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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM 10-Q
____________________________________________
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(Mark One) |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2024
OR
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☐ | 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)
_____________________________________________
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| 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) 422-2121
(Registrant’s telephone number, including area code)
_____________________________________________
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Securities Registered pursuant to Section 12(b) of the Act |
Title of each class | Trading symbol(s) | Name of each exchange on which registered |
Common Units Representing Limited Partnership Interests | MPLX | New York Stock Exchange |
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.
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Large accelerated filer | x | | Accelerated filer | ☐ | | 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 1,020,584,538 common units outstanding as of July 31, 2024.
Table of Contents
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Item 1. | | |
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Item 2. | | |
Item 3. | | |
Item 4. | | |
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Item 1. | | |
Item 1A. | | |
Item 2. | | |
Item 5. | | |
Item 6. | | |
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Unless otherwise stated or the context otherwise indicates, all references in this Form 10-Q to “MPLX LP,” “MPLX,” “the Partnership,” “we,” “our,” “us,” or like terms refer to MPLX LP and its consolidated subsidiaries. References to our sponsor and customer, “MPC,” refer collectively to Marathon Petroleum Corporation and its subsidiaries, other than the Partnership.
Glossary of Terms
The abbreviations, acronyms and industry terminology used in this report are defined as follows:
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ASC | Accounting Standards Codification |
ASU | Accounting Standards Update |
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barrel | One stock tank barrel, or 42 United States gallons of liquid volume, used in reference to crude oil or other liquid hydrocarbons |
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DCF (a non-GAAP financial measure) | Distributable Cash Flow |
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EBITDA (a non-GAAP financial measure) | Earnings Before Interest, Taxes, Depreciation and Amortization |
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FASB | Financial Accounting Standards Board |
FCF (a non-GAAP financial measure) | Free Cash Flow |
GAAP | Accounting principles generally accepted in the United States of America |
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G&P | Gathering and Processing segment |
L&S | Logistics and Storage segment |
mbpd | Thousand barrels per day |
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MMBtu | One million British thermal units, an energy measurement |
MMcf/d | One million cubic feet per day |
NGL | Natural gas liquids, such as ethane, propane, butanes and natural gasoline |
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SEC | United States Securities and Exchange Commission |
SOFR | Secured Overnight Financing Rate |
VIE | Variable interest entity |
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PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
MPLX LP
Consolidated Statements of Income (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
(In millions, except per unit data) | 2024 | | 2023 | | 2024 | | 2023 |
Revenues and other income: | | | | | | | |
Service revenue | $ | 683 | | | $ | 635 | | | $ | 1,341 | | | $ | 1,240 | |
Service revenue - related parties | 1,050 | | | 971 | | | 2,036 | | | 1,924 | |
Service revenue - product related | 84 | | | 60 | | | 179 | | | 139 | |
Rental income | 64 | | | 59 | | | 124 | | | 120 | |
Rental income - related parties | 211 | | | 203 | | | 428 | | | 405 | |
Product sales | 388 | | | 376 | | | 758 | | | 796 | |
Product sales - related parties | 50 | | | 34 | | | 113 | | | 104 | |
Sales-type lease revenue | 34 | | | 33 | | | 68 | | | 67 | |
Sales-type lease revenue - related parties | 120 | | | 125 | | | 241 | | | 250 | |
Income from equity method investments | 325 | | | 145 | | | 482 | | | 279 | |
Other income | 6 | | | 18 | | | 51 | | | 21 | |
Other income - related parties | 37 | | | 31 | | | 77 | | | 58 | |
Total revenues and other income | 3,052 | | | 2,690 | | | 5,898 | | | 5,403 | |
Costs and expenses: | | | | | | | |
Cost of revenues (excludes items below) | 384 | | | 348 | | | 755 | | | 656 | |
Purchased product costs | 376 | | | 354 | | | 745 | | | 760 | |
Rental cost of sales | 20 | | | 20 | | | 39 | | | 40 | |
Rental cost of sales - related parties | 5 | | | 9 | | | 9 | | | 16 | |
Purchases - related parties | 388 | | | 357 | | | 760 | | | 718 | |
Depreciation and amortization | 320 | | | 310 | | | 637 | | | 606 | |
General and administrative expenses | 107 | | | 89 | | | 216 | | | 178 | |
Other taxes | 33 | | | 28 | | | 67 | | | 58 | |
Total costs and expenses | 1,633 | | | 1,515 | | | 3,228 | | | 3,032 | |
Income from operations | 1,419 | | | 1,175 | | | 2,670 | | | 2,371 | |
Net interest and other financial costs | 231 | | | 233 | | | 466 | | | 476 | |
Income before income taxes | 1,188 | | | 942 | | | 2,204 | | | 1,895 | |
Provision for income taxes | 2 | | | — | | | 3 | | | 1 | |
Net income | 1,186 | | | 942 | | | 2,201 | | | 1,894 | |
Less: Net income attributable to noncontrolling interests | 10 | | | 9 | | | 20 | | | 18 | |
Net income attributable to MPLX LP | 1,176 | | | 933 | | | 2,181 | | | 1,876 | |
Less: Series A preferred unitholders’ interest in net income | 5 | | | 23 | | | 15 | | | 46 | |
Less: Series B preferred unitholders’ interest in net income | — | | | — | | | — | | | 5 | |
Limited partners' interest in net income attributable to MPLX LP | $ | 1,171 | | | $ | 910 | | | $ | 2,166 | | | $ | 1,825 | |
| | | | | | | |
Per Unit Data (See Note 7) | | | | | | | |
Net income attributable to MPLX LP per limited partner unit: | | | | | | |
Common - basic | $ | 1.15 | | | $ | 0.91 | | | $ | 2.13 | | | $ | 1.81 | |
Common - diluted | $ | 1.15 | | | $ | 0.91 | | | $ | 2.13 | | | $ | 1.81 | |
Weighted average limited partner units outstanding: | | | | | | | |
Common - basic | 1,019 | | | 1,001 | | | 1,013 | | | 1,001 | |
Common - diluted | 1,020 | | | 1,001 | | | 1,014 | | | 1,001 | |
The accompanying notes are an integral part of these consolidated financial statements.
MPLX LP
Consolidated Statements of Comprehensive Income (Unaudited)
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| Three Months Ended June 30, | | Six Months Ended June 30, |
(In millions) | 2024 | | 2023 | | 2024 | | 2023 |
Net income | $ | 1,186 | | | $ | 942 | | | $ | 2,201 | | | $ | 1,894 | |
Other comprehensive income, net of tax: | | | | | | | |
Remeasurements of pension and other postretirement benefits related to equity method investments, net of tax | — | | | — | | | 1 | | | 4 | |
Comprehensive income | 1,186 | | | 942 | | | 2,202 | | | 1,898 | |
Less comprehensive income attributable to: | | | | | | | |
Noncontrolling interests | 10 | | | 9 | | | 20 | | | 18 | |
Comprehensive income attributable to MPLX LP | $ | 1,176 | | | $ | 933 | | | $ | 2,182 | | | $ | 1,880 | |
The accompanying notes are an integral part of these consolidated financial statements.
MPLX LP
Consolidated Balance Sheets (Unaudited)
| | | | | | | | | | | |
(In millions) | June 30, 2024 | | December 31, 2023 |
Assets | | | |
Cash and cash equivalents | $ | 2,501 | | | $ | 1,048 | |
| | | |
Receivables, net | 747 | | | 823 | |
Current assets - related parties | 748 | | | 748 | |
Inventories | 168 | | | 159 | |
| | | |
Other current assets | 32 | | | 30 | |
Total current assets | 4,196 | | | 2,808 | |
Equity method investments | 4,373 | | | 3,743 | |
Property, plant and equipment, net | 19,186 | | | 19,264 | |
Intangibles, net | 585 | | | 654 | |
Goodwill | 7,645 | | | 7,645 | |
Right of use assets, net | 282 | | | 264 | |
Noncurrent assets - related parties | 1,160 | | | 1,161 | |
Other noncurrent assets | 975 | | | 990 | |
Total assets | 38,402 | | | 36,529 | |
| | | |
Liabilities | | | |
Accounts payable | 127 | | | 153 | |
Accrued liabilities | 246 | | | 300 | |
Current liabilities - related parties | 344 | | | 360 | |
Accrued property, plant and equipment | 172 | | | 216 | |
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Long-term debt due within one year | 2,827 | | | 1,135 | |
Accrued interest payable | 252 | | | 242 | |
Operating lease liabilities | 50 | | | 45 | |
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Other current liabilities | 208 | | | 173 | |
Total current liabilities | 4,226 | | | 2,624 | |
Long-term deferred revenue | 344 | | | 347 | |
Long-term liabilities - related parties | 325 | | | 325 | |
Long-term debt | 19,245 | | | 19,296 | |
Deferred income taxes | 16 | | | 16 | |
Long-term operating lease liabilities | 225 | | | 211 | |
Other long-term liabilities | 135 | | | 126 | |
Total liabilities | 24,516 | | | 22,945 | |
Commitments and contingencies (see Note 16) | | | |
Series A preferred units (6 million and 27 million units outstanding) | 202 | | | 895 | |
| | | |
Equity | | | |
Common unitholders - public (374 million and 356 million units outstanding) | 9,392 | | | 8,700 | |
Common unitholders - MPC (647 million and 647 million units outstanding) | 4,062 | | | 3,758 | |
Accumulated other comprehensive loss | (3) | | | (4) | |
Total MPLX LP partners’ capital | 13,451 | | | 12,454 | |
Noncontrolling interests | 233 | | | 235 | |
Total equity | 13,684 | | | 12,689 | |
Total liabilities, preferred units and equity | $ | 38,402 | | | $ | 36,529 | |
The accompanying notes are an integral part of these consolidated financial statements.
MPLX LP
Consolidated Statements of Cash Flows (Unaudited)
| | | | | | | | | | | |
| Six Months Ended June 30, |
(In millions) | 2024 | | 2023 |
Operating activities: | | | |
Net income | $ | 2,201 | | | $ | 1,894 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | |
Amortization of deferred financing costs | 27 | | | 29 | |
Depreciation and amortization | 637 | | | 606 | |
| | | |
Deferred income taxes | — | | | (1) | |
| | | |
Gain on sales-type leases and equity method investments | (20) | | | — | |
Loss/(gain) on disposal of assets | 1 | | | (13) | |
Income from equity method investments | (482) | | | (279) | |
Distributions from unconsolidated affiliates | 377 | | | 331 | |
Change in fair value of derivatives | 10 | | | (18) | |
Changes in: | | | |
Receivables | 117 | | | 54 | |
Inventories | (9) | | | (7) | |
Current accounts payable and other current assets and liabilities | (55) | | | (84) | |
Assets/liabilities - related parties | 29 | | | 123 | |
| | | |
Right of use assets/operating lease liabilities | — | | | 2 | |
Deferred revenue | 13 | | | 35 | |
All other, net | 10 | | | (8) | |
Net cash provided by operating activities | 2,856 | | | 2,664 | |
Investing activities: | | | |
Additions to property, plant and equipment | (468) | | | (432) | |
Acquisitions, net of cash acquired | (622) | | | — | |
Disposal of assets | — | | | 18 | |
Investments - acquisitions and contributions | (154) | | | (77) | |
- redemptions, repayments, return of capital and sales proceeds | 134 | | | — | |
Net cash used in investing activities | (1,110) | | | (491) | |
Financing activities: | | | |
Long-term debt borrowings | 1,630 | | | 1,589 | |
Long-term debt repayments | (1) | | | (1,001) | |
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| | | |
Debt issuance costs | (14) | | | (15) | |
Unit repurchases | (150) | | | — | |
Redemption of Series B preferred units | — | | | (600) | |
Distributions to noncontrolling interests | (22) | | | (19) | |
Distributions to Series A preferred unitholders | (33) | | | (46) | |
Distributions to Series B preferred unitholders | — | | | (21) | |
Distributions to unitholders and general partner | (1,717) | | | (1,553) | |
Contributions from MPC | 18 | | | 13 | |
All other, net | (4) | | | (3) | |
Net cash used in financing activities | (293) | | | (1,656) | |
Net change in cash, cash equivalents and restricted cash | 1,453 | | | 517 | |
Cash, cash equivalents and restricted cash at beginning of period | 1,048 | | | 238 | |
Cash, cash equivalents and restricted cash at end of period | $ | 2,501 | | | $ | 755 | |
The accompanying notes are an integral part of these consolidated financial statements.
MPLX LP
Consolidated Statements of Equity and Series A Preferred Units (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Partnership | | | | | | | | | |
(In millions) | Common Unit-holders Public | | Common Unit-holder MPC | | Accumulated Other Comprehensive Loss | | Non-controlling Interests | | Total | | | Series A Preferred Unit-holders |
Balance at December 31, 2023 | $ | 8,700 | | | $ | 3,758 | | | $ | (4) | | | $ | 235 | | | $ | 12,689 | | | | $ | 895 | |
Net income | 355 | | | 640 | | | — | | | 10 | | | 1,005 | | | | 10 | |
Unit repurchases | (75) | | | — | | | — | | | — | | | (75) | | | | — | |
Conversion of Series A preferred units | 321 | | | — | | | — | | | — | | | 321 | | | | (321) | |
Distributions | (303) | | | (550) | | | — | | | (11) | | | (864) | | | | (23) | |
Contributions | — | | | 10 | | | — | | | — | | | 10 | | | | — | |
Other | (1) | | | — | | | 1 | | | — | | | — | | | | — | |
Balance at March 31, 2024 | $ | 8,997 | | | $ | 3,858 | | | $ | (3) | | | $ | 234 | | | $ | 13,086 | | | | $ | 561 | |
Net income | 425 | | | 746 | | | — | | | 10 | | | 1,181 | | | | 5 | |
Unit repurchases | (75) | | | — | | | — | | | — | | | (75) | | | | — | |
Conversion of Series A preferred units | 354 | | | — | | | — | | | — | | | 354 | | | | (354) | |
Distributions | (314) | | | (550) | | | — | | | (11) | | | (875) | | | | (10) | |
Contributions | — | | | 8 | | | — | | | — | | | 8 | | | | — | |
Other | 5 | | | — | | | — | | | — | | | 5 | | | | — | |
Balance at June 30, 2024 | $ | 9,392 | | | $ | 4,062 | | | $ | (3) | | | $ | 233 | | | $ | 13,684 | | | | $ | 202 | |
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| Partnership | | | | | | | | | |
| Common Unit-holders Public | | Common Unit-holder MPC | | Series B Preferred Unit-holders | | Accumulated Other Comprehensive Loss | | Non-controlling Interests | | Total | | | Series A Preferred Unit-holders |
Balance at December 31, 2022 | $ | 8,413 | | | $ | 3,293 | | | $ | 611 | | | $ | (8) | | | $ | 237 | | | $ | 12,546 | | | | $ | 968 | |
Net income | 323 | | | 592 | | | 5 | | | — | | | 9 | | | 929 | | | | 23 | |
| | | | | | | | | | | | | | |
Redemption of Series B preferred units | (2) | | | (3) | | | (595) | | | — | | | — | | | (600) | | | | — | |
Distributions | (275) | | | (502) | | | (21) | | | — | | | (10) | | | (808) | | | | (23) | |
Contributions | — | | | 8 | | | — | | | — | | | — | | | 8 | | | | — | |
Other | — | | | — | | | — | | | 4 | | | 1 | | | 5 | | | | — | |
Balance at March 31, 2023 | $ | 8,459 | | | $ | 3,388 | | | $ | — | | | $ | (4) | | | $ | 237 | | | $ | 12,080 | | | | $ | 968 | |
Net income | 322 | | | 588 | | | — | | | — | | | 9 | | | 919 | | | | 23 | |
| | | | | | | | | | | | | | |
Distributions | (274) | | | (502) | | | — | | | — | | | (9) | | | (785) | | | | (23) | |
Contributions | — | | | 5 | | | — | | | — | | | — | | | 5 | | | | — | |
Other | 1 | | | 1 | | | — | | | — | | | — | | | 2 | | | | — | |
Balance at June 30, 2023 | $ | 8,508 | | | $ | 3,480 | | | $ | — | | | $ | (4) | | | $ | 237 | | | $ | 12,221 | | | | $ | 968 | |
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The accompanying notes are an integral part of these consolidated financial statements.
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. We are engaged in the gathering, transportation, storage and distribution of crude oil, refined products, other hydrocarbon-based products and renewables; the gathering, processing and transportation of natural gas; and the transportation, fractionation, storage and marketing of NGLs. MPLX’s principal executive office is located in Findlay, Ohio. MPLX was formed on March 27, 2012 as a Delaware limited partnership and completed its initial public offering on October 31, 2012.
MPLX’s business consists of two segments based on the nature of services it offers: Logistics and Storage (“L&S”), which relates primarily to crude oil, refined products, other hydrocarbon-based products and renewables; and Gathering and Processing (“G&P”), which relates primarily to natural gas and NGLs. See Note 8 for additional information regarding the operations and results of these segments.
Basis of Presentation
These 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 information derived from our audited annual financial statements, prepared in accordance with GAAP, has been condensed or omitted from these interim financial statements.
These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year.
MPLX’s consolidated financial statements include all majority-owned and controlled subsidiaries. For non-wholly owned consolidated subsidiaries, the interests owned by third parties have been recorded as Noncontrolling interests on the accompanying Consolidated Balance Sheets. Intercompany 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.
Certain prior period financial statement amounts have been reclassified to conform to current period presentation.
2. Accounting Standards and Disclosure Rules
Recently Adopted
During the first quarter of 2024, we adopted ASU 2023-01, Leases (Topic 842): Common Control Arrangements. The adoption of this ASU did not have a material impact on our financial statements or disclosures.
Not Yet Adopted
SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors
In March 2024, the SEC adopted rules under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which requires registrants to provide certain climate-related information in their annual reports. As part of the disclosures, material impacts from severe weather events and other natural conditions will be required in the audited financial statements. In April 2024, the SEC voluntarily stayed the rules pending judicial review. Pending the results of the judicial review, the disclosure requirements are effective for the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. We are evaluating the impact these rules will have on our disclosures and monitoring the status of the judicial review.
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued an ASU to update reportable segment disclosure requirements primarily by requiring enhanced disclosures about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact this ASU will have on our disclosures.
3. Acquisitions and Other Transactions
Whistler Joint Venture Transaction
On May 29, 2024, MPLX and its joint venture partner contributed their respective membership interest in Whistler Pipeline, LLC to a newly formed joint venture, WPC Parent, LLC, and issued a 19 percent voting interest in WPC Parent, LLC to an affiliate of Enbridge Inc. in exchange for the contribution of cash and the Rio Bravo Pipeline project (collectively, the “Whistler Joint Venture Transaction”). As a result of the transaction, MPLX’s voting interest in the joint venture was reduced from 37.5 percent to 30.4 percent. MPLX recognized a gain of $151 million and received a cash distribution of $134 million, recorded as a return of capital, related to the dilution of the ownership interest. The gain is included in Income from equity method investments on the accompanying consolidated statements of income and the return of capital is included in Investments - redemptions, repayments, return of capital and sales proceeds within the investing section of the accompanying consolidated statements of cash flows.
Utica Midstream Acquisition
On March 22, 2024, MPLX used $625 million of cash on hand to purchase additional ownership interest in existing joint ventures and gathering assets (“Utica Midstream Acquisition”), which will enhance our position in the Utica basin. Prior to the acquisition, we owned an indirect interest in Ohio Gathering Company L.L.C. (“OGC”) and a direct interest in Ohio Condensate Company L.L.C. (“OCC”) and now own a combined 73 percent interest in OGC, a 100 percent interest in OCC, and a 100 percent interest in a dry gas gathering system in the Utica basin, including 53 miles of gathering pipeline and three dehydration units with a combined capacity of approximately 620 MMcf/d. OGC continues to be accounted for as an equity method investment, as MPLX did not obtain control of OGC as a result of the transaction. The acquisition date fair value of our investment in OGC exceeded our portion of the underlying net assets of the joint venture by approximately $86 million. OCC was previously accounted for as an equity method investment, and it is now reflected as a consolidated subsidiary within our consolidated financial results. The results for the acquired business are reported within our G&P segment.
The acquisition was accounted for as a business combination requiring all the acquired assets and liabilities to be remeasured to fair value resulting in a consolidated fair value of net assets and liabilities of $625 million. The fair value includes $518 million related to acquired interests in the joint ventures and the remaining balance related to other acquired assets and liabilities. The revaluation of MPLX’s existing 62 percent equity method investment in OCC resulted in a $20 million gain, which is included in Other income within the accompanying consolidated statements of income. The fair value of equity method investments was based on a discounted cash flow model.
4. Investments and Noncontrolling Interests
The following table presents MPLX’s equity method investments at the dates indicated:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | Ownership as of | | Carrying value at |
| | | June 30, | | June 30, | | December 31, |
(In millions, except ownership percentages) | VIE | | 2024 | | 2024 | | 2023 |
L&S | | | | | | | |
Andeavor Logistics Rio Pipeline LLC | X | | 67% | | $ | 167 | | | $ | 171 | |
Illinois Extension Pipeline Company, L.L.C. | | | 35% | | 233 | | | 228 | |
LOOP LLC | | | 41% | | 315 | | | 314 | |
MarEn Bakken Company LLC(1) | | | 25% | | 533 | | | 449 | |
Minnesota Pipe Line Company, LLC | | | 17% | | 172 | | | 174 | |
WPC Parent, LLC(2) | | | 30% | | 232 | | | 214 | |
Other(3) | X | | | | 300 | | | 282 | |
Total L&S | | | | | 1,952 | | | 1,832 | |
G&P | | | | | | | |
Centrahoma Processing LLC | | | 40% | | 111 | | | 114 | |
MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C | X | | 67% | | 340 | | | 336 | |
MarkWest Utica EMG, L.L.C. | X | | 58% | | 709 | | | 676 | |
Ohio Gathering Company L.L.C.(4) | X | | 36% | | 496 | | | — | |
Rendezvous Gas Services, L.L.C. | X | | 78% | | 125 | | | 129 | |
Sherwood Midstream Holdings LLC | X | | 51% | | 107 | | | 113 | |
Sherwood Midstream LLC | X | | 50% | | 492 | | | 500 | |
Other | | | | | 41 | | | 43 | |
Total G&P | | | | | 2,421 | | | 1,911 | |
Total | | | | | $ | 4,373 | | | $ | 3,743 | |
(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, the “Bakken Pipeline system”).
(2) Reflects the dilution of MPLX’s ownership interest in Whistler Pipeline, LLC and the formation of a new entity, WPC Parent, LLC, as discussed in Note 3. The carrying value at June 30, 2024 represents our ownership in WPC Parent, LLC, and the carrying value at December 31, 2023 represents our ownership interest in Whistler Pipeline, LLC.
(3) Some investments included within Other have also been deemed to be VIEs.
(4) We acquired a 36 percent direct interest in OGC in the Utica Midstream Acquisition discussed in Note 3. We also hold a 37 percent indirect interest in OGC through our ownership interest in MarkWest Utica EMG, L.L.C.
For those entities that have been deemed to be 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, 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. As such, we have determined that these entities should not be consolidated and applied the equity method of accounting with respect to our investments in each entity.
MPLX’s maximum exposure to loss as a result of its involvement with equity method investments generally 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 six months ended June 30, 2024 and June 30, 2023. See Note 16 for information on our guarantees related to equity method investees.
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, gathering, 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; and 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 agreements. 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 we pay MPC a marketing fee in exchange for
assuming the commodity risk. In addition, MPLX has obligations to MPC for services provided to MPLX by MPC under omnibus and employee services type agreements as well as various other agreements.
During the second quarter of 2024, MPC exercised a five-year renewal option pursuant to the terms of an existing terminal services agreement with an initial term ending on March 31, 2026, with the term of the agreement now extending to 2031.The agreement includes both revenue and lease components. As a result of this renewal, minimum future rental payments on non-cancellable operating leases have increased $696 million, and minimum future undiscounted lease payment receipts under sales-type leases have increased $90 million. Future performance obligations for the revenue component of the agreement include variable consideration that is not required to be estimated.
Related Party Loan
MPLX is party to a loan agreement (the “MPC Loan Agreement”) with MPC. Under the terms of the MPC Loan Agreement, MPC extends loans to MPLX on a revolving basis as requested by MPLX and as agreed to by MPC. The borrowing capacity of the MPC Loan Agreement is $1.5 billion aggregate principal amount of all loans outstanding at any one time. The MPC Loan Agreement was renewed on July 31, 2024 and is now scheduled to expire, and borrowings under the loan agreement are scheduled to mature and become due and payable, on July 31, 2029, provided that MPC may demand payment of all or any portion of the outstanding principal amount of the loan, together with all accrued and unpaid interest and other amounts (if any), at any time prior to maturity. Borrowings under the MPC Loan Agreement bear interest at one-month term SOFR adjusted upward by 0.10 percent plus 1.25 percent or such lower rate as would be applicable to such loans under the MPLX Credit Agreement as discussed in Note 12.
There was no activity on the MPC Loan Agreement for the six months ended June 30, 2024.
Related Party Revenue
Related party sales to MPC primarily consist of crude oil and refined products pipeline services based on tariff or 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. Amounts earned under these agreements are classified as Other income - related parties in the Consolidated Statements of Income.
Certain product sales to MPC and other related parties net to zero within the consolidated financial statements as the transactions are recorded net due to the terms of the agreements under which such product was sold. For the three and six months ended June 30, 2024, these sales totaled $182 million and $384 million, respectively. For the three and six months ended June 30, 2023, these sales totaled $150 million and $348 million, respectively.
Related Party Expenses
MPC charges MPLX for executive management services and certain general and administrative services provided to MPLX under the terms of our omnibus agreements (“Omnibus charges”) and for certain employee services provided to MPLX under employee services agreements (“ESA charges”). Omnibus charges and ESA charges are classified as Rental cost of sales - related parties, Purchases - related parties, or General and administrative expenses depending on the nature of the asset or activity with which the costs are associated. 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.
For the three and six months ended June 30, 2024, General and administrative expenses incurred from MPC totaled $71 million and $144 million, respectively. For the three and six months ended June 30, 2023, General and administrative expenses incurred from MPC totaled $61 million and $125 million, respectively.
Some charges incurred under the omnibus, employee service and co-location agreements are related to engineering and construction 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 and six months ended June 30, 2024, these charges totaled $39 million and $80 million, respectively. For the three and six months ended June 30, 2023, these charges totaled $18 million and $28 million, respectively.
Related Party Assets and Liabilities
Assets and liabilities with related parties appearing in 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 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 received under these agreements (excluding payments received under agreements classified as sales-type leases) 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. Deficiency payments under agreements that have been classified as sales-type leases are recorded as a reduction against the corresponding lease receivable. In addition, capital projects MPLX undertakes at the request of MPC are reimbursed in cash and recognized as revenue over the remaining term of the applicable agreements or in some cases, as a contribution from MPC.
| | | | | | | | | | | |
(In millions) | June 30, 2024 | | December 31, 2023 |
Current assets - related parties | | | |
Receivables | $ | 570 | | | $ | 587 | |
Lease receivables | 164 | | | 149 | |
Prepaid | 14 | | | 5 | |
Other | — | | | 7 | |
Total | 748 | | | 748 | |
Noncurrent assets - related parties | | | |
Long-term lease receivables | 769 | | | 789 | |
Right of use assets | 226 | | | 227 | |
Unguaranteed residual asset | 141 | | | 126 | |
Long-term receivables | 24 | | | 19 | |
Total | 1,160 | | | 1,161 | |
Current liabilities - related parties | | | |
MPC Loan Agreement and other payables(1) | 255 | | | 278 | |
Deferred revenue | 88 | | | 81 | |
Operating lease liabilities | 1 | | | 1 | |
Total | 344 | | | 360 | |
Long-term liabilities - related parties | | | |
Long-term operating lease liabilities | 225 | | | 226 | |
Long-term deferred revenue | 100 | | | 99 | |
Total | $ | 325 | | | $ | 325 | |
(1) There were no borrowings outstanding on the MPC Loan Agreement as of June 30, 2024 or December 31, 2023.
6. Equity
The changes in the number of common units during the six months ended June 30, 2024 are summarized below:
| | | | | |
(In units) | Common Units |
Balance at December 31, 2023 | 1,003,498,875 | |
Unit-based compensation awards | 135,285 | |
Conversion of Series A preferred units | 21,078,998 | |
Units redeemed in unit repurchase program | (3,697,856) | |
Balance at June 30, 2024 | 1,021,015,302 | |
Unit Repurchase Program
On August 2, 2022, we announced the board authorization for the repurchase of up to $1 billion of MPLX common units held by the public. This unit repurchase authorization has no expiration date. We may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, accelerated unit repurchases, tender offers or open market solicitations for units, some of which may be effected through Rule 10b5-1 plans. The timing and amount of future repurchases, if any, will depend upon several factors, including market and business conditions, and such repurchases may be suspended, discontinued or restarted at any time.
Total unit repurchases were as follows for the respective periods:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
(In millions, except per unit data) | 2024 | | 2023 | | 2024 | | 2023 |
Number of common units repurchased | 2 | | | — | | | 4 | | | — | |
Cash paid for common units repurchased(1) | $ | 75 | | | $ | — | | | $ | 150 | | | $ | — | |
Average cost per unit(1) | $ | 41.10 | | | $ | — | | | $ | 40.56 | | | $ | — | |
(1) Cash paid for common units repurchased and average cost per unit includes commissions paid to brokers during the period.
As of June 30, 2024, we had $696 million remaining under the unit repurchase authorization.
Series A Redeemable Preferred Unit Conversions
During the three and six months ended June 30, 2024, certain Series A preferred unitholders exercised their rights to convert their Series A preferred units into approximately 11 million common units and 21 million common units, respectively. Approximately 6 million Series A preferred units remain outstanding as of June 30, 2024.
Redemption of the Series B Preferred Units
On February 15, 2023, MPLX exercised its right to redeem all 600,000 outstanding 6.875 percent Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Series B preferred units”). MPLX paid unitholders the Series B preferred unit redemption price of $1,000 per unit. MPLX made a final cash distribution of $21 million to Series B preferred unitholders on February 15, 2023, in conjunction with the redemption.
Distributions
On July 30, 2024, MPLX declared a cash distribution for the second quarter of 2024, totaling $868 million, or $0.850 per common unit. This distribution will be paid on August 16, 2024 to common unitholders of record on August 9, 2024. This rate will also be received by Series A preferred unitholders.
Quarterly distributions for 2024 and 2023 are summarized below:
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(Per common unit) | 2024 | | 2023 |
March 31, | $ | 0.850 | | | $ | 0.775 | |
June 30, | 0.850 | | | 0.775 | |
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The allocation of total quarterly cash distributions to common and preferred unitholders is as follows for the three and six months ended June 30, 2024 and June 30, 2023. Distributions, although earned, are not accrued until declared. 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.
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| Three Months Ended June 30, | | Six Months Ended June 30, |
(In millions) | 2024 | | 2023 | | 2024 | | 2023 |
Common and preferred unit distributions: | | | | | | | |
Common unitholders, includes common units of general partner | $ | 868 | | | $ | 776 | | | $ | 1,732 | | | $ | 1,552 | |
Series A preferred unit distributions | 5 | | | 23 | | | 15 | | | 46 | |
Series B preferred unit distributions(1) | — | | | — | | | — | | | 5 | |
Total cash distributions declared | $ | 873 | | | $ | 799 | | | $ | 1,747 | | | $ | 1,603 | |
(1) The six months ended June 30, 2023 includes the portion of the $21 million distribution paid to the Series B preferred unitholders on February 15, 2023 that was earned during the period prior to redemption.
7. Net Income Per Limited Partner Unit
Net income per unit applicable to common units is computed by dividing net income attributable to MPLX LP less income allocated to participating securities by the weighted average number of common units outstanding.
During the three and six months ended June 30, 2024 and June 30, 2023, MPLX had participating securities consisting of common units, certain equity-based compensation awards, Series A preferred units, and Series B preferred units and also 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 and six months ended June 30, 2024 and June 30, 2023 were less than 1 million.
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| Three Months Ended June 30, | | Six Months Ended June 30, |
(In millions, except per unit data) | 2024 | | 2023 | | 2024 | | 2023 |
Net income attributable to MPLX LP(1): | $ | 1,176 | | | $ | 933 | | | $ | 2,181 | | | $ | 1,876 | |
Less: Distributions declared on Series A preferred units | 5 | | | 23 | | | 15 | | | 46 | |
Distributions declared on Series B preferred units | — | | | — | | | — | | | 5 | |
Undistributed earnings allocated to participating securities | 4 | | | 4 | | | 7 | | | 8 | |
Impact of redemption of Series B preferred units | — | | | — | | | — | | | 5 | |
Net Income available to common unitholders | $ | 1,167 | | | $ | 906 | | | $ | 2,159 | | | $ | 1,812 | |
Weighted average units outstanding: | | | | | | | |
Basic | 1,019 | | | 1,001 | | | 1,013 | | | 1,001 | |
Diluted | 1,020 | | | 1,001 | | | 1,014 | | | 1,001 | |
Net income attributable to MPLX LP per limited partner unit: | | | | | | | |
Basic | $ | 1.15 | | | $ | 0.91 | | | $ | 2.13 | | | $ | 1.81 | |
Diluted | $ | 1.15 | | | $ | 0.91 | | | $ | 2.13 | | | $ | 1.81 | |
(1) Allocation of net income attributable to MPLX LP assumes all earnings for the period have been distributed based on the distribution priorities applicable to the period.
8. Segment Information
MPLX’s chief operating decision maker (“CODM”) is the chief executive officer of its general partner. The CODM reviews MPLX’s discrete financial information, makes operating decisions, assesses financial performance and allocates resources on a type of service basis. MPLX has two 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 – gathers, transports, stores and distributes crude oil, refined products, other hydrocarbon-based products and renewables. Also includes the operation of refining logistics, fuels distribution and inland marine businesses, terminals, rail facilities, and storage caverns.
•G&P – gathers, processes and transports natural gas; and transports, fractionates, stores and markets NGLs.
Our CODM 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) net interest and other financial costs; (iii) income/(loss) from equity method investments; (iv) distributions and adjustments related to equity method investments; (v) impairment expense; (vi) noncontrolling interests; and (vii) other adjustments, as applicable. These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment; or (iii) are not tied to the operational performance of the segment. Assets by segment are not a measure used to assess the performance of the Partnership by our CODM and thus are not reported in our disclosures.
The tables below present information about revenues and other income, Segment Adjusted EBITDA, capital expenditures and investments in unconsolidated affiliates for our reportable segments:
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| Three Months Ended June 30, | | Six Months Ended June 30, |
(In millions) | 2024 | | 2023 | | 2024 | | 2023 |
L&S | | | | | | | |
Service revenue | $ | 1,142 | | | $ | 1,060 | | | $ | 2,209 | | | $ | 2,093 | |
Rental income | 219 | | | 210 | | | 443 | | | 422 | |
Product related revenue | 4 | | | 3 | | | 9 | | | 8 | |
Sales-type lease revenue | 120 | | | 125 | | | 241 | | | 250 | |
Income from equity method investments | 260 | | | 82 | | | 349 | | | 153 | |
Other income | 30 | | | 18 | | | 80 | | | 32 | |
Total segment revenues and other income(1) | 1,775 | | | 1,498 | | | 3,331 | | | 2,958 | |
Segment Adjusted EBITDA(2) | 1,129 | | | 1,022 | | | 2,227 | | | 2,048 | |
Capital expenditures | 103 | | | 110 | | | 187 | | | 178 | |
Investments in unconsolidated affiliates(3) | 1 | | | 1 | | | 93 | | | 16 | |
G&P | | | | | | | |
Service revenue | 591 | | | 546 | | | 1,168 | | | 1,071 | |
Rental income | 56 | | | 52 | | | 109 | | | 103 | |
Product related revenue | 518 | | | 467 | | | 1,041 | | | 1,031 | |
Sales-type lease revenue | 34 | | | 33 | | | 68 | | | 67 | |
Income from equity method investments | 65 | | | 63 | | | 133 | | | 126 | |
Other income | 13 | | | 31 | | | 48 | | | 47 | |
Total segment revenues and other income(1) | 1,277 | | | 1,192 | | | 2,567 | | | 2,445 | |
Segment Adjusted EBITDA(2) | 524 | | | 509 | | | 1,061 | | | 1,002 | |
Capital expenditures | 106 | | | 143 | | | 232 | | | 266 | |
Investments in unconsolidated affiliates | $ | 34 | | | $ | 25 | | | $ | 61 | | | $ | 61 | |
(1) Within the total segment revenues and other income amounts presented above, third party revenues for the L&S segment were $376 million and $583 million for the three and six months ended June 30, 2024, respectively, and $187 million and $357 million for the three and six months ended June 30, 2023, respectively. Third party revenues for the G&P segment were $1,208 million and $2,420 million for the three and six months ended June 30, 2024, respectively, and $1,139 million and $2,305 million for the three and six months ended June 30, 2023, respectively.
(2) See below for the reconciliation from Segment Adjusted EBITDA to Net income.
(3) The six months ended June 30, 2024 includes a contribution of $92 million to Dakota Access to fund our share of a debt repayment by the joint venture.
The table below provides a reconciliation of Segment Adjusted EBITDA for reportable segments to Net income.
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| Three Months Ended June 30, | | Six Months Ended June 30, |
(In millions) | 2024 | | 2023 | | 2024 | | 2023 |
Reconciliation to Net income: | | | | | | | |
L&S Segment Adjusted EBITDA | $ | 1,129 | | | $ | 1,022 | | | $ | 2,227 | | | $ | 2,048 | |
G&P Segment Adjusted EBITDA | 524 | | | 509 | | | 1,061 | | | 1,002 | |
Total reportable segments | 1,653 | | | 1,531 | | | 3,288 | | | 3,050 | |
Depreciation and amortization(1) | (320) | | | (310) | | | (637) | | | (606) | |
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Net interest and other financial costs | (231) | | | (233) | | | (466) | | | (476) | |
Income from equity method investments | 325 | | | 145 | | | 482 | | | 279 | |
Distributions/adjustments related to equity method investments | (218) | | | (190) | | | (418) | | | (343) | |
Adjusted EBITDA attributable to noncontrolling interests | 11 | | | 10 | | | 22 | | | 20 | |
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Other(2) | (34) | | | (11) | | | (70) | | | (30) | |
Net income | $ | 1,186 | | | $ | 942 | | | $ | 2,201 | | | $ | 1,894 | |
(1) Depreciation and amortization attributable to L&S was $131 million and $261 million for the three and six months ended June 30, 2024, respectively, and $140 million and $269 million for the three and six months ended June 30, 2023, respectively. Depreciation and amortization attributable to G&P was $189 million and $376 million for the three and six months ended June 30, 2024, respectively, and $170 million and $337 million for the three and six months ended June 30, 2023, respectively.
(2) Includes unrealized derivative gain/(loss), equity-based compensation, provision for income taxes, and other miscellaneous items.
9. Property, Plant and Equipment
Property, plant and equipment with associated accumulated depreciation is shown below:
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| | | June 30, 2024 | | December 31, 2023 |
(In millions) | | | Gross PP&E | | Accumulated Depreciation | | Net PP&E | | Gross PP&E | | Accumulated Depreciation | | Net PP&E |
L&S | | | $ | 12,923 | | | $ | 4,279 | | | $ | 8,644 | | | $ | 12,779 | | | $ | 4,037 | | | $ | 8,742 | |
G&P | | | 14,935 | | | 4,393 | | | 10,542 | | | 14,606 | | | 4,084 | | | 10,522 | |
Total | | | $ | 27,858 | | | $ | 8,672 | | | $ | 19,186 | | | $ | 27,385 | | | $ | 8,121 | | | $ | 19,264 | |
10. Fair Value Measurements
Fair Values – Recurring
The following table presents the impact on the Consolidated Balance Sheets of MPLX’s financial instruments carried at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 by fair value hierarchy level.
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| June 30, 2024 | | December 31, 2023 |
(In millions) | Asset | | Liability | | Asset | | Liability |
Commodity contracts (Level 2) | | | | | | | |
Other current assets / Other current liabilities | $ | — | | | $ | 2 | | | $ | — | | | $ | — | |
Embedded derivatives in commodity contracts (Level 3) | | | | | | | |
Other current assets / Other current liabilities | — | | | 12 | | | — | | | 11 | |
Other noncurrent assets / Other long-term liabilities | — | | | 57 | | | — | | | 50 | |
Total carrying value in Consolidated Balance Sheets | $ | — | | | $ | 71 | | | $ | — | | | $ | 61 | |
Level 2 instruments include over-the-counter fixed swaps to mitigate the price risk from our sales of propane under certain percent-of-proceeds and keep-whole arrangements. The swap valuations are based on observable inputs in the form of forward prices based on Mont Belvieu propane forward spot prices and contain no significant unobservable inputs.
Level 3 instruments relate to an embedded derivative liability for 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 $0.67 to $1.58 per gallon with a weighted average of $0.85 per gallon and (2) a 100 percent probability of renewal for the five-year renewal 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.
Changes in Level 3 Fair Value Measurements
The following table is a reconciliation of the net beginning and ending balances recorded for net liabilities classified as Level 3 in the fair value hierarchy.
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| Three Months Ended June 30, | | Six Months Ended June 30, |
(In millions) | 2024 | | 2023 | | 2024 | | 2023 |
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Beginning balance | $ | (69) | | | $ | (58) | | | $ | (61) | | | $ | (61) | |
Unrealized and realized (loss)/gain included in Net Income(1) | (3) | | | 3 | | | (15) | | | 3 | |
Settlements | 3 | | | 2 | | | 7 | | | 5 | |
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Ending balance | $ | (69) | | | $ | (53) | | | $ | (69) | | | $ | (53) | |
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The amount of total loss for the period included in earnings attributable to the change in unrealized (loss)/gain relating to liabilities still held at end of period | $ | (4) | | | $ | 3 | | | $ | (14) | | | $ | 3 | |
(1) (Loss)/gain on derivatives embedded in commodity contracts are recorded in Purchased product costs in the Consolidated Statements of Income.
Fair Values – Non-recurring
Non-recurring fair value measurements and disclosures in 2024 relate to the Whistler Joint Venture Transaction and the purchase of additional ownership interest in existing joint ventures and gathering assets as discussed in Note 3.
Fair Values – Reported
We believe the carrying value of our other financial instruments, including cash and cash equivalents, receivables, receivables from related parties, lease receivables, lease receivables from related parties, accounts payable, and payables to related parties, approximate fair value. MPLX’s fair value assessment incorporates a variety of considerations, including the duration of the instruments, MPC’s investment-grade credit rating, and the historical incurrence of and expected future insignificance of bad debt expense, which includes an evaluation of counterparty credit risk. 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 11).
The fair value of MPLX’s debt is estimated based on prices from recent trade activity and is categorized in Level 3 of the fair value hierarchy. The following table summarizes the fair value and carrying value of our third-party debt, excluding finance leases and unamortized debt issuance costs:
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| June 30, 2024 | | December 31, 2023 |
(In millions) | Fair Value | | Carrying Value | | Fair Value | | Carrying Value |
Outstanding debt(1) | $ | 20,693 | | | $ | 22,198 | | | $ | 19,377 | | | $ | 20,547 | |
(1) Any amounts outstanding under the MPC Loan Agreement are not included in the table above, as the carrying value approximates fair value. This balance is reflected in Current liabilities - related parties in the Consolidated Balance Sheets.
11. Derivatives
As of June 30, 2024, MPLX had the following outstanding commodity contracts that were executed to manage the price risk associated with sales of propane under certain percent-of-proceeds and keep-whole arrangements during 2024. Any gains or losses on these contracts are recorded in earnings through Product sales in the Consolidated Statements of Income:
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Derivative contracts not designated as hedging instruments | | Financial Position | | Notional Quantity |
Propane (gal) | | Short | | 28,904,000 | |
Embedded Derivative - MPLX has a natural gas purchase commitment embedded in a keep-whole processing agreement with a producer customer in the Southern Appalachia region expiring in December 2027. The customer has the unilateral option to extend the agreement for one five-year term through December 2032. For accounting purposes, the natural gas purchase commitment and the term extending option have been aggregated into a single compound embedded derivative. The probability of the customer exercising its option 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 in the Consolidated Statements of Income. For further information regarding the fair value measurement of derivative instruments, see Note 10. As of June 30, 2024 and December 31, 2023, the estimated fair value of this contract was a liability of $69 million and $61 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 June 30, 2024 and December 31, 2023, there were no derivative assets or liabilities that were offset in the Consolidated Balance Sheets.
We make a distinction between realized or unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, changes in the fair value of the derivative are recorded as an unrealized gain or loss. When a derivative contract matures or is settled, the previously recorded unrealized gain or loss is reversed, and the realized gain or loss of the contract is recorded. The impact of MPLX’s derivative contracts not designated as hedging instruments and the location of gains and losses recognized in the Consolidated Statements of Income is summarized below:
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| Three Months Ended June 30, | | Six Months Ended June 30, |
(In millions) | 2024 | | 2023 | | 2024 | | 2023 |
Product sales: | | | | | | | |
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Unrealized (loss)/gain | $ | (2) | | | $ | 8 | | | $ | (2) | | | $ | 10 | |
Product sales derivative (loss)/gain | (2) | | | 8 | | | (2) | | | 10 | |
Purchased product costs: | | | | | | | |
Realized loss | (3) | | | (2) | | | (7) | | | (5) | |
Unrealized gain/(loss) | — | | | 5 | | | (8) | | | 8 | |
Purchased product cost derivative (loss)/gain | (3) | | | 3 | | | (15) | | | 3 | |
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Total derivative (loss)/gain included in Net income | $ | (5) | | | $ | 11 | | | $ | (17) | | | $ | 13 | |
12. Debt
MPLX’s outstanding borrowings consist of the following:
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(In millions) | June 30, 2024 | | December 31, 2023 |
MPLX LP: | | | |
MPLX Credit Agreement | $ | — | | | $ | — | |
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Fixed rate senior notes | 22,307 | | | 20,657 | |
Consolidated subsidiaries: | | | |
MarkWest | 12 | | | 12 | |
ANDX | 31 | | | 31 | |
Finance lease obligations | 6 | | | 6 | |
Total | 22,356 | | | 20,706 | |
Unamortized debt issuance costs | (132) | | | (122) | |
Unamortized discount | (152) | | | (153) | |
Amounts due within one year | (2,827) | | | (1,135) | |
Total long-term debt due after one year | $ | 19,245 | | | $ | 19,296 | |
Credit Agreement
MPLX’s credit agreement (the “MPLX Credit Agreement”) matures in July 2027 and, among other things, provides for a $2 billion unsecured revolving credit facility and letter of credit issuing capacity under the facility of up to $150 million. Letter of credit issuing capacity is included in, not in addition to, the $2 billion borrowing capacity. Borrowings under the MPLX Credit Agreement bear interest, at MPLX’s election, at either the Adjusted Term SOFR or the Alternate Base Rate, both as defined in the MPLX Credit Agreement, plus an applicable margin.
There was no activity on the MPLX Credit Agreement during the six months ended June 30, 2024.
Fixed Rate Senior Notes
MPLX’s senior notes, including those issued by consolidated subsidiaries, consist of various series of senior notes maturing between 2024 and 2058 with interest rates ranging from 1.750 percent to 5.650 percent. Interest on each series of notes is payable semi-annually in arrears on various dates depending on the series of the notes.
On May 20, 2024, MPLX issued $1.65 billion aggregate principal amount of 5.50 percent senior notes due 2034 (the “2034 Senior Notes”) in an underwritten public offering. The 2034 Senior Notes were offered at a price to the public of 98.778 percent of par, with interest payable semi-annually in arrears, commencing on December 1, 2024. MPLX intends to use the net proceeds from the issuance of the 2034 Senior Notes to repay, redeem, or otherwise retire some or all of (i) MPLX’s outstanding $1,149 million aggregate principal amount of 4.875 percent senior notes due December 2024, (ii) MarkWest’s outstanding $1 million aggregate principal amount of 4.875 percent senior notes due December 2024 and (iii) MPLX’s outstanding $500 million aggregate principal amount of 4.000 percent senior notes due February 2025, and in the interim may use such net proceeds for general partnership purposes.
13. Net Interest and Other Financial Costs
Net interest and other financial costs were as follows:
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| | Three Months Ended June 30, | | Six Months Ended June 30, |
(In millions) | | 2024 | | 2023 | | 2024 | | 2023 |
Interest expense | | $ | 238 | | | $ | 230 | | | $ | 466 | | | $ | 457 | |
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