
|
|
|
|
||||||||
Realized (loss)/gain
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
|
$
|
(4
|
)
|
|
$
|
(5
|
)
|
Unrealized (loss)/gain
|
(10
|
)
|
|
11
|
|
|
(1
|
)
|
|
7
|
|
||||
Purchased product costs derivative (loss)/gain
|
(12
|
)
|
|
9
|
|
|
(5
|
)
|
|
2
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total derivative (loss)/gain
|
$
|
(12
|
)
|
|
$
|
9
|
|
|
$
|
(5
|
)
|
|
$
|
2
|
|
(In millions)
|
September 30, 2020
|
|
December 31, 2019
|
||||
MPLX LP:
|
|
|
|
||||
Bank revolving credit facility
|
$
|
95
|
|
|
$
|
—
|
|
Term loan facility
|
—
|
|
|
1,000
|
|
||
Floating rate senior notes
|
1,000
|
|
|
2,000
|
|
||
Fixed rate senior notes
|
19,506
|
|
|
16,887
|
|
||
Consolidated subsidiaries:
|
|
|
|
||||
MarkWest
|
23
|
|
|
23
|
|
||
ANDX
|
121
|
|
|
190
|
|
||
Financing lease obligations(1)
|
12
|
|
|
19
|
|
||
Total
|
20,757
|
|
|
20,119
|
|
||
Unamortized debt issuance costs
|
(118
|
)
|
|
(106
|
)
|
||
Unamortized discount/premium
|
(290
|
)
|
|
(300
|
)
|
||
Amounts due within one year
|
(307
|
)
|
|
(9
|
)
|
||
Total long-term debt due after one year
|
$
|
20,042
|
|
|
$
|
19,704
|
|
|
Three Months Ended September 30, 2020
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Service revenue
|
$
|
87
|
|
|
$
|
517
|
|
|
$
|
604
|
|
Service revenue - related parties
|
902
|
|
|
7
|
|
|
909
|
|
|||
Service revenue - product related
|
—
|
|
|
41
|
|
|
41
|
|
|||
Product sales
|
7
|
|
|
158
|
|
|
165
|
|
|||
Product sales - related parties
|
2
|
|
|
35
|
|
|
37
|
|
|||
Total revenues from contracts with customers
|
$
|
998
|
|
|
$
|
758
|
|
|
1,756
|
|
|
Non-ASC 606 revenue(1)
|
|
|
|
|
491
|
|
|||||
Total revenues and other income
|
|
|
|
|
$
|
2,247
|
|
|
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
|
14
|
|
|
157
|
|
|
171
|
|
|||
Product sales - related parties
|
8
|
|
|
24
|
|
|
32
|
|
|||
Total revenues from contracts with customers
|
$
|
998
|
|
|
$
|
762
|
|
|
1,760
|
|
|
Non-ASC 606 revenue(1)
|
|
|
|
|
520
|
|
|||||
Total revenues and other income
|
|
|
|
|
$
|
2,280
|
|
|
Nine Months Ended September 30, 2020
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Service revenue
|
$
|
248
|
|
|
$
|
1,531
|
|
|
$
|
1,779
|
|
Service revenue - related parties
|
2,676
|
|
|
18
|
|
|
2,694
|
|
|||
Service revenue - product related
|
—
|
|
|
102
|
|
|
102
|
|
|||
Product sales
|
39
|
|
|
415
|
|
|
454
|
|
|||
Product sales - related parties
|
10
|
|
|
90
|
|
|
100
|
|
|||
Total revenues from contracts with customers
|
$
|
2,973
|
|
|
$
|
2,156
|
|
|
5,129
|
|
|
Non-ASC 606 loss(1)
|
|
|
|
|
191
|
|
|||||
Total revenues and other income
|
|
|
|
|
$
|
5,320
|
|
|
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
|
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(1)
|
|
|
|
|
1,540
|
|
|||||
Total revenues and other income
|
|
|
|
|
$
|
6,725
|
|
(1)
|
Non-ASC 606 Revenue includes rental income, income/(loss) from equity method investments, derivative gains and losses, mark-to-market adjustments, and other income.
|
(In millions)
|
Balance at December 31, 2019(1)
|
|
Additions/ (Deletions)
|
|
Revenue Recognized(2)
|
|
Balance at
September 30, 2020
|
||||||||
Contract assets
|
$
|
39
|
|
|
$
|
(9
|
)
|
|
$
|
(1
|
)
|
|
$
|
29
|
|
Deferred revenue
|
23
|
|
|
16
|
|
|
(6
|
)
|
|
33
|
|
||||
Deferred revenue - related parties
|
53
|
|
|
77
|
|
|
(60
|
)
|
|
70
|
|
||||
Long-term deferred revenue
|
90
|
|
|
25
|
|
|
—
|
|
|
115
|
|
||||
Long-term deferred revenue - related parties
|
$
|
55
|
|
|
$
|
(7
|
)
|
|
$
|
—
|
|
|
$
|
48
|
|
(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
|
|
(1)
|
Balance represents ASC 606 portion of each respective line item.
|
(2)
|
No significant revenue was recognized related to past performance obligations in the current periods.
|
(In millions)
|
|
||
2020
|
$
|
461
|
|
2021
|
1,727
|
|
|
2022
|
1,701
|
|
|
2023
|
1,591
|
|
|
2024 and thereafter
|
5,869
|
|
|
Total revenue on remaining performance obligations(1),(2),(3)
|
$
|
11,349
|
|
(1)
|
All fixed consideration from contracts with customers is included in the amounts presented above. Variable consideration that is constrained or not required to be estimated as it reflects our efforts to perform is excluded.
|
(2)
|
Arrangements deemed implicit leases are included in “Rental income” and are excluded from this table.
|
(3)
|
Only minimum volume commitments that are deemed fixed are included in the table above. MPLX has various minimum volume commitments in processing arrangements that vary based on the actual Btu content of the gas received. These amounts are deemed variable consideration and are excluded from the table above.
|
|
Nine Months Ended September 30,
|
||||||
(In millions)
|
2020
|
|
2019
|
||||
Net cash provided by operating activities included:
|
|
|
|
||||
Interest paid (net of amounts capitalized)
|
$
|
631
|
|
|
$
|
648
|
|
Income taxes paid
|
1
|
|
|
—
|
|
||
Non-cash investing and financing activities:
|
|
|
|
||||
Net transfers of property, plant and equipment (to)/from materials and supplies inventories
|
(1
|
)
|
|
1
|
|
||
Fair value of common units redeemed for Wholesale Exchange
|
$
|
340
|
|
|
$
|
—
|
|
|
Nine Months Ended September 30,
|
||||||
(In millions)
|
2020
|
|
2019
|
||||
(Decrease)/increase in capital accruals
|
$
|
(197
|
)
|
|
$
|
(67
|
)
|
(In millions)
|
Pension
Benefits |
|
Other
Post-Retirement Benefits |
|
Total
|
||||||
Balance at December 31, 2019(1)
|
$
|
(14
|
)
|
|
$
|
(1
|
)
|
|
$
|
(15
|
)
|
Other comprehensive loss - remeasurements(2)
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Balance at September 30, 2020(1)
|
$
|
(14
|
)
|
|
$
|
(2
|
)
|
|
$
|
(16
|
)
|
(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
|
)
|
(1)
|
These components of “Accumulated other comprehensive loss” are included in the computation of net periodic benefit cost by LOOP and Explorer and are therefore included on the Consolidated Statements of Income under the caption “Income/(loss) from equity method investments.”
|
(2)
|
Components of other comprehensive income/loss - remeasurements relate to actuarial gains and losses as well as amortization of prior service costs. MPLX records an adjustment to “Comprehensive income” in accordance with its ownership interest in LOOP and Explorer.
|
|
Number
of Units |
|
Weighted
Average Fair Value |
|||
Outstanding at December 31, 2019
|
1,109,568
|
|
|
$
|
35.97
|
|
Granted
|
215,677
|
|
|
19.31
|
|
|
Settled
|
(558,398
|
)
|
|
37.73
|
|
|
Forfeited
|
(5,383
|
)
|
|
35.87
|
|
|
Outstanding at September 30, 2020
|
761,464
|
|
|
$
|
29.96
|
|
|
Number of
Units |
|
Outstanding at December 31, 2019
|
2,157,347
|
|
Granted
|
2,147,211
|
|
Settled
|
(1,169,354
|
)
|
Forfeited
|
(31,668
|
)
|
Outstanding at September 30, 2020
|
3,103,536
|
|
|
Three Months Ended September 30, 2020
|
|
Three Months Ended September 30, 2019
|
||||||||||||
(In millions)
|
Related Party
|
|
Third Party
|
|
Related Party
|
|
Third Party
|
||||||||
Operating leases:
|
|
|
|
|
|
|
|
||||||||
Operating lease revenue(1)
|
$
|
208
|
|
|
$
|
70
|
|
|
$
|
248
|
|
|
$
|
63
|
|
|
|
|
|
|
|
|
|
||||||||
Sales-type leases:
|
|
|
|
|
|
|
|
||||||||
Profit/(loss) recognized at the commencement date
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
||||
Interest income (Sales-type lease revenue- fixed minimum)
|
37
|
|
|
—
|
|
|
3
|
|
|
N/A
|
|
||||
Interest income (Revenue from variable lease payments)
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
N/A
|
|
|
Nine Months Ended September 30, 2020
|
|
Nine Months Ended September 30, 2019
|
||||||||||||
(In millions)
|
Related Party
|
|
Third Party
|
|
Related Party
|
|
Third Party
|
||||||||
Operating leases:
|
|
|
|
|
|
|
|
||||||||
Operating lease revenue(1)
|
$
|
589
|
|
|
$
|
199
|
|
|
$
|
773
|
|
|
$
|
196
|
|
|
|
|
|
|
|
|
|
||||||||
Sales-type leases:
|
|
|
|
|
|
|
|
||||||||
Profit/(loss) recognized at the commencement date
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
||||
Interest income (Sales-type lease revenue- fixed minimum)
|
113
|
|
|
—
|
|
|
3
|
|
|
N/A
|
|
||||
Interest income (Revenue from variable lease payments)
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
N/A
|
|
(1)
|
These amounts are presented net of executory costs.
|
(In millions)
|
Related Party
|
||
2020
|
$
|
39
|
|
2021
|
157
|
|
|
2022
|
157
|
|
|
2023
|
158
|
|
|
2024
|
158
|
|
|
2025 and thereafter
|
473
|
|
|
Total minimum future rentals
|
1,142
|
|
|
Less: present value discount
|
723
|
|
|
Lease receivable
|
$
|
419
|
|
•
|
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);
|
•
|
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 amount and timing of future distributions; and
|
•
|
the anticipated effects of actions of third parties such as competitors, activist investors or federal, foreign, state or local regulatory authorities or plaintiffs in litigation.
|
•
|
the effects of the outbreak of COVID-19, including any related government policies and actions, and the adverse impact thereof on our business, financial condition, results of operations and cash flows, including our growth, operating costs, labor availability, logistical capabilities, customer demand for our services and industry demand generally, cash position, taxes, the price of our securities and trading markets with respect thereto, our ability to access capital markets, and the global economy and financial markets generally;
|
•
|
the ability of Marathon Petroleum Corporation (“MPC”) to achieve its strategic objectives and the effects of those strategic decisions on us;
|
•
|
the risk that anticipated opportunities and any other synergies from or benefits of the Andeavor Logistics LP (“ANDX”) acquisition may not be fully realized or may take longer to realize than expected, including whether the transaction will be accretive within the expected timeframe or at all;
|
•
|
disruption from the ANDX acquisition making it more difficult to maintain relationships with customers, employees or suppliers;
|
•
|
risks relating to any unforeseen liabilities of ANDX;
|
•
|
further impairments;
|
•
|
negative capital market conditions, including an increase of the current yield on common units;
|
•
|
the ability to achieve strategic and financial objectives, including with respect to distribution coverage, future distribution levels, proposed projects and completed transactions;
|
•
|
the success of MPC’s portfolio optimization, including the ability to complete any divestitures on commercially reasonable terms and/or within the expected timeframe, and the effects of any such divestitures on the business, financial condition, results of operations and cash flows;
|
•
|
adverse changes in laws including with respect to tax and regulatory matters;
|
•
|
the adequacy of capital resources and liquidity, including the availability of sufficient cash flow to pay distributions and access to debt on commercially reasonable terms, and the ability to successfully execute business plans, growth strategies and self-funding models;
|
•
|
the timing and extent of changes in commodity prices and demand for crude oil, refined products, feedstocks or other hydrocarbon-based products;
|
•
|
volatility in or degradation of market and industry conditions as a result of the COVID-19 pandemic, including any related policies and actions, other infectious disease outbreaks, natural hazards, extreme weather events, or otherwise;
|
•
|
changes to the expected construction costs and timing of projects and planned investments, and the ability to obtain regulatory and other approvals with respect thereto;
|
•
|
completion of midstream infrastructure by competitors;
|
•
|
disruptions due to equipment interruption or failure, including electrical shortages and power grid failures;
|
•
|
the suspension, reduction or termination of MPC’s obligations under MPLX’s commercial agreements;
|
•
|
modifications to financial policies, capital budgets, and earnings and distributions;
|
•
|
the ability to manage disruptions in credit markets or changes to credit ratings;
|
•
|
compliance with federal and state environmental, economic, health and safety, energy and other policies and regulations or enforcement actions initiated thereunder;
|
•
|
adverse results in litigation;
|
•
|
the reliability of processing units and other equipment;
|
•
|
the effect of restructuring or reorganization of business components;
|
•
|
the potential effects of changes in tariff rates on our business, financial condition, results of operations and cash flows;
|
•
|
foreign imports and exports of crude oil, refined products, natural gas and NGLs;
|
•
|
changes in producer customers’ drilling plans or in volumes of throughput of crude oil, natural gas, NGLs, refined products or other hydrocarbon-based products;
|
•
|
non-payment or non-performance by our producer and other customers;
|
•
|
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;
|
•
|
actions taken by our competitors, including pricing adjustments and the expansion and retirement of pipeline capacity, processing, fractionation and treating facilities in response to market conditions;
|
•
|
expectations regarding joint venture arrangements and other acquisitions or divestitures of assets;
|
•
|
midstream and refining industry overcapacity or under capacity;
|
•
|
accidents or other unscheduled shutdowns affecting our machinery, pipelines, processing, fractionation and treating facilities or equipment, or those of our suppliers or customers;
|
•
|
acts of war, terrorism or civil unrest that could impair our ability to gather, process, fractionate or transport crude oil, natural gas, NGLs or refined products; and
|
•
|
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.
|
(1)
|
Q3 2019 includes Adjusted EBITDA attributable to Predecessor and portion of DCF adjustments attributable to Predecessor.
|
•
|
On July 31, 2020, MPLX completed the exchange of Western Refining Wholesale, LLC to Western Refining Southwest, Inc. (“WRSW”), a wholly owned subsidiary of MPC, in exchange for the redemption of 18,582,088 MPLX common units held by WRSW, valued at $340 million.
|
•
|
On August 18, 2020, MPLX issued $3 billion aggregate principal amount of new senior notes consisting of $1.5 billion aggregate principal amount of 1.750 percent senior notes due March 2026 and $1.5 billion aggregate principal amount of 2.650 percent senior notes due August 2030. The net proceeds were used to repay the $1.0 billion of outstanding borrowings under the MPLX Term Loan Agreement, to repay the $1.0 billion floating rate notes due September 2021, to redeem all of the $450 million aggregate principal amount of 6.375 percent senior notes due May 2024, to reduce amounts outstanding under the MPLX Credit Agreement at the time and to redeem the $300 million aggregate principal amount of 6.250 percent senior notes due October 15, 2022 (these notes were redeemed on October 15, 2020).
|
•
|
On November 1, 2020, MPLX finalized the 2020 Terminal Services Agreement, which replaces and simplifies several existing terminal services agreements which were entered into by subsidiaries of Andeavor and Andeavor Logistics LP. The simplification is expected to have no economic impact to MPLX.
|
•
|
On November 2, 2020, MPLX announced the board authorization of a unit repurchase program for the repurchase of up to $1 billion of MPLX’s outstanding common units held by the public. MPLX may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, tender offers, accelerated unit repurchases or open market solicitations for units, some of which may be effected through Rule 10b5-1 plans. The timing and amount of repurchases, if any, will depend upon several factors, including market and business conditions, and repurchases may be initiated, suspended or discontinued at any time. The repurchase authorization has no expiration date.
|
•
|
Announced a third quarter distribution rate of $0.6875 per common unit.
|
•
|
Canceling or delaying certain capital expenditures that we had expected to make in 2020
|
•
|
Taking actions to reduce operating expenses across the business
|
•
|
Continuing to evaluate and high-grade our capital portfolio
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(In millions)
|
2020
|
|
2019
|
|
Variance
|
|
2020
|
|
2019
|
|
Variance
|
||||||||||||
Total revenues and other income(1)
|
$
|
2,247
|
|
|
$
|
2,280
|
|
|
$
|
(33
|
)
|
|
$
|
5,320
|
|
|
$
|
6,725
|
|
|
$
|
(1,405
|
)
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of revenues (excludes items below)
|
323
|
|
|
407
|
|
|
(84
|
)
|
|
1,006
|
|
|
1,099
|
|
|
(93
|
)
|
||||||
Purchased product costs
|
152
|
|
|
129
|
|
|
23
|
|
|
374
|
|
|
489
|
|
|
(115
|
)
|
||||||
Rental cost of sales
|
33
|
|
|
37
|
|
|
(4
|
)
|
|
101
|
|
|
103
|
|
|
(2
|
)
|
||||||
Rental cost of sales - related parties
|
32
|
|
|
45
|
|
|
(13
|
)
|
|
119
|
|
|
124
|
|
|
(5
|
)
|
||||||
Purchases - related parties
|
297
|
|
|
303
|
|
|
(6
|
)
|
|
853
|
|
|
894
|
|
|
(41
|
)
|
||||||
Depreciation and amortization
|
346
|
|
|
302
|
|
|
44
|
|
|
992
|
|
|
916
|
|
|
76
|
|
||||||
Impairment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
2,165
|
|
|
—
|
|
|
2,165
|
|
||||||
General and administrative expenses
|
96
|
|
|
102
|
|
|
(6
|
)
|
|
289
|
|
|
293
|
|
|
(4
|
)
|
||||||
Restructuring expenses
|
36
|
|
|
—
|
|
|
36
|
|
|
36
|
|
|
—
|
|
|
36
|
|
||||||
Other taxes
|
33
|
|
|
29
|
|
|
4
|
|
|
94
|
|
|
84
|
|
|
10
|
|
||||||
Total costs and expenses
|
1,348
|
|
|
1,354
|
|
|
(6
|
)
|
|
6,029
|
|
|
4,002
|
|
|
2,027
|
|
||||||
Income/(loss) from operations
|
899
|
|
|
926
|
|
|
(27
|
)
|
|
(709
|
)
|
|
2,723
|
|
|
(3,432
|
)
|
||||||
Related party interest and other financial costs
|
—
|
|
|
5
|
|
|
(5
|
)
|
|
4
|
|
|
8
|
|
|
(4
|
)
|
||||||
Interest expense, net of amounts capitalized
|
207
|
|
|
212
|
|
|
(5
|
)
|
|
624
|
|
|
640
|
|
|
(16
|
)
|
||||||
Other financial costs
|
17
|
|
|
16
|
|
|
1
|
|
|
49
|
|
|
38
|
|
|
11
|
|
||||||
Income/(loss) before income taxes
|
675
|
|
|
693
|
|
|
(18
|
)
|
|
(1,386
|
)
|
|
2,037
|
|
|
(3,423
|
)
|
||||||
Provision for income taxes
|
1
|
|
|
4
|
|
|
(3
|
)
|
|
1
|
|
|
2
|
|
|
(1
|
)
|
||||||
Net income/(loss)
|
674
|
|
|
689
|
|
|
(15
|
)
|
|
(1,387
|
)
|
|
2,035
|
|
|
(3,422
|
)
|
||||||
Less: Net income attributable to noncontrolling interests
|
9
|
|
|
8
|
|
|
1
|
|
|
24
|
|
|
20
|
|
|
4
|
|
||||||
Less: Net income attributable to Predecessor
|
—
|
|
|
52
|
|
|
(52
|
)
|
|
—
|
|
|
401
|
|
|
(401
|
)
|
||||||
Net income/(loss) attributable to MPLX LP
|
665
|
|
|
629
|
|
|
36
|
|
|
(1,411
|
)
|
|
1,614
|
|
|
(3,025
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjusted EBITDA attributable to MPLX LP (excluding Predecessor results)(2)
|
1,335
|
|
|
1,165
|
|
|
170
|
|
|
3,856
|
|
|
3,015
|
|
|
841
|
|
||||||
Adjusted EBITDA attributable to MPLX LP (including Predecessor results)(3)
|
N/A
|
|
|
1,273
|
|
|
N/A
|
|
|
N/A
|
|
|
3,785
|
|
|
N/A
|
|
||||||
DCF attributable to GP and LP unitholders (including Predecessor results)(3)
|
$
|
1,032
|
|
|
$
|
997
|
|
|
$
|
35
|
|
|
$
|
3,075
|
|
|
$
|
2,963
|
|
|
$
|
112
|
|
(1)
|
The nine months ended September 30, 2020 includes impairment expense of approximately $1.3 billion related to three equity method investments.
|
(2)
|
Non-GAAP measure. See reconciliation below to the most directly comparable GAAP measures. Excludes adjusted EBITDA and DCF adjustments attributable to Predecessor.
|
(3)
|
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)
|
2020
|
|
2019
|
|
Variance
|
|
2020
|
|
2019
|
|
Variance
|
||||||||||||
Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income/(loss)
|
$
|
674
|
|
|
$
|
689
|
|
|
$
|
(15
|
)
|
|
$
|
(1,387
|
)
|
|
$
|
2,035
|
|
|
$
|
(3,422
|
)
|
Provision for income taxes
|
1
|
|
|
4
|
|
|
(3
|
)
|
|
1
|
|
|
2
|
|
|
(1
|
)
|
||||||
Amortization of deferred financing costs
|
15
|
|
|
10
|
|
|
5
|
|
|
44
|
|
|
29
|
|
|
15
|
|
||||||
Gain on extinguishment of debt
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||||
Net interest and other financial costs
|
223
|
|
|
223
|
|
|
—
|
|
|
647
|
|
|
657
|
|
|
(10
|
)
|
||||||
Income from operations
|
899
|
|
|
926
|
|
|
(27
|
)
|
|
(709
|
)
|
|
2,723
|
|
|
(3,432
|
)
|
||||||
Depreciation and amortization
|
346
|
|
|
302
|
|
|
44
|
|
|
992
|
|
|
916
|
|
|
76
|
|
||||||
Non-cash equity-based compensation
|
4
|
|
|
5
|
|
|
(1
|
)
|
|
12
|
|
|
17
|
|
|
(5
|
)
|
||||||
Impairment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
2,165
|
|
|
—
|
|
|
2,165
|
|
||||||
(Income)/loss from equity method investments
|
(83
|
)
|
|
(95
|
)
|
|
12
|
|
|
1,012
|
|
|
(255
|
)
|
|
1,267
|
|
||||||
Distributions/adjustments related to equity method investments
|
130
|
|
|
145
|
|
|
(15
|
)
|
|
369
|
|
|
399
|
|
|
(30
|
)
|
||||||
Unrealized derivative losses/(gains)(1)
|
10
|
|
|
(11
|
)
|
|
21
|
|
|
1
|
|
|
(7
|
)
|
|
8
|
|
||||||
Restructuring expenses
|
36
|
|
|
—
|
|
|
36
|
|
|
36
|
|
|
—
|
|
|
36
|
|
||||||
Acquisition costs
|
—
|
|
|
9
|
|
|
(9
|
)
|
|
—
|
|
|
14
|
|
|
(14
|
)
|
||||||
Other
|
3
|
|
|
1
|
|
|
2
|
|
|
5
|
|
|
1
|
|
|
4
|
|
||||||
Adjusted EBITDA
|
1,345
|
|
|
1,282
|
|
|
63
|
|
|
3,883
|
|
|
3,808
|
|
|
75
|
|
||||||
Adjusted EBITDA attributable to noncontrolling interests
|
(10
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|
(27
|
)
|
|
(23
|
)
|
|
(4
|
)
|
||||||
Adjusted EBITDA attributable to Predecessor(2)
|
—
|
|
|
(108
|
)
|
|
108
|
|
|
—
|
|
|
(770
|
)
|
|
770
|
|
||||||
Adjusted EBITDA attributable to MPLX LP(3)
|
1,335
|
|
|
1,165
|
|
|
170
|
|
|
3,856
|
|
|
3,015
|
|
|
841
|
|
||||||
Deferred revenue impacts
|
29
|
|
|
36
|
|
|
(7
|
)
|
|
92
|
|
|
67
|
|
|
25
|
|
||||||
Net interest and other financial costs
|
(223
|
)
|
|
(223
|
)
|
|
—
|
|
|
(647
|
)
|
|
(657
|
)
|
|
10
|
|
||||||
Maintenance capital expenditures
|
(41
|
)
|
|
(75
|
)
|
|
34
|
|
|
(108
|
)
|
|
(174
|
)
|
|
66
|
|
||||||
Maintenance capital expenditures reimbursements
|
11
|
|
|
18
|
|
|
(7
|
)
|
|
31
|
|
|
34
|
|
|
(3
|
)
|
||||||
Equity method investment capital expenditures paid out
|
(5
|
)
|
|
(8
|
)
|
|
3
|
|
|
(16
|
)
|
|
(16
|
)
|
|
—
|
|
||||||
Restructuring expenses
|
(36
|
)
|
|
—
|
|
|
(36
|
)
|
|
(36
|
)
|
|
—
|
|
|
(36
|
)
|
||||||
Other
|
(3
|
)
|
|
6
|
|
|
(9
|
)
|
|
—
|
|
|
16
|
|
|
(16
|
)
|
||||||
Portion of DCF adjustments attributable to Predecessor(2)
|
—
|
|
|
27
|
|
|
(27
|
)
|
|
—
|
|
|
159
|
|
|
(159
|
)
|
||||||
DCF
|
1,067
|
|
|
946
|
|
|
121
|
|
|
3,172
|
|
|
2,444
|
|
|
728
|
|
||||||
Preferred unit distributions
|
(35
|
)
|
|
(30
|
)
|
|
(5
|
)
|
|
(97
|
)
|
|
(92
|
)
|
|
(5
|
)
|
||||||
DCF attributable to GP and LP unitholders
|
1,032
|
|
|
916
|
|
|
116
|
|
|
3,075
|
|
|
2,352
|
|
|
723
|
|
||||||
Adjusted EBITDA attributable to Predecessor(2)
|
—
|
|
|
108
|
|
|
(108
|
)
|
|
—
|
|
|
770
|
|
|
(770
|
)
|
||||||
Portion of DCF adjustments attributable to Predecessor(2)
|
—
|
|
|
(27
|
)
|
|
27
|
|
|
—
|
|
|
(159
|
)
|
|
159
|
|
||||||
DCF attributable to GP and LP unitholders (including Predecessor results)
|
$
|
1,032
|
|
|
$
|
997
|
|
|
$
|
35
|
|
|
$
|
3,075
|
|
|
$
|
2,963
|
|
|
$
|
112
|
|
(1)
|
MPLX makes a distinction between realized and unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, changes in the fair value of the derivative are recorded as an unrealized gain or loss. When a derivative contract matures or is settled, the previously recorded unrealized gain or loss is reversed and the realized gain or loss of the contract is recorded.
|
(2)
|
The adjusted EBITDA and DCF adjustments related to Predecessor are excluded from adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders prior to the acquisition date.
|
(3)
|
For the three months ended September 30, 2020, the L&S and G&P segments made up $893 million and $442 million of Adjusted EBITDA attributable to MPLX LP, respectively. For the three months ended September 30, 2019, the L&S and G&P segments made up $766 million and $399 million of Adjusted EBITDA attributable to MPLX LP, respectively. For the nine months ended September 30, 2020, the L&S and G&P segments made up $2,604 million and $1,252 million of Adjusted EBITDA attributable to MPLX LP, respectively. For the nine months ended September 30, 2019, the L&S and G&P segments made up $1,895 million and $1,120 million of Adjusted EBITDA attributable to MPLX LP, respectively.
|
|
Nine Months Ended September 30,
|
||||||||||
(In millions)
|
2020
|
|
2019
|
|
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
|
$
|
3,336
|
|
|
$
|
2,990
|
|
|
$
|
346
|
|
Changes in working capital items
|
(154
|
)
|
|
134
|
|
|
(288
|
)
|
|||
All other, net
|
(6
|
)
|
|
(23
|
)
|
|
17
|
|
|||
Non-cash equity-based compensation
|
12
|
|
|
17
|
|
|
(5
|
)
|
|||
Net (loss)/gain on disposal of assets
|
(1
|
)
|
|
3
|
|
|
(4
|
)
|
|||
Gain on extinguishment of debt
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|||
Net interest and other financial costs
|
647
|
|
|
657
|
|
|
(10
|
)
|
|||
Current income taxes
|
2
|
|
|
1
|
|
|
1
|
|
|||
Asset retirement expenditures
|
—
|
|
|
1
|
|
|
(1
|
)
|
|||
Unrealized derivative (gains)/losses(1)
|
1
|
|
|
(7
|
)
|
|
8
|
|
|||
Restructuring Expenses
|
36
|
|
|
—
|
|
|
36
|
|
|||
Acquisition costs
|
—
|
|
|
14
|
|
|
(14
|
)
|
|||
Other adjustments to equity method investment distributions
|
19
|
|
|
20
|
|
|
(1
|
)
|
|||
Other
|
5
|
|
|
1
|
|
|
4
|
|
|||
Adjusted EBITDA
|
3,883
|
|
|
3,808
|
|
|
75
|
|
|||
Adjusted EBITDA attributable to noncontrolling interests
|
(27
|
)
|
|
(23
|
)
|
|
(4
|
)
|
|||
Adjusted EBITDA attributable to Predecessor(2)
|
—
|
|
|
(770
|
)
|
|
770
|
|
|||
Adjusted EBITDA attributable to MPLX LP(3)
|
3,856
|
|
|
3,015
|
|
|
841
|
|
|||
Deferred revenue impacts
|
92
|
|
|
67
|
|
|
25
|
|
|||
Net interest and other financial costs
|
(647
|
)
|
|
(657
|
)
|
|
10
|
|
|||
Maintenance capital expenditures
|
(108
|
)
|
|
(174
|
)
|
|
66
|
|
|||
Maintenance capital expenditures reimbursements
|
31
|
|
|
34
|
|
|
(3
|
)
|
|||
Equity method investment capital expenditures paid out
|
(16
|
)
|
|
(16
|
)
|
|
—
|
|
|||
Restructuring Expenses
|
(36
|
)
|
|
—
|
|
|
(36
|
)
|
|||
Other
|
—
|
|
|
16
|
|
|
(16
|
)
|
|||
Portion of DCF adjustments attributable to Predecessor(2)
|
—
|
|
|
159
|
|
|
(159
|
)
|
|||
DCF
|
3,172
|
|
|
2,444
|
|
|
728
|
|
|||
Preferred unit distributions
|
(97
|
)
|
|
(92
|
)
|
|
(5
|
)
|
|||
DCF attributable to GP and LP unitholders
|
3,075
|
|
|
2,352
|
|
|
723
|
|
|||
Adjusted EBITDA attributable to Predecessor(2)
|
—
|
|
|
770
|
|
|
(770
|
)
|
|||
Portion of DCF adjustments attributable to Predecessor(2)
|
—
|
|
|
(159
|
)
|
|
159
|
|
|||
DCF attributable to GP and LP unitholders (including Predecessor results)
|
$
|
3,075
|
|
|
$
|
2,963
|
|
|
$
|
112
|
|
(1)
|
MPLX makes a distinction between realized and unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, changes in the fair value of the derivative are recorded as an unrealized gain or loss. When a derivative contract matures or is settled, the previously recorded unrealized gain or loss is reversed and the realized gain or loss of the contract is recorded.
|
(2)
|
The adjusted EBITDA and DCF adjustments related to Predecessor are excluded from adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders prior to the acquisition date.
|
(3)
|
For the nine months ended September 30, 2020, the L&S and G&P segments made up $2,604 million and $1,252 million of Adjusted EBITDA attributable to MPLX LP, respectively. For the nine months ended September 30, 2019, the L&S and G&P segments made up $1,895 million and $1,120 million of Adjusted EBITDA attributable to MPLX LP, respectively.
|
(1)
|
Includes adjusted EBITDA attributable to Predecessor.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(In millions)
|
2020
|
|
2019
|
|
Variance
|
|
2020
|
|
2019
|
|
Variance
|
||||||||||||
Service revenue
|
$
|
989
|
|
|
$
|
976
|
|
|
$
|
13
|
|
|
$
|
2,924
|
|
|
$
|
2,787
|
|
|
$
|
137
|
|
Rental income
|
249
|
|
|
304
|
|
|
(55
|
)
|
|
737
|
|
|
935
|
|
|
(198
|
)
|
||||||
Product related revenue
|
9
|
|
|
22
|
|
|
(13
|
)
|
|
49
|
|
|
57
|
|
|
(8
|
)
|
||||||
Income from equity method investments
|
36
|
|
|
60
|
|
|
(24
|
)
|
|
126
|
|
|
159
|
|
|
(33
|
)
|
||||||
Other income
|
51
|
|
|
17
|
|
|
34
|
|
|
154
|
|
|
45
|
|
|
109
|
|
||||||
Total segment revenues and other income
|
1,334
|
|
|
1,379
|
|
|
(45
|
)
|
|
3,990
|
|
|
3,983
|
|
|
7
|
|
||||||
Cost of revenues
|
173
|
|
|
262
|
|
|
(89
|
)
|
|
601
|
|
|
707
|
|
|
(106
|
)
|
||||||
Purchases - related parties
|
219
|
|
|
216
|
|
|
3
|
|
|
629
|
|
|
633
|
|
|
(4
|
)
|
||||||
Depreciation and amortization
|
164
|
|
|
113
|
|
|
51
|
|
|
440
|
|
|
373
|
|
|
67
|
|
||||||
General and administrative expenses
|
55
|
|
|
59
|
|
|
(4
|
)
|
|
159
|
|
|
152
|
|
|
7
|
|
||||||
Restructuring expenses
|
27
|
|
|
—
|
|
|
27
|
|
|
27
|
|
|
—
|
|
|
27
|
|
||||||
Other taxes
|
19
|
|
|
16
|
|
|
3
|
|
|
53
|
|
|
43
|
|
|
10
|
|
||||||
Segment income from operations
|
677
|
|
|
713
|
|
|
(36
|
)
|
|
2,081
|
|
|
2,075
|
|
|
6
|
|
||||||
Depreciation and amortization
|
164
|
|
|
113
|
|
|
51
|
|
|
440
|
|
|
373
|
|
|
67
|
|
||||||
Income from equity method investments
|
(36
|
)
|
|
(60
|
)
|
|
24
|
|
|
(126
|
)
|
|
(159
|
)
|
|
33
|
|
||||||
Distributions/adjustments related to equity method investments
|
55
|
|
|
70
|
|
|
(15
|
)
|
|
169
|
|
|
184
|
|
|
(15
|
)
|
||||||
Restructuring expenses
|
27
|
|
|
—
|
|
|
27
|
|
|
27
|
|
|
—
|
|
|
27
|
|
||||||
Acquisition costs
|
—
|
|
|
9
|
|
|
(9
|
)
|
|
—
|
|
|
14
|
|
|
(14
|
)
|
||||||
Non-cash equity-based compensation
|
3
|
|
|
3
|
|
|
—
|
|
|
8
|
|
|
10
|
|
|
(2
|
)
|
||||||
Other
|
3
|
|
|
1
|
|
|
2
|
|
|
5
|
|
|
1
|
|
|
4
|
|
||||||
Adjusted EBITDA attributable to Predecessor
|
—
|
|
|
(83
|
)
|
|
83
|
|
|
—
|
|
|
(603
|
)
|
|
603
|
|
||||||
Segment adjusted EBITDA(1)
|
893
|
|
|
766
|
|
|
127
|
|
|
2,604
|
|
|
1,895
|
|
|
709
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
118
|
|
|
272
|
|
|
(154
|
)
|
|
410
|
|
|
700
|
|
|
(290
|
)
|
||||||
Investments in unconsolidated affiliates
|
$
|
4
|
|
|
$
|
95
|
|
|
$
|
(91
|
)
|
|
$
|
132
|
|
|
$
|
163
|
|
|
$
|
(31
|
)
|
(1)
|
See the Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income table for the reconciliation to the most directly comparable GAAP measure.
|
(1)
|
Includes adjusted EBITDA attributable to Predecessor.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(In millions)
|
2020
|
|
2019
|
|
Variance
|
|
2020
|
|
2019
|
|
Variance
|
||||||||||||
Service revenue
|
$
|
524
|
|
|
$
|
555
|
|
|
$
|
(31
|
)
|
|
$
|
1,549
|
|
|
$
|
1,627
|
|
|
$
|
(78
|
)
|
Rental income
|
94
|
|
|
88
|
|
|
6
|
|
|
271
|
|
|
260
|
|
|
11
|
|
||||||
Product related revenue
|
234
|
|
|
207
|
|
|
27
|
|
|
607
|
|
|
714
|
|
|
(107
|
)
|
||||||
Income/(loss) from equity method investments
|
47
|
|
|
35
|
|
|
12
|
|
|
(1,138
|
)
|
|
96
|
|
|
(1,234
|
)
|
||||||
Other income
|
14
|
|
|
16
|
|
|
(2
|
)
|
|
41
|
|
|
45
|
|
|
(4
|
)
|
||||||
Total segment revenues and other income
|
913
|
|
|
901
|
|
|
12
|
|
|
1,330
|
|
|
2,742
|
|
|
(1,412
|
)
|
||||||
Cost of revenues
|
215
|
|
|
227
|
|
|
(12
|
)
|
|
625
|
|
|
619
|
|
|
6
|
|
||||||
Purchased product costs
|
152
|
|
|
129
|
|
|
23
|
|
|
374
|
|
|
489
|
|
|
(115
|
)
|
||||||
Purchases - related parties
|
78
|
|
|
87
|
|
|
(9
|
)
|
|
224
|
|
|
261
|
|
|
(37
|
)
|
||||||
Depreciation and amortization
|
182
|
|
|
189
|
|
|
(7
|
)
|
|
552
|
|
|
543
|
|
|
9
|
|
||||||
Impairment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
2,165
|
|
|
—
|
|
|
2,165
|
|
||||||
General and administrative expenses
|
41
|
|
|
43
|
|
|
(2
|
)
|
|
130
|
|
|
141
|
|
|
(11
|
)
|
||||||
Restructuring expenses
|
9
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||
Other taxes
|
14
|
|
|
13
|
|
|
1
|
|
|
41
|
|
|
41
|
|
|
—
|
|
||||||
Segment income/(loss) from operations
|
222
|
|
|
213
|
|
|
9
|
|
|
(2,790
|
)
|
|
648
|
|
|
(3,438
|
)
|
||||||
Depreciation and amortization
|
182
|
|
|
189
|
|
|
(7
|
)
|
|
552
|
|
|
543
|
|
|
9
|
|
||||||
Impairment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
2,165
|
|
|
—
|
|
|
2,165
|
|
||||||
(Income)/loss from equity method investments
|
(47
|
)
|
|
(35
|
)
|
|
(12
|
)
|
|
1,138
|
|
|
(96
|
)
|
|
1,234
|
|
||||||
Distributions/adjustments related to equity method investments
|
75
|
|
|
75
|
|
|
—
|
|
|
200
|
|
|
215
|
|
|
(15
|
)
|
||||||
Restructuring expenses
|
9
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||
Unrealized derivative losses/(gains)(1)
|
10
|
|
|
(11
|
)
|
|
21
|
|
|
1
|
|
|
(7
|
)
|
|
8
|
|
||||||
Non-cash equity-based compensation
|
1
|
|
|
2
|
|
|
(1
|
)
|
|
4
|
|
|
7
|
|
|
(3
|
)
|
||||||
Adjusted EBITDA attributable to Predecessor
|
—
|
|
|
(25
|
)
|
|
25
|
|
|
—
|
|
|
(167
|
)
|
|
167
|
|
||||||
Adjusted EBITDA attributable to noncontrolling interests
|
(10
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|
(27
|
)
|
|
(23
|
)
|
|
(4
|
)
|
||||||
Segment Adjusted EBITDA(2)
|
442
|
|
|
399
|
|
|
43
|
|
|
1,252
|
|
|
1,120
|
|
|
132
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
131
|
|
|
321
|
|
|
(190
|
)
|
|
375
|
|
|
953
|
|
|
(578
|
)
|
||||||
Investments in unconsolidated affiliates
|
$
|
18
|
|
|
$
|
76
|
|
|
$
|
(58
|
)
|
|
$
|
112
|
|
|
$
|
331
|
|
|
$
|
(219
|
)
|
(1)
|
MPLX makes a distinction between realized and unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, changes in the fair value of the derivative are recorded as an unrealized gain or loss. When a derivative contract matures or is settled, the previously recorded unrealized gain or loss is reversed and the realized gain or loss of the contract is recorded.
|
(2)
|
See the Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income table for the reconciliation to the most directly comparable GAAP measure.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
L&S
|
|
|
|
|
|
|
|
||||||||
Pipeline throughput (mbpd)
|
|
|
|
|
|
|
|
||||||||
Crude oil pipelines
|
3,077
|
|
|
3,367
|
|
|
3,007
|
|
|
3,240
|
|
||||
Product pipelines
|
1,613
|
|
|
1,859
|
|
|
1,701
|
|
|
1,875
|
|
||||
Total pipelines
|
4,690
|
|
|
5,226
|
|
|
4,708
|
|
|
5,115
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Average tariff rates ($ per barrel)(2)
|
|
|
|
|
|
|
|
||||||||
Crude oil pipelines
|
$
|
0.96
|
|
|
$
|
0.97
|
|
|
$
|
0.96
|
|
|
$
|
0.94
|
|
Product pipelines
|
0.85
|
|
|
0.77
|
|
|
0.82
|
|
|
0.73
|
|
||||
Total pipelines
|
$
|
0.93
|
|
|
$
|
0.90
|
|
|
$
|
0.91
|
|
|
$
|
0.86
|
|
|
|
|
|
|
|
|
|
||||||||
Terminal throughput (mbpd)
|
2,701
|
|
|
3,292
|
|
|
2,696
|
|
|
3,267
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Marine Assets (number in operation)(3)
|
|
|
|
|
|
|
|
||||||||
Barges
|
301
|
|
|
264
|
|
|
301
|
|
|
264
|
|
||||
Towboats
|
23
|
|
|
23
|
|
|
23
|
|
|
23
|
|
|
Three Months Ended
September 30, 2020 |
|
Three Months Ended
September 30, 2019 |
||||||||
|
MPLX LP(4)
|
|
MPLX LP Operated(5)
|
|
MPLX LP(4)
|
|
MPLX LP Operated(5)
|
||||
G&P
|
|
|
|
|
|
|
|
||||
Gathering Throughput (MMcf/d)
|
|
|
|
|
|
|
|
||||
Marcellus Operations
|
1,312
|
|
|
1,312
|
|
|
1,271
|
|
|
1,271
|
|
Utica Operations
|
—
|
|
|
1,816
|
|
|
—
|
|
|
2,381
|
|
Southwest Operations
|
1,413
|
|
|
1,479
|
|
|
1,653
|
|
|
1,653
|
|
Bakken Operations
|
130
|
|
|
130
|
|
|
149
|
|
|
149
|
|
Rockies Operations
|
481
|
|
|
659
|
|
|
627
|
|
|
827
|
|
Total gathering throughput
|
3,336
|
|
|
5,396
|
|
|
3,700
|
|
|
6,281
|
|
|
|
|
|
|
|
|
|
||||
Natural Gas Processed (MMcf/d)
|
|
|
|
|
|
|
|
||||
Marcellus Operations
|
4,222
|
|
|
5,706
|
|
|
4,264
|
|
|
5,300
|
|
Utica Operations
|
—
|
|
|
530
|
|
|
—
|
|
|
866
|
|
Southwest Operations
|
1,377
|
|
|
1,439
|
|
|
1,667
|
|
|
1,667
|
|
Southern Appalachian Operations
|
227
|
|
|
227
|
|
|
254
|
|
|
254
|
|
Bakken Operations
|
129
|
|
|
129
|
|
|
149
|
|
|
149
|
|
Rockies Operations
|
481
|
|
|
481
|
|
|
568
|
|
|
568
|
|
Total natural gas processed
|
6,436
|
|
|
8,512
|
|
|
6,902
|
|
|
8,804
|
|
|
|
|
|
|
|
|
|
||||
C2 + NGLs Fractionated (mbpd)
|
|
|
|
|
|
|
|
||||
Marcellus Operations(6)
|
477
|
|
|
477
|
|
|
433
|
|
|
433
|
|
Utica Operations(6)
|
—
|
|
|
30
|
|
|
—
|
|
|
49
|
|
Southwest Operations
|
21
|
|
|
21
|
|
|
19
|
|
|
19
|
|
Southern Appalachian Operations(7)
|
11
|
|
|
11
|
|
|
13
|
|
|
13
|
|
Bakken Operations
|
25
|
|
|
25
|
|
|
29
|
|
|
29
|
|
Rockies Operations
|
3
|
|
|
3
|
|
|
4
|
|
|
4
|
|
Total C2 + NGLs fractionated(8)
|
537
|
|
|
567
|
|
|
498
|
|
|
547
|
|
|
Nine Months Ended
September 30, 2020 |
|
Nine Months Ended
September 30, 2019 |
||||||||
|
MPLX LP(4)
|
|
MPLX LP Operated(5)
|
|
MPLX LP(4)
|
|
MPLX LP Operated(5)
|
||||
G&P
|
|
|
|
|
|
|
|
||||
Gathering Throughput (MMcf/d)
|
|
|
|
|
|
|
|
||||
Marcellus Operations
|
1,372
|
|
|
1,372
|
|
|
1,273
|
|
|
1,273
|
|
Utica Operations
|
—
|
|
|
1,840
|
|
|
—
|
|
|
2,186
|
|
Southwest Operations
|
1,445
|
|
|
1,491
|
|
|
1,618
|
|
|
1,618
|
|
Bakken Operations
|
137
|
|
|
137
|
|
|
149
|
|
|
149
|
|
Rockies Operations
|
523
|
|
|
706
|
|
|
639
|
|
|
835
|
|
Total gathering throughput
|
3,477
|
|
|
5,546
|
|
|
3,679
|
|
|
6,061
|
|
|
|
|
|
|
|
|
|
||||
Natural Gas Processed (MMcf/d)
|
|
|
|
|
|
|
|
||||
Marcellus Operations
|
4,177
|
|
|
5,582
|
|
|
4,211
|
|
|
5,218
|
|
Utica Operations
|
—
|
|
|
587
|
|
|
—
|
|
|
835
|
|
Southwest Operations
|
1,479
|
|
|
1,543
|
|
|
1,608
|
|
|
1,608
|
|
Southern Appalachian Operations
|
231
|
|
|
231
|
|
|
244
|
|
|
244
|
|
Bakken Operations
|
137
|
|
|
137
|
|
|
149
|
|
|
149
|
|
Rockies Operations
|
512
|
|
|
512
|
|
|
575
|
|
|
575
|
|
Total natural gas processed
|
6,536
|
|
|
8,592
|
|
|
6,787
|
|
|
8,629
|
|
|
|
|
|
|
|
|
|
||||
C2 + NGLs Fractionated (mbpd)
|
|
|
|
|
|
|
|
||||
Marcellus Operations(6)
|
466
|
|
|
466
|
|
|
431
|
|
|
431
|
|
Utica Operations(6)
|
—
|
|
|
32
|
|
|
—
|
|
|
45
|
|
Southwest Operations
|
16
|
|
|
16
|
|
|
13
|
|
|
13
|
|
Southern Appalachian Operations(7)
|
12
|
|
|
12
|
|
|
12
|
|
|
12
|
|
Bakken Operations
|
25
|
|
|
25
|
|
|
22
|
|
|
22
|
|
Rockies Operations
|
4
|
|
|
4
|
|
|
4
|
|
|
4
|
|
Total C2 + NGLs fractionated(8)
|
523
|
|
|
555
|
|
|
482
|
|
|
527
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Pricing Information
|
|
|
|
|
|
|
|
||||||||
Natural Gas NYMEX HH ($ per MMBtu)
|
$
|
2.13
|
|
|
$
|
2.33
|
|
|
$
|
1.92
|
|
|
$
|
2.57
|
|
C2 + NGL Pricing ($ per gallon)(9)
|
$
|
0.45
|
|
|
$
|
0.44
|
|
|
$
|
0.40
|
|
|
$
|
0.53
|
|
(1)
|
Operating data is inclusive of operating data for ANDX.
|
(2)
|
Average tariff rates calculated using pipeline transportation revenues divided by pipeline throughput barrels.
|
(3)
|
Represents total at end of period.
|
(4)
|
This column represents operating data for entities that have been consolidated into the MPLX financial statements.
|
(5)
|
This column represents operating data for entities that have been consolidated into the MPLX financial statements as well as operating data for MPLX-operated equity method investments.
|
(6)
|
Hopedale is jointly owned by Ohio Fractionation and MarkWest Utica EMG. Ohio Fractionation is a subsidiary of MarkWest Liberty Midstream. MarkWest Liberty Midstream and MarkWest Utica EMG are entities that operate in the Marcellus and Utica regions, respectively. Marcellus Operations includes Ohio Fractionation’s portion utilized of the jointly owned Hopedale Fractionation Complex. Utica Operations includes MarkWest Utica EMG’s portion utilized of the jointly owned Hopedale Fractionation Complex. Additionally, Sherwood Midstream has the right to fractionation revenue and the obligation to pay expenses related to 40 mbpd of capacity in the Hopedale 3 and Hopedale 4 fractionators.
|
(7)
|
Includes NGLs fractionated for the Marcellus Operations and Utica Operations.
|
(8)
|
Purity ethane makes up approximately 193 mbpd and 182 mbpd of total MPLX Operated, fractionated products for the three months ended September 30, 2020 and 2019, respectively, and approximately 192 mbpd and 189 mbpd of total fractionated products for the nine months ended September 30, 2020 and 2019, respectively. Purity ethane makes up approximately 188 mbpd and 172 mbpd of total MPLX LP consolidated, fractionated products for the three months ended September 30, 2020 and 2019, respectively, and approximately 186 mbpd and 179 mbpd of total fractionated products for the nine months ended September 30, 2020 and 2019, respectively.
|
(9)
|
C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 35 percent ethane, 35 percent propane, six percent Iso-Butane, 12 percent normal butane and 12 percent natural gasoline.
|
|
Nine Months Ended September 30,
|
||||||
(In millions)
|
2020
|
|
2019
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
3,336
|
|
|
$
|
2,990
|
|
Investing activities
|
(1,060
|
)
|
|
(2,189
|
)
|
||
Financing activities
|
(2,263
|
)
|
|
(845
|
)
|
||
Total
|
$
|
13
|
|
|
$
|
(44
|
)
|
Rating Agency
|
|
Rating
|
Moody’s
|
|
Baa2 (negative outlook)
|
Standard & Poor’s
|
|
BBB (negative outlook)
|
Fitch
|
|
BBB (negative outlook)
|
|
September 30, 2020
|
||||||||||
(In millions)
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Available
Capacity
|
||||||
Bank revolving credit facility due 2024(1)
|
$
|
3,500
|
|
|
$
|
(95
|
)
|
|
$
|
3,405
|
|
MPC Loan Agreement
|
1,500
|
|
|
—
|
|
|
1,500
|
|
|||
Total liquidity
|
$
|
5,000
|
|
|
$
|
(95
|
)
|
|
4,905
|
|
|
Cash and cash equivalents
|
|
|
|
|
28
|
|
|||||
Total liquidity
|
|
|
|
|
$
|
4,933
|
|
(1)
|
Outstanding borrowings include less than $1 million in letters of credit outstanding under this facility.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions, except per unit data)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Distribution declared:
|
|
|
|
|
|
|
|
||||||||
Limited partner units - public
|
$
|
270
|
|
|
$
|
266
|
|
|
$
|
810
|
|
|
$
|
718
|
|
Limited partner units - MPC
|
445
|
|
|
438
|
|
|
1,348
|
|
|
1,201
|
|
||||
Total LP distribution declared
|
715
|
|
|
704
|
|
|
2,158
|
|
|
1,919
|
|
||||
Series A preferred units
|
20
|
|
|
20
|
|
|
61
|
|
|
61
|
|
||||
Series B preferred units
|
10
|
|
|
10
|
|
|
31
|
|
|
31
|
|
||||
Total distribution declared
|
745
|
|
|
734
|
|
|
2,250
|
|
|
2,011
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cash distributions declared per limited partner common unit
|
$
|
0.6875
|
|
|
$
|
0.6775
|
|
|
$
|
2.0625
|
|
|
$
|
2.0025
|
|
|
Nine Months Ended September 30,
|
||||||
(In millions)
|
2020
|
|
2019
|
||||
Capital expenditures:
|
|
|
|
||||
Maintenance
|
$
|
108
|
|
|
$
|
174
|
|
Maintenance reimbursements
|
(31
|
)
|
|
(34
|
)
|
||
Growth
|
677
|
|
|
1,479
|
|
||
Growth reimbursements
|
(2
|
)
|
|
(17
|
)
|
||
Total capital expenditures
|
752
|
|
|
1,602
|
|
||
Less: (Decrease)/increase in capital accruals
|
(197
|
)
|
|
(67
|
)
|
||
Asset retirement expenditures
|
—
|
|
|
1
|
|
||
Additions to property, plant and equipment, net of reimbursements(1)
|
949
|
|
|
1,668
|
|
||
Investments in unconsolidated affiliates
|
244
|
|
|
494
|
|
||
Acquisitions
|
—
|
|
|
(6
|
)
|
||
Total capital expenditures and acquisitions
|
1,193
|
|
|
2,156
|
|
||
Less: Maintenance capital expenditures (including reimbursements)
|
77
|
|
|
140
|
|
||
Acquisitions
|
—
|
|
|
(6
|
)
|
||
Total growth capital expenditures(2)
|
$
|
1,116
|
|
|
$
|
2,022
|
|
(1)
|
This amount is represented in the Consolidated Statements of Cash Flows as Additions to property, plant and equipment after excluding growth and maintenance reimbursements. Reimbursements are shown as Contributions from MPC within the Financing activities section of the Consolidated Statements of Cash Flows.
|
(2)
|
Amount excludes contributions from noncontrolling interests of zero and $94 million for the nine months ended September 30, 2020 and 2019, respectively, as reflected in the financing section of our statement of cash flows. Also excludes a $69 million return of capital from our Wink to Webster Pipeline joint venture in the first quarter of 2020, a $41 million return of capital from our Whistler Pipeline joint venture in the second quarter of 2020 and a $2 million return of capital from our Rio Pipeline joint venture in the third quarter of 2020. These are reflected in the investing section of our statement of cash flows for the nine months ended September 30, 2020.
|
•
|
Future Operating Performance. Our estimates of future operating performance are based on our analysis of various supply and demand factors, which include, among other things, industry-wide capacity, our planned utilization rate, end-user demand, capital expenditures and economic conditions as well as commodity prices. Such estimates are consistent with those used in our planning and capital investment reviews.
|
•
|
Future volumes. Our estimates of future throughput of crude oil, natural gas, NGL and refined product volumes are based on internal forecasts and depend, in part, on assumptions about our customers’ drilling activity which is inherently subjective and contingent upon a number of variable factors (including future or expected pricing considerations), many of which are difficult to forecast. Management considers these volume forecasts and other factors when developing our forecasted cash flows.
|
•
|
Discount rate commensurate with the risks involved. We apply a discount rate to our cash flows based on a variety of factors, including market and economic conditions, operational risk, regulatory risk and political risk. This discount rate is also compared to recent observable market transactions, if possible. A higher discount rate decreases the net present value of cash flows.
|
•
|
Future capital requirements. These are based on authorized spending and internal forecasts.
|
(In millions)
|
Fair value as of September 30, 2020(1)
|
|
Change in Fair Value(2)
|
|
Change in Income Before Income Taxes for the Nine Months Ended
September 30, 2020(3) |
||||||
Long-term debt (including amounts due within one year)
|
|
|
|
|
|
||||||
Fixed-rate
|
$
|
20,626
|
|
|
$
|
1,831
|
|
|
N/A
|
|
|
Variable-rate
|
$
|
1,095
|
|
|
$
|
19
|
|
|
$
|
24
|
|
Period
|
|
Total Number
of Units Purchased(a) |
|
Average
Price Paid per Unit(a) |
|
Total Number of
Units Purchased as Part of Publicly Announced Plans or Programs |
|
Maximum Dollar
Value of Units that May Yet Be Purchased Under the Plans or Programs |
||||||
07/01/2020-07/31/2020
|
18,582,088
|
|
|
$
|
18.30
|
|
|
—
|
|
|
$
|
—
|
|
|
08/01/2020-08/31/2020
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
09/01/2020-09/30/2020
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
18,582,088
|
|
|
18.30
|
|
|
—
|
|
|
|
(a)
|
On July 31, 2020, MPLX entered into a Redemption Agreement (the “Redemption Agreement”) with WRSW, an Arizona Corporation and wholly owned subsidiary of MPC, pursuant to which MPLX agreed to transfer to WRSW all of the outstanding membership interests in WRW in exchange for the redemption of MPLX common units held by WRSW. Per the terms of the Redemption Agreement, MPLX redeemed 18,582,088 common units (the “Redeemed Units”) held by WRSW on July 31, 2020. The number of Redeemed Units was calculated by dividing WRW’s aggregate valuation of $340 million by the simple average of the volume weighted average NYSE prices of an MPLX common unit for the ten trading days ending at market close on July 27, 2020. MPLX canceled the Redeemed Units immediately following the Wholesale Exchange.
|
|
|
|
|
Incorporated by Reference From
|
|
|
|
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
|
Filing Date
|
|
SEC File No.
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
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
|
|
|
8-K
|
|
4.1
|
|
|
8/18/2020
|
|
001-35714
|
|
|
|
|
|
4.2
|
|
|
8-K
|
|
4.2
|
|
|
8/18/2020
|
|
001-35714
|
|
|
|
|
|
10.1
|
|
|
10-Q
|
|
10.1
|
|
|
8/3/2020
|
|
001-35714
|
|
|
|
|
|
10.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
10.3
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
10.4
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
10.5
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
Incorporated by Reference From
|
|
|
|
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
|
Filing Date
|
|
SEC File No.
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
10.6
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
10.7
|
|
|
8-K
|
|
10.1
|
|
|
11/5/2020
|
|
001-35714
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
31.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
32.1
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
||
32.2
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
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 6, 2020
|
By:
|
|
/s/ C. Kristopher Hagedorn
|
|
|
|
C. Kristopher Hagedorn
|
|
|
|
Vice President and Controller of MPLX GP LLC (the general partner of MPLX LP)
|
1.
|
Except for the provisions of the Agreement specifically addressed in this Amendment, all other provisions of the Agreement shall remain in full force and effect.
|
2.
|
Capitalized terms used but not defined in this Amendment shall have the meaning ascribed to such terms in the Agreement.
|
3.
|
Schedule 3.1 of the Agreement is hereby deleted in its entirety and replaced with the attached Schedule 3.1.
|
4.
|
Schedule 5.1 of the Agreement is hereby deleted in its entirety and replaced with the attached Schedule 5.1.
|
5.
|
The effective date of this Amendment is September 1, 2020.
|
6.
|
This Amendment constitutes the entire agreement among the Parties regarding this subject matter and may be amended or modified only by a written instrument signed by each of the Parties and supersedes any other prior agreements or understandings of the Parties relating to this subject matter and the Parties are not relying on any statement, representation, promise or inducement not expressly set forth herein.
|
7.
|
This Amendment may be executed in one or more counterparts, and in both original form and one or more photocopies, each of which shall be deemed to be an original, but all of which together shall be deemed to constitute one and the same instrument.
|
Marathon Petroleum Company LP
|
|
MPLX Terminals LLC
|
||
By: MPC Investment LLC, its General Partner
|
|
|
||
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ P. A. Melton
|
|
By:
|
/s/ L. A. Wilkins
|
|
|
|
|
|
Name:
|
P. A. Melton
|
|
Name:
|
L. A. Wilkins
|
|
|
|
|
|
Title:
|
Vice President
|
|
Title:
|
President
|
|
|
|
|
|
Terminal Name
|
State
|
Region
|
Facility Type
|
Loading Hours
|
Gallons
|
RC Assets
|
||
Lanes
|
Docks
|
Shell Capacity
|
||||||
Bay City
|
MI
|
MW
|
Pipeline
|
24/7
|
71,625,000
|
3
|
|
437,600
|
Bellevue
|
OH
|
MW
|
Pipeline
|
24/7
|
5,664,000
|
1
|
|
-
|
Belton
|
SC
|
SE
|
Pipeline
|
24/7
|
74,949,000
|
3
|
|
370,500
|
Birmingham
|
AL
|
SE
|
Pipeline
|
24/7
|
58,131,000
|
2
|
|
251,000
|
Brecksville
|
OH
|
MW
|
Pipeline
|
24/7
|
30,912,000
|
2
|
|
454,800
|
Canton
|
OH
|
MW
|
Refinery
|
24/7
|
159,134,000
|
6
|
|
48,500
|
Champaign
|
IL
|
MW
|
Pipeline
|
24/7
|
96,441,000
|
4
|
|
554,500
|
Charleston
|
WV
|
MW
|
Barge
|
24/7
|
36,360,000
|
2
|
1
|
165,700
|
Charlotte (East)
|
NC
|
SE
|
Pipeline
|
24/7
|
152,622,000
|
4
|
|
451,800
|
Charlotte (West)*
|
NC
|
SE
|
Pipeline
|
24/7
|
0
|
0
|
|
0
|
Cincinnati
|
OH
|
MW
|
Barge
|
24/7
|
54,021,000
|
2
|
1
|
438,700
|
Columbus (East & West)
|
OH
|
MW
|
Pipeline
|
24/7
|
197,481,000
|
4
|
|
749,700
|
Columbus (GA)
|
GA
|
SE
|
Pipeline
|
24/7
|
22,335,000
|
1
|
|
132,600
|
Covington
|
KY
|
MW
|
Barge
|
24/7
|
100,056,000
|
4
|
1
|
342,100
|
Detroit
|
MI
|
MW
|
Refinery
|
24/7
|
260,460,000
|
6
|
|
-
|
Doraville
|
GA
|
SE
|
Pipeline
|
24/7
|
52,626,000
|
2
|
|
217,100
|
Evansville
|
IN
|
MW
|
Barge
|
24/7
|
37,686,000
|
2
|
1
|
126,000
|
Flint
|
MI
|
MW
|
Pipeline
|
24/7
|
37,401,000
|
2
|
|
223,800
|
Ft. Lauderdale (Eisenhower)
|
FL
|
SE
|
Marine
|
24/7
|
112,170,000
|
4
|
1
|
559,900
|
Ft. Lauderdale (Spangler)
|
FL
|
SE
|
Marine
|
24/7
|
107,451,000
|
3
|
1
|
473,800
|
Garyville
|
LA
|
SE
|
Refinery
|
24/7
|
61,788,000
|
2
|
|
96,700
|
Greensboro (Guilford County)
|
NC
|
SE
|
Pipeline
|
24/7
|
78,170,000
|
|
|
414,700
|
Hammond
|
IN
|
MW
|
Pipeline
|
24/7
|
117,831,000
|
3
|
|
1,193,800
|
Heath
|
OH
|
MW
|
Pipeline
|
24/7
|
49,524,000
|
2
|
|
11,100
|
Huntington
|
IN
|
MW
|
Pipeline
|
24/7
|
35,220,000
|
2
|
|
187,000
|
Indianapolis
|
IN
|
MW
|
Pipeline
|
24/7
|
64,806,000
|
3
|
|
951,600
|
Jackson
|
MI
|
MW
|
Pipeline
|
24/7
|
21,828,000
|
2
|
|
263,700
|
Jacksonville
|
FL
|
SE
|
Marine
|
24/7
|
139,122,000
|
5
|
1
|
1,142,000
|
Kenova/Catlettsburg Docks
|
WV/KY
|
MW
|
Marine Docks
|
24/7
|
712,500,000
|
|
4
|
1,421,100
|
Knoxville
|
TN
|
SE
|
Pipeline
|
24/7
|
77,520,000
|
4
|
|
332,800
|
Lansing
|
MI
|
MW
|
Pipeline
|
24/7
|
59,682,000
|
3
|
|
174,700
|
Lexington
|
KY
|
MW
|
Pipeline
|
24/7
|
79,470,000
|
3
|
|
205,300
|
Lima
|
OH
|
MW
|
Pipeline
|
24/7
|
92,961,000
|
2
|
|
854,000
|
Louisville (Algonquin)
|
KY
|
MW
|
Barge
|
24/7
|
202,890,000
|
6
|
1
|
1,215,400
|
Terminal Name
|
Base Throughput Fee*
|
Excess Throughput Fee*
|
Bay City
|
0.01634260
|
0.01347734
|
Bellevue
|
0.01326510
|
0.01326510
|
Belton
|
0.01443243
|
0.01273450
|
Birmingham
|
0.01496303
|
0.01284062
|
Brecksville
|
0.03310969
|
0.01326510
|
Canton
|
0.01326510
|
0.01326510
|
Champaign
|
0.01411407
|
0.01326510
|
Charleston
|
0.02292209
|
0.01368958
|
Charlotte (East & West)
|
0.01464467
|
0.01305286
|
Cincinnati
|
0.02950158
|
0.01368958
|
Columbus (East & West)
|
0.01241613
|
0.01241613
|
Columbus (GA)
|
0.02727305
|
0.01294674
|
Covington
|
0.01655484
|
0.01623648
|
Detroit
|
0.01326510
|
0.01326510
|
Doraville
|
0.01963235
|
0.01294674
|
Evansville
|
0.02079968
|
0.01390182
|
Flint
|
0.02292209
|
0.01337122
|
Ft. Lauderdale (Eisenhower)
|
0.01782829
|
0.01337122
|
Ft. Lauderdale (Spangler)
|
0.01432631
|
0.01432631
|
Garyville
|
0.01400795
|
0.01241613
|
Greensboro (Friendship) – Guilford County
|
0.01273450
|
0.01273450
|
Hammond
|
0.01920786
|
0.01252225
|
Heath
|
0.01220389
|
0.01220389
|
Huntington
|
0.01931399
|
0.01347734
|
Indianapolis
|
0.02642408
|
0.01347734
|
Jackson
|
0.03947694
|
0.01347734
|
Jacksonville
|
0.02897098
|
0.01390182
|
Kenova/Catlettsburg Docks
|
0.00689785
|
0.00689785
|
Knoxville
|
0.01305286
|
0.01262838
|
Lansing
|
0.01496303
|
0.01347734
|
Lexington
|
0.01337122
|
0.01305286
|
Lima
|
0.01825278
|
0.01220389
|
Louisville (Algonquin)
|
0.01857114
|
0.01273450
|
Louisville (Kramers)
|
0.01581200
|
0.01337122
|
Macon
|
0.01411407
|
0.01241613
|
Marietta
|
0.02154252
|
0.01368958
|
Midland
|
0.02493839
|
0.01199165
|
Montgomery
|
0.01644872
|
0.01284062
|
Mt. Prospect
|
0.02313433
|
0.01326510
|
Mt. Vernon
|
0.01687321
|
0.01167329
|
Muncie
|
0.01697933
|
0.01326510
|
Nashville (Bordeaux)
|
0.01475079
|
0.01284062
|
Nashville (Downtown)
|
0.02090580
|
0.01284062
|
Nashville (51st)
|
0.01750993
|
0.01284062
|
Niles
|
0.01899562
|
0.01315898
|
North Muskegon
|
0.01347734
|
0.01347734
|
Oregon
|
0.01708545
|
0.01326510
|
Paducah
|
0.02706080
|
0.01326510
|
Powder Springs
|
0.01549364
|
0.01294674
|
Robinson
|
0.01390182
|
0.01294674
|
Rockford
|
0.02111804
|
0.01305286
|
Romulus
|
0.03703616
|
0.01358346
|
Selma (Buffalo)
|
0.01294674
|
0.01294674
|
Selma (West Oak)
|
0.01294674
|
0.01294674
|
Speedway
|
0.01347734
|
0.01347734
|
Steubenville
|
0.03194236
|
0.01315898
|
Tampa
|
0.01453855
|
0.01347734
|
Viney Branch
|
0.01337122
|
0.01337122
|
Youngstown
|
0.02313433
|
0.01284062
|
A)
|
Facilities with Third Party Licensed Blending Technology
|
Location
|
Market
|
GPV Price Calculation
|
Bay City
|
Chicago
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
CharlotteEast
|
Gulf Coast
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Jacksonville
|
Gulf Coast
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Lansing
|
Chicago
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Nashville 51st
|
Gulf Coast
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Selma Buffalo
|
Gulf Coast
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Selma Oak
|
Gulf Coast
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Speedway
|
Chicago
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
North Muskegon
|
Chicago
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Tampa
|
Gulf Coast
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
B)
|
Facilities Without Third Party Blending Technology
|
1.
|
Tank Daily Gasoline Value (“TDGV”): Expressed as a formula:
|
a.
|
GPV is calculated by location using the daily posted average Argus 85 CBOB or Argus PREM spot prices for the respective blend and market derived from Schedule 3.1.
|
2.
|
Tank Daily Butane Value (“TDBV”): the daily agreed upon tank butane purchase price (“TBPP”) from supplier, plus the total daily RIN value (“DRV”), multiplied by the daily total number of butane Gallons blended (“GB”). Expressed as a formula:
|
a.
|
TC is the trucking cost of transporting one Gallon of butane (in the most cost effective method possible) to a terminal blending location.
|
b.
|
DRV will be determined by using the percentage of each type of RINs specified by the Renewable Fuel Standard Program updated annually to the most recent requirements and will be adjusted retroactively for any difference between the requirements at the time of the calculation and the requirements contained in a final rule establishing Renewable Volume Obligations for the year. OPIS daily posting for the respective RINs pricing will be used. In order to minimize the daily average RINs Cost, posting for prior years RINs will be used up to the maximum allowable percentage.
|
3.
|
Tank Daily Pentane Value (“TDPV”): the daily agreed upon tank pentane purchase price (“TPPP”) from supplier, plus the total daily RIN value (“DRV”), multiplied by the daily total number of butane Gallons blended (“GB”). Expressed as a formula:
|
a.
|
TC is the trucking costs of transporting one Gallon of pentane (in the most cost-effective manner) to a terminal blending location.
|
b.
|
DRV will be determined by using the percentage of each type of RINs specified by the Renewable Fuel Standard Program updated annually or the most recent requirements and will be adjusted retroactively for any difference between the requirements at the time of the calculation and the requirements contained in a final rule establishing Renewable Volume Obligations for the year. OPIS daily posting for the respective RINs pricing will be used. In order to minimize the daily average RINs Cost, postings for the prior years RINs will be used up to the maximum allowable percentage.
|
4.
|
In the event MPC requests a butane skid for temporary use at an MPC owned terminal(s), MPC shall pay an MPLX Tank Butane Blending Equipment Service Fee equal to 5% of the blending value. Expressed as a formula:
|
a.
|
MPLX Tank Butane Blending Equipment Service Fee = (TDGV-TDBV)* 5%.
|
5.
|
Annual Adjustment to Revenue: This cost or revenue is intended to cover changes in the estimated vs actual transportation costs. Annually during the month of April, MPC will issue an adjustment of revenue to MPLX. This adjustment will be the result in changes of actual vs previously estimated trucking costs associated with delivery of butane to the terminals for the previous April- March.
|
C)
|
Kenova Blending
|
1.
|
Marathon Daily Gasoline Value (“MDGV”): Expressed as a formula:
|
2.
|
Marathon Daily Butane Value (“MDBV”): the daily agreed upon Marathon butane purchase price (“MBPP”) from supplier, plus the total daily RIN value (“DRV”), multiplied by the daily total number of butane Gallons blended (“GB”). Expressed as a formula:
|
3.
|
Marathon Daily Pentane Value (“MDPV”): the daily agreed upon Marathon pentane purchase price (“MPPP”) from supplier, plus the total daily RIN value (“DRV”), multiplied by the daily total number of butane Gallons blended (“GB”). Expressed as a formula:
|
1.
|
Exhibit B and Exhibit C of the Agreement are deleted in their entirety and replaced with attached Exhibit B and Exhibit C.
|
2.
|
Except as amended herein, all other terms and conditions of the Agreement shall remain in full force and effect. In the event of any conflict between the terms of the provision of this Amendment and the terms and provisions of the Agreement, the terms and provisions of this Amendment shall prevail. Any terms not defined in this Amendment shall have the same meaning as specified in the Agreement.
|
IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the date first written above.
|
||||
|
|
|
|
|
MARATHON PETROLEUM COMPANY LP
|
|
HARDIN STREET MARINE LLC
|
||
By: MPC Investment LLC, its General Partner
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Andy Melton
|
|
By:
|
/s/ Todd Sandifer
|
|
|
|
|
|
|
|
|
|
|
Name:
|
Andy Melton
|
|
Name:
|
M. Todd Sandifer
|
|
|
|
|
|
|
|
|
|
|
Title:
|
Light Products Supply Ops & Trading VP
|
|
Title:
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fleeting Services
Mooring services for barges
|
Subject to Section 4.3(a):
• June 1, 2020 and after: 190 spaces* at a rate of $103.69 per day.
|
Tankerman Services
U.S. Coast Guard licensed tankerman services for assurance of safe transfer of refined, chemical and liquefied gas cargoes.
|
Billed in aggregate monthly at hourly rates for each barge transfer, plus overtime rates for time in excess of eight hours, as listed on Exhibit G, plus mileage for travel by a tankerman in a personally owned vehicle at the Internal Revenue Service published standard mileage rate when traveling between work sites, or when called from home to report tankerman duties.
|
Cleaning and Repair Facility Charges
Cleaning of Cargo tanks, voids, boat bilges and fuel/slop tanks. This includes labor, materials, and services.
Other routine repair and maintenance services at MPC facilities, including, but not limited to: labor and materials for welding, electrical, mechanical, and hose and pipe testing.
|
Billed in aggregate monthly at market rates for the number of hours required for each service. Labor is billed hourly; materials and supplies shall be billed at cost plus thirty percent.
|
Equipment Category
|
Quantity
|
C1 Barge Clean Small
|
27
|
C2 Barge Clean 10K
|
18
|
C3 Barge Clean 30K
|
212
|
H2 Barge Heater 10K
|
2
|
H3 Barge Heater 30K
|
46
|
B1 Boat 1000-1999 HP
|
2
|
B2 Boat 2000-2999 HP
|
5
|
B3 Boat 3000-3999 HP
|
5
|
B4 Boat 4000-4999 HP
|
10
|
B5 Boat 6000-6999 HP
|
1
|
Marathon Petroleum Company LP
|
|
|
|
|
By MPC Investment LLC, its general partner
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Daniel T. Kimmel
|
|
|
|
Name:
|
Daniel T. Kimmel
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
ACKNOWLEDGED AND AGREED:
|
|
CONSENT TO ASSIGNMENT GRANTED:
|
||
|
|
|
|
|
Marathon Petroleum Trading and Supply LLC
|
|
Hardin Street Transportation LLC
|
||
|
|
|
|
|
By:
|
/s/ Dana S. Holden
|
|
By:
|
/s/ Shawn M. Lyon
|
Name:
|
Dana S. Holden
|
|
Name:
|
Shawn M. Lyon
|
Title:
|
Vice President
|
|
Title:
|
President
|
1
|
Transportation Services Agreement between Hardin Street Transportation LLC and Marathon Petroleum Company LP dated 1/1/2015, as amended, to provide transportation services for Products and Crude Petroleum
|
|
Marathon Petroleum Company LP
|
|
|
|
|
By MPC Investment LLC, its general partner
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Daniel T. Kimmel
|
|
|
|
Name:
|
Daniel T. Kimmel
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
ACKNOWLEDGED AND AGREED:
|
|
CONSENT TO ASSIGNMENT GRANTED:
|
||
|
|
|
|
|
Marathon Petroleum Trading and Supply LLC
|
|
Marathon Pipe Line LLC
|
||
|
|
|
|
|
By:
|
/s/ Dana S. Holden
|
|
By:
|
/s/ Shawn M. Lyon
|
Name:
|
Dana S. Holden
|
|
Name:
|
Shawn M. Lyon
|
Title:
|
Vice President
|
|
Title:
|
President
|
1
|
Letter Agreement dated 5/2/2000 between Marathon Pipe Line LLC (fka Marathon Ashland Pipe Line LLC) and Marathon Petroleum Company LP (fka Marathon Ashland Petroleum LLC) relating to crude oil deliveries on the Capline Pipeline System.
|
|
|
2
|
Storage Services Agreement between Marathon Pipe Line LLC and Marathon Petroleum Company LP dated 9/24/2012, as amended, relating to storage at the Patoka, Illinois Tank Farm.
|
|
|
3
|
Storage Services Agreement between Marathon Pipe Line LLC and Marathon Petroleum Company LP dated 9/24/2012, as amended, relating to storage at the Lebanon, Indiana Tank Farm.
|
|
|
4
|
Storage Services Agr. between Marathon Pipe Line LLC and Marathon Petroleum Company LP dated 11/10/2017 relating to storage at the Texas City, Texas Tank Farm.
|
|
|
5
|
Transportation Services Agreement between Marathon Pipe Line LLC and Marathon Petroleum Company LP dated 10/31/2012 relating to the Crude Petroleum Pipeline System utilizing the Wood River or Roxanna to Patoka Pipeline Segments.
|
|
|
6
|
Transportation Services Agreement between Marathon Pipe Line LLC and Marathon Petroleum Company LP dated 10/31/2012 relating to the Crude Petroleum Pipeline System utilizing the Catlettsburg or Robinson Crude Pipeline Segments.
|
|
|
7
|
Transportation Services Agreement between Marathon Pipe Line LLC and Marathon Petroleum Company LP dated 10/31/2012 relating to the Crude Petroleum Pipeline System with origination points located in Patoka and Martinsville, Illinois and having a destination in Lima, Ohio.
|
|
|
8
|
Transportation Services Agreement between Marathon Pipe Line LLC and Marathon Petroleum Company LP dated 10/31/2012 relating to the Crude Petroleum Pipeline System utilizing the Samaria and Romulus to Detroit Pipeline Segments.
|
|
|
9
|
Woodpat Expanded Pipeline Transportation Services Agreement between Marathon Pipe Line LLC and Marathon Petroleum Company LP dated 9/6/2017.
|
|
|
10
|
Ozark-Woodpat Expanded Pipeline Transportation Services Agreement between Marathon Pipe Line LLC and Marathon Petroleum Company LP effective 2/19/2018.
|
|
|
11
|
Transportation Services Agreement (Texas City) between Marathon Pipe Line LLC and Marathon Petroleum Company LP dated 4/1/2019.
|
|
|
12
|
Crude Oil Inline Mixing Services Agreement between Marathon Pipe Line LLC and Marathon Petroleum Company LP dated 8/19/2019, as amended.
|
Marathon Petroleum Company LP
|
|
|
|
|
By MPC Investment LLC, its general partner
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Daniel T. Kimmel
|
|
|
|
Name:
|
Daniel T. Kimmel
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
ACKNOWLEDGED AND AGREED:
|
|
CONSENT TO ASSIGNMENT GRANTED:
|
||
|
|
|
|
|
Marathon Petroleum Trading and Supply LLC
|
|
Marathon Pipe Line LLC
|
||
|
|
|
|
|
By:
|
/s/ Dana S. Holden
|
|
By:
|
/s/ Shawn M. Lyon
|
Name:
|
Dana S. Holden
|
|
Name:
|
Shawn M. Lyon
|
Title:
|
Vice President
|
|
Title:
|
President
|
1
|
Storage Services Agreement between Marathon Pipe Line LLC and Marathon Petroleum Company LP dated 9/24/2012 relating to storage of Crude Petroleum and Products at the Wood River, Illinois Tank Farm
|
|
|
2
|
Storage Services Agreement between Marathon Pipe Line LLC and Marathon Petroleum Company LP dated 9/24/2012, as amended, relating to storage at the Martinsville, Illinois Tank Farm
|
|
|
3
|
Transportation Services Agreement between Marathon Pipe Line LLC and Marathon Petroleum Company LP dated 10/31/2012, as amended, relating to Crude Petroleum and Condensate transportation services at the MPL barge facility located in Wood River, Illinois
|
|
|
4
|
Transportation Services Agreement between Marathon Pipe Line LLC and Marathon Petroleum Company LP dated 6/11/2015 relating to Product (Condensate)
|
|
|
5
|
Transportation Services Agreement between Marathon Pipe Line LLC and Marathon Petroleum Company LP dated 11/1/2017 relating to the transport of Commodities on the Pipeline System utilizing the Lima-Canton and St James -Garyville Crude Pipeline Segments.
|
|
|
6
|
Kankakee, Hammond, East Chicago Incentive Program Transportation Services Agreement dated 4/1/2020 between Marathon Pipe Line LLC and Marathon Petroleum Company 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 6, 2020
|
|
/s/ Michael J. Hennigan
|
|
|
Michael J. Hennigan
|
|
|
Chairman of the Board, 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 6, 2020
|
|
/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 6, 2020
|
|
|
|
|
|
/s/ Michael J. Hennigan
|
|
|
Michael J. Hennigan
|
|
|
Chairman of the Board, 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 6, 2020
|
|
|
|
|
|
/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)
|
|
|