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 ~~September 30, 2022~~March 31, 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 ~~1,003,242,909~~1,001,168,883 common units outstanding as of ~~October 28, 2022.~~April 26, 2023.

Table of Contents


		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial ~~Statements~~:Statements:
	Consolidated Statements of Income (U n a u d i t e d ) (Unaudited)	3
	Consolidated Statements of Comprehensive ~~Incom~~e (U n a u d i t e d )Income (Unaudited)	4
	Consolidated Balance ~~Sheet~~s (U n a u d i t e d )Sheets (Unaudited)	5
	Consolidated Statements of Cash Flows (U n a u d i t e d ) (Unaudited)	6
	Consolidated Statements of Equity and Series A Preferred Units (U n a u d i t e d ) (Unaudited)	7
	Notes to Consolidated Financial Statements (U n a u d i t e d ) (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2722
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4937
Item 4.	Controls and Procedures	5038

PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	5139
Item 1A.	Risk Factors	5139
~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	52

Item 6.	Exhibits	5340
	Signatures	5441

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.

Table of Contents

Glossary of Terms

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



ASC			Accounting Standards Codification
ASU			Accounting Standards Update

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
~~LIBOR~~			~~London Interbank Offered Rate~~
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

Table of Contents

Part I—Financial Information

Item 1. Financial Statements

MPLX LP

Consolidated Statements of Income (Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(In millions, except per unit data)	(In millions, except per unit data)	2022		2021		2022		2021		(In millions, except per unit data)	2023		2022
Revenues and other income:	Revenues and other income:									Revenues and other income:
Service revenue	Service revenue	$	627	$	600	$	1,758	$	1,767	Service revenue	$	605	$	554
Service revenue - related parties	Service revenue - related parties	948		902		2,801		2,681		Service revenue - related parties	953		915
Service revenue - product related	Service revenue - product related	83		82		324		235		Service revenue - product related	79		123
Rental income	Rental income	75		88		268		286		Rental income	61		91
Rental income - related parties	Rental income - related parties	201		164		564		574		Rental income - related parties	202		165
Product sales	Product sales	617		448		1,812		1,034		Product sales	420		497
Product sales - related parties	Product sales - related parties	46		26		142		99		Product sales - related parties	70		45

Sales-type lease revenue	Sales-type lease revenue	28		—		28		—		Sales-type lease revenue	34		—
Sales-type lease revenue - related parties	Sales-type lease revenue - related parties	118		132		343		305		Sales-type lease revenue - related parties	125		111
Income from equity method investments	Income from equity method investments	125		92		335		228		Income from equity method investments	134		99
Other income (loss)~~(1)~~	Other income (loss)~~(1)~~	505		(2)		494		2		Other income (loss)~~(1)~~	3		(17)
Other income - related parties	Other income - related parties	28		27		82		82		Other income - related parties	27		27
Total revenues and other income	Total revenues and other income	3,401		2,559		8,951		7,293		Total revenues and other income	2,713		2,610
Costs and expenses:	Costs and expenses:									Costs and expenses:
Cost of revenues (excludes items below)	Cost of revenues (excludes items below)	371		298		981		864		Cost of revenues (excludes items below)	308		287
Purchased product costs	Purchased product costs	540		421		1,670		1,035		Purchased product costs	406		467
Rental cost of sales	Rental cost of sales	22		33		101		97		Rental cost of sales	20		37
Rental cost of sales - related parties	Rental cost of sales - related parties	10		24		44		86		Rental cost of sales - related parties	7		15
Purchases - related parties	Purchases - related parties	364		307		1,034		902		Purchases - related parties	361		319
Depreciation and amortization	Depreciation and amortization	302		324		925		971		Depreciation and amortization	296		313
Impairment expense		—		—		—		42

General and administrative expenses	General and administrative expenses	88		94		248		267		General and administrative expenses	89		78

Other taxes	Other taxes	30		27		97		93		Other taxes	30		34
Total costs and expenses	Total costs and expenses	1,727		1,528		5,100		4,357		Total costs and expenses	1,517		1,550
Income from operations	Income from operations	1,674		1,031		3,851		2,936		Income from operations	1,196		1,060
Related-party interest and other financial costs	Related-party interest and other financial costs	—		2		5		4		Related-party interest and other financial costs	—		4
Interest expense, net of amounts capitalized	Interest expense, net of amounts capitalized	217		197		627		590		Interest expense, net of amounts capitalized	224		198
Other financial costs	Other financial costs	19		21		59		67		Other financial costs	19		20
Income before income taxes	Income before income taxes	1,438		811		3,160		2,275		Income before income taxes	953		838
Provision for income taxes	Provision for income taxes	1		—		6		1		Provision for income taxes	1		5
Net income	Net income	1,437		811		3,154		2,274		Net income	952		833
Less: Net income attributable to noncontrolling interests	Less: Net income attributable to noncontrolling interests	9		9		26		27		Less: Net income attributable to noncontrolling interests	9		8

Net income attributable to MPLX LP	Net income attributable to MPLX LP	1,428		802		3,128		2,247		Net income attributable to MPLX LP	943		825
Less: Series A preferred unitholders interest in net income	Less: Series A preferred unitholders interest in net income	23		38		65		79		Less: Series A preferred unitholders interest in net income	23		21
Less: Series B preferred unitholders interest in net income	Less: Series B preferred unitholders interest in net income	10		10		31		31		Less: Series B preferred unitholders interest in net income	5		11
Limited partners' interest in net income attributable to MPLX LP	Limited partners' interest in net income attributable to MPLX LP	$	1,395	$	754	$	3,032	$	2,137	Limited partners' interest in net income attributable to MPLX LP	$	915	$	793
Per Unit Data (See Note 6)	Per Unit Data (See Note 6)									Per Unit Data (See Note 6)
Net income attributable to MPLX LP per limited partner unit:	Net income attributable to MPLX LP per limited partner unit:									Net income attributable to MPLX LP per limited partner unit:
Common - basic	Common - basic	$	1.36	$	0.74	$	2.97	$	2.07	Common - basic	$	0.91	$	0.78
Common - diluted	Common - diluted	$	1.36	$	0.74	$	2.97	$	2.07	Common - diluted	$	0.91	$	0.78
Weighted average limited partner units outstanding:	Weighted average limited partner units outstanding:									Weighted average limited partner units outstanding:
Common - basic	Common - basic	1,010		1,024		1,012		1,030		Common - basic	1,001		1,015
Common - diluted	Common - diluted	1,011		1,025		1,013		1,030		Common - diluted	1,001		1,015

~~(1) The three and nine months ended September 30, 2022 include a $509 million non-cash gain on a lease reclassification. See Note 14 for additional information.~~

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

Table of Contents

MPLX LP

Consolidated Statements of Comprehensive Income (Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(In millions)	(In millions)	2022		2021		2022		2021		(In millions)	2023		2022
Net income	Net income	$	1,437	$	811	$	3,154	$	2,274	Net income	$	952	$	833
Other comprehensive income, net of tax:	Other comprehensive income, net of tax:									Other comprehensive income, net of tax:
Remeasurements of pension and other postretirement benefits related to equity method investments, net of tax	Remeasurements of pension and other postretirement benefits related to equity method investments, net of tax	—		—		9		(2)		Remeasurements of pension and other postretirement benefits related to equity method investments, net of tax	4		9
Comprehensive income	Comprehensive income	1,437		811		3,163		2,272		Comprehensive income	956		842
Less comprehensive income attributable to:	Less comprehensive income attributable to:									Less comprehensive income attributable to:
Noncontrolling interests	Noncontrolling interests	9		9		26		27		Noncontrolling interests	9		8

Comprehensive income attributable to MPLX LP	Comprehensive income attributable to MPLX LP	$	1,428	$	802	$	3,137	$	2,245	Comprehensive income attributable to MPLX LP	$	947	$	834

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

Table of Contents

MPLX LP

Consolidated Balance Sheets (Unaudited)


(In millions)	(In millions)	September 30, 2022		December 31, 2021		(In millions)	March 31, 2023		December 31, 2022
Assets	Assets					Assets

Cash and cash equivalents	Cash and cash equivalents	$	121	$	13	Cash and cash equivalents	$	393	$	238

Receivables, net	Receivables, net	941		654		Receivables, net	714		737
Current assets - related parties	Current assets - related parties	698		644		Current assets - related parties	701		729
Inventories	Inventories	151		142		Inventories	141		148

Other current assets	Other current assets	40		54		Other current assets	63		53
Total current assets	Total current assets	1,951		1,507		Total current assets	2,012		1,905
Equity method investments	Equity method investments	4,108		3,981		Equity method investments	4,144		4,095
Property, plant and equipment, net	Property, plant and equipment, net	18,910		20,042		Property, plant and equipment, net	18,758		18,848
Intangibles, net	Intangibles, net	736		831		Intangibles, net	673		705
Goodwill	Goodwill	7,645		7,657		Goodwill	7,645		7,645
Right of use assets, net	Right of use assets, net	288		268		Right of use assets, net	274		283
Noncurrent assets - related parties	Noncurrent assets - related parties	1,222		1,161		Noncurrent assets - related parties	1,212		1,225
Other noncurrent assets	Other noncurrent assets	952		60		Other noncurrent assets	954		959
Total assets	Total assets	35,812		35,507		Total assets	35,672		35,665

Liabilities	Liabilities					Liabilities

Accounts payable	Accounts payable	289		172		Accounts payable	139		224
Accrued liabilities	Accrued liabilities	300		363		Accrued liabilities	266		269

Current liabilities - related parties	Current liabilities - related parties	364		1,780		Current liabilities - related parties	327		343
Accrued property, plant and equipment	Accrued property, plant and equipment	111		97		Accrued property, plant and equipment	158		128

Long-term debt due within one year	Long-term debt due within one year	982		499		Long-term debt due within one year	1		988
Accrued interest payable	Accrued interest payable	192		202		Accrued interest payable	192		237
Operating lease liabilities	Operating lease liabilities	44		59		Operating lease liabilities	45		46

Other current liabilities	Other current liabilities	217		176		Other current liabilities	184		166
Total current liabilities	Total current liabilities	2,499		3,348		Total current liabilities	1,312		2,401
Long-term deferred revenue	Long-term deferred revenue	170		383		Long-term deferred revenue	233		219
Long-term liabilities - related parties	Long-term liabilities - related parties	318		302		Long-term liabilities - related parties	338		338
Long-term debt	Long-term debt	18,797		18,072		Long-term debt	20,393		18,808
Deferred income taxes	Deferred income taxes	14		10		Deferred income taxes	13		13
Long-term operating lease liabilities	Long-term operating lease liabilities	241		205		Long-term operating lease liabilities	221		230
Other long-term liabilities	Other long-term liabilities	130		170		Other long-term liabilities	114		142
Total liabilities	Total liabilities	22,169		22,490		Total liabilities	22,624		22,151
Commitments and contingencies (see Note 15)
Commitments and contingencies (see Note 14)						Commitments and contingencies (see Note 14)
Series A preferred units (30 million and 30 million units issued and outstanding)	Series A preferred units (30 million and 30 million units issued and outstanding)	967		965		Series A preferred units (30 million and 30 million units issued and outstanding)	968		968

Equity	Equity					Equity
Common unitholders - public (359 million and 369 million units issued and outstanding)		8,569		8,579
Common unitholders - public (354 million and 354 million units issued and outstanding)						Common unitholders - public (354 million and 354 million units issued and outstanding)	8,459		8,413

Common unitholders - MPC (647 million and 647 million units issued and outstanding)	Common unitholders - MPC (647 million and 647 million units issued and outstanding)	3,276		2,638		Common unitholders - MPC (647 million and 647 million units issued and outstanding)	3,388		3,293

Series B preferred units (0.6 million and 0.6 million units issued and outstanding)		601		611
Series B preferred units (0.0 million and 0.6 million units issued and outstanding)						Series B preferred units (0.0 million and 0.6 million units issued and outstanding)	—		611

Accumulated other comprehensive loss	Accumulated other comprehensive loss	(8)		(17)		Accumulated other comprehensive loss	(4)		(8)
Total MPLX LP partners’ capital	Total MPLX LP partners’ capital	12,438		11,811		Total MPLX LP partners’ capital	11,843		12,309
Noncontrolling interests	Noncontrolling interests	238		241		Noncontrolling interests	237		237
Total equity	Total equity	12,676		12,052		Total equity	12,080		12,546
Total liabilities, preferred units and equity	Total liabilities, preferred units and equity	$	35,812	$	35,507	Total liabilities, preferred units and equity	$	35,672	$	35,665

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

Table of Contents

MPLX LP

Consolidated Statements of Cash Flows (Unaudited)


		Nine Months Ended September 30,					Three Months Ended March 31,
(In millions)	(In millions)	2022		2021		(In millions)	2023		2022
Operating activities:	Operating activities:					Operating activities:
Net income	Net income	$	3,154	$	2,274	Net income	$	952	$	833
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred financing costs	Amortization of deferred financing costs	55		53		Amortization of deferred financing costs	17		18
Depreciation and amortization	Depreciation and amortization	925		971		Depreciation and amortization	296		313
Impairment expense		—		42

Deferred income taxes	Deferred income taxes	4		(1)		Deferred income taxes	—		4

Gain on sales-type leases		(509)		—

Loss on disposal of assets	Loss on disposal of assets	23		4		Loss on disposal of assets	—		18
Income from equity method investments	Income from equity method investments	(335)		(228)		Income from equity method investments	(134)		(99)
Distributions from unconsolidated affiliates	Distributions from unconsolidated affiliates	405		361		Distributions from unconsolidated affiliates	140		120
Change in fair value of derivatives	Change in fair value of derivatives	(62)		41		Change in fair value of derivatives	(5)		(9)
Changes in:	Changes in:					Changes in:
Current receivables		(219)		(162)
Receivables						Receivables	38		(87)
Inventories	Inventories	(7)		(22)		Inventories	(2)		(7)
Current accounts payable and accrued liabilities		49		166
Current assets/current liabilities - related parties		52		94
Accounts payable and accrued liabilities						Accounts payable and accrued liabilities	(130)		73
Assets/liabilities - related parties						Assets/liabilities - related parties	44		(112)

Right of use assets/operating lease liabilities	Right of use assets/operating lease liabilities	1		2		Right of use assets/operating lease liabilities	(1)		(1)
Deferred revenue	Deferred revenue	64		65		Deferred revenue	3		16
All other, net	All other, net	51		11		All other, net	9		45
Net cash provided by operating activities	Net cash provided by operating activities	3,651		3,671		Net cash provided by operating activities	1,227		1,125
Investing activities:	Investing activities:					Investing activities:
Additions to property, plant and equipment	Additions to property, plant and equipment	(535)		(374)		Additions to property, plant and equipment	(169)		(169)
Acquisitions, net of cash acquired		(28)		—

Disposal of assets	Disposal of assets	74		77		Disposal of assets	—		3

Investments in unconsolidated affiliates	Investments in unconsolidated affiliates	(198)		(116)		Investments in unconsolidated affiliates	(51)		(110)

Distributions from unconsolidated affiliates - return of capital		11		36

Net cash used in investing activities	Net cash used in investing activities	(676)		(377)		Net cash used in investing activities	(220)		(276)
Financing activities:	Financing activities:					Financing activities:
Long-term debt - borrowings		3,379		3,000
- repayments		(2,202)		(4,946)
Related party debt - borrowings		2,824		6,571
- repayments		(4,274)		(5,201)
Long-term debt borrowings						Long-term debt borrowings	1,589		2,385
Long-term debt repayments						Long-term debt repayments	(1,000)		(1,201)
Related party debt borrowings						Related party debt borrowings	—		1,849
Related party debt repayments						Related party debt repayments	—		(2,976)
Debt issuance costs	Debt issuance costs	(29)		—		Debt issuance costs	(15)		(16)

Unit repurchases	Unit repurchases	(315)		(465)		Unit repurchases	—		(100)
Redemption of Series B preferred units						Redemption of Series B preferred units	(600)		—

Distributions to noncontrolling interests	Distributions to noncontrolling interests	(29)		(29)		Distributions to noncontrolling interests	(10)		(9)
Distributions to Series A preferred unitholders	Distributions to Series A preferred unitholders	(63)		(61)		Distributions to Series A preferred unitholders	(23)		(21)
Distributions to Series B preferred unitholders	Distributions to Series B preferred unitholders	(41)		(41)		Distributions to Series B preferred unitholders	(21)		(21)
Distributions to unitholders and general partner	Distributions to unitholders and general partner	(2,144)		(2,126)		Distributions to unitholders and general partner	(777)		(716)

Contributions from MPC	Contributions from MPC	30		31		Contributions from MPC	8		10

All other, net	All other, net	(3)		(3)		All other, net	(3)		(4)
Net cash used in financing activities	Net cash used in financing activities	(2,867)		(3,270)		Net cash used in financing activities	(852)		(820)
Net change in cash, cash equivalents and restricted cash	Net change in cash, cash equivalents and restricted cash	108		24		Net change in cash, cash equivalents and restricted cash	155		29
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	13		15		Cash, cash equivalents and restricted cash at beginning of period	238		13
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	121	$	39	Cash, cash equivalents and restricted cash at end of period	$	393	$	42

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															Partnership
(In millions)	(In millions)	Common Unit-holders Public		Common Unit-holder MPC		Series B Preferred Unit-holders		Accumulated Other Comprehensive Loss		Non-controlling Interests		Total		Series A Preferred Unit-holders		(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, 2021																Balance at December 31, 2021	$	8,579	$	2,638	$	611	$	(17)	$	241	$	12,052	$	965

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

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

Other																Other	(1)		—		—		9		—		8		—

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

Balance at December 31, 2022																Balance at December 31, 2022	$	8,413	$	3,293	$	611	$	(8)	$	237	$	12,546	$	968

Net income																Net income	323		592		5		—		9		929		23

Redemption of Series B preferred units																Redemption of Series B preferred units	(2)		(3)		(595)		—		—		(600)		—
Distributions																Distributions	(275)		(502)		(21)		—		(10)		(808)		(23)
Contributions																Contributions	—		8		—		—		—		8		—

Other																Other	—		—		—		4		1		5		—

Balance at March 31, 2023																Balance at March 31, 2023	$	8,459	$	3,388	$	—	$	(4)	$	237	$	12,080	$	968

Balance at December 31, 2020		$	9,384	$	2,792	$	611	$	(15)	$	245	$	13,017	$	968
Net income		266		443		11		—		9		729		20
Unit repurchases		(155)		—		—		—		—		(155)		—
Distributions		(269)		(445)		(21)		—		(10)		(745)		(20)
Contributions		—		7		—		—		—		7		—
Other		—		(1)		—		(2)		—		(3)		—
Balance at March 31, 2021		9,226		2,796		601		(17)		244		12,850		968

Net income		251		423		10		—		9		693		21
Unit repurchases		(155)		—		—		—		—		(155)		—

Distributions		(262)		(445)		—		—		(10)		(717)		(21)
Contributions		—		122		—		—		—		122		—

Other		1		1		—		—		—		2		—

Balance at June 30, 2021		9,061		2,897		611		(17)		243		12,795		968

Net income		278		476		10		—		9		773		38
Unit repurchases		(160)		—		—		—		—		(160)		—

Distributions		(261)		(445)		(20)		—		(9)		(735)		(20)
Contributions		—		16		—		—		—		16		—
Other		1		—		—		—		—		1		—

Balance at September 30, 2021		$	8,919	$	2,944	$	601	$	(17)	$	243	$	12,690	$	986

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

Net income		502		893		10		—		9		1,414		23
Unit repurchases		(196)		—		—		—		—		(196)		—

Distributions		(258)		(456)		(20)		—		(10)		(744)		(21)
Contributions		—		55		—		—		—		55		—

Other		3		—		—		—		—		3		—

Balance at September 30, 2022		$	8,569	$	3,276	$	601	$	(8)	$	238	$	12,676	$	967

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

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Notes to Consolidated Financial Statements (Unaudited)

1. Description of the Business and Basis of Presentation

Description of the Business

MPLX LP is a diversified, large-cap master limited partnership formed by Marathon Petroleum Corporation that owns and operates midstream energy infrastructure and logistics assets, and provides fuels distribution services. References in this report to “MPLX LP,” “MPLX,” “the Partnership,” “we,” “ours,” “us,” or like terms refer to MPLX LP and its subsidiaries. References to ~~“MPC”~~our sponsor and customer, “MPC,” refer collectively to Marathon Petroleum Corporation ~~as our sponsor~~ and its subsidiaries, other than the Partnership. We are engaged in the gathering, transportation, storage and distribution of crude oil, refined products, ~~and~~ other hydrocarbon-based ~~products;~~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, ~~and~~ other hydrocarbon-based ~~products;~~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, ~~2021.~~2022. The results of operations for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 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.

Certain prior period financial statement amounts have been reclassified to conform to current period presentation.

2. Accounting Standards

~~Recently~~Not Yet Adopted

ASU ~~2021-10, Government Assistance~~2023-01, Leases (Topic ~~832)~~842): ~~Disclosures by Business Entities about Government Assistance~~

Common Control Arrangements

In ~~November 2021,~~March 2023, the FASB issued ~~guidance requiring~~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 ~~certain types of government assistance that have been accounted for by analogy to grant or contribution models. Disclosures will include information about~~fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. We do not expect the ~~type of transactions, accounting and the impact on financial statements. MPLX prospectively adopted this standard in the first quarter of 2022. The adoption~~application of this ~~standard did not~~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
September 30, September 30, December 31,
(In millions, except ownership percentages) 2022 2022 2021
L&S
MarEn Bakken Company LLC(1)
25% $ 485 $ 449
Illinois Extension Pipeline Company, L.L.C. 35% 247 243
LOOP LLC 41% 283 265
Andeavor Logistics Rio Pipeline LLC(2)
67% 179 183
Minnesota Pipe Line Company, LLC 17% 180 183
Whistler Pipeline LLC(2)
38% 188 155
Explorer Pipeline Company 25% 62 66
W2W Holdings LLC(2)
50% 60 58
Other(2)
148 116
Total L&S 1,832 1,718
G&P
MarkWest Utica EMG, L.L.C.(2)
57% 676 680
Sherwood Midstream LLC(2)
50% 515 544
MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C.(2)
67% 338 332
MarkWest Torñado GP, L.L.C.(2)
60% 301 246
Rendezvous Gas Services, L.L.C.(2)
78% 139 147
Sherwood Midstream Holdings LLC(2)
51% 128 136
Centrahoma Processing LLC 40% 134 133
Other(2)
45 45
Total G&P 2,276 2,263
Total $ 4,108 $ 3,981


		Ownership as of	Carrying value at
		March 31,	March 31,		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%	243		236
LOOP LLC		41%	292		287
MarEn Bakken Company LLC(1)		25%	466		475
Minnesota Pipe Line Company, LLC		17%	177		178
Whistler Pipeline LLC		38%	217		211
Other(2)	X		289		269
Total L&S			1,860		1,833
G&P
Centrahoma Processing LLC		40%	129		131
MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C	X	67%	336		335
MarkWest Torñado GP, L.L.C.	X	60%	312		306
MarkWest Utica EMG, L.L.C.	X	58%	692		669
Rendezvous Gas Services, L.L.C.	X	78%	135		137
Sherwood Midstream Holdings LLC	X	51%	122		125
Sherwood Midstream LLC	X	50%	509		512
Other(2)	X		49		47
Total G&P			2,284		2,262
Total			$	4,144	$	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) ~~Investments deemed to be VIEs.~~ 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~~interest. As such, we have determined that these entities should not be consolidated and ~~apply~~applied the equity method of accounting with respect to our investments in each entity.

Sherwood Midstream LLC (“Sherwood Midstream”) has been deemed the primary beneficiary of Sherwood Midstream Holdings LLC (“Sherwood Midstream Holdings”) due to its controlling financial interest through its authority to manage the joint venture. As a result, Sherwood Midstream consolidates Sherwood Midstream Holdings. Therefore, MPLX also reports its portion of Sherwood Midstream Holdings’ net assets as a component of its investment in Sherwood Midstream. As of ~~September 30, 2022,~~March 31, 2023, MPLX ~~has~~had a ~~24.55~~24.54 percent indirect ownership interest in Sherwood Midstream Holdings through Sherwood Midstream.

MPLX’s maximum exposure to loss as a result of its involvement with equity method investments includes its equity investment, any additional capital contribution commitments and any operating expenses incurred by the subsidiary operator in excess of its compensation received for the performance of the operating services. MPLX did not provide any financial support to equity method investments that it was not contractually obligated to provide during the ~~nine~~three months ended ~~September 30, 2022.~~March 31, 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.

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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

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fees for storage ~~capacity,~~capacity; operating and management ~~fees,~~fees; as well as reimbursements for certain direct and indirect costs. MPC has also committed to provide a fixed fee for 100 percent of available capacity for boats, barges and third-party chartered equipment under the marine transportation service agreement. MPLX also has a keep-whole commodity agreement with MPC under which MPC pays us a processing fee for NGLs related to keep-whole agreements and delivers shrink gas to the producers on our behalf. We pay MPC a marketing fee in exchange for assuming the commodity risk. Additionally, MPLX has obligations to MPC for services provided to MPLX by MPC under omnibus and employee services-type agreements as well as other agreements.

On June 30, 2022, MPLX and MPC entered into a Master Amendment to Transportation Services Agreements (“Master Amendment”). The Master Amendment extends the term of six transportation services agreements through 2032 and provides for automatic renewals of up to two additional five-year terms, subject to either party providing written notice at least six months prior to the end of the then-current term.

Related Party Loan

MPLX is party to a loan agreement (the “MPC Loan Agreement”) with ~~MPC Investment LLC (“MPC Investment”).~~MPC. Under the terms of the MPC Loan Agreement, MPC ~~Investment~~ extends loans to MPLX on a revolving basis as requested by MPLX and as agreed to by ~~MPC Investment.~~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 ~~Investment~~ may demand payment of all or any portion of the outstanding principal amount of the loan, together with all accrued and unpaid interest and other amounts (if any), at any time prior to maturity. Borrowings under the MPC Loan Agreement bear interest at ~~LIBOR~~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.

~~Activity~~There was no activity on the MPC Loan Agreement ~~was as follows:~~

Nine Months Ended
September 30,
(In millions) 2022 2021
Borrowings $ 2,824 $ 6,571
Weighted average interest rate of borrowings 1.458 % 1.345 %
Repayments $ 4,274 $ 5,201
Outstanding balance at end of period $ — $ 1,370
for the three months ended March 31, 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. ~~These~~Amounts earned under these agreements are classified as Other income - related parties in the Consolidated Statements of Income.

Certain product sales to MPC net to zero within the consolidated financial statements as the transactions are recorded net due to the terms of the agreements under which such product was sold. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and March 31, 2022, these sales totaled ~~$235~~$198 million and ~~$809 million, respectively. For the three and nine months ended September 30, 2021, these sales totaled $203 million and $548~~$293 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”)~~. Omnibus charges included in Rental cost of sales - related parties primarily relate to services that support MPLX’s rental operations~~ and ~~maintenance of assets available~~ for rent, as well as compensation expenses. Omnibus charges included in Purchases - related parties primarily relate to services that support MPLX’s operations and maintenance activities, as well as compensation expenses. Omnibus charges included in General and administrative expenses primarily relate to services that support MPLX’s executive management, accounting and human resources activities. MPLX also obtainscertain employee services ~~from MPC~~provided to MPLX under employee services agreements (“ESA charges”). Omnibus charges and ESA charges ~~for personnel directly involved in or supporting operations and maintenance activities related to rental services~~ are

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classified as Rental cost of sales - related ~~parties. ESA charges for personnel directly involved in or supporting operations and maintenance activities related to other services are classified as~~parties, Purchases - related ~~parties. ESA charges for personnel involved in executive management, accounting and human resources activities are classified as~~parties, or General and administrative ~~expenses.~~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 nine~~ months ended ~~September 30,~~March 31, 2023 and March 31, 2022, General and administrative expenses incurred from MPC totaled ~~$60~~$64 million and ~~$173 million, respectively. For the three and nine months ended September 30, 2021, General and administrative expenses incurred from MPC totaled $70 million and $190~~$55 million, respectively.

Some charges incurred under the omnibus and ~~ESA~~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 inon the Consolidated Balance Sheets. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and March 31, 2022, these charges totaled ~~$16~~$10 million and ~~$54 million, respectively. For the three and nine months ended September 30, 2021, these charges totaled $13 million and $40~~$19 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)	(In millions)	September 30, 2022		December 31, 2021		(In millions)	March 31, 2023		December 31, 2022
Current assets - related parties	Current assets - related parties					Current assets - related parties
Receivables	Receivables	$	581	$	555	Receivables	$	559	$	610
Lease receivables	Lease receivables	102		82		Lease receivables	121		111
Prepaid	Prepaid	12		4		Prepaid	17		5
Other	Other	3		3		Other	4		3
Total	Total	698		644		Total	701		729
Noncurrent assets - related parties	Noncurrent assets - related parties					Noncurrent assets - related parties
Long-term lease receivables	Long-term lease receivables	889		854		Long-term lease receivables	865		883
Right of use assets	Right of use assets	229		229		Right of use assets	228		228
Unguaranteed residual asset	Unguaranteed residual asset	77		47		Unguaranteed residual asset	95		87
Long-term receivables	Long-term receivables	27		31		Long-term receivables	24		27
Total	Total	1,222		1,161		Total	1,212		1,225
Current liabilities - related parties	Current liabilities - related parties					Current liabilities - related parties
MPC loan agreement and other payables(1)	MPC loan agreement and other payables(1)	291		1,702		MPC loan agreement and other payables(1)	239		262

Deferred revenue - project reimbursements		38		42
Deferred revenue - minimum volume deficiencies		34		35
Deferred revenue						Deferred revenue	87		80
Operating lease liabilities	Operating lease liabilities	1		1		Operating lease liabilities	1		1
Total	Total	364		1,780		Total	327		343
Long-term liabilities - related parties	Long-term liabilities - related parties					Long-term liabilities - related parties
Long-term operating lease liabilities	Long-term operating lease liabilities	227		228		Long-term operating lease liabilities	227		228

Long-term deferred revenue - project reimbursements		91		74
Long-term deferred revenue						Long-term deferred revenue	111		110
Total	Total	$	318	$	302	Total	$	338	$	338

(1) Includes $1,450 million as of December 31, 2021 related to outstanding borrowings on the MPC Loan Agreement, which are included in Current liabilities - related parties on the Consolidated Balance Sheets. There were no borrowings outstanding on the ~~intercompany loan with~~ MPC Loan Agreement as of ~~September 30,~~March 31, 2023 or December 31, 2022.

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Other Related Party Transactions

From time to time, MPLX may also sell to or purchase from related parties, assets and inventory at the lesser of average unit cost or net realizable value. Sales to related parties for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and March 31, 2022 ~~and 2021~~ were ~~$20~~$5 million and ~~$19~~$8 million, respectively. ~~Purchases from related parties for the nine months ended September 30, 2022 were $31 million and were immaterial for the nine months ended September 30, 2021.~~

5. Equity

The changes in the number of common units during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 are summarized below:

(In units)

Common Units

Balance at December 31, ~~2021~~2022

~~1,016,178,378~~1,001,020,616

Unit-based compensation awards

~~190,529~~142,742

~~Units redeemed in unit repurchase program~~

~~(10,353,035)~~

Balance at ~~September 30, 2022~~March 31, 2023

~~1,006,015,872~~1,001,163,358

Unit Repurchase Program

~~On November 2, 2020, MPLX announced the board authorization of a unit repurchase program for the repurchase of up to $1 billion of MPLX’s outstanding common units held by the public.~~ 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. ~~The~~This unit repurchase ~~authorizations have~~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.

~~Total unit repurchases~~No units were ~~as follows for~~repurchased during the ~~respective periods:~~

Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions, except per unit data) 2022 2021 2022 2021
Number of common units repurchased 6 6 10 18
Cash paid for common units repurchased $ 180 $ 155 $ 315 $ 465
Average cost per unit $ 31.65 $ 28.41 $ 31.98 $ 26.79

three months ended March 31, 2023. As of ~~September 30, 2022,~~March 31, 2023, we had ~~$1,006~~$846 million remaining under the unit repurchase ~~authorization, which reflects the repurchase of 532,326 common units for $16 million that were transacted in the third quarter of 2022 and settled in the fourth quarter of 2022.~~authorization.

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Redemption of the Series B Preferred Units

On February 15, 2023, MPLX ~~has~~exercised its right to redeem all 600,000 outstanding units of 6.875 percent Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units ~~representing limited partner interests of MPLX with a price to the public of $1,000 per unit~~ (the “Series B preferred units”). ~~The~~MPLX paid unitholders the Series B preferred unit redemption price of $1,000 per unit.

Distributions on the Series B preferred units are pari passu with the Series A preferred units with respect to distribution rights and rights upon liquidation. Series B preferred unitholders are entitled to receive a fixed distribution of $68.75 per unit, per annum,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. ~~After~~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 ~~holders of Series B preferred units are entitled to receive cumulative, quarterly distributions payable~~redemption.

The changes in arrears on the 15th day of February, May, August and November of each year, or the first business day thereafter, based on a floating annual rate equal to the three-month LIBOR plus 4.652 percent, in each case assuming a distribution is declared by the Board of Directors. MPLX has the right to redeem some or all of the Series B preferred units, at any time, on or after February 15, 2023 at the Series B preferred unit ~~redemption price~~balance during the three months ended March 31, 2023 and March 31, 2022 are included in the Consolidated Statements of ~~$1,000 per unit, plus any accumulated and unpaid distributions up to the redemption date.~~Equity within Series B preferred units.

~~Cash distributions~~Distributions

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Quarterly distributions for ~~2022~~2023 and ~~2021~~2022 are summarized below:

(Per common unit) 2022 2021
March 31, $ 0.7050 $ 0.6875
June 30, 0.7050 0.6875
September 30,(1)
$ 0.7750 $ 1.2800

~~(1) Includes a supplemental distribution amount of $0.575 per common unit declared and paid during the fourth quarter of 2021 (the “Supplemental Distribution Amount”).~~

~~In accordance with the distribution rights discussed above, MPLX made cash distributions of $21 million to Series B unitholders on February 15, 2022 and August 15, 2022.~~


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

The allocation of total quarterly cash distributions to limited and preferred unitholders is as follows for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~March 31, 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 September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(In millions)	(In millions)	2022		2021		2022		2021		(In millions)	2023		2022
Common and preferred unit distributions:	Common and preferred unit distributions:									Common and preferred unit distributions:
Common unitholders, includes common units of general partner~~(1)~~	Common unitholders, includes common units of general partner~~(1)~~	$	777	$	1,305	$	2,204	$	2,717	Common unitholders, includes common units of general partner~~(1)~~	$	776	$	713

Series A preferred unit distributions~~(1)~~	Series A preferred unit distributions~~(1)~~	23		38		65		79		Series A preferred unit distributions~~(1)~~	23		21
Series B preferred unit distributions(1)	Series B preferred unit distributions(1)	10		10		31		31		Series B preferred unit distributions(1)	5		11
Total cash distributions declared	Total cash distributions declared	$	810	$	1,353	$	2,300	$	2,827	Total cash distributions declared	$	804	$	745

(1) ~~2021 periods include~~Represents the ~~Supplemental Distribution Amount.~~portion of the $21 million distribution paid to the Series B preferred unitholders on February 15, 2023 that was earned during the three months ended March 31, 2023.

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 nine~~ months ended ~~September 30,~~March 31, 2023 and March 31, 2022, ~~and 2021,~~ MPLX had participating securities consisting of common units, certain equity-based compensation awards, Series A preferred units and Series B preferred units and 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 nine~~ months ended ~~September 30,~~March 31, 2023 andMarch 31, 2022 ~~and 2021~~ were less than 1 million.

Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2022 2021 2022 2021
Net income attributable to MPLX LP(1)
$ 1,428 $ 802 $ 3,128 $ 2,247
Less: Distributions declared on Series A preferred units(2)
23 38 65 79
Distributions declared on Series B preferred units 10 10 31 31
Limited partners’ distributions declared on MPLX common units (including common units of general partner)(2)
777 1,305 2,204 2,717
Undistributed net gain/ (loss) attributable to MPLX LP $ 618 $ (551) $ 828 $ (580)

~~(1) The three and nine months ended September 30, 2022 include a $509 million non-cash gain on a lease reclassification. See Note 14 for additional information.~~

~~(2) 2021 periods include the Supplemental Distribution Amount.~~


	Three Months Ended March 31,
(In millions)	2023		2022
Net income attributable to MPLX LP	$	943	$	825
Less: Distributions declared on Series A preferred units	23		21

Distributions declared on Series B preferred units	5		11
Limited partners’ distributions declared on MPLX common units (including common units of general partner)	776		713

Undistributed net gain attributable to MPLX LP	$	139	$	80

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		Three Months Ended September 30, 2022						Three Months Ended March 31, 2023
(In millions, except per unit data)	(In millions, except per unit data)	Limited Partners’ Common Units		Series A Preferred Units		Series B Preferred Units			Total		(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	Basic and diluted net income attributable to MPLX LP per unit										Basic and diluted net income attributable to MPLX LP per unit
Net income attributable to MPLX LP:	Net income attributable to MPLX LP:										Net income attributable to MPLX LP:
Distributions declared	Distributions declared	$	777	$	23	$	10		$	810	Distributions declared	$	776	$	23	$	5	$	804
Undistributed net gain attributable to MPLX LP~~(1)~~	Undistributed net gain attributable to MPLX LP~~(1)~~	600		$	18	—			618		Undistributed net gain attributable to MPLX LP~~(1)~~	135		4		—		139
Net income attributable to MPLX LP~~(2)~~(1)	Net income attributable to MPLX LP~~(2)~~(1)	$	1,377	$	41	$	10		$	1,428	Net income attributable to MPLX LP~~(2)~~(1)	911		$	27	$	5	943
Impact of redemption of Series B preferred units											Impact of redemption of Series B preferred units	(5)						(5)
Income available to common unitholders											Income available to common unitholders	$	906					$	938
Weighted average units outstanding:	Weighted average units outstanding:										Weighted average units outstanding:
Basic	Basic	1,010									Basic	1,001
Diluted	Diluted	1,011									Diluted	1,001
Net income attributable to MPLX LP per limited partner unit:	Net income attributable to MPLX LP per limited partner unit:										Net income attributable to MPLX LP per limited partner unit:
Basic	Basic	$	1.36								Basic	$	0.91
Diluted	Diluted	$	1.36								Diluted	$	0.91

(1) The undistributed net gain attributable to MPLX LP includes a $509 million non-cash gain on a lease reclassification for the three months ended September 30, 2022. See Note 14 for additional information.

~~(2)~~ Allocation of net income attributable to MPLX LP assumes all earnings for the period had been distributed based on the distribution priorities applicable to the period.


		Three Months Ended September 30, 2021						Three Months Ended March 31, 2022
(In millions, except per unit data)	(In millions, except per unit data)	Limited Partners’ Common Units		Series A Preferred Units		Series B Preferred Units			Total		(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	Basic and diluted net income attributable to MPLX LP per unit										Basic and diluted net income attributable to MPLX LP per unit
Net income attributable to MPLX LP:	Net income attributable to MPLX LP:										Net income attributable to MPLX LP:
Distributions declared~~(1)~~	Distributions declared~~(1)~~	$	1,305	$	38	$	10		$	1,353	Distributions declared~~(1)~~	$	713	$	21	$	11	$	745
Undistributed net loss attributable to MPLX LP		(551)		—		—			(551)
Undistributed net gain attributable to MPLX LP											Undistributed net gain attributable to MPLX LP	78		2		—		80
Net income attributable to MPLX LP~~(2)~~(1)	Net income attributable to MPLX LP~~(2)~~(1)	$	754	$	38	$	10		$	802	Net income attributable to MPLX LP~~(2)~~(1)	$	791	$	23	$	11	$	825
Weighted average units outstanding:	Weighted average units outstanding:										Weighted average units outstanding:
Basic	Basic	1,024									Basic	1,015
Diluted	Diluted	1,025									Diluted	1,015
Net income attributable to MPLX LP per limited partner unit:	Net income attributable to MPLX LP per limited partner unit:										Net income attributable to MPLX LP per limited partner unit:
Basic	Basic	$	0.74								Basic	$	0.78
Diluted	Diluted	$	0.74								Diluted	$	0.78

(1) ~~Includes the Supplemental Distribution Amount.~~

~~(2) 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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Nine Months Ended September 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 $ 2,204 $ 65 $ 31 $ 2,300
Undistributed net gain attributable to MPLX LP(1)
804 24 — 828
Net income attributable to MPLX LP(2)
$ 3,008 $ 89 $ 31 $ 3,128
Weighted average units outstanding:
Basic 1,012
Diluted 1,013
Net income attributable to MPLX LP per limited partner unit:
Basic $ 2.97
Diluted $ 2.97

(1) The undistributed net gain attributable to MPLX LP includes a $509 million non-cash gain on a lease reclassification for the nine months ended September 30, 2022. See Note 14 for additional information.

~~(2) Allocation of net income attributable to MPLX LP assumes all earnings for the period had been distributed based on the distribution priorities applicable to the period.~~

Nine Months Ended September 30, 2021
(In millions, except per unit data) Limited Partners’
Common Units Series A Preferred Units Series B Preferred Units Total
Basic and diluted net income attributable to MPLX LP per unit
Net income attributable to MPLX LP:
Distributions declared(1)
$ 2,717 $ 79 $ 31 $ 2,827
Undistributed net loss attributable to MPLX LP (580) — — (580)
Net income attributable to MPLX LP(2)
$ 2,137 $ 79 $ 31 $ 2,247
Weighted average units outstanding:
Basic 1,030
Diluted 1,030
Net income attributable to MPLX LP per limited partner unit:
Basic $ 2.07
Diluted $ 2.07

~~(1) Includes the Supplemental Distribution Amount.~~

~~(2)~~ 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 ~~(“CEO”)~~ of its general partner. The ~~CEO~~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, ~~and~~ other hydrocarbon-based ~~products.~~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 ~~CEO~~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) ~~impairment expense; (iv)~~ income/(loss) from equity method investments; ~~(v)~~(iv) distributions and adjustments related to equity

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method investments; ~~(vi)~~(v) gain on sales-type leases; (vi) impairment expense; (vii) noncontrolling interests; and (viii) other adjustments, as ~~deemed necessary.~~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 ~~CEO~~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 September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(In millions)	(In millions)	2022		2021		2022		2021		(In millions)	2023		2022
L&S	L&S									L&S
Service revenue	Service revenue	$	1,038	$	983	$	3,031	$	2,928	Service revenue	$	1,033	$	983
Rental income	Rental income	210		172		593		597		Rental income	212		175
Product related revenue	Product related revenue	4		3		15		11		Product related revenue	5		4
Sales-type lease revenue	Sales-type lease revenue	118		132		343		305		Sales-type lease revenue	125		111
Income from equity method investments	Income from equity method investments	72		41		183		112		Income from equity method investments	71		52
Other income	Other income	8		15		42		46		Other income	14		12
Total segment revenues and other income(1)	Total segment revenues and other income(1)	1,450		1,346		4,207		3,999		Total segment revenues and other income(1)	1,460		1,337
Segment Adjusted EBITDA(2)	Segment Adjusted EBITDA(2)	969		904		2,839		2,747		Segment Adjusted EBITDA(2)	1,026		904

Capital expenditures	Capital expenditures	80		85		238		220		Capital expenditures	68		77
Investments in unconsolidated affiliates	Investments in unconsolidated affiliates	12		9		90		31		Investments in unconsolidated affiliates	15		68
G&P	G&P									G&P
Service revenue	Service revenue	537		519		1,528		1,520		Service revenue	525		486
Rental income	Rental income	66		80		239		263		Rental income	51		81
Product related revenue	Product related revenue	742		553		2,263		1,357		Product related revenue	564		661
Sales-type lease revenue	Sales-type lease revenue	28		—		28		—		Sales-type lease revenue	34		—
Income from equity method investments	Income from equity method investments	53		51		152		116		Income from equity method investments	63		47
Other income(3)		525		10		534		38
Other income (loss)										Other income (loss)	16		(2)
Total segment revenues and other income(1)	Total segment revenues and other income(1)	1,951		1,213		4,744		3,294		Total segment revenues and other income(1)	1,253		1,273
Segment Adjusted EBITDA(2)	Segment Adjusted EBITDA(2)	502		485		1,482		1,368		Segment Adjusted EBITDA(2)	493		489

Capital expenditures	Capital expenditures	146		69		336		135		Capital expenditures	123		95
Investments in unconsolidated affiliates	Investments in unconsolidated affiliates	$	30	$	23	$	108	$	85	Investments in unconsolidated affiliates	$	36	$	42

(1) Within the total segment revenues and other income amounts presented above, third party revenues for the L&S segment were ~~$175~~$170 million and ~~$468~~$135 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and March 31, 2022, ~~respectively, and $138 million and $405 million for the three and nine months ended September 30, 2021,~~ respectively. Third party revenues for the G&P segment were ~~$1,885~~$1,166 million and ~~$4,551~~$1,212 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and March 31, 2022, ~~respectively, and $1,170 million and $3,147 million for the three and nine months ended September 30, 2021,~~ respectively.

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

~~(3) The three and nine months ended September 30, 2022 include a $509 million non-cash gain on a lease reclassification. See Note 14 for additional information.~~

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The table below provides a reconciliation between Net income and Segment Adjusted EBITDA.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(In millions)	(In millions)	2022		2021		2022		2021		(In millions)	2023		2022
Reconciliation to Net income:	Reconciliation to Net income:									Reconciliation to Net income:
L&S Segment Adjusted EBITDA	L&S Segment Adjusted EBITDA	$	969	$	904	$	2,839	$	2,747	L&S Segment Adjusted EBITDA	$	1,026	$	904
G&P Segment Adjusted EBITDA	G&P Segment Adjusted EBITDA	502		485		1,482		1,368		G&P Segment Adjusted EBITDA	493		489
Total reportable segments	Total reportable segments	1,471		1,389		4,321		4,115		Total reportable segments	1,519		1,393
Depreciation and amortization(1)	Depreciation and amortization(1)	(302)		(324)		(925)		(971)		Depreciation and amortization(1)	(296)		(313)
Gain on sales-type leases		509		—		509		—
Impairment expense		—		—		—		(42)
Interest and other financial costs	Interest and other financial costs	(236)		(220)		(691)		(661)		Interest and other financial costs	(243)		(222)
Income from equity method investments	Income from equity method investments	125		92		335		228		Income from equity method investments	134		99
Distributions/adjustments related to equity method investments	Distributions/adjustments related to equity method investments	(166)		(129)		(450)		(371)		Distributions/adjustments related to equity method investments	(153)		(132)

Adjusted EBITDA attributable to noncontrolling interests										Adjusted EBITDA attributable to noncontrolling interests	10		9
Other(2)	Other(2)	26		(6)		26		(53)		Other(2)	(19)		(1)
Adjusted EBITDA attributable to noncontrolling interests		10		9		29		29

Net income	Net income	$	1,437	$	811	$	3,154	$	2,274	Net income	$	952	$	833

(1) Depreciation and amortization attributable to L&S was ~~$128~~$129 million and ~~$387~~$130 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and March 31, 2022 ~~respectively, and $131 million and $414 million for the three and nine months ended September 30, 2021,~~, respectively. Depreciation and amortization attributable to G&P was ~~$174~~$167 million and ~~$538~~$183 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and March 31, 2022, ~~respectively, and $193 million and $557 million for the three and nine months ended September 30, 2021,~~ 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:


		September 30, 2022						December 31, 2021							March 31, 2023						December 31, 2022
(In millions)	(In millions)	Gross PP&E		Accumulated Depreciation		Net PP&E		Gross PP&E		Accumulated Depreciation		Net PP&E		(In millions)	Gross PP&E		Accumulated Depreciation		Net PP&E		Gross PP&E		Accumulated Depreciation		Net PP&E
L&S	L&S	$	12,373	$	3,456	$	8,917	$	12,371	$	3,227	$	9,144	L&S	$	12,476	$	3,673	$	8,803	$	12,416	$	3,554	$	8,862
G&P	G&P	13,389		3,396		9,993		14,175		3,277		10,898		G&P	13,607		3,652		9,955		13,495		3,509		9,986
Total	Total	$	25,762	$	6,852	$	18,910	$	26,546	$	6,504	$	20,042	Total	$	26,083	$	7,325	$	18,758	$	25,911	$	7,063	$	18,848

We capitalize interest as part of the cost of major projects during the construction period. Capitalized interest totaled $2$3 million and $7$2 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and March 31, 2022, respectively. ~~Capitalized interest totaled $2 millionand $12 million for the three and nine months ended September 30, 2021, respectively.~~

Long-lived assets used in operations are assessed for impairment whenever changes in facts and circumstances indicate that the carrying value of the assets may not be recoverable based on the expected undiscounted future cash flow of an asset group. For purposes of impairment evaluation, long-lived assets must be grouped at the lowest level for which independent cash flows can be identified, which is at least at the segment level and in some cases for similar assets in the same geographic region where cash flows can be separately identified. If the sum of the undiscounted cash flows is less than the carrying value of an asset group, fair value is calculated, and the carrying value is written down if greater than the calculated fair value. In the second quarter of 2021, we recognized impairment expense of $42 million within our G&P segment related to our continued emphasis on portfolio optimization with the divestiture of several non-core assets and the closure of other non-core assets.

9. Fair Value Measurements

Fair Values – Recurring

~~Fair~~The following table presents the impact on the Consolidated Balance Sheets of MPLX’s financial instruments carried at fair value ~~measurements~~on a recurring basis as of March 31, 2023 and ~~disclosures relate primarily to MPLX’s derivative positions as discussed in Note 10.~~December 31, 2022 by fair value hierarchy level.


	March 31, 2023				December 31, 2022
(In millions)	Asset		Liability		Asset		Liability
Commodity contracts (Level 2)
Other current assets / Other current liabilities	$	2	$	—	$	—	$	—
Embedded derivatives in commodity contracts (Level 3)
Other current assets / Other current liabilities	—		11		—		10
Other noncurrent assets / Other long-term liabilities	—		47		—		51
Total carrying value in Consolidated Balance Sheets	$	2	$	58	$	—	$	61

Level 2 instruments include over-the-counter fixed swaps to mitigate the price risk from our sales of propane. The swap valuations are based on observable inputs in the form of forward prices based on Mont Belvieu propane forward spot prices and contain no significant unobservable inputs.

Level 3 instruments relate to an embedded derivative liability for a natural gas purchase commitment embedded in a keep-whole processing agreement. The fair value calculation for these Level 3 instruments used significant unobservable inputs including: (1) NGL prices interpolated and extrapolated due to inactive markets ranging from ~~$0.51~~$0.58 to ~~$1.56~~$1.55 per gallon with a weighted average

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~~of $0.75~~$0.77 per gallon and (2) the probability of renewal of 100 percent 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. ~~Beyond the embedded derivative discussed above, we had no outstanding commodity derivative contracts as of September 30, 2022 or December 31, 2021.~~

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 September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(In millions)	(In millions)	2022		2021		2022		2021		(In millions)	2023		2022

Beginning balance	Beginning balance	$	(92)	$	(102)	$	(108)	$	(63)	Beginning balance	$	(61)	$	(108)
Unrealized and realized gain/ (loss) included in net income(1)		44		(7)		52		(52)
Unrealized and realized gain included in Net Income(1)										Unrealized and realized gain included in Net Income(1)	—		4
Settlements	Settlements	2		5		10		11		Settlements	3		5

Ending balance	Ending balance	(46)		(104)		(46)		(104)		Ending balance	$	(58)	$	(99)

The amount of total gain/ (loss) for the period included in earnings attributable to the change in unrealized gain/ (loss) relating to liabilities still held at end of period		$	42	$	(6)	$	50	$	(44)
The amount of total gain/(loss) for the period included in earnings attributable to the change in unrealized gain/(loss) relating to liabilities still held at end of period										The amount of total gain/(loss) for the period included in earnings attributable to the change in unrealized gain/(loss) relating to liabilities still held at end of period	$	—	$	5

(1) Gain/(loss) on derivatives embedded in commodity contracts are recorded in Purchased product costs in the Consolidated Statements of Income.

~~Fair Values – Non-recurring~~

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Non-recurring fair value measurements and disclosures relate primarily to MPLX’s sales-type leases as discussed in Note 14. The net investment in sales-type leases is recorded at the estimated fair value of the underlying leased assets at contract modification date. The leased assets were valued using a cost method valuation approach which utilizes Level 3 inputs.

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 10).

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:


		September 30, 2022				December 31, 2021					March 31, 2023				December 31, 2022
(In millions)	(In millions)	Fair Value		Carrying Value		Fair Value		Carrying Value		(In millions)	Fair Value		Carrying Value		Fair Value		Carrying Value
Outstanding debt(1)	Outstanding debt(1)	$	17,552	$	19,891	$	20,779	$	18,664	Outstanding debt(1)	$	19,167	$	20,517	$	18,095	$	19,905

(1) ~~Amounts~~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.

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10. Derivatives

As of ~~September 30, 2022,~~March 31, 2023, MPLX had nothe following outstanding commodity contracts ~~beyond~~that were executed to manage the ~~embedded derivative discussed below.~~price risk associated with sales of propane during 2023:

Derivative contracts not designated as hedging instruments

Financial Position

Notional Quantity

Propane (gal)

Short

33,970,000

Embedded Derivative - MPLX has a natural gas purchase commitment embedded in a keep-whole processing agreement with a producer customer in the Southern Appalachian region expiring in December 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 9. As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the estimated fair value of this contract was a liability of ~~$46~~$58 million and ~~$108~~$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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, there were no derivative assets or liabilities that were offset in the Consolidated Balance Sheets. ~~The impact of MPLX’s derivative contracts not designated as hedging instruments on its Consolidated Balance Sheets is summarized below:~~

(In millions) September 30, 2022 December 31, 2021
Balance Sheet Location Asset Liability Asset Liability
Commodity contracts
Other current assets / Other current liabilities $ — $ 7 $ — $ 15
Other noncurrent assets / Other long-term liabilities — 39 — 93
Total $ — $ 46 $ — $ 108

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
September 30, Nine Months Ended
September 30,
(In millions) 2022 2021 2022 2021
Purchased product costs
Realized loss $ (2) $ (5) $ (10) $ (11)
Unrealized gain / (loss) 46 (2) 62 (41)
Purchased product cost derivative gain / (loss) $ 44 $ (7) $ 52 $ (52)


	Three Months Ended March 31,
(In millions)	2023		2022
Product sales:

Unrealized gain	$	2	$	—
Product sales derivative gain	2		—
Purchased product costs:
Realized loss	(3)		(5)
Unrealized gain	3		9
Purchased product cost derivative gain	—		4





Total derivative gain included in Net income	$	2	$	4

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11. Debt

MPLX’s outstanding borrowings consist of the following:


(In millions)	(In millions)	September 30, 2022		December 31, 2021		(In millions)	March 31, 2023		December 31, 2022
MPLX LP:	MPLX LP:					MPLX LP:

MPLX Credit Agreement	MPLX Credit Agreement	$	—	$	300	MPLX Credit Agreement	$	—	$	—

Fixed rate senior notes	Fixed rate senior notes	20,046		18,532		Fixed rate senior notes	20,657		20,046
Consolidated subsidiaries:	Consolidated subsidiaries:					Consolidated subsidiaries:
MarkWest	MarkWest	23		23		MarkWest	12		23
ANDX	ANDX	31		45		ANDX	31		31

Financing lease obligations	Financing lease obligations	8		9		Financing lease obligations	7		8
Total	Total	20,108		18,909		Total	20,707		20,108
Unamortized debt issuance costs	Unamortized debt issuance costs	(120)		(102)		Unamortized debt issuance costs	(130)		(117)
Unamortized discount	Unamortized discount	(209)		(236)		Unamortized discount	(183)		(195)
Amounts due within one year	Amounts due within one year	(982)		(499)		Amounts due within one year	(1)		(988)
Total long-term debt due after one year	Total long-term debt due after one year	$	18,797	$	18,072	Total long-term debt due after one year	$	20,393	$	18,808

Credit Agreement

~~On July 7, 2022, MPLX entered into a new five-year~~MPLX’s credit agreement (the “MPLX Credit Agreement”) ~~to replace the previous $3.5 billion credit facility that was scheduled to expire July 2024. The new 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. ~~The financial covenants of the MPLX Credit Agreement are substantially the same as those contained in the previous credit agreement.~~ Borrowings under the ~~new~~ 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.

~~During~~There was no activity on the ~~nine months ended September 30, 2022, MPLX borrowed $900 million under the new~~ MPLX Credit Agreement ~~and previous credit agreement, at an average interest rate of 1.454 percent,and repaid $1,200 million. At September 30, 2022, MPLX had no outstanding borrowings and less than $1 million in letters of credit outstanding under~~during the ~~new MPLX Credit Agreement, resulting in total availability of approximately $2.0 billion.~~three months ended March 31, 2023.

Fixed Rate Senior Notes

MPLX’s senior notes, including those issued by consolidated subsidiaries, consist of various series of senior notes maturing between ~~2023~~2024 and 2058 with interest rates ranging from 1.750 percent to ~~5.500~~5.650 percent. Interest on each series of notes is payable semi-annually in arrears on various dates depending on the series of the notes.

On ~~March 14, 2022,~~February 9, 2023, MPLX issued ~~$1.5~~$1.6 billion aggregate principal amount of ~~4.950~~notes, consisting of $1.1 billion principal amount of 5.00 percent senior notes due ~~March 2052~~2033 (the ~~“2052~~“2033 Senior Notes”) ~~in an underwritten public offering.~~and $500 million principal amount of 5.65 percent senior notes due 2053 (the “2053 Senior Notes”). The ~~2052~~2033 Senior Notes were offered at a price to the public of ~~98.982~~99.170 percent of par with interest payable semi-annually in arrears, commencing on September ~~14, 2022.~~1, 2023. The ~~net proceeds were used to repay amounts outstanding under the MPC Loan Agreement and under the previous credit agreement.~~

~~On August 11, 2022, MPLX issued $1.0 billion aggregate principal amount of 4.950 percent senior notes due September 2032 (the “2032 Senior Notes”) in an underwritten public offering. The 2032~~2053 Senior Notes were offered at a price to the public of ~~99.433~~99.536 percent of par with interest payable semi-annually in arrears, commencing on ~~March~~September 1, 2023. ~~The~~

On February 15, 2023, MPLX used $600 million of the net proceeds ~~were used~~ to redeem all of the ~~3.500~~outstanding Series B preferred units. On March 13, 2023, MPLX used the remaining proceeds from the issuance of the 2033 Senior Notes and 2053 Senior Notes discussed above, and cash on hand, to redeem all of MPLX’s and MarkWest’s $1.0 billion aggregate principal amount of 4.50 percent senior notes due ~~December 2022 and all of the 3.375 percent senior notes due March~~July 2023, ~~as discussed below.~~

~~On August 25, 2022, MPLX redeemed all of the $500 million 3.500 percent senior notes due December 2022, $14 million of which was issued by Andeavor Logistics LP,~~ at ~~100.1010 percent of the aggregate principal amount,~~par, plus accrued and unpaid ~~interest~~interest. The redemption resulted in a loss of $9 million due to ~~but not including~~ the ~~redemption date. On September 15, 2022, MPLX redeemed all~~immediate expense recognition of unamortized debt discount and issuance costs for the ~~$500 million 3.375 percent senior notes due~~three months ended March 31, 2023, ~~at 100 percent of the aggregate principal amount. The impact of these debt extinguishments was not material to~~which is included on the Consolidated Statements of ~~Income.~~Income as Other financial costs.

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12. Revenue

Disaggregation of Revenue

The following tables represent a disaggregation of revenue for each reportable segment for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021:~~March 31, 2022:


		Three Months Ended September 30, 2022							Three Months Ended March 31, 2023
(In millions)	(In millions)	L&S		G&P		Total		(In millions)	L&S		G&P		Total
Revenues and other income:	Revenues and other income:							Revenues and other income:
Service revenue	Service revenue	$	94	$	533	$	627	Service revenue	$	83	$	522	$	605
Service revenue - related parties	Service revenue - related parties	944		4		948		Service revenue - related parties	950		3		953
Service revenue - product related	Service revenue - product related	—		83		83		Service revenue - product related	—		79		79
Product sales	Product sales	2		615		617		Product sales	2		418		420
Product sales - related parties	Product sales - related parties	2		44		46		Product sales - related parties	3		67		70
Total revenues from contracts with customers	Total revenues from contracts with customers	$	1,042	$	1,279	2,321		Total revenues from contracts with customers	$	1,038	$	1,089	2,127

Non-ASC 606 revenue(1)	Non-ASC 606 revenue(1)					1,080		Non-ASC 606 revenue(1)					586
Total revenues and other income	Total revenues and other income					$	3,401	Total revenues and other income					$	2,713

Three Months Ended September 30, 2021
(In millions) L&S G&P Total
Revenues and other income:
Service revenue $ 87 $ 513 $ 600
Service revenue - related parties 896 6 902
Service revenue - product related — 82 82
Product sales 1 447 448
Product sales - related parties 2 24 26
Total revenues from contracts with customers $ 986 $ 1,072 2,058
Non-ASC 606 revenue(1)
501
Total revenues and other income $ 2,559

Nine Months Ended September 30, 2022
(In millions) L&S G&P Total
Revenues and other income:
Service revenue $ 243 $ 1,515 $ 1,758
Service revenue - related parties 2,788 13 2,801
Service revenue - product related — 324 324
Product sales 5 1,807 1,812
Product sales - related parties 10 132 142
Total revenues from contracts with customers $ 3,046 $ 3,791 6,837
Non-ASC 606 revenue(1)
2,114
Total revenues and other income $ 8,951

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		Nine Months Ended September 30, 2021							Three Months Ended March 31, 2022
(In millions)	(In millions)	L&S		G&P		Total		(In millions)	L&S		G&P		Total
Revenues and other income:	Revenues and other income:							Revenues and other income:
Service revenue	Service revenue	$	262	$	1,505	$	1,767	Service revenue	$	72	$	482	$	554
Service revenue - related parties	Service revenue - related parties	2,666		15		2,681		Service revenue - related parties	911		4		915
Service revenue - product related	Service revenue - product related	—		235		235		Service revenue - product related	—		123		123
Product sales	Product sales	3		1,031		1,034		Product sales	1		496		497
Product sales - related parties	Product sales - related parties	8		91		99		Product sales - related parties	3		42		45
Total revenues from contracts with customers	Total revenues from contracts with customers	$	2,939	$	2,877	5,816		Total revenues from contracts with customers	$	987	$	1,147	2,134

Non-ASC 606 revenue(1)	Non-ASC 606 revenue(1)					1,477		Non-ASC 606 revenue(1)					476
Total revenues and other income	Total revenues and other income					$	7,293	Total revenues and other income					$	2,610

(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. These balances are included in Receivables, net on the Consolidated Balance Sheets.

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 inon 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 ~~refer to~~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.

~~Receivables, net primarily relate to our commodity sales. Portions~~

Table of the Receivables, net balance are attributed to the sale of commodity product controlled by MPLX prior to sale while a significant portion of the balance relates to the sale of commodity product on behalf of our producer customers. The sales and related Receivables, net are commingled and excluded from the table below. MPLX remits the net sales price back to our producer customers upon completion of the sale. Each period end, certain amounts within accounts payable relate to our payments to producer customers. Such amounts are not deemed material at period end as a result of when we settle with each producer.Contents

The tables below reflect the changes in ASC 606 contract balances ~~of each respective line,~~ for the ~~nine-month~~three-month periods ended ~~September 30, 2022~~March 31, 2023 and ~~2021:~~March 31, 2022:

(In millions) Balance at December 31, 2021 Additions/ (Deletions)
Revenue Recognized(1)
Balance at
September 30, 2022
Contract assets $ 25 $ (9) $ — $ 16
Long-term contract assets 2 — — 2
Deferred revenue 56 40 (33) 63
Deferred revenue - related parties 60 79 (83) 56
Long-term deferred revenue 135 27 — 162
Long-term deferred revenue - related parties 31 (5) — 26
Long-term contract liabilities $ 5 $ (1) $ — $ 4

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(In millions)	Balance at December 31, 2022		Additions/ (Deletions)		Revenue Recognized(1)		Balance at March 31, 2023
Contract assets	$	21	$	(5)	$	—	$	16
Long-term contract assets	1		(1)		—		—
Deferred revenue	57		2		(14)		45
Deferred revenue - related parties	63		32		(26)		69
Long-term deferred revenue	216		15		—		231
Long-term deferred revenue - related parties	25		1		—		26
Contract liabilities	—		1		—		1
Long-term contract liabilities	$	2	$	(2)	$	—	$	—


(In millions)	(In millions)	Balance at December 31, 2020		Additions/ (Deletions)		Revenue Recognized(1)		Balance at September 30, 2021		(In millions)	Balance at December 31, 2021		Additions/ (Deletions)		Revenue Recognized(1)		Balance at March 31, 2022
Contract assets	Contract assets	$	40	$	(21)	$	1	$	20	Contract assets	$	25	$	(18)	$	—	$	7
Long-term contract assets	Long-term contract assets	2		—		—		2		Long-term contract assets	2		—		—		2
Deferred revenue	Deferred revenue	37		40		(27)		50		Deferred revenue	56		11		(9)		58
Deferred revenue - related parties	Deferred revenue - related parties	91		59		(77)		73		Deferred revenue - related parties	60		34		(26)		68
Long-term deferred revenue	Long-term deferred revenue	119		11		—		130		Long-term deferred revenue	135		2		—		137
Long-term deferred revenue - related parties	Long-term deferred revenue - related parties	48		(12)		—		36		Long-term deferred revenue - related parties	31		—		—		31
Long-term contract liabilities	Long-term contract liabilities	$	6	$	—	$	—	$	6	Long-term contract liabilities	$	5	$	—	$	—	$	5

(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) at the end of the reporting period.

As of ~~September 30, 2022,~~March 31, 2023, unsatisfied performance obligations included in the Consolidated Balance Sheets are ~~$306~~$370 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 below as it is deemed variable consideration due to volume variability. Additionally, we do not disclose information on the future performance obligations for any contract with an original expected duration of one year or less.


(In millions)	(In millions)			(In millions)
2022		$	497
2023	2023	1,787		2023	$	1,346
2024	2024	1,665		2024	1,680
2025	2025	1,596		2025	1,589
2026	2026	1,427		2026	1,433
2027 and thereafter		1,938
2027				2027	1,312
2028 and thereafter				2028 and thereafter	708
Total revenue on remaining performance obligations(1)(2)(3)	Total revenue on remaining performance obligations(1)(2)(3)	$	8,910	Total revenue on remaining performance obligations(1)(2)(3)	$	8,068

(1) All fixed consideration from contracts with customers is included in the amounts presented above. Variable consideration that is constrained or not required to be estimated as it reflects our efforts to perform is excluded.

(2) Revenues classified as Rental income and Sales-type lease revenue are excluded from this table.

(3) Only minimum volume commitments that are deemed fixed are included in the table above. MPLX has various minimum volume commitments in processing arrangements that vary based on the actual Btu content of the gas received. These amounts are deemed variable consideration and are excluded from the table above.

~~We do not disclose information on the future performance obligations for any contract with an original expected duration of one year or less.~~

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13. Supplemental Cash Flow Information


		Nine Months Ended September 30,					Three Months Ended March 31,
(In millions)	(In millions)	2022		2021		(In millions)	2023		2022
Net cash provided by operating activities included:	Net cash provided by operating activities included:					Net cash provided by operating activities included:
Interest paid (net of amounts capitalized)	Interest paid (net of amounts capitalized)	$	642	$	627	Interest paid (net of amounts capitalized)	$	270	$	213
Income taxes paid	Income taxes paid	2		2		Income taxes paid	1		—

Non-cash investing and financing activities:	Non-cash investing and financing activities:					Non-cash investing and financing activities:
Net transfers of property, plant and equipment (to)/from materials and supplies inventories	Net transfers of property, plant and equipment (to)/from materials and supplies inventories	$	—	$	1	Net transfers of property, plant and equipment (to)/from materials and supplies inventories	9		—
Net transfers of property, plant and equipment to lease receivable						Net transfers of property, plant and equipment to lease receivable	$	28	$	10

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:


		Nine Months Ended September 30,					Three Months Ended March 31,
(In millions)	(In millions)	2022		2021		(In millions)	2023		2022
Additions to property, plant and equipment	Additions to property, plant and equipment	$	535	$	374	Additions to property, plant and equipment	$	169	$	169
Increase/ (decrease) in capital accruals		39		(19)
Increase in capital accruals						Increase in capital accruals	22		3

Total capital expenditures	Total capital expenditures	$	574	$	355	Total capital expenditures	$	191	$	172

14. ~~Leases~~

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

Three Months Ended
September 30, 2022 Three Months Ended
September 30, 2021
(In millions) Related Party Third Party Related Party Third Party
Operating leases:
Rental income $ 201 $ 75 $ 164 $ 88
Sales-type leases:
Interest income (Sales-type rental revenue-fixed minimum) 114 19 132 —
Interest income (Revenue from variable lease payments) 4 9 — —
Sales-type lease revenue $ 118 $ 28 $ 132 $ —

Nine Months Ended
September 30, 2022 Nine Months Ended
September 30, 2021
(In millions) Related Party Third Party Related Party Third Party
Operating leases:
Rental income $ 564 $ 268 $ 574 $ 286
Sales-type leases:
Interest income (Sales-type rental revenue-fixed minimum) 336 19 305 —
Interest income (Revenue from variable lease payments) 7 9 — —
Sales-type lease revenue $ 343 $ 28 $ 305 $ —

During the third quarter of 2022, the approved expansion of a gathering and compression system triggered the first assessment of the related third-party agreement under ASC 842. Similarly, an amendment to extend the term of our butane storage service agreement with MPC triggered the first assessment of the related-party agreement under ASC 842. As a result of the assessments during the period, the leases were reclassified from operating leases to sales-type leases. Accordingly, the underlying property, plant and equipment, net, and associated deferred revenue, if any, were derecognized. The present value of

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~~the future lease payments and the unguaranteed residual value of the assets were recorded as a net investment in sales-type lease during the period.~~

During the second quarter of 2021, reimbursements for projects and changes to minimum volume commitments at certain L&S locations were agreed to between MPLX and MPC. These reimbursements and minimum volume commitments relate to the storage, transportation and terminal services agreements between MPLX and MPC at these locations and required the embedded leases within these agreements to be accounted for as sales-type leases.

The following presents the consolidated financial statement impact of related-party and third-party sales-type leases, on commencement or modification date. These transactions, including any related gains recognized in the Consolidated Statements of Income, were non-cash transactions.

Three Months Ended
September 30, 2022 Three Months Ended
September 30, 2021
(In millions)
Related Party(1)
Third Party(2)
Related Party(1)
Third Party
Lease receivables $ 79 $ 914 $ — $ —
Unguaranteed residual assets 6 63 — —
Property, plant and equipment, net (42) (745) — —
Deferred revenue — 277 — —
Amount recognized on commencement date $ 43 $ 509 $ — $ —

Nine Months Ended
September 30, 2022 Nine Months Ended
September 30, 2021
(In millions)
Related Party(1)
Third Party(2)
Related Party(1)
Third Party
Lease receivables $ 79 $ 914 $ 519 $ —
Unguaranteed residual assets 6 63 14 —
Property, plant and equipment, net (42) (745) (421) —
Deferred revenue — 277 — —
Amount recognized on commencement date $ 43 $ 509 $ 112 $ —

(1) The amount recognized on commencement date was recorded as a Contribution from MPC in the Consolidated Statements of Equity given the underlying agreements are between entities under common control.

~~(2) The amount recognized on commencement date was recorded as a gain in Other income in the Consolidated Statements of Income.~~

~~Annual minimum undiscounted lease payment receipts under our sales-type leases were as follows as of September 30, 2022:~~

(In millions) Related Party Third Party Total
2022 $ 119 $ 53 $ 172
2023 478 166 644
2024 479 156 635
2025 479 146 625
2026 449 136 585
2027 and thereafter 570 1,096 1,666
Total minimum future rentals 2,574 1,753 4,327
Less: present value discount 1,583 809 2,392
Lease receivables(1)
991 944 1,935
Current lease receivables(2)
102 106 208
Long-term lease receivables(3)
889 838 1,727
Unguaranteed residual assets(3)
77 63 140
Total sales-type lease assets $ 1,068 $ 1,007 $ 2,075

~~(1) This amount does not include the unguaranteed residual assets.~~

~~(2) The related-party balance is presented in Current assets - related parties and the third-party balance is presented in Receivables, net in the Consolidated Balance Sheets.~~

~~(3) The related-party balance is presented in Noncurrent assets - related parties and the third-party balance is presented in Other noncurrent assets in the Consolidated Balance Sheets.~~

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Capital expenditures related to assets subject to sales-type lease arrangements were $20 million for the nine months ended September 30, 2022; these amounts are reflected as Additions to property, plant and equipment in the Consolidated Statements of Cash Flows.

~~15.~~ 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.

~~At September 30, 2022 and December 31, 2021, accrued~~Accrued liabilities for remediation totaled ~~$22~~$17 million at both March 31, 2023 and ~~$23 million, respectively.~~December 31, 2022. 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. OnAfter subsequent appeal ~~the Assistant Secretary - Indian Affairs~~proceedings and in compliance with a new order issued ~~an order vacating the BIA’s trespass order and remanded to the Regional Director for~~by the BIA, ~~Great Plains Region to issue a new decision based on specific criteria. On~~in December ~~15,~~ 2020, ~~the Regional Director of the BIA issued a new trespass notice to~~ THPP ~~finding that THPP was in trespass and assessing trespass damages of~~paid approximately $4 million ~~(including interest), which has been paid. The order also required that THPP immediately cease~~in assessed trespass damages and ~~desist~~ceased use of the portion of the pipeline that crosses the property at issue. ~~THPP has complied with the Regional Director’s December 15, 2020 notice.~~ In March 2021, ~~THPP received a copy of~~the BIA issued an order purporting to vacate ~~all~~the BIA's prior orders related to THPP’s alleged trespass ~~issued by the BIA between July 2, 2020~~ and ~~January 14, 2021. The order directs~~direct the Regional Director of the BIA to reconsider the issue of THPP’s alleged trespass and issue a new ~~order, if necessary, after all interested parties have had an opportunity to be heard. Subsequently, landowners voluntarily dismissed the suit filed in the District of North Dakota. On~~order. In April ~~23,~~ 2021, THPP filed a lawsuit in the District of North Dakota against the United States of America, the U.S. Department of the Interior and the BIA (together, 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 ~~asserting counterclaims for trespass and ejectment. The U.S. Government Parties claim~~claiming THPP is in continued trespass with respect to the pipeline and seek disgorgement of pipeline profits from June 1, 2013 to present, removal of the pipeline and remediation. We intend to vigorously defend ourselves against these counterclaims. ~~Negotiations with the holders of the property rights at issue to settle this matter have been unsuccessful.~~

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

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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 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. In 2020, the U.S. District Court for the District of Columbia (the “D.D.C.”) ordered the U.S. Army Corps of Engineers (“Army Corps”), which granted permits and an easement for the Bakken Pipeline system, to prepare an environmental impact statement (“EIS”) relating to an easement under Lake Oahe in North Dakota. The D.D.C. later vacated the ~~easement pending completion of the EIS.~~easement. The EIS has been delayed and the Army Corps currently expects to release a draft EIS in ~~the first half of~~ 2023.

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In May 2021, the D.D.C. denied a renewed request for an injunction to shut down the pipeline while the EIS is being prepared. In June 2021, the D.D.C. issued an order dismissing without prejudice the tribes’ claims against the Dakota Access Pipeline. The litigation could be reopened or new litigation challenging the EIS, once completed, could be filed. The pipeline remains operational.

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 pipeline were temporarily shut down, 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 permit and/or return the pipeline into operation. If the vacatur of the easement permit 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 ~~September 30, 2022,~~March 31, 2023, 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 ~~September 30, 2022,~~March 31, 2023, 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, ~~2021.~~2022.

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 (“ESG”) plans and goals, including those related to greenhouse gas ~~(“GHG”)~~ emissions, diversity 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;

•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. 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:

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•~~the continuance or escalation of the military conflict between Russia and Ukraine, and related sanctions and market disruptions;~~

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

•the magnitude, duration and extent of future resurgences of the COVID-19 pandemic and its restrictions, including travel restrictions, business and school closures, increased remote work, stay-at-home orders and other actions taken by individuals, governments and the private sector to stem the spread of the virus;

•the ability of MPC to achieve its strategic objectives and the effects of those strategic decisions on us;

•changes in estimates or projections used to assess fair value of intangible assets, goodwill and property and equipment and/or strategic decisions or other developments with respect to our assets that cause impairment charges;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;

•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;~~products, or renewables;

•volatility in or degradation of general economic, market, industry or business conditions as a result of the COVID-19 pandemic, other infectious disease outbreaks, natural hazards, extreme weather events, the military conflict between Russia and Ukraine, other conflicts, inflation, rising interest rates or otherwise;

•changes to the expected construction costs and timing of projects and planned investments, and the ability to obtain regulatory and other approvals with respect thereto;

•completion of midstream infrastructure by competitors;

•disruptions due to equipment interruption or failure, including electrical shortages and power grid failures;

•the suspension, reduction or termination of MPC’s obligations under MPLX’s commercial agreements;

•modifications to financial policies, capital budgets, and earnings and distributions;

•the ability to manage disruptions in credit markets or changes to credit ratings;

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•compliance with federal and state environmental, economic, health and safety, energy and other policies and regulations or enforcement actions initiated thereunder;

•adverse results in litigation;

•the 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;

•~~changes in~~ foreign imports and exports of crude oil, refined products, natural gas and NGLs;

•changes in producer customers’ drilling plans or in volumes of throughput of crude oil, natural gas, NGLs, refined products, or other hydrocarbon-based ~~products;~~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, ~~and~~ refined ~~products;~~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 ~~under capacity;~~undercapacity;

•accidents 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 ~~refined products; and~~renewables;

•political pressure and influence of environmental groups upon policies and decisions related to the production, gathering, refining, processing, fractionation, transportation and marketing of crude oil or other feedstocks, refined products, natural gas, NGLs, other hydrocarbon-based products, or renewables;

•the imposition of windfall profit taxes or maximum refining margin penalties on companies operating in the energy industry in California or other ~~hydrocarbon-based products.~~jurisdictions; and

•our ability to successfully achieve our ESG goals and targets within the expected timeframe, if at all.

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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, ~~2021.~~2022. We undertake no obligation to update any forward-looking ~~statement~~statements except to the extent required by applicable law.

MPLX Overview

We are a diversified, large-cap ~~MLP~~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”). The L&S segment ~~is engaged~~primarily engages in the gathering, transportation, storage and distribution of crude oil, refined products, ~~and~~ other hydrocarbon-based ~~products.~~products, and renewables. The L&S segment also includes the operation of our refining logistics, fuels distribution and inland marine businesses, terminals, rail facilities and storage caverns. The G&P segment provides gathering, processing and transportation of natural ~~gas; and~~gas as well as the transportation, fractionation, storage and marketing of NGLs.

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Significant Financial and Other Highlights

Significant financial highlights ~~including revenues and other income, income from operations, net income, Adjusted EBITDA attributable to MPLX and DCF attributable to GP and LP unitholders~~ for the three months ended ~~September 30,~~March 31, 2023 and March 31, 2022 ~~and September 30, 2021~~ are shown in the chart below. ~~See the Non-GAAP Financial Information section below for the definitions of Adjusted EBITDA and DCF and~~Refer to the Results of Operations, ~~section~~the Liquidity and Capital Resources, and Non-GAAP Financial Information sections for further ~~details regarding changes in these metrics.~~information.

(1) ~~The 2022 amounts include non-cash gain on a lease reclassification of $509 million.~~Non-GAAP measure. See ~~Note 14 in~~reconciliations that follow for the ~~unaudited consolidated financial statements for additional information.~~most directly comparable GAAP measures.

Other Highlights

•Generated $1,227 million of net cash provided by operating activities, $1,268 million of ~~$1,039 million,~~ distributable cash flow ~~of $1,264~~attributable to MPLX, and $1,005 million ~~and~~of adjusted free cash flow ~~after distributions of $22 million~~ in the ~~third~~first quarter of ~~2022.~~2023.

•Returned $821 million of capital to unitholders in the three months ended March 31, 2023, in the form of distributions.

•Announced a ~~third~~first quarter ~~2022~~2023 distribution of $0.7750 per common ~~unit, representing an increase of 10 percent over the prior quarter’s distribution, resulting in a distribution coverage ratio of 1.58x for the third quarter.~~unit.

•~~Returned $180 million~~Issued $1.6 billion of senior notes and ~~$315 million~~used the proceeds to redeem all of ~~cash to unitholders in~~ the ~~three~~$0.6 billion outstanding Series B preferred units and ~~nine months ended September 30, 2022, respectively, through the repurchase~~$1.0 billion of common units under our unit repurchase program. We repurchased approximately 6 million and 10 million common units during the three and nine months ended September 30, 2022, respectively. As of September 30, 2022, we had $1,006 million remaining under the unit repurchase authorizations.senior notes due July 2023.

Current Economic Environment

Through the first nine months of 2022, our results were favorably impacted by the continuing recovery in the environment in which our business operates. The increase in global demand for refined products and global commodity supply constraints have contributed to improved throughputs and higher natural gas and NGL prices. We are unable to predict the potential effects that resurgences of COVID-19 or the continuance or escalation of the military conflict between Russia and Ukraine, and related sanctions or market disruptions, may have on our financial position and results. It remains uncertain how long these conditions may last or how severe they may become.

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In ~~2022,~~2023, data indicates a ~~sharp rise~~slowed increase in inflation in the U.S. and globally. Current and future inflationary effects may be driven by, among other things, supply chain disruptions, governmental stimulus or fiscal policies and increasing demand for certain goods and services as recovery from the COVID-19 pandemic continues. We have observed higher costs for labor and materials used in our business. We cannot predict the effect of rising interest rates, the concern of a recession, and ~~higher~~ inflation and fuel prices on demand for our products and services. In response to this business environment, MPLX remains focused on executing its strategic priorities of strict capital discipline, ~~embedding~~fostering a low-cost culture, and portfolio ~~optimization~~.optimization. To the extent permitted by competition, regulation and our existing agreements, many of which provide for inflation-based adjustments, we have passed along a portion of our increased costs to our customers in the form of higher fees and expect to continue to do so in the future.

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 free cash flow~~Adjusted FCF after distributions. The amount of Adjusted EBITDA and DCF generated is considered by the board of directors of our general partner in approving MPLX’s cash distributions. Management also utilizes Segment Adjusted EBITDA in evaluating the financial performance of our segments. The use of this measure allows investors to understand how management evaluates financial performance to make operating decisions and allocate resources.

We define Adjusted EBITDA as net income adjusted for: (i) ~~depreciation and amortization; (ii) provision/(benefit)~~provision for income taxes; ~~(iii)~~(ii) interest and other financial costs; (iii) depreciation and amortization; (iv) ~~impairment expense; (v) income~~income/(loss) from equity method investments; ~~(vi)~~(v) distributions and adjustments related to equity method investments; ~~(vii)~~(vi) gain on sales-type leases; (vii) impairment expense; (viii) noncontrolling interests; and (ix) other adjustments, as ~~deemed necessary.~~applicable. We also use DCF, which we define as Adjusted EBITDA adjusted for: (i) deferred revenue impacts; (ii) sales-type lease payments, net of income; (iii) net interest and other financial costs; (iv) net maintenance capital expenditures; (v) equity method investment ~~maintenance~~ capital expenditures paid out; and (vi) other adjustments as deemed necessary. ~~Segment Adjusted EBITDA represents Adjusted EBITDA attributable to the reportable segments.~~

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We define Adjusted FCF as net cash provided by operating activities adjusted ~~for~~for: (i) net cash used in investing activities; (ii) cash contributions from MPC; ~~(iii) cash contributions from noncontrolling interests~~ and ~~(iv)~~(iii) cash distributions to noncontrolling interests. We define ~~adjusted free cash flow~~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 free cash flow~~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 free cash flow~~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 ~~the~~ Results of ~~Operations section.~~Operations. For a reconciliation of Adjusted FCF and ~~adjusted free cash flow~~Adjusted FCF after distributions to their most directly comparable measure calculated and presented in accordance with GAAP, see ~~the~~ Liquidity and Capital ~~resources section.~~Resources.

Comparability of our Financial Results

During the normal course of business, we amend or modify our contractual agreements with customers. These amendments or modifications require the agreements to be reassessed under ASU No. 2016-02, Leases (“ASC ~~842,~~842”), which can impact the classification of revenues or costs associated with the agreement. These reassessments may impact the comparability of our financial results.

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Results of Operations

The following tables and discussion ~~are a summary of~~summarize our results of operations, including a reconciliation of Adjusted EBITDA and DCF from Net income and Net cash provided by operating activities, to the most directly comparable GAAP financial measures. 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 September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
(In millions)	(In millions)	2022		2021		Variance		2022		2021		Variance		(In millions)	2023		2022		Variance
Revenues and other income:	Revenues and other income:													Revenues and other income:

Total revenues and other income~~(1)~~	Total revenues and other income~~(1)~~	$	3,401	$	2,559	$	842	$	8,951	$	7,293	$	1,658	Total revenues and other income~~(1)~~	$	2,713	$	2,610	$	103
Costs and expenses:	Costs and expenses:													Costs and expenses:
Cost of revenues (excludes items below)	Cost of revenues (excludes items below)	371		298		73		981		864		117		Cost of revenues (excludes items below)	308		287		21
Purchased product costs	Purchased product costs	540		421		119		1,670		1,035		635		Purchased product costs	406		467		(61)
Rental cost of sales	Rental cost of sales	22		33		(11)		101		97		4		Rental cost of sales	20		37		(17)
Rental cost of sales - related parties	Rental cost of sales - related parties	10		24		(14)		44		86		(42)		Rental cost of sales - related parties	7		15		(8)
Purchases - related parties	Purchases - related parties	364		307		57		1,034		902		132		Purchases - related parties	361		319		42
Depreciation and amortization	Depreciation and amortization	302		324		(22)		925		971		(46)		Depreciation and amortization	296		313		(17)
Impairment expense		—		—		—		—		42		(42)
General and administrative expenses	General and administrative expenses	88		94		(6)		248		267		(19)		General and administrative expenses	89		78		11

Other taxes	Other taxes	30		27		3		97		93		4		Other taxes	30		34		(4)
Total costs and expenses	Total costs and expenses	1,727		1,528		199		5,100		4,357		743		Total costs and expenses	1,517		1,550		(33)
Income from operations	Income from operations	1,674		1,031		643		3,851		2,936		915		Income from operations	1,196		1,060		136
Related-party interest and other financial costs	Related-party interest and other financial costs	—		2		(2)		5		4		1		Related-party interest and other financial costs	—		4		(4)
Interest expense, net of amounts capitalized	Interest expense, net of amounts capitalized	217		197		20		627		590		37		Interest expense, net of amounts capitalized	224		198		26
Other financial costs	Other financial costs	19		21		(2)		59		67		(8)		Other financial costs	19		20		(1)
Income before income taxes	Income before income taxes	1,438		811		627		3,160		2,275		885		Income before income taxes	953		838		115
Provision for income taxes	Provision for income taxes	1		—		1		6		1		5		Provision for income taxes	1		5		(4)
Net income	Net income	1,437		811		626		3,154		2,274		880		Net income	952		833		119
Less: Net income attributable to noncontrolling interests	Less: Net income attributable to noncontrolling interests	9		9		—		26		27		(1)		Less: Net income attributable to noncontrolling interests	9		8		1

Net income attributable to MPLX LP	Net income attributable to MPLX LP	1,428		802		626		3,128		2,247		881		Net income attributable to MPLX LP	943		825		118

Adjusted EBITDA attributable to MPLX LP(2)		1,471		1,389		82		4,321		4,115		206

DCF attributable to GP and LP unitholders(2)		$	1,231	$	1,143	$	88	$	3,615	$	3,468	$	147

Adjusted EBITDA attributable to MPLX LP(1)														Adjusted EBITDA attributable to MPLX LP(1)	1,519		1,393		126
DCF attributable to MPLX(1)														DCF attributable to MPLX(1)	$	1,268	$	1,210	$	58

(1) The three and nine months ended September 30, 2022 include a $509 million non-cash gain on a lease reclassification. See Note 14 in the unaudited consolidated financial statements for additional information.

~~(2)~~ Non-GAAP measure. See reconciliation below to the most directly comparable GAAP measures.

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		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
(In millions)	(In millions)	2022		2021		Variance		2022		2021		Variance		(In millions)	2023		2022		Variance
Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income:	Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income:													Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income:
Net income	Net income	$	1,437	$	811	$	626	$	3,154	$	2,274	$	880	Net income	$	952	$	833	$	119
Provision for income taxes	Provision for income taxes	1		—		1		6		1		5		Provision for income taxes	1		5		(4)
Interest and other financial costs	Interest and other financial costs	236		220		16		691		661		30		Interest and other financial costs	243		222		21
Income from operations	Income from operations	1,674		1,031		643		3,851		2,936		915		Income from operations	1,196		1,060		136
Depreciation and amortization	Depreciation and amortization	302		324		(22)		925		971		(46)		Depreciation and amortization	296		313		(17)
Impairment expense		—		—		—		—		42		(42)
Income from equity method investments	Income from equity method investments	(125)		(92)		(33)		(335)		(228)		(107)		Income from equity method investments	(134)		(99)		(35)
Distributions/adjustments related to equity method investments	Distributions/adjustments related to equity method investments	166		129		37		450		371		79		Distributions/adjustments related to equity method investments	153		132		21

Gain on sales-type leases		(509)		—		(509)		(509)		—		(509)
Other		(27)		6		(33)		(32)		52		(84)
Other(1)														Other(1)	18		(4)		22
Adjusted EBITDA	Adjusted EBITDA	1,481		1,398		83		4,350		4,144		206		Adjusted EBITDA	1,529		1,402		127
Adjusted EBITDA attributable to noncontrolling interests	Adjusted EBITDA attributable to noncontrolling interests	(10)		(9)		(1)		(29)		(29)		—		Adjusted EBITDA attributable to noncontrolling interests	(10)		(9)		(1)

Adjusted EBITDA attributable to MPLX LP	Adjusted EBITDA attributable to MPLX LP	1,471		1,389		82		4,321		4,115		206		Adjusted EBITDA attributable to MPLX LP	1,519		1,393		126
Deferred revenue impacts	Deferred revenue impacts	39		14		25		87		76		11		Deferred revenue impacts	12		24		(12)
Sales-type lease payments, net of income	Sales-type lease payments, net of income	3		14		(11)		13		68		(55)		Sales-type lease payments, net of income	4		5		(1)
Net interest and other financial costs(1)		(216)		(200)		(16)		(635)		(618)		(17)
Net interest and other financial costs(2)														Net interest and other financial costs(2)	(217)		(204)		(13)
Maintenance capital expenditures, net of reimbursements	Maintenance capital expenditures, net of reimbursements	(40)		(21)		(19)		(93)		(50)		(43)		Maintenance capital expenditures, net of reimbursements	(44)		(14)		(30)
Equity method investment maintenance capital expenditures paid out	Equity method investment maintenance capital expenditures paid out	(4)		(1)		(3)		(10)		(4)		(6)		Equity method investment maintenance capital expenditures paid out	(5)		(3)		(2)
Other	Other	11		(4)		15		28		(9)		37		Other	(1)		9		(10)

DCF		1,264		1,191		73		3,711		3,578		133
DCF attributable to MPLX LP														DCF attributable to MPLX LP	1,268		1,210		58
Preferred unit distributions	Preferred unit distributions	(33)		(48)		15		(96)		(110)		14		Preferred unit distributions	(28)		(32)		4
DCF attributable to GP and LP unitholders	DCF attributable to GP and LP unitholders	$	1,231	$	1,143	$	88	$	3,615	$	3,468	$	147	DCF attributable to GP and LP unitholders	$	1,240	$	1,178	$	62

(1) Includes unrealized derivative gain/(loss), non-cash equity-based compensation and other miscellaneous items.

(2) Excludes gain/loss on extinguishment of debt and amortization of deferred financing costs.

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		Nine Months Ended September 30,							Three Months Ended March 31,
(In millions)	(In millions)	2022		2021		Variance		(In millions)	2023		2022		Variance
Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net cash provided by operating activities:	Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net cash provided by operating activities:							Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net cash provided by operating activities:
Net cash provided by operating activities	Net cash provided by operating activities	$	3,651	$	3,671	$	(20)	Net cash provided by operating activities	$	1,227	$	1,125	$	102
Changes in working capital items	Changes in working capital items	60		(143)		203		Changes in working capital items	48		118		(70)
All other, net	All other, net	(51)		(11)		(40)		All other, net	(9)		(45)		36
Loss/ (gain) on extinguishment of debt		1		(10)		11
Loss on extinguishment of debt								Loss on extinguishment of debt	9		—		9
Net interest and other financial costs(1)	Net interest and other financial costs(1)	635		618		17		Net interest and other financial costs(1)	217		204		13

Other adjustments to equity method investment distributions	Other adjustments to equity method investment distributions	45		10		35		Other adjustments to equity method investment distributions	13		12		1
Other	Other	9		9		—		Other	24		(12)		36
Adjusted EBITDA	Adjusted EBITDA	4,350		4,144		206		Adjusted EBITDA	1,529		1,402		127
Adjusted EBITDA attributable to noncontrolling interests	Adjusted EBITDA attributable to noncontrolling interests	(29)		(29)		—		Adjusted EBITDA attributable to noncontrolling interests	(10)		(9)		(1)

Adjusted EBITDA attributable to MPLX LP	Adjusted EBITDA attributable to MPLX LP	4,321		4,115		206		Adjusted EBITDA attributable to MPLX LP	1,519		1,393		126
Deferred revenue impacts	Deferred revenue impacts	87		76		11		Deferred revenue impacts	12		24		(12)
Sales-type lease payments, net of income~~(2)~~	Sales-type lease payments, net of income~~(2)~~	13		68		(55)		Sales-type lease payments, net of income~~(2)~~	4		5		(1)
Net interest and other financial costs(1)	Net interest and other financial costs(1)	(635)		(618)		(17)		Net interest and other financial costs(1)	(217)		(204)		(13)
Maintenance capital expenditures, net of reimbursements	Maintenance capital expenditures, net of reimbursements	(93)		(50)		(43)		Maintenance capital expenditures, net of reimbursements	(44)		(14)		(30)
Equity method investment maintenance capital expenditures paid out	Equity method investment maintenance capital expenditures paid out	(10)		(4)		(6)		Equity method investment maintenance capital expenditures paid out	(5)		(3)		(2)

Other	Other	28		(9)		37		Other	(1)		9		(10)

DCF		3,711		3,578		133
DCF attributable to MPLX LP								DCF attributable to MPLX LP	1,268		1,210		58
Preferred unit distributions	Preferred unit distributions	(96)		(110)		14		Preferred unit distributions	(28)		(32)		4
DCF attributable to GP and LP unitholders	DCF attributable to GP and LP unitholders	$	3,615	$	3,468	$	147	DCF attributable to GP and LP unitholders	$	1,240	$	1,178	$	62

(1) Excludes gain/loss on extinguishment of debt and amortization of deferred financing costs.

~~(2) The nine months ended September 30, 2021 includes one-time impact from Refining Logistics harmonization project~~

Table of ~~$54 million.~~Contents

Three months ended ~~September 30, 2022~~March 31, 2023 compared to three months ended ~~September 30, 2021~~March 31, 2022

Total revenues and other income increased ~~$842~~$103 million in the ~~third~~first quarter of ~~2022~~2023 compared to the same period of ~~2021. This~~2022. The increase was ~~primarily~~ driven by ~~a contract modification that resulted in a non-cash gain on sales-type lease of $509 million. Also contributing to the increase were~~ higher ~~volumes and prices in the G&P segment of approximately $221 million. There were also increased revenue from terminal activities, higher pipeline~~ throughput and ~~fee~~rate escalations ~~as well as higher~~across the business and a $35 million increase in income from equity method investments. The increases were partially offset by a decrease in product sales revenue as a result of lower NGL prices during the first quarter of 2023 as compared to the same period of 2022.

Cost of revenues increased ~~$73~~$21 million and rental cost of sales (including related party) decreased $25 million in the first quarter of 2023 compared to the same period of 2022. These offsetting variances reflect the modification of a gathering and compression agreement in the third quarter of 2022 ~~compared~~(“Third-Party Lease Modification”) which resulted in a change in the presentation of expenses from rental cost of sales to ~~the same period~~cost of ~~2021. This was primarily due to higher expenses related to repairs and maintenance, project spend and energy costs.~~revenues.

Purchased product costs ~~increased $119~~decreased $61 million in the ~~third~~first quarter of ~~2022~~2023 compared to the same period of ~~2021.~~2022. This was primarily due to ~~higher volumes of $113 million and higher~~lower prices of ~~$53~~$157 million in the ~~G&P segment,~~Southwest and Southern Appalachia, partially offset by ~~a decrease~~higher volumes in the Southwest of ~~$48~~$82 million and increase of $6 million due to changes in the fair value of our embedded derivative.

~~Rental cost of sales and rental cost of sales~~Purchases - related parties ~~decreased $25~~increased $42 million in the ~~third~~first quarter of ~~2022~~2023 compared to the same period of ~~2021. This was primarily due modifications to lease contracts which resulted in a greater portion of costs being recorded to purchases - related parties, as noted below.~~

~~Purchases - related parties increased $57 million in the third quarter of 2022 compared to the same period of 2021.~~2022. This was primarily due to ~~modifications to lease contracts which resulted in a greater portion of~~higher related-party purchased product costs ~~now being recorded to purchases - related parties as opposed to rental cost of sales - related parties costs, as noted above, as well as to increased~~and higher transportation ~~and project expenses.~~costs.

Depreciation and amortization decreased ~~$22~~$17 million in the ~~third~~first quarter of ~~2022~~2023 compared to the same period of ~~2021.~~2022. This was primarily due to ~~accelerated depreciation on idled assets recorded in the third quarter of 2021, and~~ lower depreciation as a result of the derecognition of fixed assets ~~resulting from~~in connection with the ~~modification of certain lease contracts resulting in sales-type lease accounting treatment~~Third-Party Lease Modification in the third quarter of 2022. This decrease was partially offset by depreciation on new assets placed in service after the first quarter of 2022.

~~Table~~Interest expense, net of ~~Contents~~

~~Nine months ended September 30, 2022 compared to nine months endedSeptember 30, 2021~~

~~Total revenues and other income~~amounts capitalized increased ~~$1,658~~$26 million in the first ~~nine months~~quarter of ~~2022~~2023 compared to the same period of ~~2021.~~2022. This was primarily due to refinancing debt with fixed rate debt at higher ~~prices of $576 million~~interest rates in 2022 and product volumes of $342 million within the G&P segment. The increase also includes a non-cash gain on sales-type lease of $509 million as a result of a contract modification in the third quarter of 2022, as well as a $107 million increase in income from equity method investments in the 2022 period. Higher service revenue within our L&S segment of $103 million, driven primarily by higher pipeline throughput and terminal activities, also contributed to the increase in the 2022 period.

Cost of revenues increased $117 million in the first nine months of 2022 compared to the same period of 2021. This was primarily due to higher expenses related to repairs and maintenance, project spend, and energy costs. Higher environmental response and remediation costs also contributed to the increase.

Purchased product costs increased $635 million in the first nine months of 2022 compared to the same period of 2021. This was primarily due to higher prices of $483 million and higher volumes of $252 million, primarily in the Southwest, partially offset by a decrease of $103 million due to changes in the fair value of our embedded derivative.

Rental cost of sales and rental cost of sales - related parties decreased $38 million in the first nine months of 2022 compared to the same period of 2021. This was primarily due to modifications to lease contracts which resulted in costs now being recorded to purchases - related parties, as noted below, as opposed to rental cost of sales - related parties. The decreases2023. These increases were partially offset by ~~higher operating costs and repairs and maintenance costs.~~

~~Purchases - related parties increased $132 million~~lower variable rate interest in ~~the first nine months of 2022 compared~~2023. Refer to the same period of 2021. This was primarily due to modifications to lease contracts which resulted in costs now being recorded to purchases - related parties as opposed to rental cost of sales - related parties, as noted above. There were also increased transportation costs.

~~Depreciation~~Liquidity and amortization decreased $46 million in the first nine months of 2022 compared to the same period of 2021. This was primarily due to accelerated depreciation on idled assets recorded in the 2021 period, and lower depreciation as a result of the derecognition of fixed assets resulting from the modification of certain lease contracts resulting in sales-type lease accounting treatment.Capital Resources section for further information.

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Segment Results

We classify our business in the following reportable segments: L&S and G&P. We evaluate the performance of our segments using Segment Adjusted EBITDA. Segment Adjusted EBITDA represents Adjusted EBITDA attributable to the reportable segments. Amounts included in net income and excluded from Segment Adjusted EBITDA include: (i) depreciation and amortization; (ii) interest and other financial costs; (iii) ~~impairment expense; (iv)~~ income/(loss) from equity method investments; ~~(v)~~(iv) distributions and adjustments related to equity method investments; ~~(vi)~~(v) gain on sales-type leases; (vi) impairment expense; (vii) noncontrolling interests; and (viii) other adjustments, as ~~deemed necessary.~~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.

The tables below present information about Segment Adjusted EBITDA for the reported segments for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~March 31, 2022.

L&S Segment

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


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
(In millions)	(In millions)	2022		2021		Variance		2022		2021		Variance		(In millions)	2023		2022		Variance
Service revenue	Service revenue	$	1,038	$	983	$	55	$	3,031	$	2,928	$	103	Service revenue	$	1,033	$	983	$	50
Rental income	Rental income	210		172		38		593		597		(4)		Rental income	212		175		37
Product related revenue	Product related revenue	4		3		1		15		11		4		Product related revenue	5		4		1
Sales-type lease revenue	Sales-type lease revenue	118		132		(14)		343		305		38		Sales-type lease revenue	125		111		14
Income from equity method investments	Income from equity method investments	72		41		31		183		112		71		Income from equity method investments	71		52		19
Other income	Other income	8		15		(7)		42		46		(4)		Other income	14		12		2
Total segment revenues and other income	Total segment revenues and other income	1,450		1,346		104		4,207		3,999		208		Total segment revenues and other income	1,460		1,337		123
Cost of revenues	Cost of revenues	160		164		(4)		460		451		9		Cost of revenues	135		141		(6)
Purchases - related parties	Purchases - related parties	265		232		33		762		675		87		Purchases - related parties	244		239		5
Depreciation and amortization	Depreciation and amortization	128		131		(3)		387		414		(27)		Depreciation and amortization	129		130		(1)
General and administrative expenses	General and administrative expenses	48		48		—		134		140		(6)		General and administrative expenses	49		43		6

Other taxes	Other taxes	19		19		—		60		57		3		Other taxes	19		21		(2)
Segment income from operations		830		752		78		2,404		2,262		142
Depreciation and amortization		128		131		(3)		387		414		(27)
Income from equity method investments		(72)		(41)		(31)		(183)		(112)		(71)
Distributions/adjustments related to equity method investments		75		58		17		212		174		38
Total costs and expenses														Total costs and expenses	576		574		2

Other		8		4		4		19		9		10

Segment Adjusted EBITDA(1)		969		904		65		2,839		2,747		92

Segment Adjusted EBITDA														Segment Adjusted EBITDA	1,026		904		122
Capital expenditures	Capital expenditures	80		85		(5)		238		220		18		Capital expenditures	68		77		(9)
Investments in unconsolidated affiliates(2)		$	12	$	9	$	3	$	90	$	31	$	59
Investments in unconsolidated affiliates(1)														Investments in unconsolidated affiliates(1)	$	15	$	68	$	(53)

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

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~~(2)~~ The ~~nine~~three months ended ~~September 30,~~March 31, 2022 includes a contribution of $60 million to our Bakken Pipeline joint venture to fund our share of a debt repayment by the joint venture.

Three months ended ~~September 30, 2022~~March 31, 2023 compared to three months ended ~~September 30, 2021~~March 31, 2022

Service revenue increased ~~$55~~$50 million in the ~~third~~first quarter of ~~2022~~2023 compared to the same period of ~~2021.~~2022. This was primarily driven by increased ~~revenue from~~pipeline and terminal ~~activities, increased~~throughput, higher pipeline ~~fees due to increased throughput outweighing lower average~~ tariff rates and ~~annual~~$5 million from refining logistics fee escalations. ~~There was also an increase~~These increases were partially offset by a decrease of $9$31 million from changes in the presentation of revenue between service revenue, rental income and sales-type lease revenue driven by modifications to agreements with MPC.

Rental income increased ~~$38~~$37 million in the ~~third~~first quarter of ~~2022~~2023 compared to the same period of ~~2021.~~2022. This was primarily due ~~annual fee escalations. There was also a net~~to an increase of $3$20 million from changes in the presentation of revenue between service revenue, rental income and sales-type

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lease revenue driven by modifications to agreements with ~~MPC.~~MPC after the first quarter of 2022. There was also increased revenue of $9 million from refining logistics primarily due to fee escalations.

Sales-type lease revenue - related parties ~~decreased~~increased $14 million in the ~~third~~first quarter of ~~2022~~2023 compared to the same period of ~~2021.~~2022. This was primarily due to ~~a decrease~~an increase of ~~$12~~$11 million from changes in the presentation of revenue between service revenue, rental income and sales-type lease revenue as a result of modifications to agreements with ~~MPC.~~MPC, as well as from fee escalations.

Income from equity methods investments increased ~~$31~~$19 million in the ~~third~~first quarter of ~~2022~~2023 compared to the same period of ~~2021.~~2022. This was primarily ~~due to~~driven by increased throughput on equity method investment pipeline ~~systems, including the Whistler pipeline, which was placed into service in the third quarter of 2021.~~systems.

Cost of revenues decreased $4$6 million and Purchases - related parties increased $33 million in the third quarter of 2022 compared to the same period of 2021. Modifications to lease contracts resulted in a greater portion of costs being recorded to purchases - related parties as opposed to rental cost of sales - related parties, which is included in cost of revenues, causing a $7 million increase and offsetting decreases to cost of revenues. The overall net increase in the accounts was due to ~~higher energy~~environmental response and remediation costs ~~and project expense in the third quarter of 2022.~~

~~Nine months ended September 30, 2022 compared to nine months endedSeptember 30, 2021~~

~~Service revenue increased $103 million~~incurred in the first ~~nine months~~quarter of ~~2022 compared to the same period of 2021.~~2022. This was primarily due to increased revenue from terminal activities and annual fee escalations. Additionally, there was a net increase in pipeline fees due to increased throughput outweighing lower average tariff rates. There was also an increase of $9 million from changes in the presentation of revenue between service revenue, rental income and sales-type lease revenue driven by modifications to agreements with MPC.

Rental income decreased $4 million in the first nine months of 2022 compared to the same period of 2021. This was due to a net decrease of $49 million from changes in the presentation of lease income between service revenue, rental income and sales-type lease revenue as a result of modifications to lease contracts. The decrease was partially offset by pipeline imbalance losses and increased ~~storage fees and fee escalations.~~energy costs.

Sales-type lease revenue - related parties increased $38 million in the first nine months of 2022 compared to the same period of 2021. This was primarily due to an increase of $40 million from changes in the presentation of lease income between service revenue, rental income and sales-type lease revenue driven by modifications of lease contracts.

Income from equity methods investments increased $71 million in the first nine months of 2022 compared to the same period of 2021. This was primarily due to increased throughput on equity method investment pipeline systems, including the Whistler pipeline which was placed into service in the third quarter of 2021.

Cost of revenues increased $9 million and Purchases - related parties increased $87 million in the first nine months of 2022 compared to the same period of 2021. Modifications to lease contracts resulted in a greater portion of costs being recorded to purchases - related parties as opposed to rental cost of sales - related parties, which is included in cost of revenues, causing a $47 million increase and offsetting decreases to cost of revenues. The overall increase in the accounts was driven by higher project expense and higher environmental response and remediation costs compared to the first nine months of 2021, partially offset by decreased employee-related costs from MPC.

Depreciation and amortization decreased $27 million in the first nine months of 2022 compared to the same period of 2021. This was primarily due to the derecognition of fixed assets due to the modification of certain lease contracts and accelerated depreciation on refining logistics assets at MPC’s idled Gallup refinery.

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L&S Operating Data


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
L&S	L&S									L&S
Pipeline throughput (mbpd)	Pipeline throughput (mbpd)									Pipeline throughput (mbpd)
Crude oil pipelines	Crude oil pipelines	3,596		3,440		3,551		3,399		Crude oil pipelines	3,642		3,380
Product pipelines	Product pipelines	2,169		2,061		2,125		2,008		Product pipelines	1,988		1,956
Total pipelines	Total pipelines	5,765		5,501		5,676		5,407		Total pipelines	5,630		5,336

Average tariff rates ($ per barrel)(1)	Average tariff rates ($ per barrel)(1)									Average tariff rates ($ per barrel)(1)
Crude oil pipelines	Crude oil pipelines	$	0.93	$	0.97	$	0.91	$	0.96	Crude oil pipelines	$	0.93	$	0.93
Product pipelines	Product pipelines	0.80		0.79		0.80		0.78		Product pipelines	0.85		0.82
Total pipelines	Total pipelines	$	0.88	$	0.90	$	0.86	$	0.89	Total pipelines	$	0.90	$	0.89

Terminal throughput (mbpd)	Terminal throughput (mbpd)	3,026		3,046		3,023		2,884		Terminal throughput (mbpd)	3,091		2,941

Marine Assets (number in operation)(2)	Marine Assets (number in operation)(2)									Marine Assets (number in operation)(2)
Barges	Barges	296		299		296		299		Barges	298		296
Towboats	Towboats	23		23		23		23		Towboats	23		23

(1) Average tariff rates calculated using pipeline transportation revenues divided by pipeline throughput barrels. Transportation revenues include tariff and other fees, which may vary by region and nature of services provided.

(2) Represents total at end of period.

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G&P Segment

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

~~(1) The 2022 amounts include non-cash gain on a lease reclassification of $509 million. See Note 14 in the unaudited consolidated financial statements for additional information.~~

Three Months Ended September 30, Nine Months Ended September 30,
(In millions) 2022 2021 Variance 2022 2021 Variance
Service revenue $ 537 $ 519 $ 18 $ 1,528 $ 1,520 $ 8
Rental income 66 80 (14) 239 263 (24)
Product related revenue 742 553 189 2,263 1,357 906
Sales-type lease revenue 28 — 28 28 — 28
Income from equity method investments 53 51 2 152 116 36
Other income(1)
525 10 515 534 38 496
Total segment revenues and other income 1,951 1,213 738 4,744 3,294 1,450
Cost of revenues 243 191 52 666 596 70
Purchased product costs 540 421 119 1,670 1,035 635
Purchases - related parties 99 75 24 272 227 45
Depreciation and amortization 174 193 (19) 538 557 (19)
Impairment expense — — — — 42 (42)
General and administrative expenses 40 46 (6) 114 127 (13)
Other taxes 11 8 3 37 36 1
Segment income from operations 844 279 565 1,447 674 773
Depreciation and amortization 174 193 (19) 538 557 (19)
Gain on sales-type leases (509) — (509) (509) — (509)
Impairment expense — — — — 42 (42)
Income from equity method investments (53) (51) (2) (152) (116) (36)
Distributions/adjustments related to equity method investments 91 71 20 238 197 41
Other (35) 2 (37) (51) 43 (94)
Adjusted EBITDA attributable to noncontrolling interests (10) (9) (1) (29) (29) —
Segment Adjusted EBITDA(2)
502 485 17 1,482 1,368 114
Capital expenditures 146 69 77 336 135 201
Investments in unconsolidated affiliates $ 30 $ 23 $ 7 $ 108 $ 85 $ 23

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


	Three Months Ended March 31,
(In millions)	2023		2022		Variance
Service revenue	$	525	$	486	$	39
Rental income	51		81		(30)
Product related revenue	564		661		(97)
Sales-type lease revenue	34		—		34
Income from equity method investments	63		47		16
Other income/(loss)	16		(2)		18
Total segment revenues and other income	1,253		1,273		(20)
Cost of revenues	200		198		2
Purchased product costs	406		467		(61)
Purchases - related parties	117		80		37
Depreciation and amortization	167		183		(16)
General and administrative expenses	40		35		5
Other taxes	11		13		(2)
Total costs and expenses	941		976		(35)









Segment Adjusted EBITDA	493		489		4
Capital expenditures	123		95		28
Investments in unconsolidated affiliates	$	36	$	42	$	(6)

~~Table of Contents~~

Three months ended ~~September 30, 2022~~March 31, 2023 compared to three months ended ~~September 30, 2021~~March 31, 2022

Service revenue increased ~~$18~~$39 million in the ~~third~~first quarter of ~~2022~~2023 compared to the same period of ~~2021.~~2022. This was primarily due to higher ~~fees from higher volumes~~throughput fee rates in the ~~Southwest~~Marcellus and ~~Marcellus, an increase in~~Rockies, increased revenue from ~~cost reimbursements, partially offset by a decrease in revenue due to a contract modification resulting in a change in the presentation of the related income from service revenue to rental income.~~minimum volume commitments, and higher volumes.

Rental income decreased ~~$14~~$30 million and sales-type lease revenue increased $34 million in the ~~third~~first quarter of ~~2022~~2023 compared to the same period of ~~2021.~~2022. This was primarily due to changes in the presentation of revenue between rental income and sales-type lease revenue as a result of ~~modifications to an agreement with a third party in~~ the ~~third quarter of 2022, partially offset by a contract modification resulting in a change in the presentation of the related income from service revenue to rental income.~~

Product related revenue increased $189 million in the third quarter of 2022 compared to the same period of 2021. This was primarily due to higher volumes in the Southwest and Rockies of $132 million, and higher prices in the Southwest of approximately $57 million.

Sales-type lease revenue increased $28 million in the third quarter of 2022 compared to the same period of 2021. This was due to the modification of a gathering and compression agreement in the third quarter of 2022 that resulted in a change in the presentation of revenue between rental income and sales-type lease revenue.

~~Other income increased $515 million in the third quarter of 2022 compared to the same period of 2021 and includes a gain on sales-type lease of $509 million as a result of a contract modification~~Third-Party Lease Modification in the third quarter of 2022.

~~Cost of revenues increased $52~~Product related revenue decreased $97 million in the ~~third~~first quarter of ~~2022~~2023 compared to the same period of ~~2021.~~2022. This ~~increase is attributable~~was primarily due to lower prices across all regions of $197 million, partially offset by higher ~~operating costs and repairs and maintenance costs~~volumes in the ~~Marcellus, Rockies,~~ Southwest ~~and Southern Appalachia.~~of $100 million.

~~Purchased product costs~~Income from equity methods investments increased ~~$119~~$16 million in the ~~third~~first quarter of ~~2022~~2023 compared to the same period of ~~2021.~~2022. This was primarily due to higher volumes associated with several of our joint ventures in the Utica. Additionally, new capacity came online in the Southwest region in the fourth quarter of 2022 driving higher volumes over the prior period.

Other income increased $18 million in the first quarter of 2023 compared to the same period of 2022 due to a loss on disposal of assets recognized in the first quarter of 2022.

Purchased product costs decreased $61 million in the first quarter of 2023 compared to the same period of 2022. This was primarily due to lower prices of $157 million in the Southwest and ~~Rockies of $113 million, and~~Southern Appalachia, partially offset by higher ~~prices of $53 million~~volumes in the Southwest ~~partially offset by a decrease~~ of ~~$48~~$82 million, an increase of $6 million due to changes in the fair value of our embedded derivative.

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Purchases - related parties increased ~~$24~~$37 million in the ~~third~~first quarter of ~~2022~~2023 compared to the same period of ~~2021. This was primarily due~~2022. The increase is attributable to ~~an increase~~higher volumes and associated related-party purchased product costs in the Rockies and higher transportation ~~costs.~~costs from increased throughput in the Southwest.

Depreciation and amortization decreased ~~$19~~$16 million in the ~~third~~first quarter of ~~2022~~2023 compared to the same period of ~~2021.~~2022. This was primarily due to ~~accelerated depreciation on idled assets recorded in the third quarter of 2021, and~~ lower depreciation as a result of the derecognition of fixed assets ~~as a result of a lease reclassification~~in connection with the Third-Party Lease Modification in the third quarter of 2022. This decrease was partially offset by depreciation on new assets placed in service after the ~~third~~first quarter of ~~2021.~~2022.

~~Nine months ended September 30, 2022 compared to nine months ended September 30, 2021~~

G&P Operating Data

(1) Other includes Southern Appalachia, Bakken and Rockies Operations.

Service revenue increased $8 million in the first nine months of 2022 compared to the same period of 2021. This was primarily due to higher fees from higher volumes in the Southwest of $22 million, an increase of revenue from cost reimbursements in the Marcellus, an increase due to a 2021 contract modification in the Marcellus resulting in a change in the presentation of the related income from rental income to service revenue, partially offset by decreases in revenue related to cost reimbursements and lower volumes in the Rockies.

Rental income decreased $24 million in the first nine months of 2022 compared to the same period of 2021. This was primarily due to changes in the presentation of revenue between rental income, sales-type lease revenue and service revenue as a result of modifications to agreements with third parties, partially offset by an increase in cost reimbursement revenue in the Marcellus and Southern Appalachia.

Product related revenue increased $906 million in the first nine months of 2022 compared to the same period of 2021. This was primarily due to higher prices in the Southwest, Marcellus, Southern Appalachia and Bakken of approximately $576 million and higher fees from higher volumes in the Southwest, Rockies, Bakken and Marcellus of $330 million.

Sales-type lease revenue increased $28 million in the first nine months of 2022 compared to the same period of 2021. This was due to the modification of a gathering and compression agreement in the third quarter of 2022 that resulted in a change in the presentation of revenue between rental income and sales-type lease revenue.

Income from equity method investments increased $36 million in the first nine months of 2022 compared to the same period of 2021, primarily due to higher volumes and rates associated with joint ventures in the Utica, Marcellus and Southwest regions and an impairment recorded in the second quarter of 2021, partially offset by increased facility expenses from a joint venture in the Southwest.


	MPLX LP(1)		MPLX LP Operated(2)
	Three Months Ended March 31,		Three Months Ended March 31,
	2023	2022	2023	2022
G&P
Gathering Throughput (MMcf/d)
Marcellus Operations	1,363	1,314	1,363	1,314
Utica Operations	—	—	2,460	1,813
Southwest Operations	1,381	1,307	1,816	1,476
Bakken Operations	156	147	156	147
Rockies Operations	442	394	564	526
Total gathering throughput	3,342	3,162	6,359	5,276

Natural Gas Processed (MMcf/d)
Marcellus Operations	4,045	4,015	5,553	5,529
Utica Operations	—	—	494	423
Southwest Operations	1,401	1,384	1,720	1,541
Southern Appalachian Operations	230	224	230	224
Bakken Operations	154	143	154	143
Rockies Operations	454	407	454	407
Total natural gas processed	6,284	6,173	8,605	8,267

C2 + NGLs Fractionated (mbpd)
Marcellus Operations(3)	533	468	533	468
Utica Operations(3)	—	—	28	23
Southern Appalachian Operations	10	10	10	10
Bakken Operations	19	21	19	21
Rockies Operations	3	4	3	4
Total C2 + NGLs fractionated(4)	565	503	593	526

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Other income increased $496 million in the first nine months of 2022 compared to the same period of 2021 primarily due to a non-cash gain on lease reclassification of $509 million as a result of a contract modification in the third quarter of 2022. The gain was partially offset by a $23 million loss on disposal of assets during the 2022 period.

Cost of revenues increased $70 million in the first nine months of 2022 compared to the same period of 2021. This increase is attributable to higher operating costs and repairs and maintenance costs in the Marcellus, Rockies, and Southern Appalachia.

Purchased product costs increased $635 million in the first nine months of 2022 compared to the same period of 2021. This was primarily due to higher prices of $483 million in the Southwest and Southern Appalachia, higher volumes in the Southwest and Rockies, partially offset by a decrease of $103 million due to changes in the fair value of our embedded derivative.

~~Purchases - related parties increased $45 million in the first nine months of 2022 compared to the same period of 2021, this was primarily due to an increase in transportation costs.~~

Depreciation and amortization decreased $19 million in the third quarter of 2022 compared to the same period of 2021. This was primarily due to accelerated depreciation on idled assets recorded in the third quarter of 2021, and lower depreciation as a result of the derecognition of fixed assets as a result of a lease reclassification in the third quarter of 2022. This decrease was partially offset by depreciation on new assets placed in service after the third quarter of 2021.

Impairment expense decreased $42 million in the first nine months of 2022 compared to the same period of 2021 due to impairments recorded in the second quarter of 2021 related to our continued emphasis on portfolio optimization with the closure of certain non-core assets.

~~Table of Contents~~

~~G&P Operating Data~~

Three Months Ended
September 30, 2022 Three Months Ended
September 30, 2021
MPLX LP(1)
MPLX LP Operated(2)
MPLX LP(1)
MPLX LP Operated(2)
G&P
Gathering Throughput (MMcf/d)
Marcellus Operations 1,325 1,325 1,373 1,373
Utica Operations — 2,381 — 1,798
Southwest Operations 1,362 1,642 1,339 1,516
Bakken Operations 147 147 147 147
Rockies Operations 452 588 439 585
Total gathering throughput 3,286 6,083 3,298 5,419
Natural Gas Processed (MMcf/d)
Marcellus Operations 4,060 5,535 4,099 5,638
Utica Operations — 518 — 464
Southwest Operations 1,502 1,666 1,312 1,480
Southern Appalachian Operations 205 205 236 236
Bakken Operations 130 130 146 146
Rockies Operations 462 462 419 419
Total natural gas processed 6,359 8,516 6,212 8,383
C2 + NGLs Fractionated (mbpd)
Marcellus Operations(3)
496 496 487 487
Utica Operations(3)
— 30 — 25
Southwest Operations — — — —
Southern Appalachian Operations 12 12 12 12
Bakken Operations 21 21 25 25
Rockies Operations 3 3 4 4
Total C2 + NGLs fractionated(4)
532 562 528 553

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Nine Months Ended
September 30, 2022 Nine Months Ended
September 30, 2021
MPLX LP(1)
MPLX LP Operated(2)
MPLX LP(1)
MPLX LP Operated(2)
G&P
Gathering Throughput (MMcf/d)
Marcellus Operations 1,308 1,308 1,324 1,324
Utica Operations — 2,048 — 1,633
Southwest Operations 1,367 1,605 1,356 1,487
Bakken Operations 147 147 149 149
Rockies Operations 424 556 450 602
Total gathering throughput 3,246 5,664 3,279 5,195
Natural Gas Processed (MMcf/d)
Marcellus Operations 4,021 5,503 4,167 5,640
Utica Operations — 488 — 492
Southwest Operations(5)
1,446 1,616 1,311 1,436
Southern Appalachian Operations 220 220 229 229
Bakken Operations 138 138 148 148
Rockies Operations 436 436 430 430
Total natural gas processed 6,261 8,401 6,285 8,375
C2 + NGLs Fractionated (mbpd)
Marcellus Operations(3)
478 478 484 484
Utica Operations(3)
— 28 — 26
Southwest Operations(5)
— — 3 3
Southern Appalachian Operations 11 11 12 12
Bakken Operations 21 21 23 23
Rockies Operations 3 3 4 4
Total C2 + NGLs fractionated(4)
513 541 526 552


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Pricing Information	Pricing Information									Pricing Information
Natural Gas NYMEX HH ($ per MMBtu)	Natural Gas NYMEX HH ($ per MMBtu)	$	7.91	$	4.31	$	6.67	$	3.34	Natural Gas NYMEX HH ($ per MMBtu)	$	2.77	$	4.57
C2 + NGL Pricing ($ per gallon)~~(6)~~(5)	C2 + NGL Pricing ($ per gallon)~~(6)~~(5)	$	1.01	$	0.96	$	1.11	$	0.81	C2 + NGL Pricing ($ per gallon)~~(6)~~(5)	$	0.77	$	1.15

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

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

(3) Entities within the Marcellus and Utica Operations jointly own the Hopedale fractionation complex. Hopedale throughput is included in the Marcellus and Utica Operations and represent each region’s utilization of the complex.

(4) Purity ethane makes up approximately ~~217~~246 mbpd and ~~199~~184 mbpd of ~~total~~ MPLX ~~Operated,~~LP consolidated total fractionated products for the three months ended ~~September 30,~~March 31, 2023 and March 31, 2022, ~~and 2021, respectively, and approximately 200 mbpd and 196 mbpd of total fractionated products for the nine months ended September 30, 2022 and 2021,~~ respectively. Purity ethane makes up approximately ~~210~~253 mbpd and ~~194~~188 mbpd of ~~total~~ MPLX ~~LP consolidated,~~Operated total fractionated products for the three months ended ~~September 30,~~March 31, 2023 and March 31, 2022, ~~and 2021, respectively, and approximately 195 mbpd and 191 mbpd of total fractionated products for the nine months ended September 30, 2022 and 2021,~~ respectively.

(5) The Southwest Operations for the nine months ended September 30, 2021 include the Javelina complex, which was sold on February 12, 2021. The processing and fractionated volumes calculated for the number of days MPLX owned these assets during 2021 were 96 MMcf/d and 17 mbpd, respectively.

~~(6)~~ C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 35 percent ethane, 35 percent propane, six percent Iso-Butane, 12 percent normal butane and 12 percent natural gasoline.

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Seasonality

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

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

Liquidity and Capital Resources

Cash Flows

Our cash and cash equivalents were ~~$121~~$393 million at ~~September 30, 2022~~March 31, 2023 and ~~$13~~$238 million at December 31, ~~2021.~~2022. The change in cash and cash equivalents ~~and restricted cash~~ was due to the factors discussed below. Net cash provided by (used in) operating activities, investing activities and financing activities were as follows:


		Nine Months Ended September 30,					Three Months Ended March 31,
(In millions)	(In millions)	2022		2021		(In millions)	2023		2022
Net cash provided by (used in):	Net cash provided by (used in):					Net cash provided by (used in):
Operating activities	Operating activities	$	3,651	$	3,671	Operating activities	$	1,227	$	1,125
Investing activities	Investing activities	(676)		(377)		Investing activities	(220)		(276)
Financing activities	Financing activities	(2,867)		(3,270)		Financing activities	(852)		(820)
Total	Total	$	108	$	24	Total	$	155	$	29

Net cash provided by operating activities ~~decreased $20~~increased $102 million in the first ~~nine months~~quarter of ~~2022~~2023 compared to the first ~~nine months~~quarter of ~~2021,~~2022, primarily due to ~~an increase in working capital requirements offset by~~ improved results from operations and decreased working capital requirements in the first ~~nine months~~quarter of ~~2022~~2023 compared to the first ~~nine months~~quarter of ~~2021.~~2022.

Net cash used in investing activities ~~increased $299~~decreased $56 million in the first ~~nine months~~quarter of ~~2022~~2023 compared to the first ~~nine months~~quarter of ~~2021, primarily~~2022, due to ~~higher capital spending and an increase in~~lower contributions to equity method investments. Contributions to equity method investments ~~which~~for the 2022 quarter included ~~the~~a $60 million contribution to our Bakken Pipeline joint venture to fund our share of a scheduled debt repayment by the joint venture. ~~Cash used in investing activities also included $28 million for the acquisition of assets during the nine months ended September 30, 2022.~~

~~Financing~~Net cash used in financing activities ~~were an $2,867~~increased $32 million ~~use of cash~~ in the first ~~nine months~~quarter of ~~2022~~2023 compared to ~~a $3,270 million use of cash in~~ the first ~~nine months~~quarter of ~~2021.~~2022. The ~~decrease~~increase in the use of cash was due to ~~lower~~$63 million of higher distributions paid to unitholders during the first quarter of 2023 as compared to the same period of 2022, as a result of the 10 percent increase in our base distribution effective for the third quarter of 2022. Net repayments, including the redemption of the Series B preferred units, in the first quarter of 2023 as compared to net ~~debt repayments~~borrowings in the first quarter of ~~$273~~2022 resulted in an increased use of cash of $68 million. These increases were offset by decreased spending on the unit repurchase program of $100 million in the first ~~nine months~~quarter of ~~2022 compared to net debt repayments of $576 million in the same period of 2021 as well as $150 million in lower unit repurchases in the first nine months of 2022~~2023 compared to the first ~~nine months~~quarter of ~~2021. The decreases in the first nine months of 2022 were partially offset with an increase in distributions on common units and debt issuance costs incurred during the period.~~2022.

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Adjusted Free Cash Flow

The following table provides a reconciliation of Adjusted FCF and ~~adjusted free cash flow~~Adjusted FCF after distributions from net cash provided by operating activities for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~September 30, 2021.~~March 31, 2022.


		Three Months Ended September 30,				Nine Months Ended September 30,						Three Months Ended March 31,
(In millions)	(In millions)	2022		2021			2022		2021		(In millions)		2023		2022
Net cash provided by operating activities(1)	Net cash provided by operating activities(1)	$	1,039	$	1,182		$	3,651	$	3,671	Net cash provided by operating activities(1)		$	1,227	$	1,125
Adjustments to reconcile net cash provided by operating activities to adjusted free cash flow	Adjustments to reconcile net cash provided by operating activities to adjusted free cash flow										Adjustments to reconcile net cash provided by operating activities to adjusted free cash flow
Net cash used in investing activities	Net cash used in investing activities	(265)		(132)			(676)		(377)		Net cash used in investing activities		(220)		(276)
Contributions from MPC	Contributions from MPC	13		14			30		31		Contributions from MPC		8		10

Distributions to noncontrolling interests	Distributions to noncontrolling interests	(10)		(9)			(29)		(29)		Distributions to noncontrolling interests		(10)		(9)
Adjusted free cash flow	Adjusted free cash flow	777		1,055			2,976		3,296		Adjusted free cash flow		1,005		850

Distributions paid to common and preferred unitholders	Distributions paid to common and preferred unitholders	(755)		(745)			(2,248)		(2,228)		Distributions paid to common and preferred unitholders		(821)		(758)
Adjusted free cash flow after distributions	Adjusted free cash flow after distributions	$	22	$	310		$	728	$	1,068	Adjusted free cash flow after distributions		$	184	$	92

(1) The three months ended March 31, 2023 and March 31, 2022 include working capital builds of $48 million and $118 million, respectively.

Debt and Liquidity Overview

~~MPLX Credit Agreement~~

On July 7, 2022, MPLX entered into a new five-year credit agreement (the “MPLX Credit Agreement”) to replace the previous $3.5 billion credit facility that was scheduled to expire July 2024. The new MPLX Credit Agreement matures in July 2027 and, among other things, provides for a $2.0 billion unsecured revolving credit facility and letter of credit issuing capacity of up to $150 million. Letter of credit issuing capacity is included in, not in addition to, the $2.0 billion borrowing capacity. The financial covenants of the new MPLX Credit Agreement are substantially the same as those contained in the previous credit agreement. 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.

~~Fixed Rate Senior Notes~~

~~On March 14, 2022,~~February 9, 2023, MPLX issued ~~$1.5~~$1.6 billion aggregate principal amount of ~~4.950~~notes, consisting of $1.1 billion principal amount of 5.00 percent senior notes due ~~March 2052~~2033 (the ~~“2052~~“2033 Senior Notes”) ~~in an underwritten public offering.~~and $500 million principal amount of 5.65 percent senior notes due 2053 (the “2053 Senior Notes”). The ~~2052~~2033 Senior Notes were offered at a price to the public of ~~98.982~~99.170 percent of par with interest payable semi-annually in arrears, commencing on September ~~14, 2022.~~1, 2023. The ~~net proceeds were used to repay amounts outstanding under the intercompany loan agreement with MPC and under the previous credit agreement.~~

Our intention is to maintain an investment-grade credit profile. As of ~~September 30, 2022,~~March 31, 2023, the credit ratings on our senior unsecured debt were as follows:


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

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

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

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Our liquidity totaled $3.9 billion at March 31, 2023 consisting of:


	March 31, 2023
(In millions)	Total Capacity		Outstanding Borrowings		Available Capacity
MPLX Credit Agreement(1)	$	2,000	$	—	$	2,000

MPC Loan Agreement	1,500		—		1,500
Total	$	3,500	$	—	3,500
Cash and cash equivalents					393
Total liquidity					$	3,893

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

We expect our ongoing sources of liquidity to include cash generated from operations and borrowings under our revolving credit facilities and access to capital markets. We believe that cash generated from these sources will be sufficient to meet our short-term and long-term funding requirements, including working capital requirements, capital expenditure requirements, contractual obligations, and quarterly cash distributions. Our material future obligations include interest on debt, payments of debt principal, purchase obligations including contracts to acquire plant, property and equipment, and our operating leases and service agreements. We may also, from time to time, repurchase our senior notes or preferred units in the open market, in tender offers, in privately negotiated transactions or otherwise in such volumes, at market prices and upon such other terms as we deem appropriate and execute unit repurchases under our unit repurchase program. MPC manages our cash and cash equivalents on our behalf directly with third-party institutions as part of the treasury services that it provides to us under our omnibus agreement. From time to time, we may also consider utilizing other sources of liquidity, including the formation of joint ventures or sales of non-strategic assets.

The MPLX Credit Agreement contains certain representations and warranties, affirmative and restrictive covenants and events of default that we consider to be usual and customary for an agreement of this type. The financial covenant requires MPLX to maintain a ratio of Consolidated Total Debt as of the end of each fiscal quarter to Consolidated EBITDA (both as defined in the MPLX Credit Agreement) for the prior four fiscal quarters of no greater than 5.0 to 1.0 (or 5.5 to 1.0 during the six-month period following certain acquisitions). Consolidated EBITDA is subject to adjustments for certain acquisitions completed and capital projects undertaken during the relevant period. Other covenants restrict us and/or certain of our subsidiaries from incurring debt, creating liens on assets and entering into transactions with affiliates. As of ~~September 30, 2022,~~March 31, 2023, we were in compliance with ~~the covenants, including the~~this financial covenant with a ratio of Consolidated Total Debt to Consolidated EBITDA of ~~3.50~~3.52 to ~~1.0.~~

~~The agreements governing our debt obligations do not contain credit rating triggers that would result~~1.0, as well as all other covenants contained in the acceleration of interest, principal or other payments solely in the event that our credit ratings are downgraded. However, any downgrades in the credit ratings of our senior unsecured debt ratings to below investment grade ratings could, among other things, increase the applicable interest rates and other fees payable under the MPLX Credit ~~Agreement and may limit our ability to obtain future financing, including refinancing existing indebtedness.~~

~~Our liquidity totaled $3.6 billion at September 30, 2022 consisting of:~~

September 30, 2022
(In millions) Total Capacity Outstanding Borrowings Available
Capacity
MPLX Credit Agreement(1)
$ 2,000 $ — $ 2,000
MPC Loan Agreement 1,500 — 1,500
Total $ 3,500 $ — 3,500
Cash and cash equivalents 121
Total liquidity $ 3,621

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

We expect our ongoing sources of liquidity to include cash generated from operations and borrowings under the MPC Loan Agreement, the MPLX Credit Agreement and access to capital markets. We believe that cash generated from these sources will be sufficient to meet our short-term and long-term funding requirements, including working capital requirements, capital expenditure requirements, contractual obligations, and quarterly cash distributions. We may also, from time to time, repurchase our senior notes or preferred units in the open market, in tender offers, in privately negotiated transactions or otherwise in such volumes, at market prices and upon such other terms as we deem appropriate and execute unit repurchases under our unit repurchase program. MPC manages our cash and cash equivalents on our behalf directly with third-party institutions as part of the treasury services that it provides to us under our omnibus agreement. From time to time, we may also consider utilizing other sources of liquidity, including the formation of joint ventures or sales of non-strategic assets.Agreement.

Equity and Preferred Units Overview

~~Common units~~

~~The changes in the number of common units during the nine months ended September 30, 2022 are summarized below:~~

~~(In units)~~

~~Common Units~~

~~Balance at December 31, 2021~~

~~1,016,178,378~~

~~Unit-based compensation awards~~

~~190,529~~

~~Units redeemed in unit repurchase program~~

~~(10,353,035)~~

~~Balance at September 30, 2022~~

~~1,006,015,872~~

Unit Repurchase Program

~~On November 2, 2020, we announced the board authorization of a unit repurchase program for the repurchase of up to $1~~

~~billion of MPLX’s common units held by the public.~~ On August 2, 2022 we announced the board authorization for the repurchase of up to an additional $1.0 billion of MPLX common units held by the public. The ~~authorizations have~~authorization has no expiration date. During the nine months ended September 30, 2022, we repurchased approximately 10 million common units at an average cost per unit of $31.98 and paid $315 million of cash. As of September 30, 2022, we had repurchased a total of approximately 35 million units at an average cost per unit of $28.63 for a total of $994 million under the initial unit repurchase program, which reflects the

~~Table of Contents~~

repurchase of 532,326 common units for $16 million that were transacted in the third quarter of 2022 and settled in the fourth quarter of 2022. As of September 30, 2022, we had $1,006 million remaining under the repurchase authorizations.

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 months ended March 31, 2023. As of March 31, 2023, we had $846 million remaining under the repurchase authorization.

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. See Note 5 to the unaudited consolidated financial statements for more information.

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.

Distributions

We intend to pay a minimum quarterly distribution to the holders of our common units of $0.2625 per unit, or $1.05 per unit on an annualized basis, to the extent we have sufficient cash from our operations after the establishment of cash reserves and the payment of costs and expenses, including reimbursements of expenses to our general partner. The amount of distributions paid

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under our policy and the decision to make any distributions is determined by our general partner, taking into consideration the terms of our partnership agreement. Such minimum distribution would equate to ~~$264~~$263 million per quarter, or ~~$1,056~~$1,051 million per year, based on the number of common units outstanding at ~~September 30, 2022.~~March 31, 2023.

On ~~November 1, 2022,~~April 25, 2023, MPLX declared a cash distribution for the ~~third~~first quarter of ~~2022,~~2023, totaling ~~$777~~$776 million, or ~~$0.7750~~$0.775 per common unit. This distribution will be paid on ~~November 22, 2022~~May 15, 2023 to common unitholders of record on ~~November 15, 2022.~~May 5, 2023. Although our partnership agreement requires that we distribute all of our available cash each quarter, we do not otherwise have a legal obligation to distribute any particular amount per common unit. This rate will also be received by Series A preferred unitholders.

Series B preferred unitholders are entitled to receive a fixed distribution of $68.75 per unit, per annum, payable semi-annually in arrears on February 15 and August 15, or the first business day thereafter, up to and including February 15, 2023. After February 15, 2023, the holders of Series B preferred units are entitled to receive cumulative, quarterly distributions payable in arrears on the 15th day of February, May, August and November of each year, or the first business day thereafter, based on a floating annual rate equal to the three-month LIBOR plus 4.652 percent, in each case assuming a distribution is declared by the board of directors. Accordingly, cash distribution payments of $21 million were paid to Series B unitholders on February 15, 2022 and August 15, 2022.

MPLX has the right to redeem some or all of the Series B preferred units, at any time, on or after February 15, 2023 at a redemption price of $1,000 per unit plus any accumulated and unpaid distributions up to the redemption date.

The allocation of total cash distributions is as follows for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~March 31, 2022. 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
September 30, Nine Months Ended
September 30,
(In millions, except per unit data) 2022 2021 2022 2021
Distribution declared:
Limited partner units - public(1)
$ 275 $ 476 $ 789 $ 998
Limited partner units - MPC(1)
502 829 1,415 1,719
Total LP distribution declared 777 1,305 2,204 2,717
Series A preferred units(1)
23 38 65 79
Series B preferred units 10 10 31 31
Total distribution declared 810 1,353 2,300 2,827
Quarterly cash distributions declared per limited partner common unit $ 0.7750 $ 1.2800 $ 2.1850 $ 2.6550

~~(1) The three and nine months ended September 30, 2021 include a supplemental distribution amount $0.575 per common unit.~~


	Three Months Ended March 31,
(In millions, except per unit data)	2023		2022
Distribution declared:
Limited partner units - public	$	274	$	257
Limited partner units - MPC	502		456




Total LP distribution declared	776		713
Series A preferred units	23		21
Series B preferred units	5		11
Total distribution declared	$	804	$	745

Quarterly cash distributions declared per limited partner common unit	$	0.775	$	0.705

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Capital Expenditures

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

MPLX’s initial capital investment plan for ~~2022 totaled $900~~2023 is $950 million, net of reimbursements, which includes growth capital of ~~$700~~$800 million and maintenance capital of ~~$140 million and a $60 million investment in an unconsolidated affiliate for the repayment of our 9.19 percent indirect share of the Bakken Pipeline joint venture’s debt due in 2022.~~$150 million. Growth capital expenditures and investments in affiliates during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 were primarily for gas ~~gathering,~~ processing plants and ~~de-ethanization~~gathering projects in ~~our Bakken,~~the Marcellus and ~~Southwest basins and the expansion of our crude gathering systems and long-haul pipeline investments in the~~ Permian ~~and Bakken~~ basins. ~~Spending for the period also included the $60 million contribution to our Bakken Pipeline joint venture to fund our share of a debt repayment by the joint venture.~~ We continuously evaluate our capital plan and make changes as conditions warrant.

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Our capital expenditures are shown in the table below:


		Nine Months Ended September 30,					Three Months Ended March 31,
(In millions)	(In millions)	2022		2021		(In millions)	2023		2022
Capital expenditures:	Capital expenditures:					Capital expenditures:
Growth capital expenditures	Growth capital expenditures	$	451	$	274	Growth capital expenditures	$	139	$	148
Growth capital reimbursements(1)	Growth capital reimbursements(1)	(70)		(22)		Growth capital reimbursements(1)	(33)		(11)
Investments in unconsolidated affiliates	Investments in unconsolidated affiliates	198		116		Investments in unconsolidated affiliates	51		110
Return of capital		(11)		(36)

Capitalized interest	Capitalized interest	(6)		(11)		Capitalized interest	(3)		(2)
Total growth capital expenditures(2)		562		321
Total growth capital expenditures						Total growth capital expenditures	154		245
Maintenance capital expenditures	Maintenance capital expenditures	123		81		Maintenance capital expenditures	52		24
Maintenance capital reimbursements	Maintenance capital reimbursements	(30)		(31)		Maintenance capital reimbursements	(8)		(10)
Capitalized interest		(1)		(1)

Total maintenance capital expenditures	Total maintenance capital expenditures	92		49		Total maintenance capital expenditures	44		14

Total growth and maintenance capital expenditures	Total growth and maintenance capital expenditures	654		370		Total growth and maintenance capital expenditures	198		259
Investments in unconsolidated affiliates(3)		(198)		(116)
Return of capital(3)		11		36
Investments in unconsolidated affiliates(2)						Investments in unconsolidated affiliates(2)	(51)		(110)

Growth and maintenance capital reimbursements(1)(4)		100		53
(Increase)/ decrease in capital accruals		(39)		19
Growth and maintenance capital reimbursements(3)						Growth and maintenance capital reimbursements(3)	41		21
Increase in capital accruals						Increase in capital accruals	(22)		(3)
Capitalized interest	Capitalized interest	7		12		Capitalized interest	3		2
Additions to property, plant and equipment(3)		$	535	$	374
Additions to property, plant and equipment(2)						Additions to property, plant and equipment(2)	$	169	$	169

(1) Growth capital reimbursements include reimbursements from customers and our Sponsor. Prior periods have been updated to reflect these reimbursements to conform to the current period presentation.

(2) ~~Total growth capital expenditures exclude $28 million of acquisitions for the nine months ended September 30, 2022.~~

~~(3)~~ Investments in unconsolidated affiliates ~~return of capital, acquisitions,~~ and additions to property, plant and equipment are shown as separate lines within investing activities in the Consolidated Statements of Cash Flows.

~~(4)~~(3) Growth capital reimbursements are included in changes in deferred revenue within ~~the~~ operating activities ~~section of~~in the Consolidated Statements of Cash Flows. Maintenance capital reimbursements are included in the Contributions from MPC line within financing activities ~~section of~~in the Consolidated Statements of Cash Flows.

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Contractual Cash Obligations

As of ~~September 30, 2022,~~March 31, 2023, our contractual cash obligations included debt, finance and operating lease obligations, purchase obligations for services and to acquire property, plant and equipment, and other liabilities. During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, our debt obligations ~~decreased~~increased by ~~$250~~$600 million ~~primarily~~ due to the ~~repayment of amounts outstanding on the previous credit agreement, the MPC Loan Agreement, and the redemption of senior notes. These items were funded with proceeds from the~~ issuance of ~~senior notes, discussed above.~~Senior Notes and use of proceeds described above in Liquidity and Capital Resources-Debt and Liquidity Overview. There were no other material changes to our contractual obligations outside the ordinary course of business since December 31, ~~2021.~~2022.

Off-Balance Sheet Arrangements

Off-balance sheet arrangements comprise those arrangements that may potentially impact our liquidity, capital resources and results of operations, even though such arrangements are not recorded as liabilities under ~~U.S.~~ GAAP. Our off-balance sheet arrangements are limited to guarantees that are described in Note 1514 of the unaudited consolidated financial statements and indemnities as disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

Although these arrangements serve a variety of our business purposes, we are not dependent on them to maintain our liquidity and capital resources, and we are not aware of any circumstances that are reasonably likely to cause the off-balance sheet arrangements to have a material adverse effect on our liquidity and capital resources.

Transactions with Related Parties

At ~~September 30, 2022,~~March 31, 2023, MPC owned our non-economic general partnership interest and held approximately 6465 percent of our outstanding common units.

We provide MPC with crude oil, product pipeline, and trucking transportation services based on regulated tariff/contracted rates, as well as storage, terminal, fuels distribution, and inland marine transportation services based on contracted rates. We also have agreements with MPC under which we receive fees for operating MPC’s retained pipeline assets, providing management services for the marine business, and operating certain of MPC’s equity method investments. MPC provides us with certain services related to information technology, engineering, legal, accounting, treasury, human resources and other administrative services under employee services and omnibus services agreements.

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The below table shows the percentage of Total revenues and other income as well as Total costs and expenses with MPC:

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Total revenues and other income(1)
46 % 48 % 46 % 51 %
Total costs and expenses(2)
24 % 26 % 24 % 27 %

~~(1) 2022 periods exclude gain on sales-type leases.~~

~~(2) 2021 periods exclude losses for impairment.~~


	Three Months Ended March 31,
	2023		2022
Total revenues and other income	50	%	48	%
Total costs and expenses	27	%	24	%

For further discussion of agreements and activity with MPC and related parties see Item 1. Business in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 and Note 4 to the unaudited consolidated financial statements in this report.

Environmental Matters and Compliance Costs

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

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, actual expenditures may vary as the number and scope of environmental projects are revised as a result of improved technology or changes in regulatory requirements. ~~During the nine months ended September 30, 2022, environmental remediation costs increased due to a release of crude oil on our pipeline near Edwardsville, Illinois in March of 2022.~~ There have been no ~~additional~~ significant changes to our environmental matters and compliance costs during the ~~nine~~three months ended ~~September 30, 2022.~~March 31, 2023.

Critical Accounting Estimates

As of ~~September 30, 2022,~~March 31, 2023, there have been no significant changes to our critical accounting estimates since our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~

~~Table of Contents~~

2022.

Accounting Standards Not Yet Adopted

We have not identified any recent accounting pronouncements that are expected to have a material impact on our financial condition, results of operations or cash flows upon adoption. Accounting standards are discussed in Note 2 of the unaudited consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks related to the volatility of commodity prices. We employ various strategies, including the ~~potential~~ use of commodity derivative instruments, to economically hedge the risks related to these price fluctuations. We are also exposed to market risks related to changes in interest rates. As of ~~September 30, 2022,~~March 31, 2023, we did not have any open financial ~~or commodity~~ derivative instruments to hedge the economic risks related to interest rate ~~fluctuations or the volatility of commodity prices, respectively;~~fluctuations; however, we continually monitor the market and our exposure and may enter into these arrangements in the future.

Commodity Price Risk

The information about commodity price risk for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 does not differ materially from that discussed in Item 7A. Quantitative and Qualitative Disclosures about Market Risk of our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

Outstanding Derivative Contracts and Sensitivity Analysis

See Notes 9 and 10 to the unaudited consolidated financial statements for more information about the fair value measurement of our derivative instruments, including the natural gas embedded derivative, as well as the amounts recorded in our consolidated balance sheets and statements of income. We do not designate any of our commodity derivative instruments as hedges for accounting purposes.

Our open derivative positions at March 31, 2023 will expire at various times through 2023. We prepared a sensitivity analysis to estimate our exposure to market risk associated with our derivative instruments. Based on our open net positions at March 31, 2023, a 10 percent change in quoted market prices of our derivative instruments, assuming all other factors remain constant, could change the fair value of our derivative instruments and pre-tax operating income by $2.8 million. This analysis may differ from actual results.

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Interest Rate Risk and Sensitivity Analysis

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


(In millions)	(In millions)	Fair Value as of September 30, 2022(1)		Change in Fair Value(2)		Change in Income Before Income Taxes for the Nine Months Ended September 30, 2022(3)		(In millions)	Fair Value as of March 31, 2023(1)		Change in Fair Value(2)		Change in Income Before Income Taxes for the Three Months Ended March 31, 2023(3)
Outstanding debt	Outstanding debt							Outstanding debt
Fixed-rate	Fixed-rate	$	17,552	$	1,365	N/A		Fixed-rate	$	19,167	$	1,626	N/A
Variable-rate(4)	Variable-rate(4)	$	—	$	—	$	1	Variable-rate(4)	$	—	$	—	$	—

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

(2) Assumes a 100-basis-point decrease in the weighted average yield-to-maturity at ~~September 30, 2022.~~March 31, 2023.

(3) Assumes a 100-basis-point change in interest rates. The change to income before income taxes was based on the weighted average balance of all outstanding variable-rate debt for the ~~nine~~three months ended ~~September 30, 2022.~~March 31, 2023.

(4) MPLX had no outstanding borrowings on the MPLX Credit Agreement as of ~~September 30, 2022.~~March 31, 2023.

At ~~September 30, 2022,~~March 31, 2023, our portfolio of third‑party debt consisted of fixed-rate instruments and outstanding borrowings, if any, under the MPLX Credit Agreement. The fair value of our fixed-rate debt is relatively sensitive to interest rate fluctuations. Our sensitivity to interest rate declines and corresponding increases in the fair value of our debt portfolio unfavorably affects our results of operations and cash flows only when we elect to repurchase or otherwise retire fixed-rate debt at prices above carrying value. Interest rate fluctuations generally do not impact the fair value of borrowings under our MPLX Credit Agreement, but may affect our results of operations and cash flows.

See Note 9 in the unaudited consolidated financial statements for additional information on the fair value of our debt.

~~Table of Contents~~

Item 4. Controls and Procedures

Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) was carried out under the supervision and with the participation of management, including the chief executive officer and chief financial officer of our general partner. Based upon that evaluation, the chief executive officer and chief financial officer of our general partner concluded that the design and operation of these disclosure controls and procedures were effective as of ~~September 30, 2022,~~March 31, 2023, the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

During the quarter ended ~~September 30, 2022,~~March 31, 2023, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II – Other Information

Item 1. Legal Proceedings

We are the subject of, or a party to, a number of pending or threatened legal actions, contingencies and commitments involving a variety of matters, including laws and regulations relating to the environment. While it is possible that an adverse result in one or more of the lawsuits or proceedings in which we are a defendant could be material to us, based upon current information and our experience as a defendant in other matters, we believe that these lawsuits and proceedings, individually or in the aggregate, will not have a material adverse effect on our consolidated results of operations, financial position or cash flows.

Item 103 of Regulation S-K promulgated by the SEC requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions, unless we reasonably believe that the matter will result in no monetary sanctions, or in monetary sanctions, exclusive of interest and costs, of less than ~~$300,000.~~a specified threshold. We use a threshold of $1 million for this purpose.

Except as described below, there have been no material changes to the legal matters previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2021 or in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30,~~ 2022.

~~Dakota Access Pipeline~~

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, MPLX ~~holds~~has been negotiating a ~~9.19 percent indirect interest~~consent decree with the EPA with respect to multiple alleged violations of the National Emission Standards for Hazardous Air Pollutants by the Chapita, Coyote Wash, Island, River Bend and Wonsits Valley Compressor Stations in ~~a joint venture (“Dakota Access”) that owns and operates the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects, collectively referred to~~Utah as well as the Bakken Pipeline system or DAPL. In 2020, the U.S. District Court for the District of Columbia (the “D.D.C.”) ordered the U.S. Army Corps of Engineers (“Army Corps”), which granted permits and an easement for the Bakken Pipeline system, to prepare an environmental impact statement (“EIS”) relating to an easement underRobinson Lake ~~Oahe~~Gas Plant in North Dakota. The D.D.C. later ordered vacatur of the easement during the pendency of the EIS. The EIS has been delayed and the Army Corps currently expects to release a draft EIS in the first half of 2023.

~~Tesoro High Plains Pipeline~~

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021, 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. On appeal, the Assistant Secretary - Indian Affairs issued an order vacating the BIA’s trespass order and remanded to the Regional Director for the BIA Great Plains Region to issue a new decision based on specific criteria. On December 15, 2020, the Regional Director of the BIA issued a new trespass notice to THPP, finding that THPP was in trespass and assessing trespass damages of approximately $4 million (including interest), which has been paid. The order also required that THPP immediately cease and desist use of the portion of the pipeline that crosses the property at issue. THPP has complied with the Regional Director’s December 15, 2020 notice. In March 2021, THPP received a copy of an order purporting to vacate all orders related to THPP’s alleged trespass issued by the BIA between July 2, 2020 and January 14, 2021. The order directs the Regional Director of the BIA to reconsider the issue of THPP’s alleged trespass and issue a new order, if necessary, after all interested parties have had an opportunity to be heard. Subsequently, landowners voluntarily dismissed the suit filed in the District of North Dakota. On April ~~23, 2021, THPP filed~~18, 2023 we entered into a ~~lawsuit~~consent decree with the EPA pursuant to which MPLX will pay a cash penalty of $2 million, incorporate additional remedial measures, and mitigate excess emissions associated with events covering MPLX gas plants and compressor stations located in ~~the District of~~Utah, North Dakota ~~against~~and Wyoming. The consent decree was lodged with the United States District Court of America, the U.S. Department of the Interior and the BIA (together, the “U.S. Government Parties”) challenging the March 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 to THPP’s suit, asserting counterclaims~~Utah on April 20, 2023 for trespass and ejectment. The U.S. Government Parties claim THPP is in continued trespass with respect to the pipeline and seek disgorgement of pipeline profits from June 1, 2013 to present, removal of the pipeline and remediation. We intend to vigorously defend ourselves against these counterclaims. Negotiations with the holders of the property rights at issue to settle this matter have been unsuccessful.court approval.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

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~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~

The following table sets forth a summary of our purchases during the quarter ended September 30, 2022, of equity securities that are registered by MPLX pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

Millions of Dollars
Period Total Number of Units Purchased
Average Price
Paid per
Unit(1)
Total Number of Units Purchased as Part of Publicly Announced Plans or Programs
Maximum Dollar Value of Units that May Yet Be Purchased Under the Plans or Programs(2)
7/01/2022-7/31/2022 — $ — — $ 202
8/01/2022-8/31/2022 2,867,174 32.11 2,867,174 1,110
9/01/2022-9/30/2022 3,328,905 31.26 3,328,905 $ 1,006
Total 6,196,079 $ 31.65 6,196,079

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

~~(2)On November 2, 2020, we announced the board authorization of a unit repurchase program for the repurchase of up to $1 billion of MPLX’s common units held by the public.~~ ~~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. These unit repurchase authorizations have no expiration date.~~

~~Table of Contents~~

Item 6. Exhibits

Incorporated by Reference From
Exhibit
Number Exhibit Description Form Exhibit Filing Date SEC File No. Filed
Herewith Furnished
Herewith
3.1
Certificate of Limited Partnership of MPLX LP
S-1 3.1 7/2/2012 333-182500
3.2
Amendment to the Certificate of Limited Partnership of MPLX LP
S-1/A 3.2 10/9/2012 333-182500
3.3
Sixth Amended and Restated Agreement of Limited Partnership of MPLX LP, dated as of February 1, 2021
8-K 3.1 2/3/2021 001-35714
10.1
Revolving Credit Agreement, dated as of July 7, 2022, by and among MPLX LP, as borrower, Wells Fargo Bank, National Association, as administrative agent, each of Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., RBC Capital Markets and TD Securities (USA) LLC, as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A., as syndication agent, each of Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., Royal Bank of Canada and The Toronto-Dominion Bank, New York Branch, as documentation agents, and the other lenders and issuing banks that are parties thereto
8-K 10.1 7/12/2022 001-35714
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934
X
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934
X
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
X
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
X
101.INS XBRL Instance Document: The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Incorporated by Reference From

Exhibit
Number

Exhibit Description

Form

Exhibit

Filing Date

SEC File No.

Filed
Herewith

Furnished
Herewith

3.1

Certificate of Limited Partnership of MPLX LP

S-1

3.1

7/2/2012

333-182500

3.2

Amendment to the Certificate of Limited Partnership of MPLX LP

S-1/A

3.2

10/9/2012

333-182500

3.3

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

8-K

3.1

2/3/2021

001-35714

10.1

First Amendment dated as of January 1, 2023 to Amended and Restated Loan Agreement dated as of July 31, 2019 by and between MPLX and MPC Investment LLC

10.2

Form of 2023 MPLX Phantom Unit Award Agreement

10-K

10.45

2/23/2023

001-35714

31.1

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

31.2

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

32.1

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

32.2

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

101.INS

XBRL Instance Document: The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

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

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SIGNATURES

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


	MPLX LP

	By:	MPLX GP LLC
		Its general partner

Date: ~~November 1, 2022~~May 2, 2023	By:	/s/ Kelly D. Wright
		Kelly D. Wright
		Vice President and Controller of MPLX GP LLC (the general partner of MPLX LP)


	Ownership as of	Carrying value at
	September 30,	September 30,		December 31,
(In millions, except ownership percentages)	2022	2022		2021
L&S
MarEn Bakken Company LLC(1)	25%	$	485	$	449
Illinois Extension Pipeline Company, L.L.C.	35%	247		243
LOOP LLC	41%	283		265
Andeavor Logistics Rio Pipeline LLC(2)	67%	179		183
Minnesota Pipe Line Company, LLC	17%	180		183
Whistler Pipeline LLC(2)	38%	188		155
Explorer Pipeline Company	25%	62		66
W2W Holdings LLC(2)	50%	60		58
Other(2)		148		116
Total L&S		1,832		1,718
G&P
MarkWest Utica EMG, L.L.C.(2)	57%	676		680
Sherwood Midstream LLC(2)	50%	515		544
MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C.(2)	67%	338		332
MarkWest Torñado GP, L.L.C.(2)	60%	301		246
Rendezvous Gas Services, L.L.C.(2)	78%	139		147
Sherwood Midstream Holdings LLC(2)	51%	128		136
Centrahoma Processing LLC	40%	134		133
Other(2)		45		45
Total G&P		2,276		2,263
Total		$	4,108	$	3,981


	Nine Months Ended September 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	$	2,204	$	65	$	31	$	2,300
Undistributed net gain attributable to MPLX LP(1)	804		24		—		828
Net income attributable to MPLX LP(2)	$	3,008	$	89	$	31	$	3,128
Weighted average units outstanding:
Basic	1,012
Diluted	1,013
Net income attributable to MPLX LP per limited partner unit:
Basic	$	2.97
Diluted	$	2.97


	Three Months Ended September 30, 2022				Three Months Ended September 30, 2021
(In millions)	Related Party		Third Party		Related Party		Third Party
Operating leases:
Rental income	$	201	$	75	$	164	$	88
Sales-type leases:

Interest income (Sales-type rental revenue-fixed minimum)	114		19		132		—
Interest income (Revenue from variable lease payments)	4		9		—		—
Sales-type lease revenue	$	118	$	28	$	132	$	—


	Nine Months Ended September 30, 2022				Nine Months Ended September 30, 2021
(In millions)	Related Party		Third Party		Related Party		Third Party
Operating leases:
Rental income	$	564	$	268	$	574	$	286
Sales-type leases:

Interest income (Sales-type rental revenue-fixed minimum)	336		19		305		—
Interest income (Revenue from variable lease payments)	7		9		—		—
Sales-type lease revenue	$	343	$	28	$	305	$	—


					Millions of Dollars
Period	Total Number of Units Purchased	Average Price Paid per Unit(1)		Total Number of Units Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Units that May Yet Be Purchased Under the Plans or Programs(2)
7/01/2022-7/31/2022	—	$	—	—	$	202
8/01/2022-8/31/2022	2,867,174	32.11		2,867,174	1,110
9/01/2022-9/30/2022	3,328,905	31.26		3,328,905	$	1,006
Total	6,196,079	$	31.65	6,196,079