MPLX LP [MPLX] Filings

10-Q 1 mplx-20230630.htm 10-Q mplx-20230630

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 June 30, 2023


☐			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) 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

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 1,001,216,867 common units outstanding as of July 26, 2023.

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		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 and Series A Preferred Units (Unaudited)	7
	Notes to Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	43
Item 4.	Controls and Procedures	44

PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45

Item 5.	Other Information	45
Item 6.	Exhibits	46
	Signatures	47

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.

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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

Barrel			One stock tank barrel, or 42 U.S. gallons of liquid volume, used in reference to crude oil or other liquid hydrocarbons


Btu			One British thermal unit, an energy measurement

DCF (a non-GAAP financial measure)			Distributable Cash Flow

EBITDA (a non-GAAP financial measure)			Earnings Before Interest, Taxes, Depreciation and Amortization


FASB			Financial Accounting Standards Board
FCF (a non-GAAP financial measure)			Free Cash Flow
GAAP			Accounting principles generally accepted in the United States of America




G&P			Gathering and Processing segment
L&S			Logistics and Storage segment
mbpd			Thousand barrels per day

MMBtu			One million British thermal units, an energy measurement
MMcf/d			One million cubic feet of natural gas per day
NGL			Natural gas liquids, such as ethane, propane, butanes and natural gasoline





SEC			U.S. 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)	2023		2022		2023		2022
Revenues and other income:
Service revenue	$	635	$	577	$	1,240	$	1,131
Service revenue - related parties	971		938		1,924		1,853
Service revenue - product related	60		118		139		241
Rental income	59		102		120		193
Rental income - related parties	203		198		405		363
Product sales	376		698		796		1,195
Product sales - related parties	34		51		104		96

Sales-type lease revenue	33		—		67		—
Sales-type lease revenue - related parties	125		114		250		225
Income from equity method investments	145		111		279		210
Other income (loss)	18		6		21		(11)
Other income - related parties	31		27		58		54
Total revenues and other income	2,690		2,940		5,403		5,550
Costs and expenses:
Cost of revenues (excludes items below)	348		323		656		610
Purchased product costs	354		663		760		1,130
Rental cost of sales	20		42		40		79
Rental cost of sales - related parties	9		19		16		34
Purchases - related parties	357		351		718		670
Depreciation and amortization	310		310		606		623

General and administrative expenses	89		82		178		160

Other taxes	28		33		58		67
Total costs and expenses	1,515		1,823		3,032		3,373
Income from operations	1,175		1,117		2,371		2,177
Related-party interest and other financial costs	—		1		—		5
Interest expense, net of amounts capitalized	226		212		450		410
Other financial costs	7		20		26		40
Income before income taxes	942		884		1,895		1,722
Provision for income taxes	—		—		1		5
Net income	942		884		1,894		1,717
Less: Net income attributable to noncontrolling interests	9		9		18		17

Net income attributable to MPLX LP	933		875		1,876		1,700
Less: Series A preferred unitholders interest in net income	23		21		46		42
Less: Series B preferred unitholders interest in net income	—		10		5		21
Limited partners' interest in net income attributable to MPLX LP	$	910	$	844	$	1,825	$	1,637
Per Unit Data (See Note 6)
Net income attributable to MPLX LP per limited partner unit:
Common - basic	$	0.91	$	0.83	$	1.81	$	1.61
Common - diluted	$	0.91	$	0.83	$	1.81	$	1.61
Weighted average limited partner units outstanding:
Common - basic	1,001		1,012		1,001		1,013
Common - diluted	1,001		1,012		1,001		1,014

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 June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Net income	$	942	$	884	$	1,894	$	1,717
Other comprehensive income, net of tax:
Remeasurements of pension and other postretirement benefits related to equity method investments, net of tax	—		—		4		9
Comprehensive income	942		884		1,898		1,726
Less comprehensive income attributable to:
Noncontrolling interests	9		9		18		17

Comprehensive income attributable to MPLX LP	$	933	$	875	$	1,880	$	1,709

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

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MPLX LP

Consolidated Balance Sheets (Unaudited)


(In millions)	June 30, 2023		December 31, 2022
Assets

Cash and cash equivalents	$	755	$	238

Receivables, net	717		737
Current assets - related parties	654		729
Inventories	146		148

Other current assets	49		53
Total current assets	2,321		1,905
Equity method investments	4,124		4,095
Property, plant and equipment, net	18,692		18,848
Intangibles, net	641		705
Goodwill	7,645		7,645
Right of use assets, net	281		283
Noncurrent assets - related parties	1,199		1,225
Other noncurrent assets	970		959
Total assets	35,873		35,665

Liabilities

Accounts payable	128		224
Accrued liabilities	241		269



Current liabilities - related parties	336		343
Accrued property, plant and equipment	149		128

Long-term debt due within one year	1		988
Accrued interest payable	247		237
Operating lease liabilities	49		46

Other current liabilities	165		166
Total current liabilities	1,316		2,401
Long-term deferred revenue	268		219
Long-term liabilities - related parties	341		338
Long-term debt	20,405		18,808
Deferred income taxes	13		13
Long-term operating lease liabilities	228		230
Other long-term liabilities	113		142
Total liabilities	22,684		22,151
Commitments and contingencies (see Note 14)
Series A preferred units (30 million and 30 million units issued and outstanding)	968		968

Equity
Common unitholders - public (354 million and 354 million units issued and outstanding)	8,508		8,413

Common unitholders - MPC (647 million and 647 million units issued and outstanding)	3,480		3,293


Series B preferred units (0 and 0.6 million units issued and outstanding)	—		611

Accumulated other comprehensive loss	(4)		(8)
Total MPLX LP partners’ capital	11,984		12,309
Noncontrolling interests	237		237
Total equity	12,221		12,546
Total liabilities, preferred units and equity	$	35,873	$	35,665

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

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MPLX LP

Consolidated Statements of Cash Flows (Unaudited)


	Six Months Ended June 30,
(In millions)	2023		2022
Operating activities:
Net income	$	1,894	$	1,717
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred financing costs	29		36
Depreciation and amortization	606		623

Deferred income taxes	(1)		4


(Gain)/loss on disposal of assets	(13)		16
Income from equity method investments	(279)		(210)
Distributions from unconsolidated affiliates	331		258
Change in fair value of derivatives	(18)		(16)
Changes in:
Receivables	54		(131)
Inventories	(7)		(15)
Accounts payable and accrued liabilities	(95)		253
Assets/liabilities - related parties	123		—

Right of use assets/operating lease liabilities	2		—
Deferred revenue	35		41
All other, net	3		36
Net cash provided by operating activities	2,664		2,612
Investing activities:
Additions to property, plant and equipment	(432)		(294)
Acquisitions, net of cash acquired	—		(28)
Disposal of assets	18		67

Investments in unconsolidated affiliates	(77)		(156)



Net cash used in investing activities	(491)		(411)
Financing activities:
Long-term debt borrowings	1,589		2,385
Long-term debt repayments	(1,001)		(1,201)
Related party debt borrowings	—		2,824
Related party debt repayments	—		(4,274)
Debt issuance costs	(15)		(16)

Unit repurchases	—		(135)
Redemption of Series B preferred units	(600)		—




Distributions to noncontrolling interests	(19)		(19)
Distributions to Series A preferred unitholders	(46)		(42)
Distributions to Series B preferred unitholders	(21)		(21)
Distributions to unitholders and general partner	(1,553)		(1,430)

Contributions from MPC	13		17

All other, net	(3)		(4)
Net cash used in financing activities	(1,656)		(1,916)
Net change in cash, cash equivalents and restricted cash	517		285
Cash, cash equivalents and restricted cash at beginning of period	238		13
Cash, cash equivalents and restricted cash at end of period	$	755	$	298

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

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MPLX LP

Consolidated Statements of Equity and Series A Preferred Units (Unaudited)


	Partnership
(In millions)	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
Unit repurchases	—		—		—		—		—		—		—


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




















Balance at December 31, 2021	$	8,579	$	2,638	$	611	$	(17)	$	241	$	12,052	$	965

Net income	287		506		11		—		8		812		21
Unit repurchases	(100)		—		—		—		—		(100)		—


Distributions	(260)		(456)		(21)		—		(9)		(746)		(21)
Contributions	—		10		—		—		—		10		—

Other	(1)		—		—		9		—		8		—







Balance at March 31, 2022	$	8,505	$	2,698	$	601	$	(8)	$	240	$	12,036	$	965

Net income	304		540		10		—		9		863		21
Unit repurchases	(35)		—		—		—		—		(35)		—


Distributions	(257)		(457)		—		—		(10)		(724)		(21)
Contributions	—		2		—		—		—		2		—

Other	1		1		—		—		—		2		—







Balance at June 30, 2022	8,518		2,784		611		(8)		239		12,144		965

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. 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 7 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, 2022. The results of operations for the three and six months ended June 30, 2023 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.

2. Accounting Standards

Not Yet Adopted

ASU 2023-01, Leases (Topic 842): Common Control Arrangements

In March 2023, the FASB issued an ASU to amend certain provisions of ASC 842 that apply to arrangements between related parties under common control. The ASU amends the accounting for the amortization period of leasehold improvements in common-control leases for all entities and requires certain disclosures when the lease term is shorter than the useful life of the asset. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. We do not expect the application of this ASU to have a material impact on our consolidated financial statements or financial disclosures.

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3. 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	2023	2023		2022
L&S
Andeavor Logistics Rio Pipeline LLC	X	67%	$	176	$	177
Illinois Extension Pipeline Company, L.L.C.		35%	241		236
LOOP LLC		41%	296		287
MarEn Bakken Company LLC(1)		25%	460		475
Minnesota Pipe Line Company, LLC		17%	176		178
Whistler Pipeline LLC		38%	213		211
Other(2)	X		289		269
Total L&S			1,851		1,833
G&P
Centrahoma Processing LLC		40%	123		131
MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C	X	67%	344		335
MarkWest Torñado GP, L.L.C.	X	60%	310		306
MarkWest Utica EMG, L.L.C.	X	58%	693		669
Rendezvous Gas Services, L.L.C.	X	78%	133		137
Sherwood Midstream Holdings LLC	X	51%	119		125
Sherwood Midstream LLC	X	50%	507		512
Other(2)	X		44		47
Total G&P			2,273		2,262
Total			$	4,124	$	4,095

(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) Some investments included within Other have also been deemed to be VIEs.

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 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, 2023. See Note 14 for information on our Guarantees related to indebtedness of equity method investees.

4. 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; 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

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MPC for services provided to MPLX by MPC under omnibus and employee services-type agreements as well as other agreements.

During the second quarter of 2023, several terminal and storage services agreements with MPC were amended for certain items, including exercise of a five-year renewal option, with terms now extending to 2028.

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 is scheduled to expire, and borrowings under the loan agreement are scheduled to mature and become due and payable on July 31, 2024, 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 11.

There was no activity on the MPC Loan Agreement for the six months ended June 30, 2023.

Related Party Revenue

Related party sales to MPC primarily consist of crude oil and refined products pipeline and trucking transportation 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, 2023, these sales totaled $150 million and $348 million, respectively. For the three and six months ended June 30, 2022, these sales totaled $281 million and $574 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, 2023, General and administrative expenses incurred from MPC totaled $61 million and $125 million, respectively. For the three and six months ended June 30, 2022, General and administrative expenses incurred from MPC totaled $58 million and $113 million, respectively.

Some charges incurred under the omnibus and employee service 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 and six months ended June 30, 2023, these charges totaled $18 million and $28 million, respectively. For the three and six months ended June 30, 2022, these charges totaled $19 million and $38 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

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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, 2023		December 31, 2022
Current assets - related parties
Receivables	$	510	$	610
Lease receivables	129		111
Prepaid	10		5
Other	5		3
Total	654		729
Noncurrent assets - related parties
Long-term lease receivables	844		883
Right of use assets	228		228
Unguaranteed residual asset	105		87
Long-term receivables	22		27
Total	1,199		1,225
Current liabilities - related parties
MPC loan agreement and other payables(1)	254		262
Deferred revenue	81		80
Operating lease liabilities	1		1
Total	336		343
Long-term liabilities - related parties
Long-term operating lease liabilities	226		228
Long-term deferred revenue	115		110
Total	$	341	$	338

(1) There were no borrowings outstanding on the MPC Loan Agreement as of June 30, 2023 or December 31, 2022.

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.

5. Equity

The changes in the number of common units during the six months ended June 30, 2023 are summarized below:

(In units)

Common Units

Balance at December 31, 2022

1,001,020,616

Unit-based compensation awards

148,267

Balance at June 30, 2023

1,001,168,883

Unit Repurchase Program

On August 2, 2022, we announced the board authorization for the repurchase of up to an additional $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 discontinued at any time.

No units were repurchased during the three or six months ended June 30, 2023. As of June 30, 2023, we had $846 million remaining under the unit repurchase authorization.

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Redemption of the Series B Preferred Units

On February 15, 2023, MPLX exercised its right to redeem all 600,000 outstanding units of 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.

Distributions on the Series B preferred units were 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. In accordance with these terms, MPLX made a final cash distribution of $21 million to Series B preferred unitholders on February 15, 2023, in conjunction with the redemption.

The changes in the Series B preferred unit balance during the six months ended June 30, 2023 and June 30, 2022 are included in the Consolidated Statements of Equity within Series B preferred units.

Distributions

On July 25, 2023, MPLX declared a cash distribution for the second quarter of 2023, totaling $776 million, or $0.775 per common unit. This distribution will be paid on August 14, 2023 to common unitholders of record on August 4, 2023. This rate will also be received by Series A preferred unitholders.

Quarterly distributions for 2023 and 2022 are summarized below:


(Per common unit)	2023		2022
March 31,	$	0.775	$	0.705
June 30,	0.775		0.705

The allocation of total quarterly cash distributions to limited and preferred unitholders is as follows for the three and six months ended June 30, 2023 and June 30, 2022. 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.


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Common and preferred unit distributions:
Common unitholders, includes common units of general partner	$	776	$	714	$	1,552	$	1,427

Series A preferred unit distributions	23		21		46		42
Series B preferred unit distributions(1)	—		10		5		21
Total cash distributions declared	$	799	$	745	$	1,603	$	1,490

(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.

6. 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, 2023 and June 30, 2022, 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, 2023 and June 30, 2022 were less than 1 million.

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	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Net income attributable to MPLX LP	$	933	$	875	$	1,876	$	1,700
Less: Distributions declared on Series A preferred units	23		21		46		42

Distributions declared on Series B preferred units	—		10		5		21
Limited partners’ distributions declared on MPLX common units (including common units of general partner)	776		714		1,552		1,427

Undistributed net gain attributable to MPLX LP	$	134	$	130	$	273	$	210


	Three Months Ended June 30, 2023
(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	$	776	$	23	$	799
Undistributed net gain attributable to MPLX LP	130		4		134
Net income attributable to MPLX LP(1)	906		$	27	933


Weighted average units outstanding:
Basic	1,001
Diluted	1,001
Net income attributable to MPLX LP per limited partner unit:
Basic	$	0.91
Diluted	$	0.91

(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 June 30, 2022
(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	$	714	$	21	$	10	$	745
Undistributed net gain attributable to MPLX LP	126		4		—		130
Net income attributable to MPLX LP(1)	$	840	$	25	$	10	$	875
Weighted average units outstanding:
Basic	1,012
Diluted	1,012
Net income attributable to MPLX LP per limited partner unit:
Basic	$	0.83
Diluted	$	0.83

(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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	Six Months Ended June 30, 2023
(In millions, except per unit data)	Limited Partners’ Common Units		Series A Preferred Units		Series B Preferred Units		Total
Basic and diluted net income attributable to MPLX LP per unit
Net income attributable to MPLX LP:
Distributions declared	$	1,552	$	46	$	5	$	1,603
Undistributed net gain attributable to MPLX LP	265		8		—		273
Net income attributable to MPLX LP(1)	1,817		$	54	$	5	1,876
Impact of redemption of Series B preferred units	(5)						(5)
Income available to common unitholders	$	1,812					$	1,871
Weighted average units outstanding:
Basic	1,001
Diluted	1,001
Net income attributable to MPLX LP per limited partner unit:
Basic	1.81
Diluted	1.81

(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.


	Six Months Ended June 30, 2022
(In millions, except per unit data)	Limited Partners’ Common Units		Series A Preferred Units		Series B Preferred Units		Total
Basic and diluted net income attributable to MPLX LP per unit
Net income attributable to MPLX LP:
Distributions declared	$	1,427	$	42	$	21	$	1,490
Undistributed net gain attributable to MPLX LP	204		6		—		210
Net income attributable to MPLX LP(1)	$	1,631	$	48	$	21	$	1,700
Weighted average units outstanding:
Basic	1,013
Diluted	1,014
Net income attributable to MPLX LP per limited partner unit:
Basic	$	1.61
Diluted	$	1.61

(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. 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) interest and other financial costs; (iii) income/(loss) from equity method investments; (iv) distributions and adjustments related to equity method investments; (v) gain on sales-type leases; (vi) impairment expense; (vii) noncontrolling interests; and (viii) 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

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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:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
L&S
Service revenue	$	1,060	$	1,010	$	2,093	$	1,993
Rental income	210		208		422		383
Product related revenue	3		7		8		11
Sales-type lease revenue	125		114		250		225
Income from equity method investments	82		59		153		111
Other income	18		22		32		34
Total segment revenues and other income(1)	1,498		1,420		2,958		2,757
Segment Adjusted EBITDA(2)	1,022		966		2,048		1,870
Capital expenditures	110		81		178		158
Investments in unconsolidated affiliates	1		10		16		78
G&P
Service revenue	546		505		1,071		991
Rental income	52		92		103		173
Product related revenue	467		860		1,031		1,521
Sales-type lease revenue	33		—		67		—
Income from equity method investments	63		52		126		99
Other income	31		11		47		9
Total segment revenues and other income(1)	1,192		1,520		2,445		2,793
Segment Adjusted EBITDA(2)	509		491		1,002		980
Capital expenditures	143		95		266		190
Investments in unconsolidated affiliates	$	25	$	36	$	61	$	78

(1) Within the total segment revenues and other income amounts presented above, third party revenues for the L&S segment were $187 million and $357 million for the three and six months ended June 30, 2023, respectively, and $158 million and $293 million for the three and six months ended June 30, 2022, respectively. Third party revenues for the G&P segment were $1,139 million and $2,305 million for the three and six months ended June 30, 2023, respectively, and $1,454 million and $2,666 million for the three and six months ended June 30, 2022, respectively.

(2) See below for the reconciliation from Segment Adjusted EBITDA to Net income.

The table below provides a reconciliation of Segment Adjusted EBITDA for reportable segments to Net income.


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Reconciliation to Net income:
L&S Segment Adjusted EBITDA	$	1,022	$	966	$	2,048	$	1,870
G&P Segment Adjusted EBITDA	509		491		1,002		980
Total reportable segments	1,531		1,457		3,050		2,850
Depreciation and amortization(1)	(310)		(310)		(606)		(623)
Interest and other financial costs	(233)		(233)		(476)		(455)
Income from equity method investments	145		111		279		210
Distributions/adjustments related to equity method investments	(190)		(152)		(343)		(284)
Adjusted EBITDA attributable to noncontrolling interests	10		10		20		19
Other(2)	(11)		1		(30)		—
Net income	$	942	$	884	$	1,894	$	1,717

(1) Depreciation and amortization attributable to L&S was $140 million and $269 million for the three and six months ended June 30, 2023, respectively, and $129 million and $259 million for the three and six months ended June 30, 2022, respectively. Depreciation and amortization attributable to G&P was $170 million and $337 million for the three and six months ended June 30, 2023, respectively, and $181 million and $364 million for the three and six months ended June 30, 2022, respectively.

(2) Includes unrealized derivative gain/(loss), non-cash equity-based compensation, provision for income taxes, and other miscellaneous items.

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8. Property, Plant and Equipment

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


	June 30, 2023						December 31, 2022
(In millions)	Gross PP&E		Accumulated Depreciation		Net PP&E		Gross PP&E		Accumulated Depreciation		Net PP&E
L&S	$	12,575	$	3,801	$	8,774	$	12,416	$	3,554	$	8,862
G&P	13,711		3,793		9,918		13,495

MPLX LP [MPLX] Filings
MPLX LP [MPLXP] Filings
10-Q	[2023-08-01]
10-Q	[2023-05-02]
10-K	[2023-02-23]
10-Q	[2022-11-01]
10-Q	[2022-08-02]
10-Q	[2022-05-03]
10-K	[2022-02-24]
10-Q	[2021-11-02]
10-Q	[2021-08-04]
10-Q	[2021-05-06]
10-K	[2021-02-26]
10-Q	[2020-11-06]
10-Q	[2020-08-03]
10-Q	[2020-05-07]
10-K	[2020-02-28]
10-Q	[2019-11-04]
10-Q	[2019-08-05]
10-Q	[2019-05-09]
10-K	[2019-02-28]
10-Q	[2018-11-05]
10-Q	[2018-08-06]
10-Q	[2018-04-30]
10-K	[2018-02-28]
10-Q	[2017-10-30]
10-Q	[2017-08-03]
10-Q	[2017-05-01]
10-K	[2017-02-24]
10-Q	[2016-10-31]
10-Q	[2016-08-03]
10-Q	[2016-05-02]
10-K	[2016-02-26]
10-Q	[2015-11-02]
10-Q	[2015-08-03]
10-Q	[2015-05-04]
10-K	[2015-02-27]
10-Q	[2014-11-03]
10-Q	[2014-08-04]
10-Q	[2014-05-05]
10-K	[2014-02-28]
10-Q	[2013-11-07]
10-Q	[2013-08-08]
10-Q	[2013-05-09]
10-K	[2013-03-25]
10-Q	[2012-12-06]
S-1	[2012-07-02]

MPLX LP [MPLX] Filings

MPLX LP [MPLXP] Filings