UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________

FORM 10-Q

____________________________________________



(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2020~~2021



☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-35714

_____________________________________________

MPLX LP

(Exact name of registrant as specified in its charter)

_____________________________________________

Delaware

27-0005456

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

200 E. Hardin Street,

Findlay,

Ohio

45840

(Address of principal executive offices)

(Zip code)

(~~419~~) (419) 421-2414

(Registrant’s telephone number, including area code)

_____________________________________________



Securities Registered pursuant to Section 12(b) of the Act
Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Units Representing Limited Partnership Interests	MPLX	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer		x	Accelerated filer	☐
Non-accelerated filer		☐	Smaller reporting company	☐
~~Non-accelerated filer~~		☐	~~Smaller reporting company~~	☐
	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No x

MPLX LP had ~~1,058,603,592~~1,029,527,052 common units outstanding at ~~May 1, 2020.~~April 30, 2021.

Table of Contents

Unless the context otherwise requires, references in this report to “MPLX LP,” “MPLX,” “the Partnership,” “we,” “our,” “us,” or like terms refer to MPLX LP and its subsidiaries. Additionally, throughout this Quarterly Report on Form 10-Q, we have used terms in our discussion of the business and operating results that have been defined in our Glossary of Terms.

Table of Contents

Glossary of Terms

The abbreviations, acronyms and industry technology used in this report are defined as follows.



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~~

FASB		Financial Accounting Standards Board
GAAP		Accounting principles generally accepted in the United States of America
~~LIBOR~~



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 Andeavor Logistics LP (“ANDX”) prior to the date of the acquisition, July 30, 2019, effective October 1, 2018~~


Realized derivative gain/loss		The gain or loss recognized when a derivative matures or is settled
SEC		United States Securities and Exchange Commission
~~SMR~~		~~Steam methane reformer, operated by a third party and located at the Javelina gas processing and fractionation complex in Corpus Christi, Texas~~
Unrealized derivative gain/loss	The gain or loss recognized on a derivative due to changes in fair value prior to the instrument maturing or settling
VIE		Variable interest entity
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.

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Part I—Financial Information

Item 1. Financial Statements

MPLX LP

Consolidated Statements of Income (Unaudited)


	Three Months Ended March 31,
(In millions, except per unit data)	2021		2020
Revenues and other income:
Service revenue	$	589	$	612
Service revenue - related parties	872		928
Service revenue - product related	77		39
Rental income	99		96
Rental income - related parties	242		234
Product sales	282		169
Product sales - related parties	42		33

Income/(loss) from equity method investments(1)	70		(1,184)
Other income	1		1
Other income - related parties	65		64
Total revenues and other income	2,339		992
Costs and expenses:
Cost of revenues (excludes items below)	273		368
Purchased product costs	276		135
Rental cost of sales	32		35
Rental cost of sales - related parties	39		46
Purchases - related parties	298		276
Depreciation and amortization	329		325
Impairment expense	0		2,165
General and administrative expenses	86		97

Other taxes	32		31
Total costs and expenses	1,365		3,478
Income/(loss) from operations	974		(2,486)
Related party interest and other financial costs	0		3
Interest expense (net of amounts capitalized of $5 million, $13 million, respectively)	198		211
Other financial costs	27		16
Income/(loss) before income taxes	749		(2,716)
Provision for income taxes	1		0
Net income/(loss)	748		(2,716)
Less: Net income attributable to noncontrolling interests	9		8

Net income/(loss) attributable to MPLX LP	739		(2,724)
Less: Series A preferred unit distributions	20		20
Less: Series B preferred unit distributions	11		11

Limited partners’ interest in net income/(loss) attributable to MPLX LP	$	708	$	(2,755)
Per Unit Data (See Note 6)
Net income/(loss) attributable to MPLX LP per limited partner unit:
Common - basic	$	0.68	$	(2.60)
Common - diluted	$	0.68	$	(2.60)
Weighted average limited partner units outstanding:
Common - basic	1,037		1,058
Common - diluted	1,037		1,058

Three Months Ended
March 31,
(In millions, except per unit data) 2020
2019⁽¹⁾
Revenues and other income:
Service revenue $ 612
$ 614
Service revenue - related parties 928
803
Service revenue - product related 39
34
Rental income 96
99
Rental income - related parties 234
325
Product sales 169
216
Product sales - related parties 33
41
Income/(loss) from equity method investments⁽²⁾
(1,184 ) 77
Other income 1
—
Other income - related parties 64
26
Total revenues and other income 992
2,235
Costs and expenses:
Cost of revenues (excludes items below) 368
339
Purchased product costs 135
194
Rental cost of sales 35
37
Rental cost of sales - related parties 46
43
Purchases - related parties 276
278
Depreciation and amortization 325
301
Impairment expense 2,165
—
General and administrative expenses 97
101
Other taxes 31
30
Total costs and expenses 3,478
1,323
Income/(loss) from operations (2,486 ) 912
Related party interest and other financial costs 3
1
Interest expense (net of amounts capitalized of $13 million and $11 million, respectively) 211
214
Other financial costs 16
9
Income/(loss) before income taxes (2,716 ) 688
(Benefit)/provision for income taxes —
(1 )
Net income/(loss) (2,716 ) 689
Less: Net income attributable to noncontrolling interests 8
6
Less: Net income attributable to Predecessor —
180
Net income/(loss) attributable to MPLX LP (2,724 ) 503
Less: Series A preferred unit distributions 20
20
Less: Series B preferred unit distributions 11
—
Limited partners’ interest in net income/(loss) attributable to MPLX LP $ (2,755 ) $ 483
Per Unit Data (See Note 6)
Net income/(loss) attributable to MPLX LP per limited partner unit:
Common - basic $ (2.60 ) $ 0.61
Common - diluted $ (2.60 ) $ 0.61
Weighted average limited partner units outstanding:
Common - basic 1,058
794
Common - diluted 1,058
795

(1) The 2020 period includes $1,264 million of impairment expense. See Note 4.

The accompanying notes are an integral part of these consolidated financial statements.

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MPLX LP

Consolidated Statements of Comprehensive Income (Unaudited)


	Three Months Ended March 31,
(In millions)	2021		2020
Net income/(loss)	$	748	$	(2,716)
Other comprehensive income/(loss), net of tax:
Remeasurements of pension and other postretirement benefits related to equity method investments, net of tax	(2)		(1)
Comprehensive income/(loss)	746		(2,717)
Less comprehensive income attributable to:
Noncontrolling interests	9		8

Comprehensive income/(loss) attributable to MPLX LP	$	737	$	(2,725)

Three Months Ended
March 31,
(In millions) 2020
2019⁽¹⁾
Net income/(loss) $ (2,716 ) $ 689
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) (2,717 ) 690
Less comprehensive income attributable to:
Noncontrolling interests 8
6
Income attributable to Predecessor —
180
Comprehensive income/(loss) attributable to MPLX LP $ (2,725 ) $ 504


~~(1)~~	~~Financial information for the first quarter of 2019 has been retrospectively adjusted for the acquisition of ANDX. See Notes 1 and 3.~~

The accompanying notes are an integral part of these consolidated financial statements.

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MPLX LP

Consolidated Balance Sheets (Unaudited)


(In millions)	March 31, 2021		December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	24	$	15

Receivables, net	523		452
Current assets - related parties	650		677
Inventories	128		118
Assets held for sale	0		188
Other current assets	49		65
Total current assets	1,374		1,515
Equity method investments	4,040		4,036
Property, plant and equipment, net	20,996		21,218
Intangibles, net	927		959
Goodwill	7,657		7,657
Right of use assets, net	296		309
Noncurrent assets - related parties	676		672
Other noncurrent assets	64		48
Total assets	36,030		36,414
Liabilities
Current liabilities:
Accounts payable	162		152
Accrued liabilities	233		194



Current liabilities - related parties	338		356
Accrued property, plant and equipment	58		84

Long-term debt due within one year	2		764
Accrued interest payable	189		222
Operating lease liabilities	63		63
Liabilities held for sale	0		101
Other current liabilities	151		150
Total current liabilities	1,196		2,086
Long-term deferred revenue	332		314
Long-term liabilities - related parties	279		283
Long-term debt	20,052		19,375
Deferred income taxes	11		12
Long-term operating lease liabilities	230		244
Deferred credits and other liabilities	112		115
Total liabilities	22,212		22,429
Commitments and contingencies (see Note 21)	0		0
Series A preferred units	968		968
Equity
Common unitholders - public (385 million and 391 million units issued and outstanding)	9,226		9,384

Common unitholders - MPC (647 million and 647 million units issued and outstanding)	2,796		2,792


Series B preferred units (.6 million and .6 million units issued and outstanding)	601		611

Accumulated other comprehensive loss	(17)		(15)
Total MPLX LP partners’ capital	12,606		12,772
Noncontrolling interests	244		245
Total equity	12,850		13,017
Total liabilities, preferred units and equity	$	36,030	$	36,414

(In millions) March 31, 2020 December 31, 2019
Assets
Current assets:
Cash and cash equivalents $ 57
$ 15
Receivables, net 522
593
Current assets - related parties 600
656
Inventories 105
110
Other current assets 45
110
Total current assets 1,329
1,484
Equity method investments 3,992
5,275
Property, plant and equipment, net 21,829
22,145
Intangibles, net 1,055
1,270
Goodwill 7,722
9,536
Right of use assets, net 352
365
Noncurrent assets - related parties 677
303
Other noncurrent assets 50
52
Total assets 37,006
40,430
Liabilities
Current liabilities:
Accounts payable 138
242
Accrued liabilities 135
187
Current liabilities - related parties 297
1,008
Accrued property, plant and equipment 234
283
Accrued interest payable 214
210
Operating lease liabilities 67
66
Other current liabilities 129
136
Total current liabilities 1,214
2,132
Long-term deferred revenue 241
217
Long-term liabilities - related parties 290
290
Long-term debt 20,467
19,704
Deferred income taxes 11
12
Long-term operating lease liabilities 284
302
Deferred credits and other liabilities 175
192
Total liabilities 22,682
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) 9,509
10,800
Common unitholder - MPC (666 million and 666 million units issued and outstanding) 3,014
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 13,108
16,364
Noncontrolling interests 248
249
Total equity 13,356
16,613
Total liabilities, preferred units and equity $ 37,006
$ 40,430

The accompanying notes are an integral part of these consolidated financial statements.

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MPLX LP

Consolidated Statements of Cash Flows (Unaudited)


	Three Months Ended March 31,
(In millions)	2021		2020
Increase/(decrease) in cash, cash equivalents and restricted cash
Operating activities:
Net income/(loss)	$	748	$	(2,716)
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Amortization of deferred financing costs	17		14
Depreciation and amortization	329		325
Impairment expense	0		2,165



(Income)/loss from equity method investments(1)	(70)		1,184
Distributions from unconsolidated affiliates	119		119
Changes in:
Current receivables	(67)		71
Inventories	(11)		3
Fair value of derivatives	3		(15)
Current accounts payable and accrued liabilities	26		(142)
Current assets/current liabilities - related parties	(8)		(52)

Right of use assets/operating lease liabilities	(1)		(4)
Deferred revenue	24		27
All other, net	15		30
Net cash provided by operating activities	1,124		1,009
Investing activities:
Additions to property, plant and equipment	(126)		(379)

Disposal of assets	70		39

Investments in unconsolidated affiliates	(35)		(91)

Distributions from unconsolidated affiliates - return of capital	0		69
All other, net	1		0
Net cash used in investing activities	(90)		(362)
Financing activities:
Long-term debt - borrowings	1,910		1,325
- repayments	(2,020)		(581)
Related party debt - borrowings	2,241		1,667
- repayments	(2,241)		(2,261)


Unit repurchases	(155)		0




Distributions to noncontrolling interests	(10)		(9)
Distributions to Series A preferred unitholders	(20)		(20)
Distributions to Series B preferred unitholders	(21)		(21)
Distributions to unitholders and general partner	(713)		(717)

Contributions from MPC	7		14

All other, net	(3)		(2)
Net cash used in financing activities	(1,025)		(605)
Net increase in cash, cash equivalents and restricted cash	9		42
Cash, cash equivalents and restricted cash at beginning of period	15		15
Cash, cash equivalents and restricted cash at end of period	$	24	$	57

Three Months Ended
March 31,
(In millions) 2020
2019⁽¹⁾
Increase/(decrease) in cash, cash equivalents and restricted cash
Operating activities:
Net income/(loss) $ (2,716 ) $ 689
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Amortization of deferred financing costs 14
7
Depreciation and amortization 325
301
Impairment expense 2,165
—
Deferred income taxes —
(2 )
(Gain)/loss on disposal of assets —
1
Loss/(income) from equity method investments⁽²⁾
1,184
(77 )
Distributions from unconsolidated affiliates 119
115
Changes in:
Current receivables 71
6
Inventories 3
4
Fair value of derivatives (15 ) 7
Current accounts payable and accrued liabilities (142 ) (69 )
Current assets/current liabilities - related parties (52 ) (157 )
Right of use assets/operating lease liabilities (4 ) —
Deferred revenue 27
13
All other, net 30
15
Net cash provided by operating activities 1,009
853
Investing activities:
Additions to property, plant and equipment (379 ) (575 )
Acquisitions, net of cash acquired —
1
Disposal of assets 39
7
Investments in unconsolidated affiliates (91 ) (135 )
Distributions from unconsolidated affiliates - return of capital 69
2
Net cash used in investing activities (362 ) (700 )
Financing activities:
Long-term debt - borrowings 1,325
1,404
- repayments (581 ) (821 )
Related party debt - borrowings 1,667
1,405
- repayments (2,261 ) (1,405 )
Distributions to noncontrolling interests (9 ) (6 )
Distributions to Series A preferred unitholders (20 ) (20 )
Distributions to Series B preferred unitholders (21 ) —
Distributions to unitholders and general partner (717 ) (515 )
Distributions to common and Series B preferred unitholders from Predecessor —
(259 )
Contributions from MPC 14
12
Contributions from noncontrolling interests —
94
All other, net (2 ) (5 )
Net cash used in financing activities (605 ) (116 )
Net (decrease)/increase in cash, cash equivalents and restricted cash 42
37
Cash, cash equivalents and restricted cash at beginning of period 15
85
Cash, cash equivalents and restricted cash at end of period $ 57
$ 122

(1) The 2020 period includes $1,264 million of impairment expense. See Note 4.


~~(1)~~	~~Financial information for the first quarter of 2019 has been retrospectively adjusted for the acquisition of ANDX. See Notes 1 and 3.~~


~~(2)~~	~~The 2020 period includes $1,264 million of impairment expense. See Note 4.~~

The accompanying notes are an integral part of these consolidated financial statements.

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MPLX LP

Consolidated Statements of Equity (Unaudited)


																							Partnership
(In millions)																						(In millions)	Common Unit-holders Public		Common Unit-holder MPC		Series B Preferred Unit-holders		Accumulated Other Comprehensive Loss		Non-controlling Interests		Total

	Partnership
(In millions)	Common Unit-holders Public			Common Unit-holder MPC			Series B Preferred Unit-holders			Accumulated Other Comprehensive Loss			Non-controlling Interests			Equity of Predecessor			Total⁽¹⁾
Balance at December 31, 2018	$	8,336		$	(1,612	)	$	—		$	(16	)	$	156		10,867			$	17,731
Net income (excludes amounts attributable to Series A preferred units)	176			307			—			—			6			180			669

Balance at December 31, 2019																						Balance at December 31, 2019	$	10,800	$	4,968	$	611	$	(15)	$	249	$	16,613
Net (loss)/income (excludes amounts attributable to preferred units)																						Net (loss)/income (excludes amounts attributable to preferred units)	(1,022)		(1,733)		11		0		8		(2,736)
Distributions to:																						Distributions to:
Unitholders	(188		)	(327		)	—			—			—			(261		)	(776		)	Unitholders	(271)		(446)		(21)		0		0		(738)
Noncontrolling interests	—			—			—			—			(6		)	—			(6		)	Noncontrolling interests	0		0		0		0		(9)		(9)
Contributions from:																						Contributions from:
MPC	—			—			—			—			—			15			15			MPC	0		225		0		0		0		225
Noncontrolling interests	—			—			—			—			94			—			94

Other	2			—			—			1			—			—			3			Other	2		0		0		(1)		0		1
Balance at March 31, 2019	8,326			(1,632		)	—			(15		)	250			10,801			17,730
Balance at March 31, 2020																						Balance at March 31, 2020	9,509		3,014		601		(16)		248		13,356

Balance at December 31, 2019	10,800			4,968			611			(15		)	249			—			16,613
Net income (excludes amounts attributable to Series A preferred units)	(1,022		)	(1,733		)	11			—			8			—			(2,736		)

Balance at December 31, 2020																						Balance at December 31, 2020	9,384		2,792		611		(15)		245		13,017

Net income (excludes amounts attributable to preferred units)																						Net income (excludes amounts attributable to preferred units)	266		443		11		0		9		729
Unit Repurchases																						Unit Repurchases	(155)		0		0		0		0		(155)

Distributions to:																						Distributions to:

Unitholders	(271		)	(446		)	(21		)	—			—			—			(738		)	Unitholders	(269)		(445)		(21)		0		0		(735)
Noncontrolling interests	—			—			—			—			(9		)	—			(9		)	Noncontrolling interests	0		0		0		0		(10)		(10)
Contributions from:																						Contributions from:
MPC	—			225			—			—			—			—			225			MPC	0		7		0		0		0		7

Other	2			—			—			(1		)	—			—			1			Other	0		(1)		0		(2)		0		(3)
Balance at March 31, 2020	$	9,509		$	3,014		$	601		$	(16	)	$	248		$	—		$	13,356

Balance at March 31, 2021																						Balance at March 31, 2021	$	9,226	$	2,796	$	601	$	(17)	$	244	$	12,850

The accompanying notes are an integral part of these consolidated financial statements.

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Notes to Consolidated Financial Statements (Unaudited)

1. Description of the Business and Basis of Presentation

Description of the Business – MPLX LP is a diversified, large-cap master limited partnership formed by Marathon Petroleum Corporation that owns and operates midstream energy infrastructure and logistics assets, and provides fuels distribution services. References in this report to “MPLX LP,” “MPLX,” “the Partnership,” “we,” “ours,” “us,” or like terms refer to MPLX LP and its subsidiaries. References to “MPC” refer collectively to Marathon Petroleum Corporation as our sponsor and its subsidiaries, other than the Partnership. We are engaged in the transportation, storage and distribution of crude oil, asphalt and refined petroleum products; the gathering, processing and transportation of natural gas; and the gathering, transportation, fractionation, storage and marketing of NGLs. MPLX’s principal executive office is located in Findlay, Ohio.

MPLX’s business consists of 2 segments based on the nature of services it offers: Logistics and Storage (“L&S”), which relates primarily to crude oil, asphalt and refined petroleum products; and Gathering and Processing (“G&P”), which relates primarily to natural gas and NGLs. See Note 9 for additional information regarding the operations and results of these segments.

On July ~~30, 2019,~~31, 2020, MPLX completed ~~its acquisition by merger (the “Merger”~~the exchange of Western Refining Wholesale, LLC (“WRW”) to Western Refining Southwest, Inc. (now known as Western Refining Southwest LLC) (“WRSW”), a wholly owned subsidiary of ~~Andeavor Logistics LP (“ANDX”). At~~MPC, in exchange for the ~~effective time~~redemption of ~~the Merger, each common unit held by ANDX’s public unitholders was converted into the right to receive 1.135~~18,582,088 MPLX ~~common units. ANDX~~ common units held by ~~certain affiliates of MPC were converted into the right to receive 1.0328 MPLX common units.~~WRSW (the “Wholesale Exchange”). See Note 3 for additional information regarding the ~~Merger.~~Wholesale Exchange. These financial statements include the results of WRSW through July 31, 2020.

Impairments – During the first quarter of 2021, we have seen improvement in the environment in which our business operates as COVID-19 impacts are beginning to subside. The ~~recent outbreak~~increased availability of vaccinations, coupled with an easing of COVID-19 restrictions in certain areas, has been followed by an increase in economic activity, the opening of many businesses and ~~its development into a pandemic~~schools and an increase in March 2020 has resulted in significant economic disruption globally. Actions taken by various governmental authorities, individuals and companies around the world to prevent the spread of COVID-19 through social distancing have restricted travel, many business operations, public gatherings and the overall level of individual movement and in-person interaction ~~across~~and associated travel. No additional events or circumstances arose during the ~~globe. This has significantly reduced global economic activity and resulted~~first quarter of 2021 that would indicate potential impairment beyond those recognized in ~~a decline in~~2020 as noted below.

During the ~~demand for~~first quarter of 2020, the ~~midstream services we provide. Macroeconomic conditions and global geopolitical events have also resulted in significant price volatility related to those aforementioned products.~~

~~The~~ overall deterioration in the economy and the environment in which MPLX and ~~our~~its customers operate, as well as a sustained decrease in unit price, were considered triggering events at that time resulting in impairments of the carrying value of certain assets. ~~During the first quarter of 2020 we~~We recognized impairments related to goodwill, certain equity method investments and certain long-lived assets (including intangibles), within our G&P segment. Many of our producer customers ~~have continued to refine~~refined and ~~update~~updated production forecasts in response to the ~~current~~ environment at that time, which ~~has~~ impacted their ~~current and~~ expected future demand for our services, including the future utilization of our assets. Additionally, certain of our contracts have commodity price exposure, including NGL prices, which ~~have~~ experienced increased volatility as noted above. The table below provides information related to the impairments recognized during the first quarter of 2020 as well as the corresponding footnote where additional information can be found.


(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

Basis of Presentation – The accompanying interim consolidated financial statements are unaudited; however, in the opinion of MPLX’s management, these statements reflect all adjustments necessary for a fair statement of the results for the periods reported. All such adjustments are of a normal, recurring nature unless otherwise disclosed. These interim consolidated financial statements, including the notes, have been prepared in accordance with the rules and regulations of the SEC applicable to interim period financial statements and do not include all of the information and disclosures required by GAAP for complete financial statements. ~~Certain amounts in prior years have been reclassified to conform to current year presentation.~~

These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020. The results of

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operations for the three months ended March 31, ~~2020~~2021 are not necessarily indicative of the results to be expected for the full year.

~~In relation to the Merger described above and in Note 3, ANDX’s assets, liabilities and results~~

Table of operations prior to the Merger are collectively included in what we refer to as the “Predecessor” from October 1, 2018, which was the date that MPC acquired Andeavor. MPLX’s acquisition of ANDX is considered a transfer between entities under common control due to MPC’s relationship with ANDX prior to the Merger. As an entity under common control with MPC, MPLX recorded the assets acquired and liabilities assumed on its consolidated balance sheets at MPC’s historical carrying value. Transfers of businesses between entities under common control require prior periods to be retrospectively adjusted for those dates that the entity was under common control. Accordingly, the accompanying financial statements and related notes of MPLX LP have been retrospectively adjusted to include the historical results of ANDX beginning October 1, 2018.Contents

MPLX’s consolidated financial statements include all majority-owned and controlled subsidiaries. For ~~non wholly~~non-wholly owned consolidated subsidiaries, the interests owned by third parties have been recorded as “Noncontrolling interests” on the accompanying Consolidated Balance Sheets. Intercompany investments, accounts and transactions have been eliminated. MPLX’s investments in which MPLX exercises significant influence but does not control and does not have a controlling financial interest are accounted for using the equity method. MPLX’s investments in VIEs in which MPLX exercises significant influence but does not control and is not the primary beneficiary are also accounted for using the equity method.

In preparing the Consolidated Statements of Equity, net income attributable to MPLX LP is allocated to Series A and Series B preferred unitholders based on a fixed distribution schedule. Distributions, although earned, are not accrued until declared. The allocation of net income attributable to MPLX LP for purposes of calculating net income per limited partner unit is described in Note 6.

2. Accounting Standards

Recently Adopted

~~ASU 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments~~

Effective January 1, 2020, we adopted ASU 2016-13 using the modified retrospective transition method. This ASU requires entities to consider a broader range of information to estimate expected credit losses, which may result in earlier recognition of losses. The ASU requires the company to utilize an expected loss methodology in place of the incurred loss methodology for financial instruments, including trade receivables, and off-balance sheet credit exposures. Adoption of the standardWe did not ~~have a material impact on our financial statements.~~

We are exposed to credit losses, primarily as a result of the midstream services that we provide. We assess each customer’s ability to pay through our credit review process, which considers various factors such as external credit ratings; a review of financial statements to determine liquidity, leverage, trends and business specific risks; market information; pay history and our business strategy. We monitor our ongoing credit exposure through timely review of customer payment activity. At March 31, 2020, we reported $522 million of accounts receivable, net of allowances of $1 million.

~~We are also exposed to credit losses from off-balance sheet exposures, such as guarantees of joint venture debt. See Note 21 for more information on these off-balance sheet exposures.~~

~~We also adopted the following ASU~~adopt any ASUs during the first three months of ~~2020, which did not~~2021 that are expected to have a material impact to our financial statements or financial statement ~~disclosures:~~disclosures.



~~ASU~~		~~Effective Date~~
~~2018-13~~	~~Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement~~	~~January 1, 2020~~

3. Acquisitions and Dispositions

Sale of Javelina Assets and Liabilities

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~~3. Acquisitions~~

~~Acquisition of Andeavor Logistics LP~~

~~As previously disclosed, on May 7, 2019, ANDX, Tesoro Logistics GP, LLC, then the general partner of ANDX~~On February 12, 2021, MarkWest Energy Operating Company, L.L.C., (“~~TLGP”~~MarkWest Energy”)~~, MPLX, MPLX GP LLC, the general partner of MPLX (“MPLX GP”), and MPLX MAX LLC,~~ a wholly owned subsidiary of MPLX, ~~(“Merger Sub”~~completed the sale of all of MarkWest Energy’s equity interests in MarkWest Javelina Company L.L.C., MarkWest Javelina Pipeline Company L.L.C., and MarkWest Gas Services L.L.C. (collectively, “Javelina”), pursuant to the terms of an Equity Purchase Agreement entered into with a third party on December 23, 2020. The agreement included adjustments for working capital as well as an earnout provision based on the performance of the assets. NaN gain or loss was recorded on the sale. The estimated value of the earnout provision was recorded as a contingent asset shown within “Other noncurrent assets” on the Consolidated Balance Sheet as of March 31, 2021. Javelina’s assets and liabilities sold are shown on the Consolidated Balance Sheet as “Assets held for sale” and “Liabilities held for sale” for the year ended December 31, 2020. Prior to the sale, Javelina was reported within the G&P segment.

Wholesale Exchange

On July 31, 2020, MPLX entered into a Redemption Agreement ~~and Plan of Merger~~ (the ~~“Merger~~“Redemption Agreement”) ~~that provided for, among other things, the merger of Merger Sub~~ with and into ANDX. On July 30, 2019, the Merger was completed, and ANDX survived the Merger as a wholly owned subsidiary of MPLX. At the effective time of the Merger, each common unit held by ANDX’s public unitholders was converted into the right to receive 1.135 MPLX common units. ANDX common units held by certain affiliates of MPC were converted into the right to receive 1.0328 MPLX common units. See Note 7 for information on units issued in connection with the Merger.

Additionally, as a result of the Merger, each ANDX TexNew Mex Unit issued and outstanding immediately prior to the effective time of the Merger was converted into a right for Western Refining Southwest, Inc. (“Southwest, Inc.”),WRSW, a wholly owned subsidiary of MPC, ~~as the holder of~~pursuant to which MPLX agreed to transfer to WRSW all ~~such units, to receive a unit representing a substantially equivalent limited partner interest in MPLX (the “MPLX TexNew Mex Units”). By virtue~~ of the ~~conversion, all ANDX TexNew Mex Units were cancelled and ceased~~outstanding membership interests in WRW in exchange for the redemption of MPLX common units held by WRSW. The transaction effected the transfer to ~~exist as~~MPC of the ~~effective time of the Merger. The~~Western wholesale distribution business that MPLX TexNew Mex Units are a new class of units in MPLX substantially equivalent to the ANDX TexNew Mex Units, including substantially equivalent rights, powers, duties and obligations that the ANDX TexNew Mex Units had immediately prior to the closing of the Merger. Asacquired as a result of its acquisition of ANDX. Per the ~~Merger, the ANDX Special Limited Partner Interest outstanding immediately prior to the effective time~~terms of the ~~Merger~~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 ~~converted into a right for Southwest Inc., as~~calculated by dividing WRW’s aggregate valuation of $340 million by the ~~holder of all such interest, to receive a substantially equivalent special limited partner interest in MPLX (the “MPLX Special Limited Partner Interest”). By virtue~~simple average of the ~~conversion,~~volume weighted average NYSE prices of an MPLX common unit for the ~~ANDX Special Limited Partner Interest~~ten trading days ending at market close on July 27, 2020. MPLX canceled the Redeemed Units immediately following the Wholesale Exchange. The carrying value of the net assets of WRW transferred to MPC was ~~cancelled and ceased to exist~~approximately $90 million as of July 31, 2020, resulting in $250 million being recorded to “Common Unit-holder MPC” within the ~~effective time~~Consolidated Statements of Equity, netted against the fair value of the ~~Merger. For information on ANDX’s preferred units, please see Note 7.~~

The assets of ANDX consist of a network of owned and operated crude oil, refined product and natural gas pipelines; crude oil and water gathering systems; refining logistics assets; terminals with crude oil and refined products storage capacity; rail facilities; marine terminals including storage; bulk petroleum distribution facilities; a trucking fleet; and natural gas processing and fractionation systems and complexes. The assets are located inredeemed units. Included within the ~~western and inland regions~~$90 million carrying value of the ~~United States and complement MPLX’s existing business and assets.~~

~~MPC accounted for its October 1, 2018 acquisition of Andeavor (including acquiring control of ANDX), using the acquisition method of accounting, which required Andeavor~~WRW net assets ~~and liabilities to be recorded by MPC at the acquisition date fair value. The Merger~~ was closed on July 30, 2019, and the results of ANDX have been incorporated into the results of MPLX as of October 1, 2018, which is the date that common control was established. As a result of MPC’s relationship with both MPLX and ANDX, the Merger has been treated as a common control transaction, which requires the recasting of MPLX’s historical results and the recognition of assets acquired and liabilities assumed using MPC’s historical carrying value. We recognized $1 million in acquisition costs during the first quarter of 2019 related to the Merger, which are reflected in general and administrative expenses. For the three months ended March 31, 2019, we recognized $589approximately $65 million of ~~revenues and other income and $180 million of net income related to ANDX.~~goodwill.

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4. Investments and Noncontrolling Interests

The following table presents MPLX’s equity method investments at the dates indicated:


	Ownership as of	Carrying value at
	March 31,	March 31,		December 31,
(In millions, except ownership percentages)	2021	2021		2020
L&S
MarEn Bakken Company LLC(1)	25%	$	462	$	465
Illinois Extension Pipeline Company, L.L.C.	35%	259		254
LOOP LLC	41%	257		252
Andeavor Logistics Rio Pipeline LLC(2)	67%	193		194
Minnesota Pipe Line Company, LLC	17%	187		188
Whistler Pipeline LLC(2)	38%	187		185
Explorer Pipeline Company	25%	69		72
W2W Holdings LLC(2)(3)	50%	73		72

Other(2)		105		103
Total L&S		1,792		1,785
G&P
MarkWest Utica EMG, L.L.C.(2)	57%	696		698
Sherwood Midstream LLC(2)	50%	552		557
MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C.(2)	67%	313		307

Rendezvous Gas Services, L.L.C.(2)	78%	157		159
Sherwood Midstream Holdings LLC(2)	51%	145		148

Centrahoma Processing LLC	40%	137		145






Other(2)		248		237

Total G&P		2,248		2,251
Total		$	4,040	$	4,036

Ownership as of Carrying value at
March 31, March 31, December 31,
(In millions, except ownership percentages) 2020 2020 2019
L&S
MarEn Bakken Company LLC 25% $ 479
$ 481
Illinois Extension Pipeline Company, L.L.C. 35% 271
265
LOOP LLC 41% 239
238
Andeavor Logistics Rio Pipeline LLC⁽¹⁾
67% 200
202
Minnesota Pipe Line Company, LLC 17% 190
190
Whistler Pipeline LLC⁽¹⁾
38% 163
134
W2W Holdings LLC⁽¹⁾⁽²⁾
50% 76
—
Wink to Webster Pipeline LLC⁽¹⁾⁽²⁾
15% —
126
Explorer Pipeline Company 25% 81
83
Other⁽¹⁾
55
55
Total L&S 1,754
1,774
G&P
MarkWest Utica EMG, L.L.C.⁽¹⁾
57% 712
1,984
Sherwood Midstream LLC⁽¹⁾
50% 546
537
MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C.⁽¹⁾
67% 302
302
Rendezvous Gas Services, L.L.C.⁽¹⁾
78% 167
170
Sherwood Midstream Holdings LLC⁽¹⁾
52% 155
157
Centrahoma Processing LLC 40% 150
153
Other⁽¹⁾
206
198
Total G&P 2,238
3,501
Total $ 3,992
$ 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) Through our ownership interest in W2W Holdings LLC, we have a 15 percent equity interest Wink to Webster Pipeline LLC.


~~(1)~~	~~Investments deemed to be VIE’s. Some investments included within “Other” have also been deemed to be VIE’s.~~


~~(2)~~	~~During the three months ended March 31, 2020, we contributed our ownership in Wink to Webster Pipeline LLC to W2W Holdings LLC.~~

For those entities that have been deemed to be ~~VIE’s,~~VIEs, neither MPLX nor any of its subsidiaries have been deemed to be the primary beneficiary due to voting rights on significant matters. While we have the ability to exercise influence through participation in the management committees which make all significant decisions, ~~since~~ we have equal influence over each committee as a joint interest partner and all significant decisions require the consent of the other investors without regard to economic interest and as such we have determined that these entities should not be consolidated and apply the equity method of accounting with respect to our investments in each entity.

Sherwood Midstream LLC (“Sherwood Midstream”) has been deemed the primary beneficiary of Sherwood Midstream Holdings LLC (Sherwood Midstream Holdings”) due to its controlling financial interest through its authority to manage the joint venture. As a result, Sherwood Midstream consolidates Sherwood Midstream Holdings. Therefore, MPLX also reports its portion of Sherwood Midstream Holdings’ net assets as a component of its investment in Sherwood Midstream. As of March 31, ~~2020,~~2021, MPLX has a ~~24.1~~24.55 percent indirect ownership interest in Sherwood Midstream Holdings through Sherwood Midstream.

MPLX’s maximum exposure to loss as a result of its involvement with equity method investments includes its equity investment, any additional capital contribution commitments and any operating expenses incurred by the subsidiary operator in excess of its compensation received for the performance of the operating services. MPLX did not provide any financial support to equity method investments that it was not contractually obligated to provide during the three months ended March 31, ~~2020.~~2021.

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~~During the first quarter of 2020, we assessed certain of our equity method investments for impairment as a result of a number of first quarter events and circumstances as discussed in Note 1.~~ During the first quarter of 2020, we recorded an other than temporary impairment for three joint ventures in which we have an ~~interest.~~interest as discussed in Note 1. Impairment of these investments was $1,264 million, of which $1,251 million was related to MarkWest Utica EMG, L.L.C. and its investment in Ohio Gathering Company, L.L.C. The fair value of the investments was determined based upon applying the discounted cash flow method, which is an income approach. The discounted cash flow fair value estimate is based on known or knowable information at the interim measurement date. The significant assumptions that were used to develop the estimate of the fair value under the discounted cash flow method include management’s best estimates of the expected future cash flows, including prices and volumes, the weighted average cost of capital and the long-term growth rate. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As such, the fair value of these equity method investments represents a Level 3 measurement. As a result, there can be no assurance that the estimates and assumptions made for purposes of the impairment test will prove to be an accurate prediction of the future. The impairment was recorded through “Income from equity method investments.” The impairments were largely due to a reduction in forecasted volumes gathered and processed by the systems operated by the joint ventures. No additional impairments have been recorded since that time.

Summarized financial information for MPLX’s equity method investments for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020 is as follows:


	Three Months Ended March 31, 2021
(In millions)	VIEs		Non-VIEs		Total
Revenues and other income	$	163	$	284	$	447
Costs and expenses	107		131		238
Income from operations	56		153		209
Net income	64		140		204
Income from equity method investments(1)	$	39	$	31	$	70

Three Months Ended March 31, 2020
(In millions) VIEs Non-VIEs Total
Revenues and other income $ (217 ) $ 337
$ 120
Costs and expenses 104
132
236
Income from operations (321 ) 205
(116 )
Net income (337 ) 186
(151 )
(Loss)/income from equity method investments⁽¹⁾
$ (1,222 ) $ 38
$ (1,184 )
(1) Includes the impact of any basis differential amortization or accretion.


~~(1)~~	~~Includes the impact of any basis differential amortization or accretion in addition to the impairment of $1,264 million.~~


	Three Months Ended March 31, 2020
(In millions)	VIEs		Non-VIEs		Total
Revenues and other income	$	(217)	$	337	$	120
Costs and expenses	104		132		236
(Loss)/income from operations	(321)		205		(116)
Net (loss)/income	(337)		186		(151)
(Loss)/income from equity method investments(1)	$	(1,222)	$	38	$	(1,184)

Three Months Ended March 31, 2019⁽¹⁾
(In millions) VIEs Non-VIEs Total
Revenues and other income $ 155
$ 391
$ 546
Costs and expenses 77
198
275
Income from operations 78
193
271
Net income 71
181
252
Income from equity method investments $ 27
$ 50
$ 77
(1) Includes the impact of any basis differential amortization or accretion in addition to the impairment of $1,264 million.


~~(1)~~	~~Financial information for the first quarter of 2019 has been retrospectively adjusted for the acquisition of ANDX. See Notes 1 and 3.~~

Summarized balance sheet information for MPLX’s equity method investments as of March 31, ~~2020~~2021 and December 31, ~~2019~~2020 is as follows:


	March 31, 2021
(In millions)	VIEs		Non-VIEs		Total
Current assets	$	312	$	321	$	633
Noncurrent assets	7,266		4,967		12,233
Current liabilities	338		194		532
Noncurrent liabilities	$	2,053	$	853	$	2,906

March 31, 2020
(In millions) VIEs Non-VIEs Total
Current assets $ 320
$ 325
$ 645
Noncurrent assets 5,384
5,115
10,499
Current liabilities 153
195
348
Noncurrent liabilities $ 544
$ 859
$ 1,403

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


	December 31, 2020
(In millions)	VIEs		Non-VIEs		Total
Current assets	$	530	$	318	$	848
Noncurrent assets	6,889		4,997		11,886
Current liabilities	323		187		510
Noncurrent liabilities	$	1,904	$	830	$	2,734

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As of March 31, 2021 and December 31, 2020, the underlying net assets of MPLX’s investees in the G&P segment exceeded the carrying value of its equity method investments by approximately ~~$60~~$56 million after the impairment charges recognized during the quarter. At December 31, 2019, the carrying value of MPLX’s equity method investments in the G&P segment exceeded the underlying net assets of its investees by approximately $1.0 billion.and $57 million, respectively. As of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, the carrying value of MPLX’s equity method investments in the L&S segment exceeded the underlying net assets of its investees by ~~$330 million and $329 million, respectively.~~ $331 million.

At March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, the G&P basis difference was being amortized into net income over the remaining estimated useful lives of the underlying assets, except for $31 million ~~and $498 million~~ of excess related to ~~goodwill, respectively.~~goodwill. At March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, the L&S basis difference was being amortized into net income over the remaining estimated useful lives of the underlying assets, except for $167 million of excess related to ~~goodwill, respectively.~~goodwill.

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5. Related Party Agreements and Transactions

MPLX engages in transactions with both MPC and certain of its equity method investments as part of its normal business; however, transactions with MPC make up the majority of MPLX’s related party transactions. Transactions with related parties are further described below.

MPLX has various long-term, fee-based commercial agreements with MPC. Under these agreements, MPLX provides transportation, terminal, fuels distribution, marketing, storage, management, operational and other services to MPC. MPC has committed to provide MPLX with minimum quarterly throughput volumes on crude oil and refined products and other fees for storage capacity; operating and management fees; as well as reimbursements for certain direct and indirect costs. MPC has also committed to provide a fixed fee for 100 percent of available capacity for boats, barges and third-party chartered equipment under the marine transportation service agreement. MPLX also has a keep-whole commodity agreement with MPC under which MPC pays us a processing fee for NGLs related to keep-whole agreements and delivers shrink gas to the producers on our behalf. We pay MPC a marketing fee in exchange for assuming the commodity risk. Additionally, MPLX has obligations to MPC for services provided to MPLX by MPC under omnibus and employee ~~services type~~services-type agreements as well as other various agreements.

Related Party Loan

MPLX is party to a loan agreement with MPC Investment LLC (“MPC Investment”) (the “MPC Loan Agreement”). Under the terms of the agreement, MPC Investment ~~makes a loan or~~extends loans to MPLX on a revolving basis as requested by MPLX and as agreed to by MPC Investment. ~~In connection with the Merger, on July 31, 2019, MPLX and MPC Investment amended and restated~~The borrowing capacity of the MPC Loan Agreement ~~to increase the borrowing capacity under the MPC Loan Agreement to~~is $1.5 billion in aggregate principal amount of all loans outstanding at any one time. The ~~entire unpaid principal amount of~~loan agreement is scheduled to expire, and borrowings under the loan ~~together with all accrued~~agreement are scheduled to mature and ~~unpaid interest and other amounts (if any), shall~~ become due and payable on July 31, 2024, provided that MPC Investment may demand payment of all or any portion of the outstanding principal amount of the loan, together with all accrued and unpaid interest and other amounts (if any), at any time prior to ~~July 31, 2024.~~maturity. Borrowings under the MPC Loan Agreement ~~prior to July 31, 2019 bore interest at LIBOR plus 1.50 percent while borrowings as of and after July 31, 2019~~ bear interest at LIBOR plus 1.25 percent or such lower rate as would be applicable to such loans under the MPLX Credit ~~Agreement.~~Agreement as discussed in Note 15. Activity on the MPC Loan Agreement was as follows:


(In millions)	Three Months Ended March 31, 2021			Year Ended December 31, 2020
Borrowings	$	2,241		$	6,264
Average interest rate of borrowings	1.371		%	2.278		%
Repayments	$	2,241		$	6,858
Outstanding balance at end of period(1)	$	0		$	0

(In millions) Three Months Ended March 31, 2020 Year Ended December 31, 2019
Borrowings $ 1,667
$ 8,540
Average interest rate of borrowings 2.833 % 3.441 %
Repayments $ 2,261
$ 7,946
Outstanding balance at end of period⁽¹⁾
$ —
$ 594


~~(1)~~	(1) Included in “Current liabilities - related parties” ~~on the Consolidated Balance Sheets.~~

Prior to the Merger, ANDX was also party to a loan agreement with MPC (“ANDX-MPC Loan Agreement”). This facility was entered into on December 21, 2018, with a borrowing capacity of $500 million. In connection with the Merger, on July 31, 2019, MPLX repaid the entire outstanding balance and terminated the ANDX-MPC Loan Agreement. Activity on the ~~ANDX-MPC Loan Agreement prior to the Merger was as follows:~~Consolidated Balance Sheets.

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(In millions) Year Ended December 31, 2019
Borrowings $ 773
Average interest rate of borrowings 4.249 %
Repayments $ 773
Outstanding balance at end of period $ —

Related Party Revenue

Related party sales to MPC consist of crude oil and refined products pipeline and trucking transportation services based on tariff/contracted rates; storage, terminal and fuels distribution services based on contracted rates; and marine transportation services. Related party sales to MPC also consist of revenue related to volume deficiency credits.

MPLX also has operating agreements with MPC under which it receives a fee for operating MPC’s retained pipeline assets and a fixed annual fee for providing oversight and management services required to run the marine business. MPLX also receives management fee revenue for engineering, construction and administrative services for operating certain of its equity method investments.

Revenue received from related parties included on the Consolidated Statements of Income was as follows:

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	Three Months Ended March 31,					Three Months Ended March 31,
(In millions)	2020		2019		(In millions)	2021		2020
Service revenues - related parties					Service revenues - related parties
MPC	$	927	$	803	MPC	$	871	$	927
Other	1		—		Other	1		1
Total Service revenue - related parties	928		803		Total Service revenue - related parties	872		928
Rental income - related parties					Rental income - related parties
MPC	234		325		MPC	242		234
Product sales - related parties⁽¹⁾					Product sales - related parties(1)
MPC	33		41		MPC	42		33
Other income - related parties					Other income - related parties
MPC	48		10		MPC	49		48
Other	16		16		Other	16		16

Total Other income - related parties	$	64	$	26	Total Other income - related parties	$	65	$	64


~~(1)~~	There were additional product sales to MPC that net to zero within the consolidated financial statements as the transactions are recorded net due to the terms of the agreements under which such product was sold. For the three months ended March 31, 2020, these sales totaled $173 million. For the three months ended March 31, 2019, these sales totaled $223 million.

(1) There were additional product sales to MPC that net to zero within the consolidated financial statements as the transactions are recorded net due to the terms of the agreements under which such product was sold. For the three months ended March 31, 2021 and March 31, 2020, these sales totaled $168 million and $173 million, respectively.

Related Party Expenses

MPC provides executive management services and certain general and administrative services to MPLX under the terms of our omnibus agreements (“Omnibus charges”). Omnibus charges included in “Rental cost of sales - related parties” primarily relate to services that support MPLX’s rental operations and maintenance of assets available for rent. Omnibus charges included in “Purchases - related parties” primarily relate to services that support MPLX’s operations and maintenance activities, as well as compensation expenses. Omnibus charges included in “General and administrative expenses” primarily relate to services that support MPLX’s executive management, accounting and human resources activities. MPLX also obtains employee services from MPC under employee services agreements (“ESA charges”). ESA charges for personnel directly involved in or supporting operations and maintenance activities related to rental services are classified as “Rental cost of sales - related parties.” ESA charges for personnel directly involved in or supporting operations and maintenance activities related to other services are classified as “Purchases - related parties.” ESA charges for personnel involved in executive management, accounting and human resources activities are classified as “General and administrative expenses.” In addition to these agreements, MPLX purchases products from MPC, makes payments to MPC in its capacity as general contractor to MPLX, and has certain ~~rent and~~ lease agreements with MPC.

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Expenses incurred from MPC under the omnibus and employee services agreements as well as other purchases from MPC included on the Consolidated Statements of Income are as follows:


	Three Months Ended March 31,
(In millions)	2021		2020
Rental cost of sales - related parties
MPC	$	39	$	46
Purchases - related parties
MPC	294		271
Other	4		5
Total Purchases - related parties	298		276
General and administrative expenses
MPC	$	57	$	64

Three Months Ended March 31,
(In millions) 2020 2019
Rental cost of sales - related parties
MPC $ 46
$ 43
Purchases - related parties
MPC 271
273
Other 5
5
Total Purchase - related parties 276
278
General and administrative expenses
MPC $ 64
$ 62

Some charges incurred under the omnibus and ESA agreements are related to engineering services and are associated with assets under construction. These charges are added to “Property, plant and equipment, net” on the Consolidated Balance Sheets. For the three months ended March 31, ~~2020~~2021 and ~~2019,~~March 31, 2020, these charges totaled ~~$36~~$12 million and ~~$41~~$36 million, respectively.

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MPC has also been advancing certain strategic priorities to lay a foundation for long-term success, including plans to optimize its assets and structurally lower costs in 2021 and beyond. In 2020, MPC approved and executed an involuntary workforce reduction plan, which together with employee reductions resulting from MPC's indefinite idling of its Martinez, California and Gallup, New Mexico refineries, affected approximately 2,050 employees. All of the employees that conduct MPLX’s business are directly employed by affiliates of MPC, and certain of those employees were affected by MPC’s workforce reductions. During the third and fourth quarters of 2020, MPLX reimbursed MPC for $37 million related to severance and employee benefits related expenses that MPC recorded in connection with its workforce reductions. There were no such costs in the first quarter of 2021.

Related Party Assets and Liabilities

Assets and liabilities with related parties appearing on the Consolidated Balance Sheets are detailed in the table below. This table identifies the various components of related party assets and liabilities, including those associated with leases (see Note 20 for additional information) and deferred revenue on minimum volume commitments. If MPC fails to meet its minimum committed volumes, MPC will pay MPLX a deficiency payment based on the terms of the agreement. The deficiency amounts are recorded as “Current liabilities - related parties.” In many cases, MPC may then apply the amount of any such deficiency payments as a credit for volumes in excess of its minimum volume commitment in future periods under the terms of the applicable agreements. MPLX recognizes related party revenues for the deficiency payments when credits are used for volumes in excess of minimum quarterly volume commitments, where it is probable the customer will not use the credit in future periods or upon the expiration of the credits. The use or expiration of the credits is a decrease in “Current liabilities - related parties.” In addition, capital projects MPLX is undertaking at the request of MPC are reimbursed in cash and recognized in income over the remaining term of the applicable agreements or in some cases as an equity contribution from its sponsor.


(In millions)	March 31, 2021		December 31, 2020
Current assets - related parties
Receivables - MPC	$	586	$	615








Receivables - Other	14		27
Prepaid - MPC	17		4
Other - MPC	1		1
Lease Receivables - MPC	32		30
Total	650		677
Noncurrent assets - related parties
Long-term receivables - MPC	32		32
Right of use assets - MPC	230		231
Long-term lease receivables - MPC	388		386
Unguaranteed residual asset - MPC	26		23
Total	676		672
Current liabilities - related parties
Payables - MPC	213		215





Payables - Other	26		43
Operating lease liabilities - MPC	1		1

Deferred revenue - Minimum volume deficiencies - MPC	65		66
Deferred revenue - Project reimbursements - MPC	32		30
Deferred revenue - Project reimbursements - Other	1		1
Total	338		356
Long-term liabilities - related parties
Long-term operating lease liabilities - MPC	229		229


Long-term deferred revenue - Project reimbursements - MPC	43		47
Long-term deferred revenue - Project reimbursements - Other	7		7
Total	$	279	$	283

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(In millions) March 31, 2020 December 31, 2019
Current assets - related parties
Receivables - MPC $ 538
$ 621
Receivables - Other 21
22
Prepaid - MPC 15
9
Lease Receivables - MPC 26
4
Total 600
656
Noncurrent assets - related parties
Long-term receivables - MPC 28
21
Right of use assets - MPC 231
232
Long-term lease receivables - MPC 399
43
Unguaranteed residual asset - MPC 19
7
Total 677
303
Current liabilities - related parties
Payables - MPC 227
911
Payables - Other 16
37
Operating lease liabilities - MPC 1
1
Deferred revenue - Minimum volume deficiencies - MPC 38
42
Deferred revenue - Project reimbursements - MPC 14
16
Deferred revenue - Project reimbursements - Other 1
1
Total 297
1,008
Long-term liabilities - related parties
Long-term operating lease liabilities - MPC 230
230
Long-term deferred revenue - Project reimbursements - MPC 54
53
Long-term deferred revenue - Project reimbursements - Other 6
7
Total $ 290
$ 290

Other Related Party Transactions

From time to time, MPLX may also sell to or purchase from related parties, assets and inventory at the lesser of average unit cost or net realizable value. Sales to ~~and purchases from~~ related parties ~~were not material~~ for the three months ended March 31, 2021 and 2020 were $9 million and ~~2019.~~$2 million, respectively. Purchases from related parties were immaterial for the three months ended March 31, 2021 and 2020.

6. Net Income/(Loss) Per Limited Partner Unit

Net income/(loss) per unit applicable to common units is computed by dividing net income/(loss) attributable to MPLX LP less income/(loss) allocated to participating securities by the weighted average number of common units outstanding. Additional MPLX common units, MPLX Series B preferred units, and TexNew Mex units were issued on July 30, 2019 as a result of the merger with ANDX as discussed in Note 3. Distributions declared on these newly issued common and Series B preferred units are a reduction to income available to MPLX common unit holders due to their participation in distributions of income.

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~~Classes of participating securities for~~During the three months ended March 31, 2021 and 2020, MPLX had participating securities consisting of common units, certain equity-based compensation awards, Series A preferred units and ~~2019 include:~~

Three Months Ended March 31,
2020 2019
Common Units
ü

ü

Equity-based compensation awards ü ü
Series A preferred units
ü

ü

Series B preferred units ü
TexNew Mex units
ü

~~For the three months ended March 31, 2020~~Series B preferred units and ~~2019, MPLX~~ had dilutive potential common units consisting of certain equity-based compensation awards. Potential common units omitted from the diluted earnings per unit calculation for the three months ended March 31, 2021 and 2020 ~~and 2019~~ were ~~1 million and~~ less than 1 ~~million, respectively.~~million.


	Three Months Ended March 31,
(In millions)	2021		2020
Net income/(loss) attributable to MPLX LP	$	739	$	(2,724)
Less: Distributions declared on Series A preferred units(1)	20		20

Distributions declared on Series B preferred units(1)	11		11
Limited partners’ distributions declared on MPLX common units (including common units of general partner)(1)	707		728

Undistributed net gain/(loss) attributable to MPLX LP	$	1	$	(3,483)

Three Months Ended March 31,
(In millions) 2020 2019
Net income attributable to MPLX LP $ (2,724 ) $ 503
Less: Distributions declared on Series A preferred units⁽¹⁾
20
20
Distributions declared on Series B preferred units⁽¹⁾
11
—
Limited partners’ distributions declared on MPLX common units (including common units of general partner)⁽¹⁾
728
523
Undistributed net loss attributable to MPLX LP $ (3,483 )
$ (40 )
(1) See Note 7 for distribution information.


	Three Months Ended March 31, 2021
(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	$	707	$	20	$	11	$	738
Undistributed net gain attributable to MPLX LP	1		0		0		1
Net income attributable to MPLX LP(1)	$	708	$	20	$	11	$	739
Weighted average units outstanding:
Basic	1,037
Diluted	1,037
Net income attributable to MPLX LP per limited partner unit:
Basic	$	0.68
Diluted	$	0.68

(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.


~~(1)~~	~~See Note 7 for distribution information.~~

Three Months Ended March 31, 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 $ 728
$ 20
$ 11
$ 759
Undistributed net loss attributable to MPLX LP (3,483 ) —
—
(3,483 )
Net income attributable to MPLX LP⁽¹⁾
$ (2,755 ) $ 20
$ 11
$ (2,724 )
Weighted average units outstanding:
Basic 1,058

Diluted 1,058

Net income attributable to MPLX LP per limited partner unit:
Basic $ (2.60 )
Diluted $ (2.60 )


~~(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.~~

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	Three Months Ended March 31, 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	$	728	$	20	$	11	$	759
Undistributed net loss attributable to MPLX LP	(3,483)		0		0		(3,483)
Net (loss)/income attributable to MPLX LP(1)	$	(2,755)	$	20	$	11	$	(2,724)
Weighted average units outstanding:
Basic	1,058
Diluted	1,058
Net income attributable to MPLX LP per limited partner unit:
Basic	$	(2.60)
Diluted	$	(2.60)

(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 March 31, 2019
(In millions, except per unit data)
Limited Partners’
Common Units
Series A Preferred Units Total
Basic and diluted net income attributable to MPLX LP per unit
Net income attributable to MPLX LP:
Distributions declared $ 523
$ 20
$ 543
Undistributed net loss attributable to MPLX LP (40 ) —
(40 )
Net income attributable to MPLX LP⁽¹⁾
$ 483
$ 20
$ 503
Weighted average units outstanding:
Basic 794

Diluted 795

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.~~

7. Equity

The changes in the number of common units outstanding during the three months ended March 31, ~~2020~~2021 are summarized below:

(In units)

Common

Balance at December 31, 2020

1,038,777,978

Unit-based compensation awards

143,247

Units redeemed in unit repurchase program

(6,272,981)

~~(In units)~~

~~Common~~

~~Balance at December 31, 2019~~

~~1,058,355,471~~

~~Unit-based compensation awards~~

~~151,878~~

Balance at March 31, ~~2020~~2021

~~1,058,507,349~~1,032,648,244

Unit Repurchase Program

~~Merger~~

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 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. During the three months ended March 31, 2021, 6,272,981 public common units were repurchased at an average cost per unit of $24.78. Total cash paid for units repurchased during 2021 was $155 million with $812 million remaining available under the program for future repurchases as of March 31, 2021. As of March 31, 2021, we had agreements to acquire 291,400 additional common units for $7 million, which settled in April 2021.

Wholesale Exchange

In connection with the ~~Merger and~~Wholesale Exchange as discussed in Note 3, ~~each common unit held~~18,582,088 units were redeemed by ~~ANDX’s public unitholders was converted into~~MPC in exchange for all of the ~~right to receive 1.135~~outstanding membership interests in WRW. These units were cancelled by MPLX ~~common units while ANDX common units held by certain affiliates of MPC were converted into~~immediately following the right to receive 1.0328 MPLX common units. This resulted in the issuance of MPLX common units of approximately 102 million units to public unitholders and approximately 161 million units to MPC on July 30, 2019.transaction.

Series B Preferred Units

~~Prior to the Merger, ANDX had~~MPLX has outstanding 600,000 units of 6.875 percent Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests of ~~ANDX at~~MPLX with a price to the public of $1,000 per ~~unit. Upon completion of the Merger, the ANDX preferred units converted to preferred units of MPLX representing substantially equivalent limited partnership interests in MPLX~~unit (the “Series B preferred

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units”). The Series B preferred units are pari passu with the Series A preferred units with respect to distribution rights and rights upon liquidation. ~~Distributions on the~~ Series B preferred ~~units~~unitholders are entitled to receive a fixed distribution of $68.75 per unit, per annum, payable semi-annually in arrears on the 15th day, or the first business day thereafter, of February and August of each year up to and including February 15, 2023. After February 15, 2023, the holders of Series B preferred units are entitled to receive cumulative, quarterly distributions payable in arrears on the 15th day of February, May, August and November of each year, or the first business day thereafter, based on a floating annual rate equal to the three-month LIBOR plus 4.652 ~~percent.~~percent, in each case assuming a distribution is declared by the Board of Directors..

The changes in the Series B preferred unit balance from December 31, ~~2019~~2020 through March 31, ~~2020~~2021 are summarized below. Series B preferred units are included in the Consolidated Balance Sheets and Consolidated Statements of Equity within ~~“Equity of Predecessor” for the period prior to the Merger and within~~ “Series B preferred units” ~~for the period following the Merger.~~.


(In millions)	Series B Preferred Units
Balance at December 31, 2020	$	611
Net income allocated	11
Distributions received by Series B preferred unitholders	(21)
Balance at March 31, 2021	$	601

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(In millions) Series B Preferred Units
Balance at December 31, 2019 $ 611
Net income allocated 11
Distributions received by Series B preferred unitholders (21 )
Balance at March 31, 2020 $ 601

~~TexNew Mex Units~~ - Prior to the Merger, MPC held 80,000 Andeavor Logistics TexNew Mex units, representing all outstanding units. At the time of the Merger, each Andeavor Logistics TexNew Mex unit was automatically converted into TexNew Mex units of MPLX with substantially the same rights and obligations as the Andeavor Logistics TexNew Mex units. The TexNew Mex units represent the right to receive quarterly distribution payments in an amount calculated using the distributable cash flow generated by a particular portion of the TexNew Mex pipeline system, in excess of a base amount and adjusted for previously agreed upon stipulations and contingencies. In 2019, distributions of less than $1 million were earned by the TexNew Mex units, which were declared in January of 2020 and paid in February 2020. NaN distributions were earned by the TexNew Mex units in the first quarter of 2020.

Cash distributions – In accordance with the MPLX partnership agreement, on April ~~28, 2020~~,27, 2021, MPLX declared a quarterly cash distribution for the first quarter of ~~2020,~~2021, totaling ~~$728~~$707 million, or $0.6875 per common unit. This rate will also be received by Series A preferred unitholders. These distributions will be paid on May ~~15, 2020~~14, 2021 to common unitholders of record on May ~~8, 2020~~. Series B preferred unitholders are entitled to receive a fixed distribution of $68.75 per unit, per annum, payable semi-annually in arrears on February 15 and August 15, or the first business day thereafter, up to and including February 15, 2023. After February 15, 2023, the holders of Series B preferred units are entitled to receive cumulative, quarterly distributions payable in arrears on the 15th day of February, May, August and November of each year, or the first business day thereafter, based on a floating annual rate equal to the three-month LIBOR plus 4.652 percent, in each case assuming a distribution is declared by the Board of Directors.7, 2021. MPLX also made a cash distribution payment totaling $21 million to ~~holders of the~~ Series B ~~preferred~~ unitholders inon February ~~2020 for approximately $21 million.~~16, 2021.

Quarterly distributions for the first ~~quarter~~quarters of ~~2020~~2021 and ~~2019~~2020 are summarized below:


(Per common unit)	2021		2020
March 31,	$	0.6875	$	0.6875

(Per common unit) 2020 2019
March 31, $ 0.6875
$ 0.6575

The allocation of total quarterly cash distributions to limited and preferred unitholders is as follows for the three months ended March 31, ~~2020~~2021 and ~~2019.~~2020. MPLX’s distributions are declared subsequent to quarter end; therefore, the following table represents total cash distributions applicable to the period in which the distributions were earned.


	Three Months Ended March 31,
(In millions)	2021		2020
Common and preferred unit distributions:
Common unitholders, includes common units of general partner	$	707	$	728

Series A preferred unit distributions	20		20
Series B preferred unit distributions	11		11
Total cash distributions declared	$	738	$	759

Three Months Ended March 31,
(In millions) 2020
2019⁽¹⁾
Common and preferred unit distributions:
Common unitholders, includes common units of general partner $ 728
$ 523
Series A preferred unit distributions 20
20
Series B preferred unit distributions 11
—
Total cash distributions declared $ 759
$ 543


~~(1)~~	~~The distribution on common units for the three months ended March 31, 2019 does not include the impact of the issuance of units in connection with the merger.~~

8. Series A Preferred Units

On May 13, 2016, MPLX LP issued approximately 30.8 million 6.5 percent Series A Convertible preferred units for a cash purchase price of $32.50 per unit. The Series A preferred units rank senior to all common units and pari passu with all Series B preferred units with respect to distributions and rights upon liquidation. The holders of the Series A preferred units are entitled to receive, when and if declared by the board, a quarterly distribution equal to the greater of $0.528125 per unit or the amount of distributions they would have received on an as converted basis. On April ~~28, 2020~~,27, 2021, MPLX declared a quarterly cash distribution of $0.6875 per common unit for the first quarter of ~~2020.~~2021. Holders of the Series A preferred units will receive the common unit rate in lieu of the lower $0.528125 base amount.

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The holders may convert their Series A preferred units into common units at any time, in full or in part, subject to minimum conversion amounts and conditions. After the fourth anniversary of the issuance date, MPLX may convert the Series A preferred units into common units at any time, in whole or in part, subject to certain minimum conversion amounts and conditions, if the closing price of MPLX LP common units is greater than $48.75 for the 20-day trading period immediately preceding the conversion notice date. The conversion rate for the Series A preferred units shall be the quotient of (a) the sum of (i) $32.50, plus (ii) any unpaid cash distributions on the applicable preferred unit, divided by (b) $32.50, subject to adjustment

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for unit distributions, unit splits and similar transactions. The holders of the Series A preferred units are entitled to vote on an as-converted basis with the common unitholders and have certain other class voting rights with respect to any amendment to the MPLX partnership agreement that would adversely affect any rights, preferences or privileges of the preferred units. In addition, upon certain events involving a change of control, the holders of preferred units may elect, among other potential elections, to convert their Series A preferred units to common units at the then change of control conversion rate.

Approximately 29.6 million Series A preferred units remaining outstanding as of March 31, ~~2020.~~2021. The changes in the redeemable preferred balance from December 31, ~~2019~~2020 through March 31, ~~2020~~2021 are summarized below:


(In millions)	Redeemable Series A Preferred Units
Balance at December 31, 2020	$	968
Net income allocated	20
Distributions received by Series A preferred unitholders	(20)

Balance at March 31, 2021	$	968

(In millions) Redeemable Series A Preferred Units
Balance at December 31, 2019 $ 968
Net income allocated 20
Distributions received by Series A preferred unitholders (20 )
Balance at March 31, 2020 $ 968

The Series A preferred units are considered redeemable securities under GAAP due to the existence of redemption provisions upon a deemed liquidation event which is outside MPLX’s control. Therefore, they are presented as temporary equity in the mezzanine section of the Consolidated Balance Sheets. The Series A preferred units have been recorded at their issuance date fair value, net of issuance costs. Income allocations increase the carrying value and declared distributions decrease the carrying value of the Series A preferred units. As the Series A preferred units are not currently redeemable and not probable of becoming redeemable, adjustment to the initial carrying amount is not necessary and would only be required if it becomes probable that the Series A preferred units would become redeemable.

9. Segment Information

MPLX’s chief operating decision maker is the chief executive officer (“CEO”) of its general partner. The CEO reviews MPLX’s discrete financial information, makes operating decisions, assesses financial performance and allocates resources on a type of service basis. MPLX has 2 reportable segments: L&S and G&P. Each of these segments is organized and managed based upon the nature of the products and services it offers.

•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.

Our CEO evaluates the performance of our segments using Segment Adjusted EBITDA. Amounts included in net income and excluded from Segment Adjusted EBITDA include: (i) depreciation and amortization; (ii) provision/(benefit) for income taxes; (iii) amortization of deferred financing costs; (iv) extinguishment of debt; (v) non-cash equity-based compensation; (vi) impairment expense; (vii) net interest and other financial costs; (viii) income/(loss) from equity method investments; (ix) distributions and adjustments related to equity method investments; (x) unrealized derivative gains/(losses); (xi) acquisition costs; (xii) noncontrolling interest; and (xiii) other adjustments as deemed necessary. These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment; or (iii) are not tied to the operational performance of the segment.

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The tables below present information about revenues and other income, capital expenditures and investments in unconsolidated affiliates as well as total assets for our reportable segments:

Three Months Ended March 31,
(In millions) 2020
2019⁽¹⁾
L&S
Service revenue $ 1,004
$ 889
Rental income 242
335
Product related revenue 19
15
Income from equity method investments 50
45
Other income 51
12
Total segment revenues and other income⁽²⁾
1,366
1,296
Segment Adjusted EBITDA⁽³⁾
872
559
Capital expenditures 184
198
Investments in unconsolidated affiliates 54
7
G&P
Service revenue 536
528
Rental income 88
89
Product related revenue 222
276
(Loss)/income from equity method investments (1,234 ) 32
Other income 14
14
Total segment revenues and other (loss)/income⁽²⁾
(374 ) 939
Segment Adjusted EBITDA⁽³⁾
422
371
Capital expenditures 134
306
Investments in unconsolidated affiliates $ 37
$ 128


~~(1)~~	~~Financial information for the first quarter of 2019 has been retrospectively adjusted for the acquisition of ANDX. See Notes 1 and 3.~~

~~(2)~~

Within the total segment revenues and other income amounts presented above, third party revenues for the L&S segment were $158 million and $153 million for the three months ended March 31, 2020 and 2019, respectively. Third party losses for the G&P segment were $425 million for the three months ended March 31, 2020 and third party revenues were $887 million for the three months ended March 31, 2019.


~~(3)~~	~~See below for the reconciliation from Segment Adjusted EBITDA to net income.~~


	Three Months Ended March 31,
(In millions)	2021		2020
L&S
Service revenue	$	953	$	1,004
Rental income	249		242
Product related revenue	4		19
Income from equity method investments	36		50
Other income	52		51
Total segment revenues and other income(1)	1,294		1,366
Segment Adjusted EBITDA(2)	896		872



Capital expenditures	59		184
Investments in unconsolidated affiliates	9		54
G&P
Service revenue	508		536
Rental income	92		88
Product related revenue	397		222
Income/(loss) from equity method investments	34		(1,234)
Other income	14		14
Total segment revenues and other income/(loss)(1)	1,045		(374)
Segment Adjusted EBITDA(2)	456		422



Capital expenditures	30		134
Investments in unconsolidated affiliates	$	26	$	37

(1) Within the total segment revenues and other income amounts presented above, third party revenues for the L&S segment were $129 million and $158 million for the three months ended March 31, 2021 and 2020, respectively. Third party revenues for the G&P segment were $989 million for the three months ended March 31, 2021 and third party losses were $425 million for the three months ended March 31, 2020.

(In millions) March 31, 2020 December 31, 2019
Segment assets
Cash and cash equivalents $ 57
$ 15
L&S 20,891
20,810
G&P 16,058
19,605
Total assets $ 37,006
$ 40,430
(2) See below for the reconciliation from Segment Adjusted EBITDA to “Net income.”


(In millions)	March 31, 2021		December 31, 2020
Segment assets
Cash and cash equivalents	$	24	$	15
L&S	20,787		20,938
G&P	15,219		15,461
Total assets	$	36,030	$	36,414

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The table below provides a reconciliation between ~~net~~ “Net income/(loss)~~/income~~” and Segment Adjusted EBITDA.

Three Months Ended March 31,
(In millions) 2020
2019⁽¹⁾
Reconciliation to Net (loss)/income:
L&S Segment Adjusted EBITDA $ 872
$ 559
G&P Segment Adjusted EBITDA 422
371
Total reportable segments 1,294
930
Depreciation and amortization⁽²⁾
(325 ) (301 )
Benefit for income taxes —
1
Amortization of deferred financing costs (14 ) (7 )
Non-cash equity-based compensation (5 ) (7 )
Impairment expense (2,165 ) —
Net interest and other financial costs (216 ) (217 )
(Loss)/income from equity method investments (1,184 ) 77
Distributions/adjustments related to equity method investments (124 ) (122 )
Unrealized derivative gains/(losses)⁽³⁾
15
(4 )
Acquisition costs —
(1 )
Other (1 ) —
Adjusted EBITDA attributable to noncontrolling interests 9
7
Adjusted EBITDA attributable to Predecessor⁽⁴⁾
—
333
Net (loss)/income $ (2,716 ) $ 689


~~(1)~~	~~Financial information for the first quarter of 2019 has been retrospectively adjusted for the acquisition of ANDX. See Notes 1 and 3.~~


~~(2)~~	Depreciation and amortization attributable to L&S was $138 million and $126 million for the three months ended March 31, 2020 and 2019, respectively. Depreciation and amortization attributable to G&P was $187 million and $175 million for the three months ended March 31, 2020 and 2019, respectively.

~~(3)~~

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.


~~(4)~~	~~The adjusted EBITDA adjustments related to Predecessor are excluded from adjusted EBITDA attributable to MPLX LP prior to the Merger.~~


	Three Months Ended March 31,
(In millions)	2021		2020
Reconciliation to Net income/(loss):
L&S Segment Adjusted EBITDA	$	896	$	872
G&P Segment Adjusted EBITDA	456		422
Total reportable segments	1,352		1,294
Depreciation and amortization(1)	(329)		(325)
Provision for income taxes	(1)		0
Amortization of deferred financing costs	(17)		(14)
Non-cash equity-based compensation	(3)		(5)
Impairment expense	0		(2,165)
Net interest and other financial costs	(220)		(216)
Gain on extinguishment of debt	12		0
Income/(loss) from equity method investments	70		(1,184)
Distributions/adjustments related to equity method investments	(121)		(124)
Unrealized derivative (losses)/gains(2)	(3)		15


Other	(2)		(1)
Adjusted EBITDA attributable to noncontrolling interests	10		9

Net income/(loss)	$	748	$	(2,716)

(1) Depreciation and amortization attributable to L&S was $147 million for the three months ended March 31, 2021 and $138 million for the three months ended March 31, 2020. Depreciation and amortization attributable to G&P was $182 million for the three months ended March 31, 2021 and $187 million for the three months ended March 31, 2020.

(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.

10. Inventories

Inventories consist of the following:


(In millions)	March 31, 2021		December 31, 2020
NGLs	$	5	$	5
Line fill	20		13
Spare parts, materials and supplies	103		100
Total inventories	$	128	$	118

(In millions) March 31, 2020 December 31, 2019
NGLs $ 1
$ 5
Line fill 6
10
Spare parts, materials and supplies 98
95
Total inventories $ 105
$ 110

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11. Property, Plant and Equipment

Property, plant and equipment with associated accumulated depreciation is shown below:


(In millions)	March 31, 2021		December 31, 2020
L&S
Pipelines	$	6,045	$	6,026
Refining logistics	2,335		2,333
Terminals	1,649		1,643
Marine	965		965
Land, building and other	1,584		1,584
Construction-in-progress	277		262
Total L&S property, plant and equipment	12,855		12,813
G&P
Gathering and transportation	7,559		7,547
Processing and fractionation	5,725		5,721
Land, building and other	510		507
Construction-in-progress	288		287
Total G&P property, plant and equipment	14,082		14,062
Total property, plant and equipment	26,937		26,875
Less accumulated depreciation	5,941		5,657
Property, plant and equipment, net	$	20,996	$	21,218

(In millions) Estimated Useful Lives March 31, 2020 December 31, 2019
L&S
Pipelines 2-51 years $ 5,637
$ 5,572
Refining Logistics 13-40 years 2,308
2,870
Terminals 2-40 years 1,176
1,109
Marine 15-20 years 960
906
Land, building and other 1-61 years 1,827
1,817
Construction-in progress 618
660
Total L&S property, plant and equipment 12,526
12,934
G&P
Gathering and transportation 5-40 years 7,349
7,159
Processing and fractionation 15-40 years 5,605
5,545
Land, building and other 3-40 years 491
484
Construction-in-progress 616
745
Total G&P property, plant and equipment 14,061
13,933
Total property, plant and equipment 26,587
26,867
Less accumulated depreciation⁽¹⁾
4,758
4,722
Property, plant and equipment, net $ 21,829
$ 22,145


~~(1)~~	~~The March 31, 2020 balance includes property, plant and equipment impairment charges recorded during the first quarter of 2020 as discussed below.~~

Long-lived assets used in operations are assessed for impairment whenever changes in facts and circumstances indicate that the carrying value of the assets may not be recoverable based on the expected undiscounted future cash flow of an asset group. For purposes of impairment evaluation, long-lived assets must be grouped at the lowest level for which independent cash flows can be identified, which is at least at the segment level and in some cases for similar assets in the same geographic region where cash flows can be separately identified. If the sum of the undiscounted cash flows is less than the carrying value of an asset group, fair value is calculated, and the carrying value is written down if greater than the calculated fair value.

During the first quarter of 2020, we identified an impairment trigger relating to asset groups within our Western G&P reporting unit as a result of significant impacts to forecasted cash flows for these asset groups resulting from the first quarter events and circumstances as discussed in Note 1. The cash flows associated with these assets were significantly impacted by volume declines reflecting decreased forecasted producer customer production as a result of lower commodity prices. After assessing each asset group within the Western G&P reporting unit for impairment, only the East Texas G&P asset group resulted in the fair value of the underlying assets being less than the carrying value. As a result, an impairment of $174 million was recorded to ~~Impairment expense~~“Impairment expense” on the Consolidated Statements of ~~Income. Fair value~~Income in the first quarter of the assets was determined using a combination of an income and cost approach. The income approach utilized significant assumptions including management’s best estimates of the expected future cash flows, the estimated useful life of the asset group and discount rate. The cost approach utilized assumptions for the current replacement costs of similar assets adjusted for estimated depreciation and deterioration of the existing equipment and economic obsolescence. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance2020. No additional impairments have been recorded since that the estimates and assumptions made for purposes of our impairment analysis will prove to be an accurate prediction of the future. The fair value measurements for the asset group fair values represent Level 3 measurements.time.

12. Goodwill and Intangibles

Goodwill

MPLX annually evaluates goodwill for impairment as of November 30, as well as whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit with goodwill is less than its carrying amount. There were no impairments recorded as a result of our November 30, 2020 annual goodwill impairment evaluation.

During the first quarter of 2020, we determined that an interim impairment analysis of the goodwill recorded was necessary based on consideration of a number of first quarter events and circumstances as discussed in Note 1. Our producer customers in our Eastern G&P region reduced production forecasts and drilling activity in response to the global economic downturn. Additionally, a decline in NGL prices impacted our future revenue forecast. After performing our evaluations related to the interim impairment of goodwill during the first quarter of 2020, we recorded an impairment of $1,814 million within the Eastern G&P reporting unit, which was recorded to ~~Impairment expense~~“Impairment expense” on the Consolidated Statements of Income. The

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impairment was primarily driven by additional guidance related to the slowing of drilling activity, which ~~has~~ reduced production growth forecasts from our producer customers. ~~This resulted~~

Changes in ~~goodwill totaling approximately $7.7 billion as of March 31, 2020 within 4 reporting units. The fair value of~~ the remaining reporting units with goodwill were in excess of their carrying value by percentages ranging from 8.5 percent to 270.0 percent. The reporting unit whose fair value exceeded its carrying amount by 8.5 percent, our Crude Gathering reporting unit, had goodwill totaling $1.1 billion at March 31, 2020. The operations which make up this reporting unit were acquired through the merger with ANDX. MPC accounted for its October 1, 2018 acquisition of Andeavor (including acquiring control of ANDX), using the acquisition method of accounting, which required Andeavor assets and liabilities to be recorded by MPC at the acquisition date fair value. The Merger was closed on July 30, 2019 and has been treated as a common control transaction, which required the recognition of assets acquired and liabilities assumed using MPC’s historical carrying value. As such, given the short amount of time from when fair value was established to the date of the impairment test, the amount by which the fair value exceeded the carrying value within this reporting unit is not unexpected.

Our reporting units are one level below our operating segments and are determined based on the way in which segment management operates and reviews each operating segment. The fair value of our 6 reporting units was determined based on applying both a discounted cash flow or income approach as well as a market approach. The discounted cash flow fair value estimate is based on known or knowable information at the measurement date. The significant assumptions that were used to develop the estimates of the fair values under the discounted cash flow method included management’s best estimates of the expected future results and discount rate, which ranged from 9.5 percent to 11.5 percent. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the interim goodwill impairment test will prove to be an accurate prediction of the future. The fair value measurements for the individual reporting units represent Level 3 measurements.

After performing our evaluations related to the impairment of goodwill during the fiscal year ending December 31, 2019, we recorded an impairment of $1,197 million within the Western G&P reporting unit. The remainder of the reporting units’ fair values were in excess of their carrying values. The impairment was primarily driven by updated guidance related to the slowing of drilling activity, which has reduced production growth forecasts from our producer customers. This resulted in goodwill totaling approximately $9.5 billion as of December 31, 2019, with all but 1 of our 6 reporting units having goodwill.

~~The changes in~~ carrying amount of goodwill were as follows:


(In millions)	L&S		G&P		Total
Gross goodwill as of December 31, 2019	$	7,722	$	3,141	$	10,863
Accumulated impairment losses	0		(1,327)		(1,327)
Balance as of December 31, 2019	7,722		1,814		9,536
Impairment losses	0		(1,814)		(1,814)

Wholesale Exchange (Note 3)	(65)		0		(65)
Balance as of December 31, 2020	7,657		0		7,657



Balance as of March 31, 2021	7,657		0		7,657

Gross goodwill as of March 31, 2021	7,657		3,141		10,798
Accumulated impairment losses	0		(3,141)		(3,141)
Balance as of March 31, 2021	$	7,657	$	0	$	7,657

(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 )
Balance as of March 31, 2020 7,722
—
7,722

Gross goodwill as of March 31, 2020 7,722
3,141
10,863
Accumulated impairment losses —
(3,141 ) (3,141 )
Balance as of March 31, 2020 $ 7,722
$ —
$ 7,722

Intangible Assets

During the first quarter of 2020, we also determined that an impairment analysis of intangibles within our Western G&P reporting unit was necessary. See Note 11 for additional information regarding our assessment around the Western G&P reporting unit, and more specifically our East Texas G&P asset group. The fair value of the intangibles in our East Texas G&P asset group ~~were~~was determined based on applying the multi-period excess earnings method, which is an income approach. Key assumptions included management’s best estimates of the expected future cash flows from existing customers, customer attrition rates and the discount rate. After performing our evaluations related to the impairment of intangible assets associated with our East Texas G&P asset group during the first quarter of 2020, we recorded an impairment of $177 million to ~~Impairment expense~~“Impairment expense” on the Consolidated Statements of Income related to our customer relationships. No additional impairments have been recorded since that time.

MPLX’s remaining intangible assets are comprised of customer contracts and relationships. Gross intangible assets with accumulated amortization as of March 31, ~~2020~~2021 and December 31, ~~2019~~2020 is shown below:


		March 31, 2021						December 31, 2020
(In millions)	Useful Lives	Gross		Accumulated Amortization(1)		Net		Gross		Accumulated Amortization(2)		Net
L&S	6 - 8 years	$	283	$	(90)	$	193	$	283	$	(81)	$	202
G&P	6 - 25 years	1,288		(554)		734		1,288		(531)		757
		$	1,571	$	(644)	$	927	$	1,571	$	(612)	$	959

March 31, 2020 December 31, 2019
(In millions) Useful Life Gross
Accumulated Amortization⁽¹⁾⁽²⁾
Net Gross Accumulated Amortization Net
L&S 6 - 8 years $ 283
$ (54 ) $ 229
$ 283
$ (45 ) $ 238
G&P 6 - 25 years 1,288
(462 ) 826
1,288
(256 ) 1,032
$ 1,571
$ (516 ) $ 1,055
$ 1,571
$ (301 ) $ 1,270
(1) Amortization expense attributable to the L&S and G&P segments for the three months ended March 31, 2021 was $9 million and $23 million, respectively.


~~(1)~~	~~Amortization expense attributable to the G&P and L&S segments for the three months ended March 31, 2020 was $29 million and $9 million, respectively.~~


~~(2)~~	~~Impairment charge of $177 million is included within the G&P accumulated amortization.~~

(2) Impairment charge of $177 million is included within the G&P accumulated amortization.

Estimated future amortization expense related to the intangible assets at March 31, ~~2020~~2021 is as follows:


(In millions)
2021	$	95
2022	127
2023	127
2024	127
2025	113
Thereafter	338
Total	$	927

(In millions)
2020 $ 96
2021 128
2022 128
2023 128
2024 124
Thereafter 451
Total $ 1,055

Fair Values – Recurring

Fair value measurements and disclosures relate primarily to MPLX’s derivative positions as discussed in Note 14. The following table presents the financial instruments carried at fair value on a recurring basis as of March 31, ~~2020~~2021 and December 31, ~~2019~~2020 by fair value hierarchy level. MPLX has elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty.


	March 31, 2021				December 31, 2020
(In millions)	Assets		Liabilities		Assets		Liabilities


Significant unobservable inputs (Level 3)


Embedded derivatives in commodity contracts	$	0	$	(66)	$	0	$	(63)
Total carrying value on Consolidated Balance Sheets	$	0	$	(66)	$	0	$	(63)

March 31, 2020 December 31, 2019
(In millions) Assets Liabilities Assets Liabilities
Significant unobservable inputs (Level 3)
Embedded derivatives in commodity contracts $ —
$ (45 ) $ —
$ (60 )
Total carrying value on Consolidated Balance Sheets $ —
$ (45 ) $ —
$ (60 )

Level 3 instruments include all NGL transactions and embedded derivatives in commodity contracts. The embedded derivative liability relates to a natural gas purchase commitment embedded in a keep-whole processing agreement. The fair value calculation for these Level 3 instruments used significant unobservable inputs including: (1) NGL prices interpolated and extrapolated due to inactive markets ranging from ~~$0.26~~$0.48 to ~~$0.68~~$1.36 per gallon with a weighted average of ~~$0.39~~$0.62 per gallon ~~per the~~

~~current term of the embedded derivative~~ and (2) the probability of renewal of 95100 percent for the first ~~five-year~~five-year term and ~~83.5 percent for the~~ second ~~five-year~~five-year term of the gas purchase commitment and related keep-whole processing agreement. Increases or decreases in the fractionation spread result in an increase or decrease in the fair value of the embedded derivative liability, respectively. ~~An increase in the probability of renewal would result in an increase in the fair value of the related embedded derivative liability.~~ Beyond the embedded derivative discussed above, we had no outstanding commodity contracts as of March 31, ~~2020~~2021 or December 31, ~~2019.~~2020.

Changes in Level 3 Fair Value Measurements

The following table is a reconciliation of the net beginning and ending balances recorded for net assets and liabilities classified as Level 3 in the fair value hierarchy.


	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
(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	$	0	$	(63)	$	0	$	(60)
Total (losses)/gains (realized and unrealized) included in earnings(1)	0		(6)		0		14
Settlements	0		3		0		1

Fair value at end of period	0		(66)		0		(45)
The amount of total (losses)/gains for the period included in earnings attributable to the change in unrealized gains or losses relating to liabilities still held at end of period	$	0	$	(5)	$	0	$	13

Three Months Ended March 31, 2020 Three Months Ended March 31, 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 gains/(losses) (realized and unrealized) included in earnings⁽¹⁾
—
14
—
(6 )
Settlements —
1
—
2
Fair value at end of period —
(45 ) —
(65 )
The amount of total gains/(losses) for the period included in earnings attributable to the change in unrealized gains/(losses) relating to liabilities still held at end of period $ —
$ 13
$ —
$ (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.

~~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.

Fair Values – Reported

MPLX’s primary financial instruments are cash and cash equivalents, receivables, receivables from related parties, lease receivables from related parties, accounts payable, payables to related parties and long-term debt. MPLX’s fair value assessment incorporates a variety of considerations, including (1) the duration of the instruments, (2) MPC’s investment-grade credit rating and (3) the historical incurrence of and expected future insignificance of bad debt expense, which includes an evaluation of counterparty credit risk. MPLX believes the carrying values of its current assets and liabilities approximate fair value. The recorded value of the amounts outstanding under the bank revolving credit facility, if any, approximates fair value

due to the variable interest rate that approximates current market rates. Derivative instruments are recorded at fair value, based on available market information (see Note 14).

The fair value of MPLX’s long-term debt is estimated based on recent market non-binding indicative quotes. The ~~fair value of the SMR liability is estimated using a discounted cash flow approach based on the contractual cash flows and MPLX’s unsecured borrowing rate. The~~ long-term debt ~~and SMR liability~~ fair values are considered Level 3 measurements. The following table summarizes the fair value and carrying value of ~~the long-term~~our debt, excluding finance ~~leases, and SMR liability:~~leases:


	March 31, 2021				December 31, 2020
(In millions)	Fair Value		Carrying Value		Fair Value		Carrying Value
Long-term debt (including amounts due within one year)	$	21,988	$	20,156	$	22,951	$	20,244

March 31, 2020 December 31, 2019
(In millions) Fair Value Carrying Value Fair Value Carrying Value
Long-term debt $ 18,352
$ 20,560
$ 21,054
$ 19,800
SMR liability $ 77
$ 79
$ 90
$ 80

As of March 31, ~~2020,~~2021, MPLX had no outstanding commodity contracts beyond the embedded derivative discussed below.

Embedded Derivative - MPLX has a natural gas purchase commitment embedded in a keep-whole processing agreement with a producer customer in the Southern Appalachian region expiring in December 2022. The customer has the unilateral option to extend the agreement for 2 consecutive ~~five-year~~five-year terms through December 2032. For accounting purposes, the natural gas purchase commitment and the term extending options have been aggregated into a single compound embedded derivative. The probability of the customer exercising its options is determined based on assumptions about the customer’s potential business strategy decision points that may exist at the time they would elect whether to renew the contract. The changes in fair value of this compound embedded derivative are based on the difference between the contractual and index pricing, the probability of the producer customer exercising its option to extend and the estimated favorability of these contracts compared to current market conditions. The changes in fair value are recorded in earnings through “Purchased product costs” on the Consolidated Statements of Income. As of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, the estimated fair value of this contract was a liability of ~~$45~~$66 million and ~~$60~~$63 million, respectively.

Certain derivative positions are subject to master netting agreements, therefore, MPLX has elected to offset derivative assets and liabilities that are legally permissible to be offset. As of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, there were no derivative assets or liabilities that were offset on the Consolidated Balance Sheets. The impact of MPLX’s derivative instruments on its Consolidated Balance Sheets is summarized below:


(In millions)	March 31, 2021				December 31, 2020
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	$	0	$	(10)	$	0	$	(7)
Other noncurrent assets / Deferred credits and other liabilities	0		(56)		0		(56)
Total	$	0	$	(66)	$	0	$	(63)

(In millions) March 31, 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 $ —
$ (2 ) $ —
$ (5 )
Other noncurrent assets / Deferred credits and other liabilities —
(43 ) —
(55 )
Total $ —
$ (45 ) $ —
$ (60 )
(1) Includes embedded derivatives in commodity contracts as discussed above.

For further information regarding the fair value measurement of derivative instruments, ~~including the effect of master netting arrangements or collateral,~~ see Note 13. There were no material changes to MPLX’s policy regarding the accounting for Level 2 and Level 3 instruments as previously disclosed in MPLX’s Annual Report on Form 10-K for the year ended December 31, ~~2019. MPLX does not designate any of its commodity derivative positions as hedges for accounting purposes.~~2020.

The impact of MPLX’s derivative contracts not designated as hedging instruments and the location of gains and losses recognized on the Consolidated Statements of Income is summarized below:


	Three Months Ended March 31,
(In millions)	2021		2020




Purchased product costs
Realized (loss)/gain	$	(3)	$	(1)
Unrealized (loss)/gain	(3)		15
Purchased product costs derivative (loss)/gain	(6)		14





Total derivative (loss)/gain	$	(6)	$	14

Three Months Ended March 31,
(In millions) 2020 2019
Product sales
Realized (loss)/gain $ —
$ —
Unrealized (loss)/gain —
—
Product sales derivative (loss)/gain —
—
Purchased product costs
Realized (loss)/gain (1 ) (2 )
Unrealized gain/(loss) 15
(4 )
Purchased product costs derivative gain/(loss) 14
(6 )
Cost of revenues
Realized (loss)/gain —
—
Unrealized (loss)/gain —
—
Cost of revenues derivative (loss)/gain —
—
Total derivative gain/(loss) $ 14
$ (6 )

MPLX’s outstanding borrowings consist of the following:


(In millions)	March 31, 2020			December 31, 2019			(In millions)	March 31, 2021		December 31, 2020
MPLX LP:							MPLX LP:

Bank revolving credit facility	$	750		$	—		Bank revolving credit facility	$	835	$	175
Term loan facility	1,000			1,000

Floating rate senior notes	2,000			2,000			Floating rate senior notes	1,000		1,000

Fixed rate senior notes	16,887			16,887			Fixed rate senior notes	18,532		19,240
Consolidated subsidiaries:							Consolidated subsidiaries:
MarkWest	23			23			MarkWest	23		23
ANDX	190			190			ANDX	45		87

Financing lease obligations⁽¹⁾	14			19			Financing lease obligations(1)	10		11
Total	20,864			20,119			Total	20,445		20,536
Unamortized debt issuance costs	(103		)	(106		)	Unamortized debt issuance costs	(112)		(116)
Unamortized discount/premium	(290		)	(300		)	Unamortized discount/premium	(279)		(281)
Amounts due within one year	(4		)	(9		)	Amounts due within one year	(2)		(764)
Total long-term debt due after one year	$	20,467		$	19,704		Total long-term debt due after one year	$	20,052	$	19,375

(1) See Note 20 for lease information.

~~Effective July 30, 2019, in connection with the closing of the Merger, MPLX~~MPLX’s amended and restated ~~its existing~~ revolving credit facility ~~(the~~(as amended, the “MPLX Credit Agreement”) ~~to, among other things, increase~~, has a borrowing capacity toof up to $3.5 billion and ~~extend its~~a term ~~from July 2022~~that extends to July 2024. During the three months ended March 31, ~~2020,~~2021, MPLX borrowed ~~$1,325 million~~$1.91 billion under the MPLX Credit Agreement, at an average interest rate of ~~2.139~~1.347 percent, and repaid ~~$575 million~~. $1.25 billion. At March 31, ~~2020,~~2021, MPLX had ~~$750~~$835 million in outstanding borrowings and less than $1 million in letters of credit outstanding under the MPLX Credit Agreement, resulting in total availability of ~~$2.75~~$2.67 billion, or ~~78.6~~76.1 percent of the borrowing capacity.

~~Term Loan Agreement~~

On September 26, 2019, MPLX entered into a Term Loan Agreement which provides for a committed term loan facility for up to an aggregate of $1 billion. Borrowings under the Term Loan Agreement bear interest, at MPLX’s election, at either (i) the Adjusted LIBO Rate (as defined in the Term Loan Agreement) plus a margin ranging from 75.0 basis points to 100.0 basis points per annum, depending on MPLX’s credit ratings, or (ii) the Alternate Base Rate (as defined in the Term Loan Agreement). Amounts borrowed under the Term Loan Agreement will be due and payable on ~~September 26, 2021. As of March 31, 2020, MPLX had drawn $1.0 billion on the term loan at an average interest rate of 2.273 percent.~~

Floating Rate Senior Notes

~~On September 9, 2019,~~ MPLX ~~issued $2.0~~has $1.0 billion of aggregate principal amount of floating rate senior notes ~~in a public offering, consisting of $1.0 billion aggregate principal amount of notes~~ due September ~~2021 and $1.0 billion aggregate principal amount of~~2022. The notes ~~due September 2022 (collectively, the “Floating Rate Senior Notes”). The Floating Rate Senior Notes~~ were offered at a price to the public of 100 percent of ~~par. The Floating Rate Senior Notes~~par and are callable, in whole or in part, at par plus accrued and unpaid interest at any time on or after September 10, 2020. Interest ~~on the Floating Rate Senior Notes~~ is payable quarterly in March, June, September and ~~December, commencing on December 9, 2019.~~December. The interest rate applicable to the ~~floating rate senior~~ notes ~~due September 2021 is LIBOR plus 0.9 percent per annum. The interest rate applicable to the floating rate senior notes due September 2022~~ is LIBOR plus 1.1 percent per annum.

Fixed Rate Senior Notes

MPLX’s senior notes, including those issued by consolidated subsidiaries, consist of various series of senior notes expiring between 2022 and 2058 with interest rates ranging from ~~3.375~~1.750 percent to ~~6.375~~5.500 percent. Interest on each series of notes is payable semi-annually in arrears on various dates depending on the series of the notes.

On December 29, 2020, MPLX announced the redemption of $750 million outstanding aggregate principal amount of 5.250 percent senior notes due January 15, 2025, including approximately $42 million aggregate principal amount of senior notes issued by Andeavor Logistics LP. These amounts are included on the Consolidated Balance Sheet at December 31, 2020 as “Long-term debt due within one year”. The notes were redeemed on January 15, 2021 at a price equal to 102.625 percent of the principal amount, which resulted in a payment of $20 million related to the note premium offset by the immediate recognition of $12 million of unamortized debt premium and issuance costs, which resulted in a loss on extinguishment of debt of $8 million that is included on the Consolidated Statements of Income as “Other financial costs”.

Disaggregation of Revenue

The following tables represent a disaggregation of revenue for each reportable segment for the three months ended March 31, ~~2020~~2021 and ~~2019:~~2020:

Three Months Ended March 31, 2020
(In millions) L&S G&P Total
Revenues and other income:
Service revenue $ 84
$ 528
$ 612
Service revenue - related parties 920
8
928
Service revenue - product related —
39
39
Product sales 15
154
169
Product sales - related parties 4
29
33
Total revenues from contracts with customers $ 1,023
$ 758
1,781
Non-ASC 606 (loss)/revenue⁽¹⁾
(789 )
Total revenues and other income $ 992


	Three Months Ended March 31, 2021
(In millions)	L&S		G&P		Total
Revenues and other income:
Service revenue	$	84	$	505	$	589
Service revenue - related parties	869		3		872
Service revenue - product related	0		77		77
Product sales	1		281		282
Product sales - related parties	3		39		42
Total revenues from contracts with customers	$	957	$	905	1,862







Non-ASC 606 revenue(1)					477
Total revenues and other income					$	2,339

Three Months Ended March 31, 2019⁽²⁾
(In millions) L&S G&P Total
Revenues and other income:
Service revenue $ 86
$ 528
$ 614
Service revenue - related parties 803
—
803
Service revenue - product related —
34
34
Product sales 11
205
216
Product sales - related parties 4
37
41
Total revenues from contracts with customers $ 904
$ 804
1,708
Non-ASC 606 revenue⁽¹⁾
527
Total revenues and other income $ 2,235


	Three Months Ended March 31, 2020
(In millions)	L&S		G&P		Total
Revenues and other income:
Service revenue	$	84	$	528	$	612
Service revenue - related parties	920		8		928
Service revenue - product related	0		39		39
Product sales	15		154		169
Product sales - related parties	4		29		33
Total revenues from contracts with customers	$	1,023	$	758	1,781







Non-ASC 606 (loss)/revenue(1)					(789)
Total revenues and other income					$	992

(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.

Contract assets typically relate to aid in construction agreements where the revenue recognized and MPLX’s rights to consideration for work completed exceeds the amount billed to the ~~customer or for deficiency payments associated with minimum volume commitments which have not been billed to customers.~~customer. Contract assets are ~~generally classified as current and~~ included in “Other current assets” and “Other noncurrent assets” on the Consolidated Balance Sheets.

Contract liabilities, which we refer to as “Deferred revenue” and “Long-term deferred revenue,” typically relate to advance payments for aid in construction agreements and deferred customer credits associated with makeup rights and minimum volume commitments. Related to minimum volume commitments, breakage is estimated and recognized into service revenue in instances where it is probable the customer will not use the credit in future periods. We classify contract liabilities as current or long-term based on the timing of when we expect to recognize revenue.

“Receivables, net” primarily relate to our commodity sales. Portions of the “Receivables, net” balance are attributed to the sale of commodity product controlled by MPLX prior to sale while a significant portion of the balance relates to the sale of commodity product on behalf of our producer customers. ~~Both types of transactions~~The sales and related “Receivable, net” are commingled and excluded from the table below. MPLX remits the net sales price back to our producer customers upon completion of the sale. Each period end,

certain amounts within accounts payable relate to our payments to producer customers. Such amounts are not deemed material at period end as a result of when we settle with each producer.

The tables below reflect the changes in our contract balances for the three-month periods ended March 31, ~~2020~~2021 and ~~2019:~~2020:


(In millions)	Balance at December 31, 2020(1)		Additions/ (Deletions)		Revenue Recognized(2)		Balance at March 31, 2021
Contract assets	$	40	$	(27)	$	0	$	13
Long-term contract assets	2		0		0		2
Deferred revenue	37		7		(1)		43
Deferred revenue - related parties	91		21		(20)		92
Long-term deferred revenue	119		4		0		123
Long-term deferred revenue - related parties	48		(4)		0		44
Long-term contract liability	$	6	$	0	$	0	$	6

Balance at December 31, 2019⁽¹⁾

Revenue Recognized⁽²⁾

(1) Balance represents ASC 606 portion of each respective line item.

(2) NaN significant revenue was recognized related to past performance obligations in the current periods.

(In millions)
Balance at December 31, 2018⁽¹⁾

Additions/ (Deletions)⁽³⁾

Revenue Recognized⁽²⁾⁽³⁾

Balance at
March 31, 2019⁽³⁾
Contract assets $ 36
$ (17 ) $ —
$ 19
Deferred revenue 13
1
(1 ) 13
Deferred revenue - related parties 65
9
(16 ) 58
Long-term deferred revenue 56
1
—
57
Long-term deferred revenue - related parties $ 52
$ —
$ —
$ 52

Remaining Performance Obligations

The table below includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period.

As of March 31, ~~2020,~~2021, the amounts allocated to contract assets and contract liabilities on the Consolidated Balance Sheets are ~~$224~~$301 million and are reflected in the amounts below. This will be recognized as revenue as the obligations are satisfied, which is expected to occur over the next 3123 years. Further, MPLX does not disclose variable consideration due to volume variability in the table below.


(In millions)
2021	$	1,435
2022	1,838
2023	1,674
2024	1,546
2025 and thereafter	4,580
Total revenue on remaining performance obligations(1),(2),(3)	$	11,073

(In millions)
2020 $ 1,344
2021 1,747
2022 1,717
2023 1,638
2024 and thereafter 5,662
Total revenue on remaining performance obligations^(1),(2),(3)
$ 12,108
(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.

We do not disclose information on the future performance obligations for any contract with an original expected duration of

Table of Contents

17. Supplemental Cash Flow Information

Three Months Ended March 31,
(In millions) 2020 2019
Net cash provided by operating activities included:
Interest paid (net of amounts capitalized) $ 210
$ 173
Non-cash investing and financing activities:
Net transfers of property, plant and equipment from (to) materials and supplies inventories (1 ) 1


	Three Months Ended March 31,
(In millions)	2021		2020
Net cash provided by operating activities included:
Interest paid (net of amounts capitalized)	$	231	$	210






Non-cash investing and financing activities:
Net transfers of property, plant and equipment (to)/from materials and supplies inventories	$	0	$	(1)

The Consolidated Statements of Cash Flows exclude changes to the Consolidated Balance Sheets that did not affect cash. The following is the change of additions to property, plant and equipment related to capital accruals:


	Three Months Ended March 31,
(In millions)	2021		2020

Decrease in capital accruals	$	(37)	$	(61)

Three Months Ended March 31,
(In millions) 2020 2019
(Decrease)/increase in capital accruals $ (61 ) $ (71 )

MPLX LP records an accumulated other comprehensive loss on the Consolidated Balance Sheets relating to pension and other post-retirement benefits provided by LOOP LLC (“LOOP”) and Explorer Pipeline Company (“Explorer”) to their employees. MPLX LP is not a sponsor of these benefit plans.

The following table shows the changes in “Accumulated other comprehensive loss” by component during the period December 31, 2020 through March 31, 2021.


(In millions)	Pension Benefits		Other Post-Retirement Benefits		Total
Balance at December 31, 2020(1)	$	(13)	$	(2)	$	(15)
Other comprehensive loss - remeasurements(2)	(2)		0		(2)






Balance at March 31, 2021(1)	$	(15)	$	(2)	$	(17)

The following table shows the changes in “Accumulated other comprehensive loss” by component during the period December 31, 2019 through March 31, 2020.


(In millions)	Pension Benefits		Other Post-Retirement Benefits		Total
Balance at December 31, 2019(1)	$	(14)	$	(1)	$	(15)
Other comprehensive loss - remeasurements(2)	0		(1)		(1)





Balance at March 31, 2020(1)	$	(14)	$	(2)	$	(16)

(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 March 31, 2020⁽¹⁾
(14 ) (2 ) (16 )

~~The following table shows the changes in~~(1) These components of “Accumulated other comprehensive loss” are included in the computation of net periodic benefit cost by ~~component during~~LOOP and Explorer and are therefore included on the ~~period December 31, 2018 through March 31, 2019.~~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.

(In millions) Pension
Benefits Other
Post-Retirement Benefits Total
Balance at December 31, 2018⁽¹⁾
$ (14 ) $ (2 ) $ (16 )
Other comprehensive income - remeasurements⁽²⁾
—
1
1
Balance at March 31, 2019⁽¹⁾
$ (14 ) $ (1 ) $ (15 )

Table of Contents

19. Equity-Based Compensation

Phantom Units

The following is a summary of phantom unit award activity of MPLX LP common units for the three months ended March 31, ~~2020~~:2021:


	Number of Units	Weighted Average Fair Value
Outstanding at December 31, 2020	644,023	$	28.65
Granted	321,927	24.88

Settled	(143,088)	29.73
Forfeited	(1,270)	33.09
Outstanding at March 31, 2021	821,592	$	26.98

Number
of Units Weighted
Average
Fair Value
Outstanding at December 31, 2019 1,109,568
$ 35.97
Granted 168,212
20.49
Settled (174,888 ) 36.29
Forfeited (335 ) 33.55
Outstanding at March 31, 2020 1,102,557
$ 33.56

~~Performance Units~~
~~– MPLX grants performance units to certain officers~~

The following is a summary of the ~~general partner and certain eligibleMPC officers who make significant contributions~~activity for performance unit awards to ~~its business. These performance units pay out 75 percent in cash and 25 percent~~be settled in MPLX LP common units ~~and often contain both market and~~for the three months ended March 31, 2021:


			Number of Units
Outstanding at December 31, 2020			3,092,286
Granted			375,730
Settled			(1,347,177)
Forfeited			(1,761)
Outstanding at March 31, 2021			2,119,078

No new performance ~~conditions based on various metrics. Market conditions are valued using a Monte Carlo valuation while performance conditions are reevaluated periodically and valued at~~unit awards were granted during the ~~compensation cost associated with the performance outcome deemed most probable.~~

three months ended March 31, 2021. The performance units shown above as granted ~~in 2020 are hybrid awards having a three-year performance period of January 1, 2020 through December 31, 2022. The payout~~represents subsequent tranches of the ~~award is dependent on two independent conditions, each constituting 50 percent of the overall target units granted. The~~2020 and 2019 performance unit awards ~~have~~that were subject to a performance condition based on MPLX LP’s 2021 distributable cash flow, ~~and a market condition based on MPLX LP’s total unitholder return. The market condition was valued using a Monte Carlo valuation, resulting in~~which, due to the nature of the award terms, did not meet the criteria for a grant date fair value until the first quarter of ~~$0.80 per unit for the 2020 equity-classified performance units.~~2021, at which time we began recognizing units and expense related to these tranches. Grant date fair value of the performance condition is based on potential payouts ~~per unit~~ of up to $2.00 per unit. Compensation cost associated with the performance condition is based on the grant date fair value of the payout deemed most probable to occur and is adjusted as the expectation for payout changes.

During the first quarter of 2018, a performance award was granted; however, due to the nature of the award terms, the grant date for this award was not established until the first quarter of 2020 and we began recognizing units and expense related to this award at that time. The performance units granted in 2018 are hybrid awards having a three-year performance period of January 1, 2018 through December 31, 2020. The payout of the award is dependent on two independent conditions, each constituting 50 percent of the overall target units granted. The awards have a performance condition based on an average of MPLX LP’s distributable cash flow and a market condition based on MPLX LP’s total unitholder return. The market condition was valued using a Monte Carlo valuation, resulting in a grant date fair value of $0.45 per unit for the 2018 equity-classified performance units. Grant date fair value of the performance condition is based on potential payouts per unit of up to $2.00 per unit. Compensation cost associated with the performance condition is based on the grant date fair value of the payout deemed most probable to occur and is adjusted as the expectation for payout changes.

~~The following is a summary of the activity for performance unit awards to be settled in MPLX LP common units for the~~ ~~three~~ ~~months ended~~ ~~March 31, 2020~~:



	Number of Units
~~Outstanding at December 31, 2019~~	~~2,157,347~~
~~Granted~~	~~2,147,211~~
~~Settled~~	~~(1,169,354~~	)
~~Forfeited~~	~~(18,750~~	)
~~Outstanding at March 31, 2020~~	~~3,116,454~~

~~For the three months ended March 31,~~ 2020, reimbursements for projects at certain MPLX refining logistics locations were agreed to between MPLX and MPC. These reimbursements relate to the storage services agreements between MPLX and MPC at these locations and required the embedded leases within these agreements to be reassessed under the leasing standard. As a result of the reassessment, one of our leases was reclassified from an operating lease to a sales-type lease. As a result, the underlying assets previously shown on the Consolidated Balance Sheets associated with the sales-type lease were derecognized and the net investment in the lease (i.e., the sum of the present value of the future lease payments and the unguaranteed residual value of the assets) was recorded as a lease receivable. See Note 5 for the location of lease receivables and unguaranteed residual assets on the Consolidated Balance Sheets. The difference between the net book value of the underlying assets and the net investment in the lease has been recorded as a Contribution from MPC in the Consolidated Statements of Equity given that the transaction related to refining logistics was a common control transaction. During the ~~three months ended March 31,~~first quarter of 2020, MPLX derecognized approximately $171 million of property, plant and equipment, recorded a lease receivable of approximately $370 million, recorded an unguaranteed residual asset of approximately $10 million and a Contribution from MPC of $209 million.

Lease revenues included on the Consolidated Statements of Income were as follows:


	Three Months Ended March 31, 2021				Three Months Ended March 31, 2020
(In millions)	Related Party		Third Party		Related Party		Third Party
Operating leases:
Operating lease revenue(1)	$	202	$	68	$	186	$	63

Sales-type leases:
Profit/(loss) recognized at the commencement date	0		0		0		N/A
Interest income (Sales-type lease revenue- fixed minimum)	37		0		38		N/A
Interest income (Revenue from variable lease payments)	$	0	$	0	$	0	N/A

Three Months Ended March 31, 2020 Three Months Ended March 31, 2019
(In millions) Related Party Third Party Related Party Third Party
Operating leases:
Operating lease revenue⁽¹⁾⁽²⁾
$ 186
$ 63
$ 279
$ 65

Sales-type leases:
Profit/(loss) recognized at the commencement date —
N/A
N/A
N/A
Interest income (Sales-type lease revenue- fixed minimum) 38
N/A
N/A
N/A
Interest income (Revenue from variable lease payments) $ —
N/A
N/A
N/A

~~The following is a schedule of future payments on the sales-type leases with MPC as of March 31, 2020:~~

(In millions) Related Party
2020 $ 129
2021 157
2022 157
2023 158
2024 158
2025 and thereafter 461
Total minimum future rentals 1,220
Less: present value discount 795
Lease receivable $ 425

MPLX is the subject of, or a party to, a number of pending or threatened legal actions, contingencies and commitments involving a variety of matters, including laws and regulations relating to the environment. Some of these matters are discussed below. For matters for which MPLX has not recorded ~~an accrued~~a liability, MPLX is unable to estimate a range of possible ~~losses~~loss because the issues involved have not been fully developed through pleadings, discovery or court proceedings. However, the ultimate resolution of some of these contingencies could, individually or in the aggregate, be material.

Environmental Matters – MPLX is subject to federal, state and local laws and regulations relating to the environment. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites. Penalties may be imposed for non-compliance.

At March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, accrued liabilities for remediation totaled $18 million and $17 million, ~~and $19 million,~~ respectively. ~~However, it~~It is not presently possible to estimate the ultimate amount of all remediation costs that might be incurred or the penalties, if any, ~~which~~that may be imposed. At March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, there were 0 balances with MPC for indemnification of environmental costs.

MPLX is involved in environmental enforcement matters arising in the ordinary course of business. While the outcome and impact to MPLX cannot be predicted with certainty, management believes the resolution of these environmental matters will not, individually or collectively, have a material adverse effect on its consolidated results of operations, financial position or cash flows.

MPLX is also a party to a number of other lawsuits and other proceedings arising in the ordinary course of business. While the ultimate outcome and impact to MPLX cannot be predicted with certainty, management believes the resolution of these other lawsuits and proceedings will not, individually or collectively, have a material adverse effect on its consolidated financial position, results of operations ~~financial position~~ or cash flows.

Guarantees – Over the years, MPLX has sold various assets in the normal course of its business. Certain of the related agreements contain performance and general guarantees, including guarantees regarding inaccuracies in representations, warranties, covenants and agreements, and environmental and general indemnifications that require MPLX to perform upon the occurrence of a triggering event or condition. These guarantees and indemnifications are part of the normal course of selling assets. MPLX is typically not able to calculate the maximum potential amount of future payments that could be made under such contractual provisions because of the variability inherent in the guarantees and indemnities. Most often, the nature of the guarantees and indemnities is such that there is no appropriate method for quantifying the exposure because the underlying triggering event has little or no past experience upon which a reasonable prediction of the outcome can be based.

In connection with 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, we have entered into a Contingent Equity Contribution Agreement whereby MPLX LP, along with the other joint venture owners in the Bakken Pipeline system, ~~have~~has agreed to make equity contributions to the joint venture upon certain events occurring to allow the entities that own and operate the Bakken Pipeline system to satisfy their senior note payment obligations.

The senior notes were issued to repay amounts owed by the pipeline companies to fund the cost of construction of the Bakken Pipeline system.

In March 2020, the U.S. District Court for the District of Columbia (the “D.D.C.”) ordered the U.S. Army Corps of Engineers (“Army Corps”), which granted permits and an easement for the Bakken Pipeline system, to conduct a full environmental impact statement (“EIS”), and further requested briefing on whether an easement ~~permit~~ necessary for the operation of the Bakken Pipeline system should be vacated while the EIS is being prepared.

On July 6, 2020, the D.D.C. ordered vacatur of the easement to cross Lake Oahe during the pendency of an EIS and further ordered a shut down of the pipeline by August 5, 2020. The D.D.C. denied a motion to stay that order. Dakota Access and the Army Corps appealed the D.D.C.’s orders to the U.S. Court of Appeals for the District of Columbia Circuit (the “Court of Appeals”). On July 14, 2020, the Court of Appeals issued an administrative stay while the court considered Dakota Access and the Army Corps’ emergency motion for stay pending appeal. On August 5, 2020, the Court of Appeals stayed the D.D.C.’s injunction that required the pipeline be shutdown and emptied of oil by August 5, 2020. The Court of Appeals denied a stay of the D.D.C.’s March order, which required the EIS, and further denied a stay of the D.D.C.’s July order, which vacated the easement. On January 26, 2021, the Court of Appeals upheld the D.D.C.’s order vacating the easement while the Army Corps prepares the EIS. The Court of Appeals reversed the D.D.C.’s order to the extent it directed that the pipeline be shutdown and emptied of oil. In the D.D.C., briefing has been completed for a renewed request for an injunction. The pipeline remains operational.

If the ~~permit~~pipeline is ~~vacated~~temporarily shut down pending completion of the EIS, ~~and the vacatur is deemed temporary,~~ MPLX would have to contribute its 9.19 percent pro rata share of funds required to pay interest accruing on the notes and any portion of the principal that matures while the pipeline is ~~shutdown and~~shutdown. MPLX also expects to contribute its 9.19 percent pro rata share of any costs to remediate any deficiencies to reinstate the permit and/or return the pipeline into operation. If the ~~court vacates~~vacatur of the easement permit ~~and such action~~ results in a permanent shutdown of the pipeline, MPLX would have to contribute its 9.19 percent pro rata share of the cost to redeem the bonds (including the 1% redemption premium required pursuant to the indenture governing the notes) and any accrued and unpaid ~~interest, if any.~~interest. As of March 31, ~~2020,~~2021, our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement were approximately $230 million.

Other Legal Proceedings – In early July 2020, Tesoro High Plains Pipeline Company, LLC (“THPP”), a subsidiary of MPLX, received a Notification of Trespass Determination from the Bureau of Indian Affairs (“BIA”) relating to a portion of the Tesoro High Plains Pipeline that crosses the Fort Berthold Reservation in North Dakota. The notification covered the rights of way for 23 tracts of land and demanded the immediate cessation of pipeline operations. The notification also assessed trespass damages of approximately $187 million. THPP appealed this determination, which triggered an automatic stay of the requested pipeline shutdown and payment. On October 29, the Assistant Secretary - Indian Affairs issued an order vacating the BIA’s trespass order and requiring the Regional Director for the BIA Great Plains Region to issue a new decision on or before December 15 covering all 34 tracts at issue. On December 15, 2020, the Regional Director of the BIA issued a new trespass notice to THPP consistent with the Assistant Secretary - Indian Affairs order vacating the prior trespass order. The new order found that THPP was in trespass and assessed trespass damages of approximately $4 million (including interest), which has been paid. The order also required THPP to immediately cease and desist use of the portion of the pipeline that crosses the property at issue. THPP has complied with the Regional Director’s December 15, 2020 notice. On February 12, 2021, landowners filed suit in the U.S. District Court for the District of North Dakota (the “District of North Dakota”) against THPP, the Department of the Interior, the Assistant Secretary - Indian Affairs, the Interior Board of Indian Appeals and the BIA, requesting, among other things, that decisions by the Assistant Secretary - Indian Affairs and the Interior Board of Indian Appeals be vacated as to the award of damages to plaintiffs. In March 2021, THPP received a copy of an order purporting to vacate all orders related to THPP’s alleged trespass issued by the BIA between July 2, 2020 and January 14, 2021. The order directs the Regional Director of the BIA to reconsider the issue of THPP’s alleged trespass and issue a new order, if necessary, after all interested parties have had an opportunity to be heard. Subsequently, landowners voluntarily dismissed the suit filed in the District of North Dakota. On April 23, 2021, THPP filed a lawsuit in the District of North Dakota against the United States of America, the U.S. Department of the Interior and the BIA challenging the March order purporting to vacate all previous orders related to THPP’s alleged trespass.

We continue to work towards a settlement of this matter with holders of the property rights at issue.

Contractual Commitments and Contingencies – At March 31, ~~2020,~~2021, MPLX’s contractual commitments to acquire property, plant and equipment totaled ~~$318~~$101 million. These commitments were primarily related to G&P plant expansion, terminal and pipeline projects. In addition, from time to time and in the ordinary course of business, MPLX and its affiliates provide guarantees of MPLX’s subsidiaries payment and performance obligations in the G&P segment. Certain natural gas processing and gathering arrangements require MPLX to construct new natural gas processing plants, natural gas gathering pipelines and

NGL pipelines and contain certain fees and charges if specified construction milestones are not achieved for reasons other than force majeure. In certain cases, certain producers may have the right to cancel the processing arrangements if there are significant delays that are not due to force majeure. As of March 31, ~~2020,~~2021, management does not believe there are any indications that MPLX will not be able to meet the construction milestones, that force majeure does not apply or that such fees and charges will otherwise be triggered.

Management’s Discussion and Analysis of Financial Condition and Results of Operations should also be read in conjunction with the unaudited consolidated financial statements and accompanying footnotes included under Item 1. Financial Statements and in conjunction with our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

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

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

•future ~~levels of revenues~~financial 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);operating results;

~~future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses;~~

•the ~~amount~~timing and ~~timing~~amount of future ~~distributions;~~distributions or unit repurchases; 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.

Our forward-looking statements are not guarantees of future performance and you should not rely unduly on them, as they involve risks, uncertainties and assumptions that we cannot predict. Material differences between actual results and any future performance suggested in our forward-looking statements could result from a variety of factors, including the following:

•general economic, political or regulatory developments, including changes in governmental policies relating to refined petroleum products, crude oil, natural gas or NGLs, or taxation;

•the ~~effects~~magnitude and duration of the ~~recent outbreak of~~ COVID-19 pandemic and its restrictions, including travel restrictions, business and school closures, increased remote work, stay-at-home orders and other actions taken by individuals, governments and the ~~adverse impact thereof on our business, financial condition, results~~private sector to stem the spread 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~~virus;

•the ability of ~~our securities and trading markets with respect thereto, our ability to access capital markets, and the global economy and financial markets generally;~~

the risk that anticipated opportunities and any other synergies from or anticipated 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;

•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 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~~conditions;

•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;~~

•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 ~~including the dropdowns completed by MPC,~~ 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.

For additional risk factors affecting our business, see ~~“Item 1A. Risk Factors” below, together with~~ the risk factors described in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020. We undertake no obligation to update any forward-looking statements except to the extent required by applicable law.

We are a diversified, large-cap MLP formed by MPC, that owns and operates midstream energy infrastructure and logistics assets, and provides fuels distribution services. We are engaged in the transportation, storage and distribution of crude oil and refined petroleum products; the gathering, processing and transportation of natural gas; and the gathering, transportation, fractionation, storage and marketing of NGLs. Our operations are conducted in our Logistics and Storage and Gathering and Processing segments.

Significant financial highlights including revenues and other income, income from operations, net income, adjusted EBITDA attributable to MPLX and DCF attributable to GP and LP unitholders for the three months ended March 31, ~~2020~~2021 and March 31, ~~2019~~2020 are shown in the chart below. ~~These results include the recast of ANDX financial information into MPLX’s financial information as a result of the Merger.~~ See the Non-GAAP Financial Information section below for the definitions of Adjusted EBITDA and DCF and the Results of Operations section for further details regarding changes in these metrics.

~~Recognized approximately $3.4 billion of impairments during the quarter related to goodwill, equity method investments and long-lived assets (including intangibles).~~

~~RECENT DEVELOPMENTS~~

•During the first quarter of 2021, we returned $155 million to unitholders through the repurchase of 6,272,981 public common units under our unit repurchase program. As of March 31, 2021, total repurchases of $188 million have been made under the unit repurchase program since the program was launched in the fourth quarter of 2020.

•In line with previously announced efforts around portfolio optimization, the company closed on the sale of our Javelina plant in Corpus Christi, Texas, on February 12, 2021, for $70 million of cash in addition to future consideration contingent on the performance of the facility.

37•On January 15, 2021 we redeemed $750 million outstanding aggregate principal amount of 5.250 percent senior notes due January 15, 2025, at 102.625 percent of the principal amount.

During the first quarter of 2021, we have seen improvement in the environment in which our business operates as COVID-19 impacts are beginning to subside. The ~~recent~~increased availability of vaccinations, coupled with an easing of COVID-19 restrictions in certain areas, has been followed by an increase in economic activity, the opening of many businesses and schools and an increase in in-person interaction and associated travel.

In the first quarter of 2020, the outbreak of COVID-19 and its development into a pandemic ~~in March 2020 has~~ resulted in significant economic disruption globally. Actions taken by various governmental authorities, individuals and companies around the world to prevent the spread of COVID-19 through social distancing ~~have~~ restricted travel, many business operations, public gatherings and the overall level of individual movement and in-person interaction across the globe. This ~~has~~ significantly reduced global economic activity and resulted in a decline in the demand for products for which we provide midstream services. Macroeconomic conditions and global geopolitical events have also resulted in significant price volatility related to those aforementioned products.

We ~~are actively responding~~took actions to respond to the impacts that these matters ~~are having~~have had on our business ~~by:~~including:

~~Canceling or delaying certain~~•Emphasizing strict capital ~~expenditures~~discipline by focusing on investments that deliver the most attractive returns

•Identifying areas where we ~~had expected to make in 2020.~~

~~Continuing to evaluate~~•Evaluating and ~~high-grade~~high-grading our capital portfolio

Many uncertainties remain with respect to COVID-19 ~~including its resulting economic effects,~~ and we are unable to predict the ultimate economic impacts from COVID-19 and how quickly ~~national~~ economies can fully recover ~~once the pandemic ultimately subsides. However, the adverse impact will likely continue~~ to ~~have an impact on our business and our customers’ businesses.~~pre-pandemic levels. We believe we have proactively addressed many of the known impacts of COVID-19 to the extent possible and will strive to continue to do so, but there can be no guarantee the measures will be fully effective.

Our management uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability and include the non-GAAP financial measures of Adjusted EBITDA, DCF, free cash flow (“FCF”) and ~~DCF.~~excess/deficit cash flow. The amount of Adjusted EBITDA and DCF generated is considered by the board of directors of our general partner in approving MPLX’s cash distributions.

We define Adjusted EBITDA as net income adjusted for: (i) depreciation and amortization; (ii) provision/(benefit) for income taxes; (iii) amortization of deferred financing costs; (iv) (gain)/loss on extinguishment of debt; (v) non-cash equity-based compensation; (vi) impairment expense; (vii) net interest and other financial costs; (viii) income/(loss) from equity method investments; (ix) distributions and adjustments related to equity method investments; (x) unrealized derivative gains/(losses); (xi) acquisition costs; (xii) noncontrolling interest; and (xiii) other adjustments as deemed necessary. We also use DCF, which we define as Adjusted EBITDA adjusted for: (i) deferred revenue impacts; (ii) net interest and other financial costs; (iii) net maintenance capital expenditures; (iv) equity method investment capital expenditures paid out; and (v) other ~~non-cash items.~~adjustments as deemed necessary. We make 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.

We define FCF as net cash provided by operating activities adjusted for (i) net cash used in investing activities; (ii) contributions from MPC; (iii) contributions from noncontrolling interests and (iv) distributions to noncontrolling interests. We define excess/deficit cash flow as FCF adjusted for distributions to common and preferred unitholders.

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

Management also utilizes Segment Adjusted EBITDA in evaluating the financial performance of our segments. The use of this measure allows investors to understand how management evaluates financial performance to make operating decisions and allocate resources.

Our acquisitions and dispositions have impacted comparability of our financial results (see Note 3 of the Notes to Consolidated Financial Statements).

The following tables and discussion are a summary of our results of operations for the three months ended March 31, 2021 and 2020, including a reconciliation of Adjusted EBITDA and DCF from “Net income” and “Net cash provided by operating activities,” to the most directly comparable GAAP financial measures.


	Three Months Ended March 31,
(In millions)	2021		2020		Variance












Total revenues and other income(1)	$	2,339	$	992	$	1,347
Costs and expenses:
Cost of revenues (excludes items below)	273		368		(95)
Purchased product costs	276		135		141
Rental cost of sales	32		35		(3)
Rental cost of sales - related parties	39		46		(7)
Purchases - related parties	298		276		22
Depreciation and amortization	329		325		4
Impairment expense	—		2,165		(2,165)
General and administrative expenses	86		97		(11)


Other taxes	32		31		1
Total costs and expenses	1,365		3,478		(2,113)
Income/(loss) from operations	974		(2,486)		3,460
Related party interest and other financial costs	—		3		(3)
Interest expense, net of amounts capitalized	198		211		(13)
Other financial costs	27		16		11
Income/(loss) before income taxes	749		(2,716)		3,465
Provision for income taxes	1		—		1
Net income/(loss)	748		(2,716)		3,464
Less: Net income attributable to noncontrolling interests	9		8		1

Net income/(loss) attributable to MPLX LP	739		(2,724)		3,463

Adjusted EBITDA attributable to MPLX LP(2)	1,352		1,294		58

DCF attributable to GP and LP unitholders(2)	$	1,106	$	1,047	$	59

(1) The three months ended March 31, 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.


	Three Months Ended March 31,
(In millions)	2021		2020		Variance
Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income:
Net income/(loss)	$	748	$	(2,716)	$	3,464
Provision for income taxes	1		—		1
Amortization of deferred financing costs	17		14		3
Gain on extinguishment of debt	(12)		—		(12)
Net interest and other financial costs	220		216		4
Income/(loss) from operations	974		(2,486)		3,460
Depreciation and amortization	329		325		4
Non-cash equity-based compensation	3		5		(2)
Impairment expense	—		2,165		(2,165)
(Income)/loss from equity method investments	(70)		1,184		(1,254)
Distributions/adjustments related to equity method investments	121		124		(3)
Unrealized derivative losses/(gains)(1)	3		(15)		18


Other	2		1		1
Adjusted EBITDA	1,362		1,303		59
Adjusted EBITDA attributable to noncontrolling interests	(10)		(9)		(1)

Adjusted EBITDA attributable to MPLX LP(2)	1,352		1,294		58
Deferred revenue impacts	22		23		(1)
Net interest and other financial costs	(220)		(216)		(4)
Maintenance capital expenditures	(18)		(34)		16
Maintenance capital expenditures reimbursements	7		14		(7)
Equity method investment capital expenditures paid out	(1)		(7)		6

Other	(5)		4		(9)

DCF	1,137		1,078		59
Preferred unit distributions	(31)		(31)		—
DCF attributable to GP and LP unitholders	$	1,106	$	1,047	$	59

(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.

~~We believe that~~(2) For the ~~presentation~~three months ended March 31, 2021, the L&S and G&P segments made up $896 million and $456 million of Adjusted EBITDA ~~and DCF provides useful information~~attributable to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to Adjusted EBITDA and DCF are net income and net cash provided by operating activities. Adjusted EBITDA and DCF should not be considered alternatives to GAAP net income or net cash provided by operating activities. Adjusted EBITDA and DCF have important limitations as analytical tools because they exclude some but not all items that affect net income and net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA and DCF should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. Additionally, because Adjusted EBITDA and DCF may be defined differently by other companies in our industry, our definitions of Adjusted EBITDA and DCF may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.MPLX LP, respectively. For ~~a reconciliation of Adjusted EBITDA and DCF to their most directly comparable measures calculated and presented in accordance with GAAP, see Results of Operations.~~

Management also utilizes Segment Adjusted EBITDA in evaluating the financial performance of our segments. The use of this measures allows investors to understand how management evaluates financial performance to make operating decisions and allocate resources.

~~COMPARABILITY OF OUR FINANCIAL RESULTS~~

~~Our acquisitions have impacted comparability of our financial results (see Note 3 of the Notes to Consolidated Financial Statements)~~.

~~RESULTS OF OPERATIONS~~

~~The following tables and discussion are a summary of our results of operations for~~ the three months ended March 31, 2020, the L&S and ~~2019, including a reconciliation~~G&P segments made up $872 million and $422 million of Adjusted EBITDA and DCF from “Net income” and “Net cash provided by operating activities,” the most directly comparable GAAP financial measures. Prior period financial information has been retrospectively adjusted for common control transactions.attributable to MPLX LP, respectively.

Three Months Ended March 31,
(In millions) 2020 2019 Variance
Total revenues and other income⁽¹⁾
$ 992
$ 2,235
$ (1,243 )
Costs and expenses:
Cost of revenues (excludes items below) 368
339
29
Purchased product costs 135
194
(59 )
Rental cost of sales 35
37
(2 )
Rental cost of sales - related parties 46
43
3
Purchases - related parties 276
278
(2 )
Depreciation and amortization 325
301
24
Impairment expense 2,165
—
2,165
General and administrative expenses 97
101
(4 )
Other taxes 31
30
1
Total costs and expenses 3,478
1,323
2,155
Income/(loss) from operations (2,486 ) 912
(3,398 )
Related party interest and other financial costs 3
1
2
Interest expense, net of amounts capitalized 211
214
(3 )
Other financial costs 16
9
7
Income/(loss) before income taxes (2,716 ) 688
(3,404 )
(Benefit)/provision for income taxes —
(1 ) 1
Net income/(loss) (2,716 ) 689
(3,405 )
Less: Net income attributable to noncontrolling interests 8
6
2
Less: Net income attributable to Predecessor —
180
(180 )
Net income/(loss) attributable to MPLX LP (2,724 ) 503
(3,227 )

Adjusted EBITDA attributable to MPLX LP (excluding Predecessor results)⁽²⁾
1,294
930
364
Adjusted EBITDA attributable to MPLX LP (including Predecessor results)⁽³⁾
N/A
1,263
N/A
DCF attributable to GP and LP unitholders (including Predecessor results)⁽³⁾
$ 1,047
$ 991
$ 56


~~(1)~~	~~Includes impairment expense of approximately $1.3 billion related to three equity method investments in 2020.~~


~~(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.~~

Table of Contents


	Three Months Ended March 31,
(In millions)	2021		2020		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	$	1,124	$	1,009	$	115
Changes in working capital items	34		112		(78)
All other, net	(15)		(30)		15
Non-cash equity-based compensation	3		5		(2)

Gain on extinguishment of debt	(12)		—		(12)
Net interest and other financial costs	220		216		4
Current income taxes	1		—		1

Unrealized derivative losses/(gains)(1)	3		(15)		18


Other adjustments to equity method investment distributions	2		5		(3)
Other	2		1		1
Adjusted EBITDA	1,362		1,303		59
Adjusted EBITDA attributable to noncontrolling interests	(10)		(9)		(1)

Adjusted EBITDA attributable to MPLX LP(2)	1,352		1,294		58
Deferred revenue impacts	22		23		(1)
Net interest and other financial costs	(220)		(216)		(4)
Maintenance capital expenditures	(18)		(34)		16
Maintenance capital expenditures reimbursements	7		14		(7)
Equity method investment capital expenditures paid out	(1)		(7)		6

Other	(5)		4		(9)

DCF	1,137		1,078		59
Preferred unit distributions	(31)		(31)		—
DCF attributable to GP and LP unitholders	$	1,106	$	1,047	$	59

Three Months Ended March 31,
(In millions) 2020 2019 Variance
Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income:
Net income $ (2,716 ) $ 689
$ (3,405 )
Provision for income taxes —
(1 ) 1
Amortization of deferred financing costs 14
7
7
Net interest and other financial costs 216
217
(1 )
Income from operations (2,486 ) 912
(3,398 )
Depreciation and amortization 325
301
24
Non-cash equity-based compensation 5
7
(2 )
Impairment expense 2,165
—
2,165
Loss (Income) from equity method investments 1,184
(77 ) 1,261
Distributions/adjustments related to equity method investments 124
122
2
Unrealized derivative (gains)/losses⁽¹⁾
(15 ) 4
(19 )
Acquisition costs —
1
(1 )
Other 1
—
1
Adjusted EBITDA 1,303
1,270
33
Adjusted EBITDA attributable to noncontrolling interests (9 ) (7 ) (2 )
Adjusted EBITDA attributable to Predecessor⁽²⁾
—
(333 ) 333
Adjusted EBITDA attributable to MPLX LP⁽³⁾
1,294
930
364
Deferred revenue impacts 23
9
14
Net interest and other financial costs (216 ) (217 ) 1
Maintenance capital expenditures (34 ) (37 ) 3
Maintenance capital expenditures reimbursements 14
7
7
Equity method investment capital expenditures paid out (7 ) (4 ) (3 )
Other 4
—
4
Portion of DCF adjustments attributable to Predecessor⁽²⁾
—
69
(69 )
DCF 1,078
757
321
Preferred unit distributions (31 ) (30 ) (1 )
DCF attributable to GP and LP unitholders 1,047
727
320
Adjusted EBITDA attributable to Predecessor⁽²⁾
—
333
(333 )
Portion of DCF adjustments attributable to Predecessor⁽²⁾
—
(69 ) 69
DCF attributable to GP and LP unitholders (including Predecessor results) $ 1,047

$ 991

$ 56

~~(1)~~


~~(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)~~

(2) For the three months ended March 31, 2021, the L&S and G&P segments made up $896 million and $456 million of Adjusted EBITDA attributable to MPLX LP, respectively. For the three months ended March 31, 2020, the L&S and G&P segments made up $872 million and $422 million of Adjusted EBITDA attributable to MPLX LP, respectively. ~~For the three months ended March 31, 2019, the L&S and G&P segments made up $559 million and $371 million of Adjusted EBITDA attributable to MPLX LP, respectively.~~

~~Table of Contents~~

Three Months Ended March 31,
(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 $ 1,009
$ 853
$ 156
Changes in working capital items 112
196
(84 )
All other, net (30 ) (15 ) (15 )
Non-cash equity-based compensation 5
7
(2 )
Net gain/(loss) on disposal of assets —
(1 ) 1
Net interest and other financial costs 216
217
(1 )
Current income taxes —
1
(1 )
Unrealized derivative (gains)/losses⁽¹⁾
(15 ) 4
(19 )
Acquisition costs —
1
(1 )
Other adjustments to equity method investment distributions 5
7
(2 )
Other 1
—
1
Adjusted EBITDA 1,303
1,270
33
Adjusted EBITDA attributable to noncontrolling interests (9 ) (7 ) (2 )
Adjusted EBITDA attributable to Predecessor⁽²⁾
—
(333 ) 333
Adjusted EBITDA attributable to MPLX LP⁽³⁾
1,294
930
364
Deferred revenue impacts 23
9
14
Net interest and other financial costs (216 ) (217 ) 1
Maintenance capital expenditures (34 ) (37 ) 3
Maintenance capital expenditures reimbursements 14
7
7
Equity method investment capital expenditures paid out (7 ) (4 ) (3 )
Other 4
—
4
Portion of DCF adjustments attributable to Predecessor⁽²⁾
—
69
(69 )
DCF 1,078
757
321
Preferred unit distributions (31 ) (30 ) (1 )
DCF attributable to GP and LP unitholders 1,047
727
320
Adjusted EBITDA attributable to Predecessor⁽²⁾
—
333
(333 )
Portion of DCF adjustments attributable to Predecessor⁽²⁾
—
(69 ) 69
DCF attributable to GP and LP unitholders (including Predecessor results) $ 1,047
$ 991
$ 56

~~(1)~~


~~(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 March 31, 2020, the L&S and G&P segments made up $872 million and $422 million of Adjusted EBITDA attributable to MPLX LP, respectively. For the three months ended March 31, 2019, the L&S and G&P segments made up $559 million and $371 million of Adjusted EBITDA attributable to MPLX LP, respectively.

Three months ended March 31, ~~2020~~2021 compared to three months ended March 31, ~~2019~~2020

Total revenues and other income ~~decreased $1,243~~increased $1,347 million in the first quarter of ~~2020~~2021 compared to the same period of ~~2019. The large decrease~~2020. This increase was ~~driven by~~primarily due to impairments recorded in the first quarter of 2020 of $1,264 million. Impairments were recognized related to our ownership in MarkWest Utica EMG, ~~L.L.C. (“Markwest Utica EMG”),~~ our indirect ownership in Ohio Gathering Company, L.L.C. through our investment ofin MarkWest Utica EMG and our ownership in Uintah Basin Field Services, L.L.C.~~, as we recognized impairments related to these investments in the first quarter of 2020 in the amount of $1,264 million.~~ The remaining $83 million increase ~~of $21 million was~~is primarily due to ~~a $32~~higher product related revenue due to higher prices in all G&P regions of approximately $192 million ~~increase in pipeline transportation volumes, prices and fees; $5 million~~as well as from increased ~~fees~~pipeline tariff rates and ~~shell capacity~~increased revenue from ~~Refining Logistics; a $13 million increase from additional marine vessels; $5 million from decreased expenses on the Explorer pipeline; and $38 million~~

~~Table of Contents~~

~~from higher fees as a result of higher volumes in the Marcellus, Southwest, Bakken and Rockies.~~terminal storage. These increases were partially offset by ~~a decrease of $71 million due to~~ lower ~~prices, primarily~~fees from lower volumes in the Southwest ~~Southern Appalachia~~ and ~~Marcellus.~~Bakken of $46 million, which includes impacts related to severe weather in the Southwest. There were also decreases due to the Wholesale Exchange, lower marine transportation fees, decreased volume deficiency payments and lower L&S terminal and pipeline volumes, including decreased throughputs on certain of our equity method investments.

Cost of Revenues ~~increased $29~~decreased $95 million in the first quarter of ~~2020~~2021 compared to the same period of ~~2019,~~2020. This was primarily due to ~~higher project-related costs, which include repairs, maintenance and operating cost, in the L&S segment as well as in the Marcellus region within the G&P segment. These were partially offset by~~ lower repairs, maintenance and operating costs ~~in the Southwest, Southern Appalachia and Rockies regions in the G&P segment~~ and lower project-related spend, both as a result of cost reduction initiatives. The Wholesale Exchange as well as other miscellaneous ~~costs and~~ expenses ~~within~~also contributed to the ~~L&S segment.~~decrease.

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derivative losses in the current year and higher prices of ~~$46~~$136 million in the Southwest and Southern Appalachia, partially offset by ~~higher~~lower volumes of $6$14 million in the Southwest. ~~In addition, there was a decrease~~

Rental cost of ~~$18 million in unrealized derivative gains from prior year.~~

~~Depreciation and amortization expense increased $24~~sales - related parties decreased $7 million in the first quarter of ~~2020~~2021 compared to the same period of ~~2019,~~2020. This was primarily due to ~~additions to in-service property, plant and equipment throughout 2019 and the first three months of 2020~~lower operating costs as well as ~~accelerated depreciation~~decreased project spend from overall cost reduction initiatives.

Purchases - related parties increased $22 million in the first quarter of ~~certain gathering assets, partially offset by a decrease~~2021 compared to the same period of 2020. This was primarily due to higher prices in the ~~classification of certain assets as a sales-type lease.~~Rockies and higher employee related costs.

Impairment expense ~~increased~~decreased $2,165 million in the first quarter of ~~2020~~2021 compared to the same period of ~~2019.~~2020. During the first quarter of 2020 we recorded impairment expense for goodwill, intangible assets and property, plant and equipment of $1,814 million, $177 million and $174 million, respectively. The impairment of goodwill related to our Eastern G&P reporting unit while the intangible asset and property, plant and equipment impairments relate to certain assets in our Southwest region. The impairments were primarily driven by the slowing of drilling activity, which ~~has~~ reduced production growth forecasts from our producer customers.

~~Net interest expense~~General and ~~other financial costs increased $6~~administrative expenses decreased $11 million in the first quarter of ~~2020~~2021 compared to the same period of ~~2019. The increase is~~2020. This was primarily ~~related~~due to decreased employee costs ~~associated with debt facilities that were entered into during the second half~~from MPC as a result of ~~2019~~cost reduction initiatives as well as decreased other miscellaneous expenses.

SEGMENT RESULTS

We classify our business in the following reportable segments: L&S and G&P. Segment Adjusted EBITDA represents Adjusted EBITDA attributable to the reportable segments. Amounts included in net income and excluded from Segment Adjusted EBITDA include: (i) depreciation and amortization; (ii) provision/(benefit) for income taxes; (iii) amortization of deferred financing costs; (iv) (gain)/loss on extinguishment of debt; (v) non-cash equity-based compensation; (vi) impairment expense; (vii) net interest and other financial costs; (viii) income/(loss) from equity method investments; (ix) distributions and adjustments related to equity method investments; (x) unrealized derivative gains/(losses); (xi) acquisition costs; (xii) noncontrolling interests; and (xiii) other adjustments as deemed necessary. These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment; or (iii) ~~are~~ not tied to the operational performance of the segment.

The tables below present information about Segment Adjusted EBITDA for the reported segments for the three months ended March 31, ~~2020~~2021 and ~~2019. Prior period financial information has been retrospectively adjusted for common control transactions.~~2020.

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L&S Segment


~~(1)~~	~~Includes adjusted EBITDA attributable to Predecessor.~~

First Quarter L&S Segment Financial Highlights (in millions)

Three Months Ended March 31,
(In millions) 2020
2019
Variance
Service revenue $ 1,004

$ 889

$ 115
Rental income 242

335

(93 )
Product related revenue 19

15

4
Income from equity method investments 50

45

5
Other income 51

12

39
Total segment revenues and other income 1,366

1,296

70
Cost of revenues 238

226

12
Purchases - related parties 199

190

9
Depreciation and amortization 138

126

12
General and administrative expenses 52

51

1
Other taxes 16

16

—
Segment income from operations 723

687

36
Depreciation and amortization 138

126

12
Income from equity method investments (50 )
(45 )
(5 )
Distributions/adjustments related to equity method investments 57

54

3
Acquisition costs —

1

(1 )
Non-cash equity-based compensation 3

5

(2 )
Other 1
—
1
Adjusted EBITDA attributable to Predecessor —

(269 )
269
Segment adjusted EBITDA⁽¹⁾
872

559

313

Capital expenditures 184

198

(14 )
Investments in unconsolidated affiliates $ 54

$ 7

$ 47


~~(1)~~	See the Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income table for the reconciliation to the most directly comparable GAAP measure.


	Three Months Ended March 31,
(In millions)	2021		2020		Variance
Service revenue	$	953	$	1,004	$	(51)
Rental income	249		242		7
Product related revenue	4		19		(15)
Income from equity method investments	36		50		(14)
Other income	52		51		1
Total segment revenues and other income	1,294		1,366		(72)
Cost of revenues	144		238		(94)
Purchases - related parties	215		199		16
Depreciation and amortization	147		138		9
General and administrative expenses	46		52		(6)

Other taxes	19		16		3
Segment income from operations	723		723		—
Depreciation and amortization	147		138		9
Income from equity method investments	(36)		(50)		14
Distributions/adjustments related to equity method investments	58		57		1


Non-cash equity-based compensation	2		3		(1)
Other	2		1		1

Segment adjusted EBITDA(1)	896		872		24

Capital expenditures	59		184		(125)
Investments in unconsolidated affiliates	$	9	$	54	$	(45)

(1) See the Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income table for the reconciliation to the most directly comparable GAAP measure.

Three months ended March 31, ~~2020~~2021 compared to three months ended March 31, ~~2019~~2020

Service revenue ~~increased $115~~decreased $51 million in the first quarter of ~~2020~~2021 compared to the same period of ~~2019.~~2020. This was primarily due to a ~~$55~~$26 million ~~increase~~decrease in marine transportation fees, an $11 million decrease in volume deficiency payments, a $25 million decrease due to the ~~classification of lease income between service revenue, rental income~~Wholesale Exchange as well as other immaterial decreases associated with terminal and ~~other income based on the nature of the contract; a $32 million increase in~~ pipeline ~~transportation volumes, prices~~volumes. These decreases were partially offset by increased pipeline tariff rates and ~~fees; $5 million from~~ increased fees ~~and shell capacity from Refining Logistics; a $13 million increase from additional marine vessels; and $10 million from various immaterial items.~~associated with Mt. Airy.

~~Table of Contents~~

Rental income ~~decreased $93~~increased $7 million in the first quarter of ~~2020~~2021 compared to the same period of ~~2019,~~2020. This was primarily due to ~~a net decrease~~increased terminal storage fees as well as additional refining logistics fees associated with increased storage capacity and annual fee escalations.

Table of ~~$93~~Contents

Product related revenue decreased $15 million in the first quarter of 2021 compared to the same period of 2020. This was primarily due to the ~~classification of lease income between service revenue, rental income and other income based on the nature of the contract.~~Wholesale Exchange.

Income from equity method investments ~~increased $5~~decreased $14 million in the first quarter of ~~2020~~2021 compared to the same period of ~~2019,~~2020. This was primarily due to ~~lower expenses~~decreased throughput volumes on ~~the~~MarEn Bakken Company LLC, Explorer ~~pipeline.~~Pipeline Company, Illinois Extension Pipeline Company L.L.C. and LOCAP LLC.

~~Other Income increased $39~~Cost of revenues decreased $94 million in the first quarter of ~~2020~~2021 compared to the same period of ~~2019,~~2020. This was primarily due to ~~an increase~~the Wholesale Exchange as well as lower project-related spend as a result of ~~$38 million due to the classification of lease income between service revenue, rental income and other income based on the nature of the contract.~~cost reduction initiatives.

~~Cost of Revenues~~Purchases - related parties increased ~~$12~~$16 million in the first quarter of ~~2020~~2021 compared to the same period of ~~2019,~~2020. This was primarily due to higher ~~project-related costs partially offset by lower other miscellaneous expenses.~~employee related costs.

~~Purchases - related parties~~Depreciation and amortization increased $9 million in the first quarter of ~~2020~~2021 compared to the same period of ~~2019,~~2020. This was primarily due to ~~increased employee-related costs~~accelerated depreciation related to assets at an indefinitely idled MPC refinery, as well as property, plant and ~~other miscellaneous~~equipment placed in service in the last nine months of 2020 and the first three months of 2021.

General and administrative expenses ~~from MPC partially offset by higher reimbursements from MPC for reimbursable projects.~~

~~Depreciation and amortization increased $12~~decreased $6 million in the first quarter of ~~2020~~2021 compared to the same period of ~~2019,~~2020. This was primarily due to ~~additions to in-service property, plant and equipment throughout 2019 and the first quarter of 2020 partially offset by a decrease due to the classification of certain assets~~decreased employee costs from MPC as a ~~sales-type lease.~~result of cost reduction initiatives.

Table of Contents

G&P Segment

First Quarter G&P Segment Financial Highlights (in millions)


~~(1)~~	~~Includes impairment of equity method investments of $1,264 million.~~


~~(2)~~	~~Includes impairment of goodwill of $1,814 million, long-lived assets including intangibles of $351 million and equity method investments of $1,264 million.~~


~~(3)~~	~~Includes adjusted EBITDA attributable to Predecessor.~~

(1) Includes impairment of equity method investments of $1,264 million for 2020.

(2) Includes impairment of goodwill of $1,814 million, long-lived assets including intangibles of $351 million and equity method investments of $1,264 million for 2020.


	Three Months Ended March 31,
(In millions)	2021		2020		Variance
Service revenue	$	508	$	536	$	(28)
Rental income	92		88		4
Product related revenue	397		222		175
Income/(loss) from equity method investments(1)	34		(1,234)		1,268
Other income	14		14		—
Total segment revenues and other income/(loss)	1,045		(374)		1,419
Cost of revenues	200		211		(11)
Purchased product costs	276		135		141
Purchases - related parties	83		77		6
Depreciation and amortization	182		187		(5)
Impairment expense	—		2,165		(2,165)
General and administrative expenses	40		45		(5)

Other taxes	13		15		(2)
Segment income/(loss) from operations	251		(3,209)		3,460
Depreciation and amortization	182		187		(5)
Impairment expense	—		2,165		(2,165)
(Income)/loss from equity method investments	(34)		1,234		(1,268)
Distributions/adjustments related to equity method investments	63		67		(4)

Unrealized derivative losses/(gains)(2)	3		(15)		18
Non-cash equity-based compensation	1		2		(1)

Adjusted EBITDA attributable to noncontrolling interests	(10)		(9)		(1)
Segment Adjusted EBITDA(3)	456		422		34

Capital expenditures	30		134		(104)
Investments in unconsolidated affiliates	$	26	$	37	$	(11)

(1) Includes impairment of equity method investments of $1,264 million for 2020.

(3) 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.

Table of Contents

Three Months Ended March 31,
(In millions) 2020 2019
Variance
Service revenue $ 536

$ 528

$ 8
Rental income 88

89

(1 )
Product related revenue 222

276

(54 )
(Loss)/income from equity method investments (1,234 )
32

(1,266 )
Other income 14

14

—
Total segment revenues and other (loss)/income (374 )
939

(1,313 )
Cost of revenues 211

193

18
Purchased product costs 135

194

(59 )
Purchases - related parties 77

88

(11 )
Depreciation and amortization 187

175

12
Impairment expense 2,165
—
2,165
General and administrative expenses 45

50

(5 )
Other taxes 15

14

1
Segment (loss)/income from operations (3,209 )
225

(3,434 )
Depreciation and amortization 187

175

12
Impairment expense 2,165
—
2,165
Loss/(income) from equity method investments 1,234

(32 )
1,266
Distributions/adjustments related to equity method investments 67

68

(1 )
Unrealized derivative (gains)/losses⁽¹⁾
(15 )
4

(19 )
Non-cash equity-based compensation 2

2

—
Adjusted EBITDA attributable to Predecessor —
(64 ) 64
Adjusted EBITDA attributable to noncontrolling interests (9 )
(7 )
(2 )
Segment Adjusted EBITDA⁽²⁾
422

371

51

Capital expenditures 134

306
(172 )
Investments in unconsolidated affiliates $ 37

$ 128

$ (91 )

~~(1)~~


~~(2)~~	See the Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income table for the reconciliation to the most directly comparable GAAP measure.

Three months ended March 31, ~~2020~~2021 compared to three months ended March 31, ~~2019~~2020

Service revenue ~~increased $8~~decreased $28 million in the first quarter of ~~2020~~2021 compared to the same period of ~~2019.~~2020. This was primarily due to lower fees from lower volumes in the Southwest andBakken, which includes impacts related to severe weather in the Southwest.

Product related revenue increased $175 million in the first quarter of 2021 compared to the same period of 2020. This was primarily due to higher ~~fees from higher volumes~~prices in all of the regions of approximately $192 million and a slight increase in volume in the ~~Marcellus, Southwest and Bakken of $30 million,~~Rockies, partially offset by lower volumes ~~of $5 million~~ in the ~~Rockies as well as other miscellaneous decreases.~~Southwestof $18 million, which includes impacts related to severe weather in the Southwest.

~~Product related revenue decreased $54~~Income from equity method investments increased $1,268 million in the first quarter of ~~2020~~2021 compared to the same period of ~~2019.~~2020. This increase was ~~primarily due to lower prices in the Southwest, Southern Appalachia and Marcellus of approximately $71 million. This was partially offset~~driven by ~~$13 million of volume increases in the Southwest, Marcellus, Bakken and Rockies as well as other miscellaneous increases.~~

~~Income from equity method investments decreased $1,266 million~~impairments recorded in the first quarter of 2020 ~~compared~~of $1,264 million. Impairments were recognized related to ~~the same period of 2019. The large decrease was driven by~~ our ownership in MarkWest Utica EMG, ~~L.L.C. (“Markwest Utica EMG”),~~ our indirect ownership in Ohio Gathering Company, L.L.C. through our investment ofin MarkWest Utica EMG and our ownership in Uintah Basin Field Services, L.L.C.~~, as we recognized impairments related~~ Also contributing to ~~these investments~~the increase was higher volumes associated with our Sherwood Midstream LLC and Ohio Condensate Company joint ventures.

Cost of revenues decreased $11 million in the first quarter of ~~2020 in the amount of $1,264 million. Additionally, there was a decrease in various joint ventures due to lower volumes processed and lower NGL prices~~2021 compared to the same period of ~~2019, offset by an increase in the Sherwood Midstream LLC joint venture due to additional plants coming online during 2019.~~

~~Table of Contents~~

~~Cost of revenues increased $18 million in the first quarter of 2020 compared to the same period of 2019. The majority of the increase~~2020. This decrease is attributable to ~~aligning various expenses as a result of the ANDX acquisition as well as higher~~lower repairs, maintenance and operating costs in the Marcellus and Southwest as a result of cost reduction initiatives, partially offset by ~~lower repairs, maintenance and operating costs~~higher prices in the ~~Southwest, Southern Appalachia and~~ Rockies.

Purchased product costs ~~decreased $59~~increased $141 million in the first quarter of ~~2020~~2021 compared to the same period of ~~2019.~~2020. This was primarily due to ~~lower~~an increase of $18 million related to unrealized derivative gains in the prior year compared to unrealized derivative losses in the current year and higher prices of ~~$46~~$136 million in the Southwest and Southern Appalachia, partially offset by ~~higher costs from higher~~lower volumes of $6$14 million in the Southwest. ~~In addition, there was an increase of $18 million in unrealized derivative gains from prior year.~~

Purchases - related parties ~~decreased $11~~increased $6 million in the first quarter of ~~2020~~2021 compared to the same period of ~~2019, with this decrease~~2020. This was primarily ~~being attributable~~due to ~~aligning various expenses as a result of~~higher prices in the ~~ANDX acquisition.~~Rockies partially offset by lower employee related costs.

~~Depreciation and amortization increased $12~~Impairment expense decreased $2,165 million in the first quarter of ~~2020~~2021 compared to the same period of 2019, with the majority of the increase being due to additions to in-service property, plant and equipment throughout 2019 and the first three months of 2020 as well as accelerated depreciation of certain gathering assets.

~~Impairment expense increased $2,165 million in first quarter of 2020 compared to the same period of 2019.~~2020. During the first quarter of 2020 we recorded impairment expense for goodwill, intangible assets and property, plant and equipment of $1,814 million, $177 million and $174 million, respectively. The impairment of goodwill related to our Eastern G&P reporting unit while the intangible asset and property, plant and equipment impairments relate to certain assets in our Southwest region. The impairments were primarily driven by the slowing of drilling activity, which ~~has~~ reduced production growth forecasts from our producer customers.

~~General and Administrative expenses decreased $5 million in the first quarter of 2020 compared to the same period of 2019, primarily due to lower employee related costs.~~

SEASONALITY

The volume of crude oil and refined products transported and stored utilizing our assets is directly affected by the level of supply and demand for crude oil and refined products in the markets served directly or indirectly by our assets. ~~Many~~Any effects of seasonality on the L&S segment’s revenues will be mitigated through the use of our fee-based transportation and storage services agreements with MPC that include minimum volume commitments.

~~Our~~In our G&P segment, ~~can be affected by~~we experience minimal impacts from seasonal fluctuations inwhich impact the demand for natural gas and NGLs and the related ~~fluctuations in~~ commodity prices caused by various factors including variations in weather patterns from year to year. We are able to manage the seasonality impacts through the execution of our marketing strategy and via our storage capabilities. Overall, our exposure to ~~the~~ seasonality fluctuations is declining due to ~~our~~ growth in our fee-based business.

Table of Contents

OPERATING DATA

~~OPERATING DATA~~⁽¹⁾


	Three Months Ended March 31,
	2021		2020
L&S
Pipeline throughput (mbpd)
Crude oil pipelines	3,282		3,210
Product pipelines	1,858		1,905
Total pipelines	5,140		5,115

Average tariff rates ($ per barrel)(1)
Crude oil pipelines	$	0.96	$	0.93
Product pipelines	0.79		0.79
Total pipelines	$	0.90	$	0.88

Terminal throughput (mbpd)	2,613		2,966



Marine Assets (number in operation)(2)
Barges	297		305
Towboats	23		23

Three Months Ended
March 31,
2020 2019
L&S
Pipeline throughput (mbpd)
Crude oil pipelines 3,210
3,105
Product pipelines 1,905
1,897
Total pipelines 5,115
5,002

Average tariff rates ($ per barrel)⁽²⁾

Crude oil pipelines $ 0.93
$ 0.96
Product pipelines 0.79
0.68
Total pipelines $ 0.88
$ 0.85

Terminal throughput (mbpd) 2,966
3,220

Marine Assets (number in operation)⁽³⁾

Barges 305
256
Towboats 23
23

Table of Contents

~~$nglsfractionated.jpg$~~


	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
	MPLX LP(3)	MPLX LP Operated(4)	MPLX LP(3)	MPLX LP Operated(4)
G&P
Gathering Throughput (MMcf/d)
Marcellus Operations	1,298	1,298	1,420	1,420
Utica Operations	—	1,566	—	1,800
Southwest Operations	1,373	1,448	1,557	1,601
Bakken Operations	146	146	156	156
Rockies Operations	470	627	592	775
Total gathering throughput	3,287	5,085	3,725	5,752

Natural Gas Processed (MMcf/d)
Marcellus Operations	4,249	5,677	4,198	5,522
Utica Operations	—	513	—	648
Southwest Operations	1,295	1,367	1,648	1,679
Southern Appalachian Operations	227	227	243	243
Bakken Operations	145	145	156	156
Rockies Operations	441	441	539	539
Total natural gas processed	6,357	8,370	6,784	8,787

C2 + NGLs Fractionated (mbpd)
Marcellus Operations(5)	489	489	456	456
Utica Operations(5)	—	28	—	34
Southwest Operations	8	8	15	15
Southern Appalachian Operations(6)	11	11	12	12
Bakken Operations	19	19	31	31
Rockies Operations	4	4	5	5
Total C2 + NGLs fractionated(7)	531	559	519	553

Three Months Ended
March 31, 2020

MPLX LP⁽⁴⁾

MPLX LP Operated⁽⁵⁾
G&P
Gathering Throughput (MMcf/d)
Marcellus Operations 1,420
1,420
Utica Operations —
1,800
Southwest Operations 1,557
1,601
Bakken Operations 156
156
Rockies Operations 592
775
Total gathering throughput 3,725
5,752

Natural Gas Processed (MMcf/d)
Marcellus Operations 4,198
5,522
Utica Operations —
648
Southwest Operations 1,648
1,679
Southern Appalachian Operations 243
243
Bakken Operations 156
156
Rockies Operations 539
539
Total natural gas processed 6,784
8,787

C2 + NGLs Fractionated (mbpd)
Marcellus Operations⁽⁶⁾
456
456
Utica Operations⁽⁶⁾
—
34
Southwest Operations 15
15
Southern Appalachian Operations⁽⁷⁾
12
12
Bakken Operations 31
31
Rockies Operations 5
5
Total C2 + NGLs fractionated⁽⁸⁾
519
553

Table of Contents


	Three Months Ended March 31,
	2021		2020
Pricing Information
Natural Gas NYMEX HH ($ per MMBtu)	$	2.72	$	1.87
C2 + NGL Pricing ($ per gallon)(8)	$	0.73	$	0.40

(1) Average tariff rates calculated using pipeline transportation revenues divided by pipeline throughput barrels.

(2) Represents total at end of period.

(3) This column represents operating data for entities that have been consolidated into the MPLX financial statements.

(4) This column represents operating data for entities that have been consolidated into the MPLX financial statements as well as operating data for MPLX-operated equity method investments.

(5) Hopedale is jointly owned by Ohio Fractionation and MarkWest Utica EMG. Ohio Fractionation is a subsidiary of MarkWest Liberty Midstream. MarkWest Liberty Midstream and MarkWest Utica EMG are entities that operate in the Marcellus and Utica regions, respectively. Marcellus Operations includes Ohio Fractionation’s portion utilized of the jointly owned Hopedale Fractionation Complex. Utica Operations includes MarkWest Utica EMG’s portion utilized of the jointly owned Hopedale Fractionation Complex. Additionally, Sherwood Midstream has the right to fractionation revenue and the obligation to pay expenses related to 40 mbpd of capacity in the Hopedale 3 and Hopedale 4 fractionators.

(6) Includes NGLs fractionated for the Marcellus Operations and Utica Operations.

(7) Purity ethane makes up approximately 199 mbpd and 190 mbpd of total MPLX Operated, fractionated products for the three months ended March 31, 2021 and 2020, respectively. Purity ethane makes up approximately 194 mbpd and 183 mbpd of total MPLX LP consolidated, fractionated products for the three months ended March 31, 2021 and 2020, respectively.

(8) C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 35 percent ethane, 35 percent propane, six percent Iso-Butane, 12 percent normal butane and 12 percent natural gasoline.

Three Months Ended
March 31, 2019

MPLX LP⁽⁴⁾

MPLX LP Operated⁽⁵⁾
G&P
Gathering Throughput (MMcf/d)
Marcellus Operations 1,282
1,282
Utica Operations —
2,109
Southwest Operations 1,581
1,581
Bakken Operations 152
152
Rockies Operations 642
827
Total gathering throughput 3,657
5,951

Natural Gas Processed (MMcf/d)
Marcellus Operations 4,152
5,148
Utica Operations —
817
Southwest Operations 1,599
1,599
Southern Appalachian Operations 235
235
Bakken Operations 152
152
Rockies Operations 570
570
Total natural gas processed 6,708
8,521

C2 + NGLs Fractionated (mbpd)
Marcellus Operations⁽⁶⁾
420
420
Utica Operations⁽⁶⁾
—
44
Southwest Operations 17
17
Southern Appalachian Operations⁽⁷⁾
13
13
Bakken Operations 16
16
Rockies Operations 4
4
Total C2 + NGLs fractionated⁽⁸⁾
470
514

Three Months Ended
March 31,
2020 2019
Pricing Information
Natural Gas NYMEX HH ($ per MMBtu) $ 1.87
$ 2.87
C2 + NGL Pricing ($ per gallon)⁽⁹⁾
$ 0.40
$ 0.62


~~(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 190 mbpd and 189 mbpd of total MPLX Operated, fractionated products for the three months ended March 31, 2020 and 2019, respectively. Purity ethane makes up approximately 183 mbpd and 176 mbpd of total MPLX LP consolidated, fractionated products for the three months ended March 31, 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.

~~Table of Contents~~

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

Our cash and cash equivalents ~~was $57~~were $24 million at March 31, ~~2020~~2021 and $15 million at December 31, ~~2019.~~2020. The change in cash, cash equivalents and restricted cash was due to the factors discussed below. Net cash provided by (used in) operating activities, investing activities and financing activities were as follows:


	Three Months Ended March 31,
(In millions)	2021		2020
Net cash provided by (used in):
Operating activities	$	1,124	$	1,009
Investing activities	(90)		(362)
Financing activities	(1,025)		(605)
Total	$	9	$	42

Three Months Ended March 31,
(In millions) 2020 2019
Net cash provided by (used in):
Operating activities $ 1,009
$ 853
Investing activities (362 ) (700 )
Financing activities (605 ) (116 )
Total $ 42
$ 37

Net cash provided by operating activities increased ~~$156~~$115 million in the first three months of ~~2020~~2021 compared to the first three months of ~~2019,~~2020, primarily due ~~to increased~~ net income ~~of $24 million, excluding impairments, as well as other changes related to depreciation and amortization and changes in working capital~~adjusted for non-cash items.

Net cash used in investing activities decreased ~~$338~~$272 million in the first three months of ~~2020~~2021 compared to the first three months of ~~2019,~~2020, primarily due to decreased spending related to the capital budget ~~a return of capital from our investment in Wink to Webster,~~and decreased contributions to equity method ~~investments as well as cash received from the sale of certain assets.~~investments.

Financing activities were a $1,025 million use of cash in the first three months of 2021 compared to a $605 million use of cash in the first three months of ~~2020 compared to a $116 million~~2020. The primary reason for the increase in the use of cash was due to the return of capital to unitholders through the unit repurchase program as well as net repayments on long-term debt in the ~~first~~current year compared to net borrowing on long-term debt in the prior year.

Free Cash Flow

The following table provides a reconciliation of FCF and excess/deficit cash flow from net cash provided by operating activities for the three months ended March 31, 2021 and March 31, 2020.

Table of 2019. The use of cash for the first three months of 2020 was primarily due to distributions of $717 million to common unitholders, distributions of $20 million to Series A preferred unitholders, distributions of $21 million to Series B preferred unitholders, distributions of $9 million to noncontrolling interests, repayment of $575 million on the MPLX Credit Agreement, payments of $6 million related to financing leases, and repayment of $2,261 million on the MPC Loan Agreement. These uses of cash were offset by borrowings of $1,325 million on the revolving credit facility, $1,667 million on the MPC Loan Agreement, and $14 million of contributions from MPC.Contents


	Three Months Ended March 31,
(In millions)		2021		2020
Net cash provided by operating activities		$	1,124	$	1,009
Adjustments to reconcile net cash provided by operating activities to free cash flow
Net cash used in investing activities		(90)		(362)
Contributions from MPC		7		14

Distributions to noncontrolling interests		(10)		(9)
Free cash flow		1,031		652




Distributions to common and preferred unitholders		(754)		(758)
Excess (deficit) cash flow		$	277	$	(106)

Debt and Liquidity Overview

On January 15, 2021, MPLX redeemed $750 million outstanding aggregate principal amount of 5.250 percent senior notes due January 15, 2025, at 102.625 percent of the principal amount.

Our outstanding borrowings at March 31, 2021 and December 31, 2020 consist of the following:


(In millions)	March 31, 2021		December 31, 2020
MPLX LP:



Bank revolving credit facility	$	835	$	175




Floating rate senior notes	1,000		1,000






















Fixed rate senior notes	18,532		19,240
Consolidated subsidiaries:
MarkWest	23		23
ANDX	45		87

Financing lease obligations	10		11
Total	20,445		20,536
Unamortized debt issuance costs	(112)		(116)
Unamortized discount/premium	(279)		(281)
Amounts due within one year	(2)		(764)
Total long-term debt due after one year	$	20,052	$	19,375

(In millions) March 31, 2020
MPLX LP:
Bank revolving credit facility 750
Term loan facility 1,000
Floating rate senior notes 2,000
Fixed rate senior notes 16,887
Consolidated subsidiaries:
MarkWest 23
ANDX 190
Financing lease obligations 14
Total 20,864
Unamortized debt issuance costs (103 )
Unamortized discount/premium (290 )
Amounts due within one year (4 )
Total long-term debt due after one year $ 20,467

Our intention is to maintain an investment grade credit profile. As of April ~~23, 2020,~~20, 2021, the credit ratings on our senior unsecured debt were at or above investment grade level as follows:



Rating Agency						Rating
Moody’s						Baa2 (negative outlook)
Standard & Poor’s						BBB (negative outlook)
Fitch						BBB ~~(negative~~(stable outlook)

The ratings reflect the respective views of the rating agencies. Although it is our intention to maintain a credit profile that supports an investment grade rating, there is no assurance that these ratings will continue for any given period of time. The ratings may be revised or withdrawn entirely by the rating agencies if, in their respective judgments, circumstances so warrant.

The MPLX Credit Agreement ~~and Term Loan Agreement contain~~contains certain representations and warranties, affirmative and restrictive covenants and events of default that we consider to be usual and customary for an agreement of this type. The financial covenant requires MPLX to maintain a ratio of Consolidated Total Debt as of the end of each fiscal quarter to Consolidated EBITDA (both as defined in the MPLX ~~credit agreement)~~Credit Agreement) for the prior four fiscal quarters of no greater than 5.0 to 1.0 (or 5.5 to 1.0 during the six-month period following certain acquisitions). Consolidated EBITDA is subject to adjustments for certain acquisitions completed and capital projects undertaken during the relevant period. Other covenants restrict us and/or certain of our subsidiaries from incurring debt, creating liens on assets and entering into transactions with affiliates. As of March 31, ~~2020,~~2021, we were in

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compliance with the covenants, including the financial covenant with a ratio of Consolidated Total Debt to Consolidated EBITDA of 3.8 to 1.0.

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

Our liquidity totaled ~~$4.3~~$4.2 billion at March 31, ~~2020~~2021 consisting of:


	March 31, 2021
(In millions)	Total Capacity		Outstanding Borrowings		Available Capacity
Bank revolving credit facility due 2024(1)	$	3,500	$	(835)	$	2,665

MPC Loan Agreement	1,500		—		1,500
Total liquidity	$	5,000	$	(835)	4,165
Cash and cash equivalents					24
Total liquidity					$	4,189

March 31, 2020
(In millions) Total Capacity Outstanding Borrowings
Available
Capacity
Bank revolving credit facility due 2024⁽¹⁾
$ 3,500
$ (750 ) $ 2,750
MPC Loan Agreement 1,500
—
1,500
Total liquidity $ 5,000
$ (750 ) 4,250
Cash and cash equivalents 57
Total liquidity $ 4,307
(1) Outstanding borrowings include less than $1 million in letters of credit outstanding under this facility.


~~(1)~~	~~Outstanding borrowings include less than $1 million in letters of credit outstanding under this facility.~~

We expect our ongoing sources of liquidity to include cash generated from operations and borrowings under the MPC Loan Agreement, the MPLX Credit Agreement and access to capital markets. We believe that cash generated from these sources will be sufficient to meet our short-term and long-term funding requirements, including working capital requirements, capital expenditure requirements, contractual obligations, and quarterly cash distributions. MPC manages our cash and cash equivalents on our behalf directly with third-party institutions as part of the treasury services that it provides to us under our omnibus agreement. From time to time, we may also consider utilizing other sources of liquidity, including the formation of joint ventures or sales of non-strategic assets.

Equity and Preferred Units Overview

Common units

The table below summarizes the changes in the number of units outstanding through March 31, ~~2020:~~

2021:

(In units)

Balance at December 31, 2020

1,038,777,978

Unit-based compensation awards

143,247

Units redeemed in Unit Repurchase Program

(6,272,981)

~~(In units)~~

~~Balance at December 31, 2019~~

~~1,058,355,471~~

~~Unit-based compensation awards~~

~~151,878~~

Balance at March 31, ~~2020~~2021

~~1,058,507,349~~

1,032,648,244

~~ATM~~

MPLX expects the net proceeds, if any, from sales under our ATM Program will be used for general business purposes including repayment or refinancing of debt and funding for acquisitions, working capital requirements and capital expenditures. During the three months ended March 31, 2020, we issued no common units under our ATM program. As of March 31, 2020, $1.7 billion of common units remain available for issuance through the ATM Program.

Distributions

We intend to pay a minimum quarterly distribution to the holders of our common units of $0.2625 per unit, or $1.05 per unit on an annualized basis, to the extent we have sufficient cash from our operations after the establishment of cash reserves and the payment of costs and expenses, including reimbursements of expenses to our general partner. The amount of distributions paid under our policy and the decision to make any distributions is determined by our general partner, taking into consideration the terms of our partnership agreement. Such minimum distribution would equate to ~~$278~~$271 million per quarter, or ~~$1,111~~$1,084 million per year, based on the number of common units outstanding at March 31, ~~2020.~~2021. On April ~~28, 2020,~~27, 2021, we announced the board of directors of our general partner had declared a distribution of $0.6875 per unit that will be paid on May ~~15, 2020~~14, 2021 to unitholders of record on May ~~8, 2020.~~7, 2021. This is consistent with the ~~fourth~~prior quarter ~~2019 distribution of $0.6875 per unit and an increase of 4.6 percent over the first quarter 2019~~ distribution. This rate will also be received by Series A preferred unitholders. Although our partnership agreement requires that we distribute all of our available cash each quarter, we do not otherwise have a legal obligation to distribute any particular amount per common unit.

Series B preferred unitholders are entitled to receive a fixed distribution of $68.75 per unit, per annum, payable semi-annually in arrears on February 15 and August 15, or the first business day thereafter, up to and including February 15, 2023. After February 15, 2023, the holders of Series B preferred units are entitled to receive cumulative, quarterly distributions payable in

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arrears on the 15th day of February, May, August and November of each year, or the first business day thereafter, based on a floating annual rate equal to the three-month LIBOR plus 4.652 percent, in each case assuming a distribution is declared by the Board of Directors. ~~MPLX made~~Accordingly, a cash distribution payment totaling $21 million was paid to ~~holders of the~~ Series B ~~preferred~~ unitholders inon February ~~2020 for approximately $21 million.~~

16, 2021.

The allocation of total quarterly cash distributions is as follows for the three months ended March 31, ~~2020~~2021 and ~~2019.~~2020. MPLX’s distributions are declared subsequent to quarter end; therefore, the following table represents total cash distributions applicable to the period in which the distributions were earned.

Three Months Ended March 31,
(In millions) 2020 2019
Distribution declared:
Limited partner units - public $ 270
$ 191
Limited partner units - MPC 458
332
Total LP distribution declared 728
523
Series A preferred units 20
20
Series B preferred units 11
—
Total distribution declared 759
543

Cash distributions declared per limited partner common unit $ 0.6875
$ 0.6575


	Three Months Ended March 31,
(In millions, except per unit data)	2021		2020
Distribution declared:
Limited partner units - public	$	262	$	270
Limited partner units - MPC	445		458




Total LP distribution declared	707		728
Series A preferred units	20		20
Series B preferred units	11		11
Total distribution declared	738		759

Cash distributions declared per limited partner common unit	$	0.6875	$	0.6875

Capital Expenditures

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

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Our capital expenditures are shown in the table below:


	Three Months Ended March 31,
(In millions)	2021		2020
Capital expenditures:
Growth capital expenditures	$	71	$	284
Growth capital reimbursements	—		—
Investments in unconsolidated affiliates	35		91
Return of capital	—		(69)

Capitalized interest	(5)		(13)
Total growth capital expenditures	101		293
Maintenance capital expenditures	18		34
Maintenance capital reimbursements	(7)		(14)
Total maintenance capital expenditures	11		20

Total growth and maintenance capital expenditures	112		313
Investments in unconsolidated affiliates(1)	(35)		(91)
Return of capital(1)	—		69

Growth and maintenance capital reimbursements(2)	7		14
Decrease in capital accruals	37		61
Capitalized interest	5		13
Additions to property, plant and equipment, net(1)	$	126	$	379

Three Months Ended March 31,
(In millions) 2020 2019
Capital expenditures:
Maintenance $ 34

$ 37
Maintenance reimbursements (14 ) (7 )
Growth 284
467
Growth reimbursements —
(5 )
Total capital expenditures 304
492
Less: Increase (decrease) in capital accruals (61 ) (71 )
Additions to property, plant and equipment, net of reimbursements⁽¹⁾
365
563
Investments in unconsolidated affiliates 91
135
Acquisitions —

(1 )
Total capital expenditures and acquisitions 456
697
Less: Maintenance capital expenditures (including reimbursements) 20
30
Acquisitions —
(1 )
Total growth capital expenditures⁽²⁾
$ 436
$ 668

~~(1)~~

~~This amount is represented~~(1) Investments in unconsolidated affiliates, return of capital and additions to property, plant and equipment, net are shown as separate lines within investing activities 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 three months ended March 31, 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 joint venture which is reflected in the investing section of our statement of cash flows for the three months ended March 31, 2020.

(2) Growth and maintenance capital reimbursements are included in the Contributions from MPC line within financing activities in the Consolidated Statements of Cash Flows.

Contractual Cash Obligations

As of March 31, ~~2020,~~2021, our contractual cash obligations included long-term debt, finance and operating lease obligations, purchase obligations for services and to acquire property, plant and equipment, and other liabilities. During the three months ended March 31, ~~2020,~~2021, our third-party long-term debt obligations ~~increased~~decreased by $90 million, primarily due to the redemption of $750 million ~~and was primarily used to repay our MPC Loan~~outstanding aggregate principal amount of 5.250 percent senior notes due January 15, 2025 discussed above, partially offset by increased borrowings on the MPLX Credit Agreement. There were no other material changes to ~~these~~our contractual obligations outside the ordinary course of business since December 31, ~~2019.~~2020.

Off-Balance Sheet Arrangements

Off-balance sheet arrangements comprise those arrangements that may potentially impact our liquidity, capital resources and results of operations, even though such arrangements are not recorded as liabilities under U.S. GAAP. Our off-balance sheet arrangements are limited to indemnities and guarantees that are described in Note 21. Although these arrangements serve a variety of our business purposes, we are not dependent on them to maintain our liquidity and capital resources, and we are not aware of any circumstances that are reasonably likely to cause the off-balance sheet arrangements to have a material adverse effect on our liquidity and capital resources.

TRANSACTIONS WITH RELATED PARTIES

At March 31, ~~2020,~~2021, MPC owned our non-economic general partnership interest and held approximately 63 percent of our outstanding common units.

Excluding revenues attributable to volumes shipped by MPC under joint tariffs with third parties that are treated as third-party revenues for accounting purposes and excluding losses for impairment of equity method investments, MPC accounted for 5551 percent and 5355 percent of our total revenues and other income for the first quarter of ~~2020~~2021 and ~~2019,~~2020, respectively. We provide crude oil and product pipeline transportation services based on regulated tariff rates and storage services and inland marine transportation based on contracted rates.

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Of our total costs and expenses, excluding impairment expense, MPC accounted for 29 percent and 29 percent for the first quarter of ~~2020~~2021 and ~~2019,~~2020, respectively. MPC performed certain services for us related to information technology, engineering, legal, accounting, treasury, human resources and other administrative services.

For further discussion of agreements and activity with MPC and related parties see Item 1. Business in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 and Note 5 of the Notes to Consolidated Financial Statements in this report.

ENVIRONMENTAL MATTERS AND COMPLIANCE COSTS

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

As of March 31, ~~2020,~~2021, there have been no significant changes to our environmental matters and compliance costs since our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

CRITICAL ACCOUNTING ESTIMATES

As of March 31, ~~2020,~~2021, there have been no significant changes to our critical accounting estimates since our Annual Report on Form 10-K for the year ended December 31, ~~2019, except as noted below.~~2020.

~~Impairment Assessments of Long-Lived Assets, Intangible Assets, Goodwill and Equity Method Investments~~

Fair value calculated for the purpose of testing our long-lived assets, intangible assets, goodwill and equity method investments for impairment is estimated using the expected present value of future cash flows method and comparative market prices when appropriate. Significant judgment is involved in performing these fair value estimates since the results are based on forecasted assumptions. Significant assumptions include:

•

~~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.~~

Assumptions about the effects of COVID-19 and the macroeconomic environment are inherently subjective and contingent upon the duration of the pandemic and its impact on the macroeconomic environment, which is difficult to forecast. We base our fair value estimates on projected financial information which we believe to be reasonable. However, actual results may differ from these projections.

The need to test for impairment can be based on several indicators, including a significant reduction in prices of or demand for commodities, a poor outlook for profitability, a significant reduction in pipeline throughput volumes, a significant reduction in natural gas or NGL volumes processed, other changes to contracts or changes in the regulatory environment in which the asset or equity method investment is located.

During the first quarter of 2020, we identified an impairment trigger relating to asset groups within our Western G&P reporting unit as a result of significant impacts to forecasted cash flows for these asset groups resulting from the first quarter events and circumstances as discussed in Note 1 of the Notes to Consolidated Financial Statements. The cash flows associated with these assets were significantly impacted by volume declines reflecting decreased forecasted producer customer production as a result of lower commodity prices. After assessing each asset group within the Western G&P reporting unit for impairment, only the East Texas G&P asset group resulted in the fair value of the underlying assets being less than the carrying value. As a result, an impairment of $174 million of property, plant and equipment and $177 million of intangibles was recorded to Impairment expense on the Consolidated Statements of Income. Fair value of our PP&E was determined using a combination of an income and cost approach. The income approach utilized significant assumptions including management’s best estimates of the expected future cash flows and the estimated useful life of the asset group. The cost approach utilized assumptions for the current replacement costs of similar assets adjusted for estimated depreciation and deterioration of the existing equipment and economic obsolescence. The fair value of the intangibles was determined based on applying the multi-period excess earnings method, which is an income approach. Key assumptions included management’s best estimates of the expected future cash flows from existing customers, customer attrition rates and the discount rate. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of our impairment analysis will prove to be an accurate prediction of the future. The fair value measurements for the asset group fair values represent Level 3 measurements.

Unlike long-lived assets, goodwill must be tested for impairment at least annually, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Goodwill is tested for impairment at the reporting unit level. A goodwill impairment loss is measured as the amount by which a reporting unit’s carrying value exceeds its fair value, without exceeding the recorded amount of goodwill.

The “Current Economic Environment” section describes the effects that the recent outbreak of COVID-19 and its development into a pandemic and the recent decline in commodity prices have had on our business. Due to these developments, we performed impairment assessments as discussed further below.

Prior to performing our goodwill impairment assessment as of March 31, 2020, MPLX had goodwill totaling approximately $9,536 million. As part of that assessment, MPLX recorded approximately $1,814 million of impairment expense in the first quarter of 2020 related to our Eastern G&P reporting unit within the G&P operating segment, which brought the amount of goodwill recorded within this reporting unit to zero. The impairment was primarily driven by updated guidance related to the slowing of drilling activity which has reduced production growth forecasts from our producer customers. For the remaining reporting units with goodwill, we determined that no significant adjustments to the carrying value of goodwill were necessary. The interim impairment assessment resulted in the fair value of the reporting units exceeding their carrying value by percentages ranging from approximately 8.5 percent to 270.0 percent. The reporting unit whose fair value exceeded its carrying amount by 8.5 percent, our Crude Gathering reporting unit, had goodwill totaling $1.1 billion at March 31, 2020. The operations which make up this reporting unit were acquired through the merger with ANDX. MPC accounted for its October 1, 2018 acquisition of Andeavor (including acquiring control of ANDX), using the acquisition method of accounting, which required Andeavor assets and liabilities to be recorded by MPC at the acquisition date fair value. The Merger was closed on July 30, 2019 and has been treated as a common control transaction, which required the recognition of assets acquired and liabilities assumed using MPC’s historical carrying value. As such, given the short amount of time from when fair value was established to the date of the impairment test, the amount by which the fair value exceeded the carrying value within this

reporting unit is not unexpected. An increase of one percentage point to the discount rate used to estimate the fair value of this reporting unit would not have resulted in goodwill impairment as of March 31, 2020. No other reporting units had had fair values exceeding carrying values of less than 20 percent.

Significant assumptions used to estimate the reporting units’ fair value included estimates of future cash flows and market information for comparable assets. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the impairment tests will prove to be an accurate prediction of the future. See Note 12 of the Notes to Consolidated Financial Statements for additional information relating to goodwill.

Equity method investments are assessed for impairment whenever factors indicate an other than temporary loss in value. Factors providing evidence of such a loss include the fair value of an investment that is less than its carrying value, absence of an ability to recover the carrying value or the investee’s inability to generate income sufficient to justify our carrying value. During the first quarter of 2020, we assessed certain of our equity method investments for impairment as a result of a number of first quarter events and circumstances as discussed in Note 1 of the Notes to Consolidated Financial Statements. As a result, we recorded an other than temporary impairment for three joint ventures in which we have an interest. Impairment of these investments was $1,264 million, of which $1,251 million was related to MarkWest Utica EMG, L.L.C. and its investment in Ohio Gathering Company, L.L.C. The fair value of the investments was determined based upon applying the discounted cash flow method, which is an income approach. The discounted cash flow fair value estimate is based on known or knowable information at the interim measurement date. The significant assumptions that were used to develop the estimate of the fair value under the discounted cash flow method include management’s best estimates of the expected future cash flows, including prices and volumes, the weighted average cost of capital and the long-term growth rate. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As such, the fair value of these equity method investments represents a Level 3 measurement. As a result, there can be no assurance that the estimates and assumptions made for purposes of the impairment test will prove to be an accurate prediction of the future. The impairment was recorded through “Income from equity method investments.” The impairments were largely due to a reduction in forecasted volumes gathered and processed by the systems operated by the joint ventures. At March 31, 2020 we had $3,992 million of equity method investments recorded on the Consolidated Balance Sheets.

An estimate of the sensitivity to net income resulting from impairment calculations is not practicable, given the numerous assumptions (e.g., pricing, volumes and discount rates) that can materially affect our estimates. That is, unfavorable adjustments to some of the above listed assumptions may be offset by favorable adjustments in other assumptions. See Note 4 of the Notes to Consolidated Financial Statements for additional information relating to equity method investments.

ACCOUNTING STANDARDS NOT YET ADOPTED

While new financial accounting pronouncements will be effective for our financial statements in the future, there are no standards that have not yet been adopted that are expected to have a material impact on our financial statements. Accounting standards are discussed in Note 2 of the Notes to Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks related to the volatility of commodity prices. We employ various strategies, including the potential use of commodity derivative instruments, to economically hedge the risks related to these price fluctuations. We are also exposed to market risks related to changes in interest rates. As of March 31, ~~2020,~~2021, we did not have any open financial derivative instruments to economically hedge the risks related to interest rate fluctuations or commodity derivative instruments to economically hedge the risks related to the volatility of commodity prices; however, we continually monitor the market and our exposure and may enter into these arrangements in the future. While there is a risk related to changes in fair value of derivative instruments we may enter ~~into;~~into, such risk is mitigated by price or rate changes related to the underlying commodity or financial transaction.

Commodity Price Risk

The information about commodity price risk for the three months ended March 31, ~~2020~~2021 does not differ materially from that discussed in Item 7A. Quantitative and Qualitative Disclosures about Market Risk of our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

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Outstanding Derivative Contracts

We have a natural gas purchase commitment embedded in a keep-whole processing agreement with a producer customer in the Southern Appalachian region expiring in December 2022. The customer has the unilateral option to extend the agreement for two consecutive five-year terms through December 2032. For accounting purposes, the natural gas purchase commitment and the term extending options have been aggregated into a single compound embedded derivative. The probability of the customer exercising its options is determined based on assumptions about the customer’s potential business strategy decision points that may exist at the time they would elect whether to renew the contract. The changes in fair value of this compound embedded derivative are based on the difference between the contractual and index pricing and the probability of the producer customer exercising its option to ~~extend and the estimated favorability of these contracts compared to current market conditions.~~extend. The changes in fair value are recorded in earnings through “Purchased product costs” on the Consolidated Statements of Income. As of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, the estimated fair value of this contract was a liability of ~~$45~~$66 million and ~~$60~~$63 million, respectively.

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Open Derivative Positions and Sensitivity Analysis

As of March 31, ~~2020,~~2021, we have no open commodity derivative contracts. We evaluate our portfolio of commodity derivative instruments on an ongoing basis and add or revise strategies in anticipation of changes in market conditions and in risk profiles.

Interest Rate Risk

Sensitivity analysis of the effect of a hypothetical 100-basis-point change in interest rates on long-term debt, excluding finance leases, is provided in the following table. Fair value of cash and cash equivalents, receivables, accounts payable and accrued interest approximate carrying value and are relatively insensitive to changes in interest rates due to the short-term maturity of the instruments. Accordingly, these instruments are excluded from the table.


(In millions)	Fair value as of March 31, 2020⁽¹⁾		Change in Fair Value⁽²⁾		Change in Income Before Income Taxes for the Three Months Ended March 31, 2020⁽³⁾		(In millions)	Fair value as of March 31, 2021(1)		Change in Fair Value(2)		Change in Income Before Income Taxes for the Three Months Ended March 31, 2021(3)
Long-term debt
Long-term debt (including amounts due within one year)							Long-term debt (including amounts due within one year)
Fixed-rate	$	14,638	$	1,249	N/A		Fixed-rate	$	20,152	$	1,843	N/A
Variable-rate	$	3,714	$	37	$	8	Variable-rate	$	1,836	$	14	$	4

(1) Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.

(2) Assumes a 100-basis-point decrease in the weighted average yield-to-maturity at March 31, ~~2020.~~2021.

(3) Assumes a 100-basis-point change in interest rates. The change to net income was based on the weighted average balance of all outstanding variable-rate debt for the three months ended March 31, ~~2020.~~2021.

At March 31, ~~2020,~~2021, our portfolio of long-term debt consisted of fixed-rate instruments and variable-rate instruments including ~~our term loan,~~fixed rate senior notes, floating rate senior notes and our revolving credit facility. The fair value of our fixed-rate debt is relatively sensitive to interest rate fluctuations. Our sensitivity to interest rate declines and corresponding increases in the fair value of our debt portfolio unfavorably affects our results of operations and cash flows only when we elect to repurchase or otherwise retire fixed-rate debt at prices above carrying value. Interest rate fluctuations generally do not impact the fair value of borrowings under our bank revolving credit ~~or term loan facilities,~~facility, but may affect our results of operations and cash flows. As of March 31, ~~2020,~~2021, we did not have any financial derivative instruments to hedge the risks related to interest rate fluctuations; however, we continually monitor the market and our exposure and may enter into these agreements in the future.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) was carried out under the supervision and with the participation of management, including the chief executive officer and chief financial officer of our general partner. Based upon that evaluation, the chief executive officer and chief financial officer of our general partner concluded that the design and operation of these disclosure controls and procedures were effective as of March 31, ~~2020~~,2021, the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

During the quarter ended March 31, ~~2020,~~2021, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II – Other Information

Item 1. Legal Proceedings

We are the subject of, or a party to, a number of pending or threatened legal actions, contingencies and commitments involving a variety of matters, including laws and regulations relating to the environment. While it is possible that an adverse result in one or more of the lawsuits or proceedings in which we are a defendant could be material to us, based upon current information and our experience as a defendant in other matters, we believe that these lawsuits and proceedings, individually or in the aggregate, will not have a material adverse effect on our consolidated results of operations, financial position or cash flows. Except as described below, there have been no material changes to the legal proceedings previously disclosed in our Annual Report on Form 10-K.

Litigation

Tesoro High Plains Pipeline

In ~~connection with our 9.19 percent indirect interest~~early July 2020, Tesoro High Plains Pipeline Company, LLC (“THPP”), a subsidiary of MPLX, received a Notification of Trespass Determination from the Bureau of Indian Affairs (“BIA”) relating to a portion of the Tesoro High Plains Pipeline that crosses the Fort Berthold Reservation in North Dakota. The notification covered the rights of way for 23 tracts of land and demanded the immediate cessation of pipeline operations. The notification also assessed trespass damages of approximately $187 million. THPP appealed this determination, which triggered an automatic stay of the requested pipeline shutdown and payment. On October 29, the Assistant Secretary - Indian Affairs issued an order vacating the BIA’s trespass order and requiring the Regional Director for the BIA Great Plains Region to issue a ~~joint venture that owns and operates~~new decision on or before December 15 covering all 34 tracts at issue. On December 15, the ~~Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects, collectively referred~~Regional Director of the BIA issued a new trespass notice to ~~as the Bakken Pipeline system, we have entered into a Contingent Equity Contribution Agreement whereby MPLX LP, along~~THPP consistent with the ~~other joint venture owners~~Assistant Secretary - Indian Affairs order vacating the prior trespass order. The new order found that THPP was in trespass and assessed trespass damages of approximately $4 million (including interest). The order also required THPP to immediately cease and desist use of the ~~Bakken Pipeline system, have agreed to make equity contributions to~~portion of the ~~joint venture upon certain events occurring to allow~~pipeline that crosses the ~~entities that own~~property at issue. The new order was appealed, and ~~operate the Bakken Pipeline system to satisfy their senior note payment obligations. The senior notes were issued to repay amounts owed~~was upheld by the ~~pipeline companies to fund~~Assistant Secretary - Indian Affairs. THPP has complied with the ~~cost of construction of the Bakken Pipeline system.~~

~~In March~~Regional Director’s December 15, 2020 notice. On February 12, 2021, landowners filed suit in the U.S. District Court for the District of ~~Columbia ordered~~North Dakota (the “District of North Dakota”) against THPP, the Department of the Interior, the Assistant Secretary - Indian Affairs, the Interior Board of Indian Appeals and the BIA, requesting, among other things, that decisions by the Assistant Secretary - Indian Affairs and the Interior Board of Indian Appeals be vacated as to the award of damages to plaintiffs. In March 2021, THPP received a copy of an order purporting to vacate all orders related to THPP’s alleged trespass issued by the BIA between July 2, 2020 and January 14, 2021. The order directs the Regional Director of the BIA to reconsider the issue of THPP’s alleged trespass and issue a new order, if necessary, after all interested parties have had an opportunity to be heard. Subsequently, landowners voluntarily dismissed the suit filed in the District of North Dakota. On April 23, 2021, THPP filed a lawsuit in the District of North Dakota against the United States of America, the U.S. Army Corps of Engineers, which granted permits for the Bakken Pipeline system, to conduct a full environmental impact statement (“EIS”), and further requested briefing on whether an easement permit necessary for the operationDepartment of the ~~Bakken Pipeline system should be vacated while~~Interior and the ~~EIS is being prepared. If~~BIA challenging the ~~permit is vacated pending completion~~March order purporting to vacate all previous orders related to THPP’s alleged trespass.

We continue to work towards a settlement of this matter with holders of the EIS and the vacatur is deemed temporary, MPLX would have to contribute its 9.19 percent pro rata share of funds required to pay interest accruing on the notes while the pipeline is shutdown and its 9.19 percent pro rata share of any costs to remediate any deficiencies to reinstate the permit and/or return the pipeline into operation. If the court vacates the permit and such action results in a permanent shutdown of the pipeline, MPLX would have to contribute its 9.19 percent pro rata share of the cost to redeem the bonds (including the 1% redemption premium required pursuant to the indenture governing the notes) and any accrued and unpaid interest, if any.property rights at issue.

Environmental Proceedings

~~On April 10, 2020,~~

Item 103 of Regulation S-K promulgated by the SEC requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions, unless we ~~received~~reasonably believe that the matter will result in no monetary sanctions, or in monetary sanctions, exclusive of interest and costs, of less than $300,000. The following matters are disclosed in accordance with that requirement. We do not currently believe that the eventual outcome of any such matters, individually or in the aggregate, could have a ~~Notice~~material adverse effect on our business, financial condition, results of ~~Probable Violation and Proposed Civil Penalty from~~operations or cash flows.

There have been no material changes to the ~~Pipeline and Hazardous Materials Safety Administration’s Office of Pipeline Safety (OPS) for alleged violations arising from the release at the Hospah Station pump station~~environmental proceedings previously disclosed in ~~New Mexico~~our Annual Report on September 7, 2018. The NOPV alleged a failure to follow written procedures for responding to, investigating, and correcting the cause of an increase in pressure of flow rate outside its normal operating limits, and a failure to follow appropriate procedures regarding related personnel performance. This matter was resolved for a cash penalty of approximately $236,000.Form 10-K.

Item 1A. Risk Factors

~~Except as described below, there~~There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

Table of Contents

Item 2. Unregistered Sales of Equity Securities

The recent outbreak of COVID-19 and certain developments in the global oil markets have had, and may continue to have, material adverse consequences for general economic, financial and business conditions, and could materially and adversely affect our business, financial condition, results of operations and cash flows and thosefollowing table sets forth a summary of our ~~customers, suppliers and other counterparties.~~

~~The recent outbreak~~purchases during the quarter ended March 31, 2021, of ~~COVID-19 and the responses of governmental authorities, companies and the self-imposed restrictions~~equity securities that are registered by ~~many individuals across the world~~MPLX pursuant to ~~stem the spread~~Section 12 of the ~~virus have significantly reduced global economic activity,~~Securities Exchange Act of 1934, as ~~there has been~~amended.


Period	Total Number of Units Purchased	Average Price Paid per Unit(1)		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(2)
1/01/2021-1/31/2021	879,708	$	23.47	879,708	$	946,504,250
2/01/2021-2/28/2021	2,148,970	$	24.24	2,148,970	$	894,403,501
3/01/2021-3/31/2021	3,244,303	$	25.49	3,244,303	$	811,694,451
Total	6,272,981	$	24.78	6,272,981

(1)Amounts in this column reflect the weighted average price paid for units purchased under our unit repurchase authorization. The weighted average price includes commissions paid to brokers on shares repurchased under our unit repurchase authorization.

(2)On November 2, 2020, we announced the board authorization of a dramatic decrease in the number of businesses open for operation and substantially fewer people across the world have been traveling to work or leaving their home to purchase goods and services. This has also resulted, for example, in a dramatic reduction in airline flights and has reduced the number of cars on the road. As a result, there has been a decline in the demandunit repurchase program for the ~~fuels distribution services we provide and for the petroleum products that we transport and store.~~

~~Concerns over the negative effects~~repurchase of ~~COVID-19 on economic and business prospects across the world have contributed~~up to ~~increased market and oil price volatility and have diminished expectations for the global economy. These factors, coupled with the emergence~~$1 billion of decreasing business and consumer confidence and increasing unemployment resulting from the COVID-19 outbreak and the recent abrupt oil price decline, may precipitate a prolonged economic slowdown and recession. Any such prolonged period of economic slowdown or recession, or a protracted period of depressed prices for crude oil or refined petroleum products could have significant adverse consequences for our financial condition and the financial condition of our customers, suppliers and other counterparties, and could diminish our liquidity or trigger additional impairments.

The ultimate extent of the impact of COVID-19 on our business, financial condition, results of operations and cash flows will depend largely on future developments, including the duration and spread of the outbreak, particularly within the geographic areas where we operate, the related impact on overall economic activity and the timing of the lifting of restrictions and return of customer confidence, all of which are uncertain and cannot be predicted with certainty at this time.

~~The Court of Chancery of the State of Delaware will be, to the extent permitted by law, the sole and exclusive forum for substantially all disputes between us and our limited partners.~~

~~Our limited partnership agreement provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any claims, actions or proceedings:~~

~~arising out of or relating in any way to our limited partnership agreement, or the rights or powers of, or restrictions on, our limited partners or the limited partnership;~~

~~brought in a derivative manner on behalf of the limited partnership;~~

~~asserting a claim of breach of a duty owed by any director, officer, or other employee of the limited partnership or the general partner, or owed~~MPLX’s common units held by the ~~general partner, to the partnership or the limited partners;~~public. This unit repurchase authorization has no expiration date.

~~asserting a claim arising pursuant to any provision~~

Table of ~~the Delaware Revised Uniform Limited Partnership Act; or~~Contents

~~asserting a claim governed by the internal affairs doctrine.~~

The forum selection provision may restrict a limited partner's ability to bring a claim against us or directors, officers or other employee of ours or our general partner in a forum that it finds favorable, which may discourage limited partners from bringing such claims at all. Alternatively, if a court were to find the forum selection provision contained in our limited partnership agreement to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in another forum, which could materially adversely affect our business, financial condition and results of operations. However, the forum selection provision does not apply to any claims, actions or proceedings arising under the Securities Act or the Exchange Act.

Item 6. Exhibits

Incorporated by Reference From

Exhibit
Number

Exhibit Description

Form

Exhibit

Filing Date

SEC File No.

Filed
Herewith

Furnished
Herewith

2.1†

Agreement and Plan of Merger, dated as of May 7, 2019, by and among Andeavor Logistics LP, Tesoro Logistics GP, LLC, MPLX LP, MPLX GP LLC and MPLX MAX LLC.

8-K

2.1

5/8/2019

001-35714

3.1

Certificate of Limited Partnership of MPLX LP

S-1

3.1

7/2/2012

333-182500

3.2

Amendment to the Certificate of Limited Partnership of MPLX LP

S-1/A

3.2

10/9/2012

333-182500

3.3

Sixth Amended and Restated Agreement of Limited Partnership of MPLX LP, dated as of February 1, 2021

8-K

3.1

2/3/2021

001-35714

10.1

Amendment to Amended and Restated Transportation Services Agreement, executed as of February 15, 2021, by and between Marathon Petroleum Company LP and Hardin Street Marine LLC

10-K

10.106

2/26/2021

001-35714

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350

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.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

† The exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request

Incorporated by Reference From
Exhibit
Number
Exhibit Description Form Exhibit
Filing Date SEC File No.
Filed
Herewith

Furnished
Herewith
1.1
Underwriting Agreement, dated as of September 4, 2019, among the Issuer, MPLX GP LLC, the general partner of the Issuer, and each of Citigroup Global Markets Inc., Barclays Capital Inc. and RBC Capital Markets, LLC, acting as representatives of the several underwriters named therein
8-K 1.1
9/9/2019 001-35714
2.1*
Agreement and Plan of Merger, dated as of May 7, 2019, by and among Andeavor Logistics LP, Tesoro Logistics GP, LLC, MPLX LP, MPLX GP LLC and MPLX MAX LLC.
8-K 2.1
5/8/2019 001-35714
3.1
Certificate of Limited Partnership of MPLX LP
S-1 3.1
7/2/2012 333-182500

Table of Contents

Incorporated by Reference From
Exhibit
Number
Exhibit Description Form Exhibit
Filing Date SEC File No.
Filed
Herewith

Furnished
Herewith
3.2
Amendment to the Certificate of Limited Partnership of MPLX LP
S-1/A 3.2
10/9/2012 333-182500
3.3
Fifth Amended and Restated Agreement of Limited Partnership of MPLX LP, dated as of July 30, 2019
8-K/A 3.1
8/14/2019 001-35714
10.1
Form of 2020 MPLX LP Phantom Unit Award Agreement - MPLX Officer
X
10.2
Form of 2020 MPLX LP Phantom Unit Award Agreement - MPC Officer
X
10.3
Form of 2020 MPLX LP Performance Unit Award Agreement 2020-2022 Performance Cycle - MPLX Officer
X
10.4
Form of MPLX LP Performance Unit Award Agreement 2020-2022 Performance Cycle - MPC Officer
X
31.10
Certification of Chief Executive Officer pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934
X
31.20
Certification of Chief Financial Officer pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934
X
32.10
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
X
32.20
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
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.~~

~~Table of Contents~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		MPLX LP

		~~MPLX LP~~By:

	~~By:~~	MPLX GP LLC
			Its general partner

Date: May ~~7, 2020~~6, 2021		By:	/s/ C. Kristopher Hagedorn
			C. Kristopher Hagedorn
			Vice President and Controller of MPLX GP LLC (the general partner of MPLX LP)



			Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Statements of Income (Unaudited)			3
Consolidated Statements of Comprehensive Income (Unaudited)			4
Consolidated Balance Sheets (Unaudited)			5
Consolidated Statements of Cash Flows (Unaudited)			6
Consolidated Statements of Equity (Unaudited)			7
Notes to Consolidated Financial Statements (Unaudited)			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			3532
Item 3. Quantitative and Qualitative Disclosures about Market Risk			5651
Item 4. Controls and Procedures			5752

PART II – OTHER INFORMATION
Item 1. Legal Proceedings			5853
Item 1A. Risk Factors			5853
Item 2. Unregistered Sales of Equity Securities			54

Item 6. Exhibits			5955
Signatures			6156



	Three Months Ended March 31, 2019⁽¹⁾
(In millions)	VIEs		Non-VIEs		Total
Revenues and other income	$	155	$	391	$	546
Costs and expenses	77		198		275
Income from operations	78		193		271
Net income	71		181		252
Income from equity method investments	$	27	$	50	$	77



(In millions)	Three Months Ended March 31, 2020			Year Ended December 31, 2019
Borrowings	$	1,667		$	8,540
Average interest rate of borrowings	2.833		%	3.441		%
Repayments	$	2,261		$	7,946
Outstanding balance at end of period⁽¹⁾	$	—		$	594



	Three Months Ended March 31, 2019
(In millions, except per unit data)	Limited Partners’ Common Units			Series A Preferred Units		Total
Basic and diluted net income attributable to MPLX LP per unit
Net income attributable to MPLX LP:
Distributions declared	$	523		$	20	$	543
Undistributed net loss attributable to MPLX LP	(40		)	—		(40		)
Net income attributable to MPLX LP⁽¹⁾	$	483		$	20	$	503
Weighted average units outstanding:
Basic	794
Diluted	795
Net income attributable to MPLX LP per limited partner unit:
Basic	$	0.61
Diluted	$	0.61



(In millions)	Estimated Useful Lives	March 31, 2020		December 31, 2019
L&S
Pipelines	2-51 years	$	5,637	$	5,572
Refining Logistics	13-40 years	2,308		2,870
Terminals	2-40 years	1,176		1,109
Marine	15-20 years	960		906
Land, building and other	1-61 years	1,827		1,817
Construction-in progress		618		660
Total L&S property, plant and equipment		12,526		12,934
G&P
Gathering and transportation	5-40 years	7,349		7,159
Processing and fractionation	15-40 years	5,605		5,545
Land, building and other	3-40 years	491		484
Construction-in-progress		616		745
Total G&P property, plant and equipment		14,061		13,933
Total property, plant and equipment		26,587		26,867
Less accumulated depreciation⁽¹⁾		4,758		4,722
Property, plant and equipment, net		$	21,829	$	22,145



(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		)
Balance as of March 31, 2020	7,722		—			7,722

Gross goodwill as of March 31, 2020	7,722		3,141			10,863
Accumulated impairment losses	—		(3,141		)	(3,141		)
Balance as of March 31, 2020	$	7,722	$	—		$	7,722


~~(1)~~	~~Includes embedded derivatives in commodity contracts as discussed above.~~



	Three Months Ended March 31, 2019⁽²⁾
(In millions)	L&S		G&P		Total
Revenues and other income:
Service revenue	$	86	$	528	$	614
Service revenue - related parties	803		—		803
Service revenue - product related	—		34		34
Product sales	11		205		216
Product sales - related parties	4		37		41
Total revenues from contracts with customers	$	904	$	804	1,708
Non-ASC 606 revenue⁽¹⁾					527
Total revenues and other income					$	2,235


~~(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, 2018⁽¹⁾		Additions/ (Deletions)⁽³⁾			Revenue Recognized⁽²⁾⁽³⁾			Balance at March 31, 2019⁽³⁾
Contract assets	$	36	$	(17	)	$	—		$	19
Deferred revenue	13		1			(1		)	13
Deferred revenue - related parties	65		9			(16		)	58
Long-term deferred revenue	56		1			—			57
Long-term deferred revenue - related parties	$	52	$	—		$	—		$	52


~~(1)~~	~~Balance represents ASC 606 portion of each respective line item.~~


~~(2)~~	~~NaN significant revenue was recognized related to past performance obligations in the current periods.~~



(In millions)
2020	$	1,344
2021	1,747
2022	1,717
2023	1,638
2024 and thereafter	5,662
Total revenue on remaining performance obligations^(1),(2),(3)	$	12,108


~~(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.


~~(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	168,212		20.49
Settled	(174,888	)	36.29
Forfeited	(335	)	33.55
Outstanding at March 31, 2020	1,102,557		$	33.56


~~(1)~~	(1) These amounts are presented net of executory costs.


~~(1)~~	~~Q1 2020 includes impairment related to equity method investments of approximately $1.3 billion within our G&P operating segment.~~


~~(2)~~	Q1 2020 includes impairment related to equity method investments of approximately $1.3 billion, goodwill impairment of approximately $1.8 billion and long-lived asset impairments of approximately $0.3 billion, all within our G&P operating segment.


~~(3)~~	~~Q1 2019 includes Adjusted EBITDA attributable to Predecessor and portion of DCF adjustments attributable to Predecessor.~~



	Three Months Ended March 31, 2020
	MPLX LP⁽⁴⁾	MPLX LP Operated⁽⁵⁾
G&P
Gathering Throughput (MMcf/d)
Marcellus Operations	1,420	1,420
Utica Operations	—	1,800
Southwest Operations	1,557	1,601
Bakken Operations	156	156
Rockies Operations	592	775
Total gathering throughput	3,725	5,752

Natural Gas Processed (MMcf/d)
Marcellus Operations	4,198	5,522
Utica Operations	—	648
Southwest Operations	1,648	1,679
Southern Appalachian Operations	243	243
Bakken Operations	156	156
Rockies Operations	539	539
Total natural gas processed	6,784	8,787

C2 + NGLs Fractionated (mbpd)
Marcellus Operations⁽⁶⁾	456	456
Utica Operations⁽⁶⁾	—	34
Southwest Operations	15	15
Southern Appalachian Operations⁽⁷⁾	12	12
Bakken Operations	31	31
Rockies Operations	5	5
Total C2 + NGLs fractionated⁽⁸⁾	519	553



	Three Months Ended March 31, 2019
	MPLX LP⁽⁴⁾	MPLX LP Operated⁽⁵⁾
G&P
Gathering Throughput (MMcf/d)
Marcellus Operations	1,282	1,282
Utica Operations	—	2,109
Southwest Operations	1,581	1,581
Bakken Operations	152	152
Rockies Operations	642	827
Total gathering throughput	3,657	5,951

Natural Gas Processed (MMcf/d)
Marcellus Operations	4,152	5,148
Utica Operations	—	817
Southwest Operations	1,599	1,599
Southern Appalachian Operations	235	235
Bakken Operations	152	152
Rockies Operations	570	570
Total natural gas processed	6,708	8,521

C2 + NGLs Fractionated (mbpd)
Marcellus Operations⁽⁶⁾	420	420
Utica Operations⁽⁶⁾	—	44
Southwest Operations	17	17
Southern Appalachian Operations⁽⁷⁾	13	13
Bakken Operations	16	16
Rockies Operations	4	4
Total C2 + NGLs fractionated⁽⁸⁾	470	514