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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _____________________________________________
FORM 10-Q
 ____________________________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
OR
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)
 _____________________________________________
Delaware27-0005456
(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)
 _____________________________________________
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 InterestsMPLXNew 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 filerxAccelerated filerNon-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 1,016,195,695 common units outstanding as of April 26, 2024.


Table of Contents
 Page
Item 1.   
Item 2.   
Item 3.   
Item 4.   
Item 1.   
Item 1A.
Item 2.   
Item 5.
Item 6.
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.
1

Glossary of Terms
The abbreviations, acronyms and industry terminology used in this report are defined as follows:
ASCAccounting Standards Codification
ASUAccounting Standards Update
barrelOne stock tank barrel, or 42 United States gallons of liquid volume, used in reference to crude oil or other liquid hydrocarbons
DCF (a non-GAAP financial measure)Distributable Cash Flow
EBITDA (a non-GAAP financial measure)Earnings Before Interest, Taxes, Depreciation and Amortization
FASBFinancial Accounting Standards Board
FCF (a non-GAAP financial measure)Free Cash Flow
GAAPAccounting principles generally accepted in the United States of America
G&PGathering and Processing segment
L&SLogistics and Storage segment
mbpdThousand barrels per day
MMBtuOne million British thermal units, an energy measurement
MMcf/dOne million cubic feet per day
NGLNatural gas liquids, such as ethane, propane, butanes and natural gasoline
SECUnited States Securities and Exchange Commission
SOFRSecured Overnight Financing Rate
VIEVariable interest entity

2

PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
MPLX LP
Consolidated Statements of Income (Unaudited)
Three Months Ended 
March 31,
(In millions, except per unit data)20242023
Revenues and other income:
Service revenue$658 $605 
Service revenue - related parties986 953 
Service revenue - product related95 79 
Rental income60 61 
Rental income - related parties217 202 
Product sales370 420 
Product sales - related parties63 70 
Sales-type lease revenue34 34 
Sales-type lease revenue - related parties121 125 
Income from equity method investments157 134 
Other income45 3 
Other income - related parties40 27 
Total revenues and other income2,846 2,713 
Costs and expenses:
Cost of revenues (excludes items below)371 308 
Purchased product costs369 406 
Rental cost of sales19 20 
Rental cost of sales - related parties4 7 
Purchases - related parties372 361 
Depreciation and amortization317 296 
General and administrative expenses109 89 
Other taxes34 30 
Total costs and expenses1,595 1,517 
Income from operations1,251 1,196 
Net interest and other financial costs235 243 
Income before income taxes1,016 953 
Provision for income taxes1 1 
Net income1,015 952 
Less: Net income attributable to noncontrolling interests10 9 
Net income attributable to MPLX LP1,005 943 
Less: Series A preferred unitholders’ interest in net income10 23 
Less: Series B preferred unitholders’ interest in net income 5 
Limited partners' interest in net income attributable to MPLX LP$995 $915 
Per Unit Data (See Note 7)
Net income attributable to MPLX LP per limited partner unit:
Common - basic$0.98 $0.91 
Common - diluted$0.98 $0.91 
Weighted average limited partner units outstanding:
Common - basic1,008 1,001 
Common - diluted1,008 1,001 
The accompanying notes are an integral part of these consolidated financial statements.
3

MPLX LP
Consolidated Statements of Comprehensive Income (Unaudited)
Three Months Ended 
March 31,
(In millions)20242023
Net income$1,015 $952 
Other comprehensive income, net of tax:
Remeasurements of pension and other postretirement benefits related to equity method investments, net of tax1 4 
Comprehensive income1,016 956 
Less comprehensive income attributable to:
Noncontrolling interests10 9 
Comprehensive income attributable to MPLX LP$1,006 $947 
The accompanying notes are an integral part of these consolidated financial statements.
4

MPLX LP
Consolidated Balance Sheets (Unaudited)
(In millions)March 31,
2024
December 31,
2023
Assets
Cash and cash equivalents$385 $1,048 
Receivables, net752 823 
Current assets - related parties803 748 
Inventories163 159 
Other current assets36 30 
Total current assets2,139 2,808 
Equity method investments4,343 3,743 
Property, plant and equipment, net19,299 19,264 
Intangibles, net618 654 
Goodwill7,645 7,645 
Right of use assets, net290 264 
Noncurrent assets - related parties1,151 1,161 
Other noncurrent assets976 990 
Total assets36,461 36,529 
Liabilities
Accounts payable132 153 
Accrued liabilities248 300 
Current liabilities - related parties351 360 
Accrued property, plant and equipment166 216 
Long-term debt due within one year1,639 1,135 
Accrued interest payable187 242 
Operating lease liabilities50 45 
Other current liabilities187 173 
Total current liabilities2,960 2,624 
Long-term deferred revenue349 347 
Long-term liabilities - related parties320 325 
Long-term debt18,805 19,296 
Deferred income taxes16 16 
Long-term operating lease liabilities231 211 
Other long-term liabilities133 126 
Total liabilities22,814 22,945 
Commitments and contingencies (see Note 16)
Series A preferred units (17 million and 27 million units outstanding)
561 895 
Equity
Common unitholders - public (364 million and 356 million units outstanding)
8,997 8,700 
Common unitholders - MPC (647 million and 647 million units outstanding)
3,858 3,758 
Accumulated other comprehensive loss(3)(4)
Total MPLX LP partners’ capital12,852 12,454 
Noncontrolling interests234 235 
Total equity13,086 12,689 
Total liabilities, preferred units and equity$36,461 $36,529 
The accompanying notes are an integral part of these consolidated financial statements.
5

MPLX LP
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended 
March 31,
(In millions)20242023
Operating activities:
Net income$1,015 $952 
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred financing costs13 17 
Depreciation and amortization317 296 
Gain on sales-type leases and equity method investments(20) 
Income from equity method investments(157)(134)
Distributions from unconsolidated affiliates180 140 
Change in fair value of derivatives8 (5)
Changes in:
Receivables95 38 
Inventories(4)(2)
Accounts payable and accrued liabilities(115)(130)
Assets/liabilities - related parties(46)44 
Right of use assets/operating lease liabilities(1)(1)
Deferred revenue9 3 
All other, net(3)9 
Net cash provided by operating activities1,291 1,227 
Investing activities:
Additions to property, plant and equipment(255)(169)
Acquisitions, net of cash acquired(622) 
Investments in unconsolidated affiliates(119)(51)
Net cash used in investing activities(996)(220)
Financing activities:
Long-term debt borrowings 1,589 
Long-term debt repayments (1,000)
Debt issuance costs (15)
Unit repurchases(75) 
Redemption of Series B preferred units (600)
Distributions to noncontrolling interests(11)(10)
Distributions to Series A preferred unitholders(23)(23)
Distributions to Series B preferred unitholders (21)
Distributions to unitholders and general partner(853)(777)
Contributions from MPC10 8 
All other, net(6)(3)
Net cash used in financing activities(958)(852)
Net change in cash, cash equivalents and restricted cash(663)155 
Cash, cash equivalents and restricted cash at beginning of period1,048 238 
Cash, cash equivalents and restricted cash at end of period$385 $393 
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
Accumulated Other Comprehensive LossNon-controlling
Interests
TotalSeries A Preferred Unit-holders
Balance at December 31, 2023$8,700 $3,758 $(4)$235 $12,689 $895 
Net income355 640  10 1,005 10 
Unit repurchases(75)   (75)— 
Conversion of Series A preferred units321    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 
Partnership
Common
Unit-holders
Public
Common
Unit-holder
MPC
Series B Preferred Unit-holdersAccumulated Other Comprehensive LossNon-controlling
Interests
TotalSeries A Preferred Unit-holders
Balance at December 31, 2022$8,413 $3,293 $611 $(8)$237 $12,546 $968 
Net income323 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 
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 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 months ended March 31, 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.
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3. Acquisition
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 preliminary determination of 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 ofCarrying value at
March 31,March 31,December 31,
(In millions, except ownership percentages)VIE202420242023
L&S
Andeavor Logistics Rio Pipeline LLCX67%$168 $171 
Illinois Extension Pipeline Company, L.L.C.35%236 228 
LOOP LLC41%316 314 
MarEn Bakken Company LLC(1)
25%535 449 
Minnesota Pipe Line Company, LLC17%173 174 
Whistler Pipeline LLC38%206 214 
Other(2)
X291 282 
Total L&S1,925 1,832 
G&P
Centrahoma Processing LLC40%111 114 
MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.CX67%339 336 
MarkWest Utica EMG, L.L.C.X58%692 676 
Ohio Gathering Company L.L.C.(3)
X36%503  
Rendezvous Gas Services, L.L.C.X78%127 129 
Sherwood Midstream Holdings LLCX51%110 113 
Sherwood Midstream LLCX50%496 500 
Other40 43 
Total G&P2,418 1,911 
Total$4,343 $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 referred to as the Bakken Pipeline system.    
(2)    Some investments included within Other have also been deemed to be VIEs.
(3)    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.
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MPLX’s maximum exposure to loss as a result of its involvement with equity method investments includes its equity investment, any additional capital contribution commitments and any operating expenses incurred by the subsidiary operator in excess of its compensation received for the performance of the operating services. MPLX did not provide any financial support to equity method investments that it was not contractually obligated to provide during the three months ended March 31, 2024 and March 31, 2023. See Note 16 for information on our Guarantees related to indebtedness of 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.
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 12.
There was no activity on the MPC Loan Agreement for the three months ended March 31, 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 months ended March 31, 2024 and March 31, 2023, these sales totaled $202 million and $198 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 months ended March 31, 2024 and March 31, 2023, General and administrative expenses incurred from MPC totaled $73 million and $64 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 months ended March 31, 2024 and March 31, 2023, these charges totaled $41 million and $10 million, respectively.
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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)March 31,
2024
December 31,
2023
Current assets - related parties
Receivables$610 $587 
Lease receivables162 149 
Prepaid23 5 
Other8 7 
Total803 748 
Noncurrent assets - related parties
Long-term lease receivables769 789 
Right of use assets227 227 
Unguaranteed residual asset139 126 
Long-term receivables16 19 
Total1,151 1,161 
Current liabilities - related parties
MPC loan agreement and other payables(1)
261 278 
Deferred revenue89 81 
Operating lease liabilities1 1 
Total351 360 
Long-term liabilities - related parties
Long-term operating lease liabilities225 226 
Long-term deferred revenue95 99 
Total$320 $325 
(1)    There were no borrowings outstanding on the MPC Loan Agreement as of March 31, 2024 or December 31, 2023.
6. Equity
The changes in the number of common units during the three months ended March 31, 2024 are summarized below:
(In units)Common Units
Balance at December 31, 20231,003,498,875 
Unit-based compensation awards135,285 
Conversion of Series A preferred units10,024,831 
Units redeemed in unit repurchase program(1,872,917)
Balance at March 31, 20241,011,786,074 
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
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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 
March 31,
(In millions, except per unit data)20242023
Number of common units repurchased2  
Cash paid for common units repurchased(1)
$75 $ 
Average cost per unit(1)
$40.04 $ 
(1)    Cash paid for common units repurchased and average cost per unit includes commissions paid to brokers during the period.
As of March 31, 2024, we had $771 million remaining under the unit repurchase authorization.
Series A Redeemable Preferred Unit Conversions
During the three months ended March 31, 2024, certain Series A preferred unitholders exercised their rights to convert their Series A preferred units into approximately 10 million common units. Approximately 17 million Series A preferred units remain outstanding as of March 31, 2024. Series A preferred unitholders exercised their rights to convert an additional 5 million Series A preferred units into common units subsequent to March 31, 2024, but prior to the date the financial statements were filed.
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 April 23, 2024, MPLX declared a cash distribution for the first quarter of 2024, totaling $864 million, or $0.850 per common unit. This distribution will be paid on May 13, 2024 to common unitholders of record on May 3, 2024. This rate will also be received by Series A preferred unitholders.
Quarterly distributions for 2024 and 2023 are summarized below:
(Per common unit)20242023
March 31,$0.850 $0.775 
The allocation of total quarterly cash distributions to common and preferred unitholders is as follows for the three months ended March 31, 2024 and March 31, 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.
Three Months Ended 
March 31,
(In millions)20242023
Common and preferred unit distributions:
Common unitholders, includes common units of general partner$864 $776 
Series A preferred unit distributions10 23 
Series B preferred unit distributions(1)
 5 
Total cash distributions declared$874 $804 
(1)    The three months ended March 31, 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 months ended March 31, 2024 and March 31, 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 months ended March 31, 2024 and March 31, 2023 were less than 1 million.
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Three Months Ended 
March 31,
(In millions, except per unit data)20242023
Net income attributable to MPLX LP(1):
$1,005 $943 
Less: Distributions declared on Series A preferred units10 23 
Distributions declared on Series B preferred units 5 
Undistributed earnings allocated to participating securities3 4 
Impact of redemption of Series B preferred units 5 
Net Income available to common unitholders$992 $906 
Weighted average units outstanding:
Basic1,008 1,001 
Diluted1,008 1,001 
Net income attributable to MPLX LP per limited partner unit:
Basic$0.98 $0.91 
Diluted$0.98 $0.91 
(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.
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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 
March 31,
(In millions)20242023
L&S
Service revenue$1,067 $1,033 
Rental income224 212 
Product related revenue5 5 
Sales-type lease revenue121 125 
Income from equity method investments89 71 
Other income50 14 
Total segment revenues and other income(1)
1,556 1,460 
Segment Adjusted EBITDA(2)
1,098 1,026 
Capital expenditures84 68 
Investments in unconsolidated affiliates(3)
92 15 
G&P
Service revenue577 525 
Rental income53 51 
Product related revenue523 564 
Sales-type lease revenue 34 34 
Income from equity method investments68 63 
Other income35 16 
Total segment revenues and other income(1)
1,290 1,253 
Segment Adjusted EBITDA(2)
537 493 
Capital expenditures126 123 
Investments in unconsolidated affiliates$27 $36 
(1)    Within the total segment revenues and other income amounts presented above, third party revenues for the L&S segment were $207 million and $170 million for the three months ended March 31, 2024 and March 31, 2023, respectively. Third party revenues for the G&P segment were $1,212 million and $1,166 million for the three months ended March 31, 2024 and March 31, 2023, respectively.
(2)    See below for the reconciliation from Segment Adjusted EBITDA to Net income.
(3)    The three months ended March 31, 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.
Three Months Ended 
March 31,
(In millions)20242023
Reconciliation to Net income:
L&S Segment Adjusted EBITDA$1,098 $1,026 
G&P Segment Adjusted EBITDA537 493 
Total reportable segments1,635 1,519 
Depreciation and amortization(1)
(317)(296)
Net interest and other financial costs(235)(243)
Income from equity method investments157 134 
Distributions/adjustments related to equity method investments(200)(153)
Adjusted EBITDA attributable to noncontrolling interests11 10 
Other(2)
(36)(19)
Net income$1,015 $952 
(1)    Depreciation and amortization attributable to L&S was $130 million and $129 million for the three months ended March 31, 2024 and March 31, 2023, respectively. Depreciation and amortization attributable to G&P was $187 million and $167 million for the three months ended March 31, 2024 and March 31, 2023, respectively.
(2)    Includes unrealized derivative gain/(loss), equity-based compensation, provision for income taxes, and other miscellaneous items.
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9. Property, Plant and Equipment
Property, plant and equipment with associated accumulated depreciation is shown below:
March 31, 2024December 31, 2023
(In millions)Gross PP&EAccumulated DepreciationNet PP&EGross PP&EAccumulated DepreciationNet PP&E
L&S $12,842 $4,158 $8,684 $12,779 $4,037 $8,742 
G&P 14,852 4,237 10,615 14,606 4,084 10,522 
Total$27,694 $8,395 $19,299 $27,385 $8,121 $19,264 
10. Fair Value Measurements
Fair Values – Recurring
The following table presents the impact on the Consolidated Balance Sheets of MPLX’s financial instruments carried at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 by fair value hierarchy level.
March 31, 2024December 31, 2023
(In millions)AssetLiabilityAssetLiability
Embedded derivatives in commodity contracts (Level 3)
Other current assets / Other current liabilities$ $13 $ $11 
Other noncurrent assets / Other long-term liabilities 56  50 
Total carrying value in Consolidated Balance Sheets$ $69 $ $61 
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 $0.66 to $1.61 per gallon with a weighted average of $0.83 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.
Three Months Ended 
March 31,
(In millions)20242023
Beginning balance $(61)$(61)
Unrealized and realized (loss)/gain included in Net Income(1)
(12) 
Settlements4 3 
Ending balance$(69)$(58)
The amount of total loss for the period included in earnings attributable to the change in unrealized gain/(loss) relating to liabilities still held at end of period$(11)$ 
(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 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).
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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:
March 31, 2024December 31, 2023
(In millions)Fair ValueCarrying ValueFair ValueCarrying Value
Outstanding debt(1)
$19,206 $20,557 $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
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 March 31, 2024 and December 31, 2023, the estimated fair value of this contract was a liability of $69 million and $61 million, respectively.
Certain derivative positions are subject to master netting agreements; therefore, MPLX has elected to offset derivative assets and liabilities that are legally permissible to be offset. As of March 31, 2024 and December 31, 2023, there were no derivative assets or liabilities that were offset in the Consolidated Balance Sheets.
We make a distinction between realized or unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, changes in the fair value of the derivative are recorded as an unrealized gain or loss. When a derivative contract matures or is settled, the previously recorded unrealized gain or loss is reversed, and the realized gain or loss of the contract is recorded. The impact of MPLX’s derivative contracts not designated as hedging instruments and the location of gains and losses recognized in the Consolidated Statements of Income is summarized below:
Three Months Ended 
March 31,
(In millions)20242023
Product sales:
Unrealized gain$ $2 
Product sales derivative gain 2 
Purchased product costs:
Realized loss(4)(3)
Unrealized (loss)/gain(8)3 
Purchased product cost derivative loss(12) 
Total derivative (loss)/gain included in Net income$(12)$2 
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12. Debt
MPLX’s outstanding borrowings consist of the following:
(In millions)March 31,
2024
December 31,
2023
MPLX LP:
MPLX Credit Agreement$ $ 
Fixed rate senior notes20,657 20,657 
Consolidated subsidiaries:
MarkWest12 12 
ANDX31 31 
Finance lease obligations6 6 
Total20,706 20,706 
Unamortized debt issuance costs(119)(122)
Unamortized discount(143)(153)
Amounts due within one year(1,639)(1,135)
Total long-term debt due after one year$18,805 $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 three months ended March 31, 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.
13. Net Interest and Other Financial Costs
Net interest and other financial costs were as follows:
Three Months Ended 
March 31,
(In millions)20242023
Interest expense$228 $227 
Other financial costs26 27 
Interest income(15)(8)
Capitalized interest(4)(3)
Net interest and other financial costs$235 $243 
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14. Revenue
Disaggregation of Revenue
The following tables represent a disaggregation of revenue for each reportable segment for the three months ended March 31, 2024 and March 31, 2023:
Three Months Ended March 31, 2024
(In millions)L&SG&PTotal
Revenues and other income:
Service revenue$85 $573 $658 
Service revenue - related parties982 4 986 
Service revenue - product related 95 95 
Product sales2 368 370 
Product sales - related parties3 60 63 
Total revenues from contracts with customers$1,072 $1,100 2,172 
Non-ASC 606 revenue(1)
674 
Total revenues and other income$2,846 
Three Months Ended March 31, 2023
(In millions)L&SG&PTotal
Revenues and other income:
Service revenue$83 $522 $605 
Service revenue - related parties950 3 953 
Service revenue - product related 79 79 
Product sales2 418 420 
Product sales - related parties3 67 70 
Total revenues from contracts with customers$1,038 $1,089 2,127 
Non-ASC 606 revenue(1)
586 
Total revenues and other income$2,713 
(1)    Non-ASC 606 Revenue includes rental income, sales-type lease revenue, income from equity method investments, and other income.
Contract Balances
Our receivables are primarily associated with customer contracts. Payment terms vary by product or service type; however, the period between invoicing and payment is not significant. Included within the receivables are balances related to commodity sales on behalf of our producer customers, for which we remit the net sales price back to the producer customers upon completion of the sale.
Under certain of our contracts, we recognize revenues in excess of billings which we present as contract assets. Contract assets typically relate to deficiency payments related to minimum volume commitments and aid in construction agreements where the revenue recognized and MPLX’s rights to consideration for work completed exceeds the amount billed to the customer. Contract assets are included in Other current assets and Other noncurrent assets on the Consolidated Balance Sheets.
Under certain of our contracts, we receive payments in advance of satisfying our performance obligations, which are recorded as contract liabilities. Contract liabilities, which we present as Deferred revenue and Long-term deferred revenue, typically relate to advance payments for aid in construction agreements and deferred customer credits associated with makeup rights and minimum volume commitments. Related to minimum volume commitments, breakage is estimated and recognized into service revenue in instances where it is probable the customer will not use the credit in future periods. We classify contract liabilities as current or long-term based on the timing of when we expect to recognize revenue.
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The tables below reflect the changes in ASC 606 contract balances for the three months ended March 31, 2024 and March 31, 2023:
(In millions)Balance at December 31, 2023Additions/ (Deletions)
Revenue Recognized(1)
Balance at March 31, 2024
Contract assets$3 $(1)$ $2 
Long-term contract assets1   1 
Deferred revenue59 19 (12)66 
Deferred revenue - related parties47 27 (20)54 
Long-term deferred revenue344 2  346 
Long-term deferred revenue - related parties$29 $ $ $29 
(In millions)Balance at December 31, 2022Additions/ (Deletions)
Revenue Recognized(1)
Balance at March 31, 2023
Contract assets$21 $(5)$ $16 
Long-term contract assets1 (1)  
Deferred revenue57 2 (14)45 
Deferred revenue - related parties63 32 (26)69 
Long-term deferred revenue216 15  231 
Long-term deferred revenue - related parties25 1  26 
Contract liabilities 1  1 
Long-term contract liabilities$2 $(2)$ $ 
(1)    No significant revenue was recognized related to past performance obligations in the current periods.
Remaining Performance Obligations
The table below includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of March 31, 2024. The amounts presented below are generally limited to fixed consideration from contracts with customers that contain minimum volume commitments.
A significant portion of our future contracted revenue is excluded from the amounts presented below in accordance with ASC 606. Variable consideration that is constrained or not required to be estimated as it reflects our efforts to perform is excluded from this disclosure. Additionally, we do not disclose information on the future performance obligations for any contract with an original expected duration of one year or less, or that are terminable by our customer with little or no termination penalties. Potential future performance obligations related to renewals that have not yet been exercised or are not certain of exercise are excluded from the amounts presented below. Revenues classified as Rental income and Sales-type lease revenue are also excluded from this table.
(In billions)
2024$1.5 
20252.0 
20261.8 
20271.7 
20280.5 
2029 and thereafter0.6 
Total estimated revenue on remaining performance obligations$8.1 
As of March 31, 2024, unsatisfied performance obligations included in the Consolidated Balance Sheets are $495 million and will be recognized as revenue as the obligations are satisfied, which is expected to occur over the next 21 years. A portion of this amount is not disclosed in the table above as it is deemed variable consideration due to volume variability.
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15. Supplemental Cash Flow Information
 Three Months Ended 
March 31,
(In millions)20242023
Net cash provided by operating activities included:
Interest paid (net of amounts capitalized)$278 $270 
Income taxes paid 1 
Cash paid for amounts included in the measurement of lease liabilities:
Payments on operating leases19 19 
Non-cash investing and financing activities:
Net transfers of property, plant and equipment (to)/from materials and supplies inventory(1)9 
Net transfers of property, plant and equipment to lease receivable25 28 
ROU assets obtained in exchange for new operating lease obligations$34 $2 
The Consolidated Statements of Cash Flows exclude changes to the Consolidated Balance Sheets that do not affect cash. The following is a reconciliation of additions to property, plant and equipment to total capital expenditures:
 Three Months Ended 
March 31,
(In millions)20242023
Additions to property, plant and equipment$255 $169 
(Decrease)/Increase in capital accruals(45)22 
Total capital expenditures$210 $191 
16. Commitments and Contingencies
MPLX is the subject of, or a party to, a number of pending or threatened legal actions, contingencies and commitments involving a variety of matters, including laws and regulations relating to the environment. Some of these matters are discussed below. For matters for which MPLX has not recorded a liability, MPLX is unable to estimate a range of possible loss because the issues involved have not been fully developed through pleadings, discovery or court proceedings. However, the ultimate resolution of some of these contingencies could, individually or in the aggregate, be material.
Environmental Matters
MPLX is subject to federal, state and local laws and regulations relating to the environment. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites. Penalties may be imposed for non-compliance.
Accrued liabilities for remediation totaled $17 million at March 31, 2024 and $19 million December 31, 2023. It is not presently possible to estimate the ultimate amount of all remediation costs that might be incurred or the penalties, if any, that may be imposed.
MPLX is involved in environmental enforcement matters arising in the ordinary course of business. While the outcome and impact to MPLX cannot be predicted with certainty, management believes the resolution of these environmental matters will not, individually or collectively, have a material adverse effect on its consolidated results of operations, financial position or cash flows.
Other Legal Proceedings
In July 2020, Tesoro High Plains Pipeline Company, LLC (“THPP”), a subsidiary of MPLX, received a Notification of Trespass Determination from the Bureau of Indian Affairs (“BIA”) relating to a portion of the Tesoro High Plains Pipeline that crosses the Fort Berthold Reservation in North Dakota. The notification demanded the immediate cessation of pipeline operations and assessed trespass damages of approximately $187 million. After subsequent appeal proceedings and in compliance with a new order issued by the BIA, in December 2020, THPP paid approximately $4 million in assessed trespass damages and ceased use of the portion of the pipeline that crosses the property at issue. In March 2021, the BIA issued an order purporting to vacate the BIA's prior orders related to THPP’s alleged trespass and direct the Regional Director of the BIA to reconsider the issue of THPP’s alleged trespass and issue a new order. In April 2021, THPP filed a lawsuit in the District of North Dakota against the United States of America, the U.S. Department of the Interior and the BIA (collectively, the “U.S. Government Parties”) challenging the March 2021 order purporting to vacate all previous orders related to THPP’s alleged trespass. On February 8, 2022, the U.S. Government Parties filed their answer and counterclaims to THPP’s suit claiming THPP is in continued trespass with respect to the pipeline and seeking disgorgement of pipeline profits from June 1, 2013 to present, removal of the pipeline and remediation. On November 8, 2023, the District Court of North Dakota granted THPP’s motion to sever and stay the U.S. Government Parties’ counterclaims. The case will proceed on the merits of THPP’s challenge to the March 2021 order purporting
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to vacate all previous orders related to THPP’s alleged trespass. THPP continues not to operate that portion of the pipeline that crosses the property at issue.
MPLX is also a party to a number of other lawsuits and other proceedings arising in the ordinary course of business. While the ultimate outcome and impact to MPLX cannot be predicted with certainty, management believes the resolution of these other lawsuits and proceedings will not, individually or collectively, have a material adverse effect on its consolidated financial position, results of operations or cash flows.
Guarantees related to indebtedness of equity method investees
We hold a 9.19 percent indirect interest in Dakota Access, which owns and operates the Bakken Pipeline system. In 2020, the U.S. District Court for the District of Columbia (the “D.D.C.”) ordered the United States Army Corps of Engineers (“Army Corps”), which granted permits and an easement for the Bakken Pipeline system, to prepare an environmental impact statement (“EIS”) relating to an easement under Lake Oahe in North Dakota. The D.D.C. later vacated the easement. The Army Corps issued a draft EIS in September 2023 detailing various options for the easement going forward, including denying the easement, approving the easement with additional measures, rerouting the easement, or approving the easement with no changes. The Army Corps has not selected a preferred alternative, but will make a decision in its final review, after considering input from the public and other agencies. The pipeline remains operational while the Army Corps finalizes its decision which is expected to be issued by the end of 2024.
We have entered into a Contingent Equity Contribution Agreement whereby MPLX LP, along with the other joint venture owners in the Bakken Pipeline system, has agreed to make equity contributions to the joint venture upon certain events occurring to allow the entities that own and operate the Bakken Pipeline system to satisfy their senior note payment obligations. The senior notes were issued to repay amounts owed by the pipeline companies to fund the cost of construction of the Bakken Pipeline system.
If the vacatur of the easement results in a temporary shutdown of the pipeline, MPLX would have to contribute its 9.19 percent pro rata share of funds required to pay interest accruing on the notes and any portion of the principal that matures while the pipeline is shutdown. MPLX also expects to contribute its 9.19 percent pro rata share of any costs to remediate any deficiencies to reinstate the easement and/or return the pipeline into operation. If the vacatur of the easement results in a permanent shutdown of the pipeline, MPLX would have to contribute its 9.19 percent pro rata share of the cost to redeem the bonds (including the one percent redemption premium required pursuant to the indenture governing the notes) and any accrued and unpaid interest. As of March 31, 2024, our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement were approximately $170 million.
Contractual Commitments and Contingencies
From time to time and in the ordinary course of business, MPLX and its affiliates provide guarantees of MPLX’s subsidiaries payment and performance obligations in the G&P segment. Certain natural gas processing and gathering arrangements require MPLX to construct new natural gas processing plants, natural gas gathering pipelines and NGL pipelines and contain certain fees and charges if specified construction milestones are not achieved for reasons other than force majeure. In certain cases, certain producers may have the right to cancel the processing arrangements if there are significant delays that are not due to force majeure. As of March 31, 2024, management does not believe there are any indications that MPLX will not be able to meet the construction milestones, that force majeure does not apply or that such fees and charges will otherwise be triggered.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations should also be read in conjunction with the unaudited consolidated financial statements and accompanying footnotes included under Item 1. Financial Statements and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023.
Disclosures Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, particularly Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures about Market Risk, includes forward-looking statements that are subject to risks, contingencies or uncertainties. You can identify forward-looking statements by words such as “anticipate,” “believe,” “commitment,” “could,” “design,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “objective,” “opportunity,” “outlook,” “plan,” “policy,” “position,” “potential,” “predict,” “priority,” “project,” “prospective,” “pursue,” “seek,” “should,” “strategy,” “target,” “will,” “would” or other similar expressions that convey the uncertainty of future events or outcomes.
Forward-looking statements include, among other things, statements regarding:
future financial and operating results;
environmental, social and governance, which we refer to as “ESG,” plans and goals, including those related to greenhouse gas emissions and intensity, biodiversity, diversity, equity and inclusion and ESG reporting;
future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses;
the success or timing of completion of ongoing or anticipated capital or maintenance projects;
business strategies, growth opportunities and expected investments, including plans to grow stable cash flows, lower costs and return capital to unitholders;
the timing and amount of future distributions or unit repurchases; and
the anticipated effects of actions of third parties such as competitors, activist investors, federal, foreign, state or local regulatory authorities, or plaintiffs in litigation.
Our forward-looking statements are not guarantees of future performance and you should not rely unduly on them, as they involve risks, uncertainties and assumptions that we cannot predict. Forward-looking and other statements regarding our ESG plans and goals are not an indication that these statements are material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current, and forward-looking ESG-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. Material differences between actual results and any future performance suggested in our forward-looking statements could result from a variety of factors, including the following:
general economic, political or regulatory developments, including inflation, interest rates, changes in governmental policies relating to refined petroleum products, crude oil, natural gas, NGLs, renewables, or taxation;
the ability of MPC to achieve its strategic objectives and the effects of those strategic decisions on us;
further impairments;
negative capital market conditions, including an increase of the current yield on common units;
the ability to achieve strategic and financial objectives, including with respect to distribution coverage, future distribution levels, proposed projects and completed transactions;
the success of MPC’s portfolio optimization, including the ability to complete any divestitures on commercially reasonable terms and/or within the expected timeframe, and the effects of any such divestitures on our business, financial condition, results of operations and cash flows;
consumer demand for refined products, natural gas, renewables and NGLs;
the adequacy of capital resources and liquidity, including the availability of sufficient cash flow to pay distributions and access to debt on commercially reasonable terms, and the ability to successfully execute business plans, growth strategies and self-funding models;
the timing and extent of changes in commodity prices and demand for crude oil, refined products, feedstocks or other hydrocarbon-based products, or renewables;
volatility in or degradation of general economic, market, industry or business conditions, including as a result of pandemics, other infectious disease outbreaks, natural hazards, extreme weather events, regional conflicts such as hostilities in the Middle East and Ukraine, inflation, or rising interest rates;
changes to the expected construction costs and timing of projects and planned investments, and the ability to obtain regulatory and other approvals with respect thereto;
the availability of desirable strategic alternatives to optimize portfolio assets and our ability to obtain regulatory and other approvals with respect thereto;
completion of midstream infrastructure by competitors;
disruptions due to equipment interruption or failure, including electrical shortages and power grid failures;
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the suspension, reduction or termination of MPC’s obligations under MPLX’s commercial agreements;
modifications to financial policies, capital budgets, and earnings and distributions;
the ability to manage disruptions in credit markets or changes to credit ratings;
our ability to comply with federal and state environmental, economic, health and safety, energy and other policies and regulations or enforcement actions initiated thereunder;
adverse results in litigation;
the effect of restructuring or reorganization of business components;
the potential effects of changes in tariff rates on our business, financial condition, results of operations and cash flows;
foreign imports and exports of crude oil, refined products, natural gas and NGLs;
changes in producer customers’ drilling plans or in volumes of throughput of crude oil, natural gas, NGLs, refined products, other hydrocarbon-based products, or renewables;
changes in the cost or availability of third-party vessels, pipelines, railcars and other means of transportation for crude oil, natural gas, NGLs, feedstocks, refined products, or renewables;
the price, availability and acceptance of alternative fuels and alternative-fuel vehicles and laws mandating such fuels or vehicles;
actions taken by our competitors, including pricing adjustments and the expansion and retirement of pipeline capacity, processing, fractionation and treating facilities in response to market conditions;
expectations regarding joint venture arrangements and other acquisitions or divestitures of assets;
midstream and refining industry overcapacity or undercapacity;
industrial incidents or other unscheduled shutdowns affecting our machinery, pipelines, processing, fractionation and treating facilities or equipment, means of transportation, or those of our suppliers or customers;
acts of war, terrorism or civil unrest that could impair our ability to gather, process, fractionate or transport crude oil, natural gas, NGLs, refined products, or renewables;
labor and material shortages;
the timing and ability to obtain necessary regulatory approvals and permits and to satisfy other conditions necessary to complete planned projects or to consummate planned transactions within the expected timeframe, if at all;
the availability of desirable strategic alternatives to optimize portfolio assets and the ability to obtain regulatory and other approvals with respect thereto;
political pressure and influence of environmental groups and other stakeholders that are adverse to the production, gathering, refining, processing, fractionation, transportation and marketing of crude oil or other feedstocks, refined products, natural gas, NGLs, other hydrocarbon-based products, or renewables;
the imposition of windfall profit taxes or maximum margin penalties on companies operating in the energy industry in California or other jurisdictions; and
our ability to successfully implement our sustainable energy strategy and principles and achieve our ESG goals and targets within the expected timeframe, if at all.
For additional risk factors affecting our business, see the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2023. We undertake no obligation to update any forward-looking statements except to the extent required by applicable law.
MPLX Overview
We are a diversified, large-cap master limited partnership formed by MPC in 2012 that owns and operates midstream energy infrastructure and logistics assets, and provides fuels distribution services. The business consists of two segments based on the nature of services it offers: Logistics and Storage (“L&S”) and Gathering and Processing (“G&P”).
Our L&S segment gathers, transports, stores and distributes crude oil, refined products, including renewable diesel, and other hydrocarbon-based products. Additionally, the segment markets refined products. The profitability of pipeline transportation operations primarily depends on tariff rates and the volumes shipped through the pipelines. The profitability of marine operations primarily depends on the quantity and availability of our vessels and barges. The profitability of our terminal operations primarily depends on the throughput volumes at our terminals. The profitability of our fuels distribution services primarily depends on the sales volumes of certain refined products. The profitability of our refining logistics operations depends on the quantity and availability of our refining logistics assets. A majority of the crude oil and refined product shipments on our pipelines and marine vessels, the throughput at our terminals and refining logistics assets serve MPC and our fuels distribution services are used solely by MPC. We have various long-term, fee-based commercial agreements related to services provided to MPC. Under these agreements, we receive various commitments of minimum throughput, storage and distribution volumes as well as commitments to pay for all available capacity of certain assets. The volume of crude oil that we transport is directly affected by the supply of, and refiner demand for, crude oil in the markets served directly by our crude oil pipelines, terminals and marine operations. Key factors in this supply and demand balance are the production levels of crude oil by producers in various regions or fields, the availability and cost of alternative modes of transportation, the volumes of crude oil processed at refineries and refinery and
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transportation system maintenance levels. The volume of refined products that we transport, store, distribute and market is directly affected by the production levels of, and user demand for, refined products in the markets served by our refined product pipelines and marine operations. In most of our markets, demand for gasoline and distillate peaks during the summer driving season, which extends from May through September of each year, and declines during the fall and winter months. As with crude oil, other transportation alternatives and system maintenance levels influence refined product movements.
Our G&P segment gathers, processes and transports natural gas and transports, fractionates, stores and markets NGLs. NGL and natural gas prices are volatile and are impacted by changes in fundamental supply and demand, as well as market uncertainty, availability of NGL transportation and fractionation capacity and a variety of additional factors that are beyond our control. G&P segment profitability is affected by prevailing commodity prices primarily as a result of processing at our own or third‑party processing plants, purchasing and selling or gathering and transporting volumes of natural gas at index‑related prices and the cost of third‑party transportation and fractionation services. To the extent that commodity prices influence the level of natural gas drilling by our producer customers, such prices also affect profitability.
Significant Financial and Other Highlights
Significant financial highlights for the three months ended March 31, 2024 and March 31, 2023 are shown in the chart below. Refer to the Results of Operations, the Liquidity and Capital Resources, and Non-GAAP Financial Information sections for further information.
9094
(1)     Non-GAAP measure. See reconciliations that follow for the most directly comparable GAAP measures.
Other Highlights
Returned $951 million of capital to unitholders in the three months ended March 31, 2024, via distributions and unit repurchases.
Announced a first quarter 2024 distribution of $0.850 per common unit.
Brought our 200 mmcf/d Harmon Creek ll processing plant online in the Marcellus in response to producer demand.
Progressed our long-term growth strategy through the acquisition of additional ownership interest in existing joint ventures and gathering assets in the Utica basin (“Utica Midstream Acquisition”).
Additionally, on March 26, 2024, we entered into a definitive agreement to strategically combine the Whistler Pipeline and Rio Bravo Pipeline project in a newly formed joint venture. This will expand our Permian natural gas value chain, increasing our footprint in the region for future growth. The transaction is expected to close in the second quarter of 2024, subject to receipt of required regulatory approvals and satisfaction of other customary closing conditions.
Succession Planning
As previously disclosed, MPC maintains a mandatory retirement policy that, absent a waiver or extension, requires an executive officer to retire from service to the company coincident with, or immediately following, the first of the month after such executive officer reaches age 65 (the "Policy"). Michael J. Hennigan, President and Chief Executive Officer of our general partner, as well as the Chief Executive Officer of MPC, will reach mandatory retirement on August 1, 2024. Accordingly, the MPC Board of Directors, with a focus on the long-term strategic direction of the company, is engaged in appropriate succession planning
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activities, including, among other customary steps, the review of succession candidates, as well as consideration of any waiver or extension of the Policy respecting Mr. Hennigan.
Non-GAAP Financial Information
Our management uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability and include the non-GAAP financial measures of Adjusted EBITDA, DCF, adjusted free cash flow (“Adjusted FCF”), and Adjusted FCF after distributions.
Adjusted EBITDA is a financial performance measure used by management, industry analysts, investors, lenders, and rating agencies to assess the financial performance and operating results of our ongoing business operations. Additionally, we believe adjusted EBITDA provides useful information to investors for trending, analyzing and benchmarking our operating results from period to period as compared to other companies that may have different financing and capital structures. We define Adjusted EBITDA as net income adjusted for: (i) provision for income taxes; (ii) net interest and other financial costs; (iii) depreciation and amortization; (iv) income/(loss) from equity method investments; (v) distributions and adjustments related to equity method investments; (vi) impairment expense; (vii) noncontrolling interests; and (viii) other adjustments, as applicable.
DCF is a financial performance and liquidity measure used by management and by the board of directors of our general partner as a key component in the determination of cash distributions paid to unitholders. We believe DCF is an important financial measure for unitholders as an indicator of cash return on investment and to evaluate whether the partnership is generating sufficient cash flow to support quarterly distributions. In addition, DCF is commonly used by the investment community because the market value of publicly traded partnerships is based, in part, on DCF and cash distributions paid to unitholders. We define DCF as Adjusted EBITDA adjusted for: (i) deferred revenue impacts; (ii) sales-type lease payments, net of income; (iii) adjusted net interest and other financial costs; (iv) net maintenance capital expenditures; (v) equity method investment capital expenditures paid out; and (vi) other adjustments as deemed necessary.
Adjusted FCF and Adjusted FCF after distributions are financial liquidity measures used by management in the allocation of capital and to assess financial performance. We believe that unitholders may use this metric to analyze our ability to manage leverage and return capital. We define Adjusted FCF as net cash provided by operating activities adjusted for: (i) net cash used in investing activities; (ii) cash contributions from MPC; and (iii) cash distributions to noncontrolling interests. We define Adjusted FCF after distributions as Adjusted FCF less base distributions to common and preferred unitholders.
We believe that the presentation of Adjusted EBITDA, DCF, Adjusted FCF and Adjusted FCF after distributions provides useful information to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to Adjusted EBITDA and DCF are net income and net cash provided by operating activities while the GAAP measure most directly comparable to Adjusted FCF and Adjusted FCF after distributions is net cash provided by operating activities. These non-GAAP financial measures should not be considered alternatives to GAAP net income or net cash provided by operating activities as they have important limitations as analytical tools because they exclude some but not all items that affect net income and net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. These non-GAAP financial measures should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. Additionally, because non-GAAP financial measures may be defined differently by other companies in our industry, our definitions may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. For a reconciliation of Adjusted EBITDA and DCF to their most directly comparable measures calculated and presented in accordance with GAAP, see Results of Operations. For a reconciliation of Adjusted FCF and Adjusted FCF after distributions to their most directly comparable measure calculated and presented in accordance with GAAP, see Liquidity and Capital Resources.

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Results of Operations
The following tables and discussion summarize our results of operations, including a reconciliation of Adjusted EBITDA and DCF from Net income and Net cash provided by operating activities, the most directly comparable GAAP financial measures. This discussion should be read in conjunction with Item 1. Financial Statements and is intended to provide investors with a reasonable basis for assessing our historical operations, but should not serve as the only criteria for predicting our future performance.
 Three Months Ended March 31,
(In millions)20242023Variance
Revenues and other income:
Total revenues and other income$2,846 $2,713 $133 
Costs and expenses:
Cost of revenues (excludes items below)371 308 63 
Purchased product costs369 406 (37)
Rental cost of sales19 20 (1)
Rental cost of sales - related parties(3)
Purchases - related parties372 361 11 
Depreciation and amortization317 296 21 
General and administrative expenses109 89 20 
Other taxes34 30 
Total costs and expenses1,595 1,517 78 
Income from operations1,251 1,196 55 
Net interest and other financial costs235 243 (8)
Income before income taxes1,016 953 63 
Provision for income taxes— 
Net income1,015 952 63 
Less: Net income attributable to noncontrolling interests10 
Net income attributable to MPLX LP1,005 943 62 
Adjusted EBITDA attributable to MPLX LP(1)
1,635 1,519 116 
DCF attributable to MPLX(1)
$1,370 $1,268 $102 
(1)     Non-GAAP measure. See reconciliation below to the most directly comparable GAAP measures.
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 Three Months Ended March 31,
(In millions)20242023Variance
Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income:
Net income$1,015 $952 $63 
Provision for income taxes— 
Net interest and other financial costs235 243 (8)
Income from operations1,251 1,196 55 
Depreciation and amortization317 296 21 
Income from equity method investments(157)(134)(23)
Distributions/adjustments related to equity method investments200 153 47 
Other(1)
35 18 17 
Adjusted EBITDA1,646 1,529 117 
Adjusted EBITDA attributable to noncontrolling interests(11)(10)(1)
Adjusted EBITDA attributable to MPLX LP1,635 1,519 116