MPLX LPd18rn0p25nwr6d.cloudfront.net/CIK-0001552000/08fef1ed-a6... · 2020. 8. 3. · mbpd Thousand...

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

_____________________________________________

FORM 10-Q ____________________________________________

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE 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 ActTitle 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 12months (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 growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

MPLX LP had 1,058,750,442 common units outstanding at July 30, 2020.

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PagePART I – FINANCIAL INFORMATION

Item 1. Financial Statements: Consolidated Statements of Income (Unaudited) 3Consolidated Statements of Comprehensive Income (Unaudited) 4Consolidated Balance Sheets (Unaudited) 5Consolidated Statements of Cash Flows (Unaudited) 6Consolidated Statements of Equity (Unaudited) 7Notes to Consolidated Financial Statements (Unaudited) 8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 38Item 3. Quantitative and Qualitative Disclosures about Market Risk 62Item 4. Controls and Procedures 63

PART II – OTHER INFORMATION Item 1. Legal Proceedings 63Item 1A. Risk Factors 64Item 5. Other Information 64Item 6. Exhibits 66

Signatures 68

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

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Glossary of Terms

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

ASC Accounting Standards CodificationASU Accounting Standards UpdateATM Program An at-the-market program for the issuance of common unitsBarrel One stock tank barrel, or 42 United States gallons of liquid volume, used in reference to crude

oil or other liquid hydrocarbonsBcf/d One billion cubic feet per dayBtu One British thermal unit, an energy measurementCondensate A natural gas liquid with a low vapor pressure mainly composed of propane, butane, pentane and

heavier hydrocarbon fractionsDCF (a non-GAAP financial measure) Distributable Cash FlowEBITDA (a non-GAAP financial measure) Earnings Before Interest, Taxes, Depreciation and AmortizationFASB Financial Accounting Standards BoardGAAP Accounting principles generally accepted in the United States of AmericaLIBOR London Interbank Offered Ratembpd Thousand barrels per dayMerger MPLX acquisition by merger of Andeavor Logistics LP (“ANDX”) on July 30, 2019MMBtu One million British thermal units, an energy measurementMMcf/d One million cubic feet of natural gas per dayNGL Natural gas liquids, such as ethane, propane, butanes and natural gasolineNYSE New York Stock ExchangePredecessor The related assets, liabilities and results of operations of Andeavor Logistics LP (“ANDX”) prior

to the date of the acquisition, July 30, 2019, effective October 1, 2018Realized derivative gain/loss The gain or loss recognized when a derivative matures or is settledSEC United States Securities and Exchange CommissionSMR Steam methane reformer, operated by a third party and located at the Javelina gas processing and

fractionation complex in Corpus Christi, TexasUnrealized derivative gain/loss The gain or loss recognized on a derivative due to changes in fair value prior to the instrument

maturing or settlingVIE Variable interest entity

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Part I—Financial Information

Item 1. Financial StatementsMPLX LP

Consolidated Statements of Income (Unaudited)

Three Months Ended

June 30, Six Months Ended

June 30,

(In millions, except per unit data) 2020 2019(1) 2020 2019(1)Revenues and other income:

Service revenue $ 563 $ 619 $ 1,175 $ 1,233Service revenue - related parties 857 847 1,785 1,650Service revenue - product related 22 26 61 60Rental income 98 93 194 192Rental income - related parties 237 286 471 611Product sales 120 189 289 405Product sales - related parties 30 36 63 77Income/(loss) from equity method investments(2) 89 83 (1,095) 160Other income 2 4 3 4Other income - related parties 63 27 127 53

Total revenues and other income 2,081 2,210 3,073 4,445Costs and expenses:

Cost of revenues (excludes items below) 315 353 683 692Purchased product costs 87 166 222 360Rental cost of sales 33 29 68 66Rental cost of sales - related parties 41 36 87 79Purchases - related parties 280 313 556 591Depreciation and amortization 321 313 646 614Impairment expense — — 2,165 —General and administrative expenses 96 90 193 191Other taxes 30 25 61 55

Total costs and expenses 1,203 1,325 4,681 2,648Income/(loss) from operations 878 885 (1,608) 1,797

Related party interest and other financial costs 1 2 4 3Interest expense (net of amounts capitalized of $10 million, $12 million, $23 million and $23 million,respectively) 206 214 417 428Other financial costs 16 13 32 22

Income/(loss) before income taxes 655 656 (2,061) 1,344(Benefit)/provision for income taxes — (1) — (2)

Net income/(loss) 655 657 (2,061) 1,346Less: Net income attributable to noncontrolling interests 7 6 15 12Less: Net income attributable to Predecessor — 169 — 349

Net income/(loss) attributable to MPLX LP 648 482 (2,076) 985Less: Series A preferred unit distributions 21 21 41 41Less: Series B preferred unit distributions 10 — 21 —

Limited partners’ interest in net income/(loss) attributable to MPLX LP $ 617 $ 461 $ (2,138) $ 944Per Unit Data (See Note 6) Net income/(loss) attributable to MPLX LP per limited partner unit:

Common - basic $ 0.58 $ 0.56 $ (2.02) $ 1.16Common - diluted $ 0.58 $ 0.55 $ (2.02) $ 1.16

Weighted average limited partner units outstanding: Common - basic 1,059 794 1,059 794Common - diluted 1,059 795 1,059 795

(1) Financial information for the three and six months ended June 30, 2019 has been retrospectively adjusted for the acquisition of ANDX. See Notes 1 and 3.(2) The six months ended June 30, 2020 includes $1,264 million of impairment expense. See Note 4.

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

MPLX LPConsolidated Statements of Comprehensive Income (Unaudited)

Three Months Ended


June 30,

(In millions) 2020 2019(1) 2020 2019(1)Net income/(loss) $ 655 $ 657 $ (2,061) $ 1,346Other comprehensive income/(loss), net of tax:

Remeasurements of pension and other postretirement benefits related to equity method investments, netof tax — — (1) 1

Comprehensive income/(loss) 655 657 (2,062) 1,347Less comprehensive income attributable to:

Noncontrolling interests 7 6 15 12Income attributable to Predecessor — 169 — 349

Comprehensive income/(loss) attributable to MPLX LP $ 648 $ 482 $ (2,077) $ 986

(1) Financial information for the three and six months ended June 30, 2019 has been retrospectively adjusted for the acquisition of ANDX. See Notes 1 and 3.


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MPLX LPConsolidated Balance Sheets (Unaudited)

(In millions) June 30, 2020 December 31, 2019Assets Current assets:

Cash and cash equivalents $ 67 $ 15Receivables, net 562 593Current assets - related parties 594 656Inventories 115 110Other current assets 48 110

Total current assets 1,386 1,484Equity method investments 4,065 5,275Property, plant and equipment, net 21,758 22,145Intangibles, net 1,023 1,270Goodwill 7,722 9,536Right of use assets, net 341 365Noncurrent assets - related parties 676 303Other noncurrent assets 51 52

Total assets 37,022 40,430Liabilities Current liabilities:

Accounts payable 145 242Accrued liabilities 138 187Current liabilities - related parties 372 1,008Accrued property, plant and equipment 154 283Accrued interest payable 207 210Operating lease liabilities 69 66Other current liabilities 143 136

Total current liabilities 1,228 2,132Long-term deferred revenue 261 217Long-term liabilities - related parties 287 290Long-term debt 20,556 19,704Deferred income taxes 11 12Long-term operating lease liabilities 274 302Deferred credits and other liabilities 175 192

Total liabilities 22,792 22,849Commitments and contingencies (see Note 21) Series A preferred units 968 968Equity Common unitholders - public (393 million and 392 million units issued and outstanding) 9,469 10,800Common unitholder - MPC (666 million and 666 million units issued and outstanding) 2,951 4,968Series B preferred units (.6 million and .6 million units issued and outstanding) 611 611Accumulated other comprehensive loss (16) (15)

Total MPLX LP partners’ capital 13,015 16,364Noncontrolling interests 247 249

Total equity 13,262 16,613Total liabilities, preferred units and equity $ 37,022 $ 40,430


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MPLX LPConsolidated Statements of Cash Flows (Unaudited)

Six Months Ended

June 30,

(In millions) 2020 2019(1)Increase/(decrease) in cash, cash equivalents and restricted cash Operating activities:

Net (loss)/income $ (2,061) $ 1,346Adjustments to reconcile net income/(loss) to net cash provided by operating activities:

Amortization of deferred financing costs 29 19Depreciation and amortization 646 614Impairment expense 2,165 —Deferred income taxes (1) (2)Asset retirement expenditures — (1)Loss/(gain) on disposal of assets 1 (2)Loss/(income) from equity method investments(2) 1,095 (160)Distributions from unconsolidated affiliates 226 245Changes in:

Current receivables 31 75Inventories (7) —Fair value of derivatives (9) 7Current accounts payable and accrued liabilities (102) (117)Current assets/current liabilities - related parties 27 (124)Right of use assets/operating lease liabilities (1) 1Deferred revenue 49 46

All other, net 26 7Net cash provided by operating activities 2,114 1,954

Investing activities: Additions to property, plant and equipment (708) (1,136)Acquisitions, net of cash acquired — 6Disposal of assets 43 8Investments in unconsolidated affiliates (222) (323)Distributions from unconsolidated affiliates - return of capital 110 2All other, net — 4

Net cash used in investing activities (777) (1,439)Financing activities: Long-term debt - borrowings 2,500 3,139

- repayments (1,682) (2,272)Related party debt - borrowings 2,708 3,833

- repayments (3,302) (3,789)Distributions to noncontrolling interests (17) (12)Distributions to Series A preferred unitholders (41) (40)Distributions to Series B preferred unitholders (21) —Distributions to unitholders and general partner (1,445) (1,038)Distributions to common and Series B preferred unitholders from Predecessor — (502)Contributions from MPC 20 28Contributions from noncontrolling interests — 94All other, net (5) (9)

Net cash used in financing activities (1,285) (568)Net increase/(decrease) in cash, cash equivalents and restricted cash 52 (53)Cash, cash equivalents and restricted cash at beginning of period 15 85Cash, cash equivalents and restricted cash at end of period $ 67 $ 32

(1) Financial information for the six months ended June 30, 2019 has been retrospectively adjusted for the acquisition of ANDX. See Notes 1 and 3.(2) The 2020 period includes $1,264 million of impairment expense. See Note 4.


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MPLX LPConsolidated Statements of Equity (Unaudited)

Partnership

(In millions)

Common Unit-holders

Public

Common Unit-holder

MPC

Series BPreferred Unit-

holders Accumulated OtherComprehensive Loss

Non-controlling Interests

Equity ofPredecessor Total(1)

Balance at December 31, 2018 $ 8,336 $ (1,612) $ — $ (16) $ 156 $ 10,867 $ 17,731Net income (excludes amounts attributable topreferred units) 176 307 — — 6 180 669Distributions to:

Unitholders (188) (327) — — — (261) (776)Noncontrolling interests — — — — (6) — (6)

Contributions from: MPC — — — — — 15 15Noncontrolling interests — — — — 94 — 94

Other 2 — — 1 — — 3Balance at March 31, 2019 8,326 (1,632) — (15) 250 10,801 17,730Net income (excludes amounts attributable topreferred units) 168 293 — — 6 169 636Distributions to:

Unitholders (191) (332) — — — (241) (764)Noncontrolling interests — — — — (6) — (6)

Contributions from: MPC — — — — — 13 13

Other 2 — — — — — 2Balance at June 30, 2019 8,305 (1,671) — (15) 250 10,742 17,611

Balance at December 31, 2019 10,800 4,968 611 (15) 249 — 16,613Net (loss)/income (excludes amountsattributable to preferred units) (1,022) (1,733) 11 — 8 — (2,736)Distributions to:

Unitholders (271) (446) (21) — — — (738)Noncontrolling interests — — — — (9) — (9)

Contributions from: MPC — 225 — — — — 225

Other 2 — — (1) — — 1Balance at March 31, 2020 9,509 3,014 601 (16) 248 — 13,356Net income (excludes amounts attributable topreferred units) 229 388 10 — 7 — 634Distributions to:

Unitholders (270) (458) — — — — (728)Noncontrolling interests — — — — (8) — (8)

Contributions from: MPC — 6 — — — — 6

Other 1 1 — — — — 2Balance at June 30, 2020 $ 9,469 $ 2,951 $ 611 $ (16) $ 247 $ — $ 13,262

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


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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 operatesmidstream energy infrastructure and logistics assets, and provides fuels distribution services. References in this report to “MPLX LP,” “MPLX,” “the Partnership,”“we,” “ours,” “us,” or like terms refer to MPLX LP and its subsidiaries. References to “MPC” refer collectively to Marathon Petroleum Corporation as our sponsorand its subsidiaries, other than the Partnership. We are engaged in the transportation, storage and distribution of crude oil, asphalt and refined petroleum products;the gathering, processing and transportation of natural gas; and the gathering, transportation, fractionation, storage and marketing of NGLs. MPLX’s principalexecutive office is located in Findlay, Ohio.

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, asphaltand refined petroleum products; and Gathering and Processing (“G&P”), which relates primarily to natural gas and NGLs. See Note 9 for additional informationregarding the operations and results of these segments.

On July 30, 2019, MPLX completed its acquisition by merger (the “Merger”) of Andeavor Logistics LP (“ANDX”). At the effective time of the Merger, eachcommon unit held by ANDX’s public unitholders was converted into the right to receive 1.135 MPLX common units. ANDX common units held by certainaffiliates of MPC were converted into the right to receive 1.0328 MPLX common units. See Note 3 for additional information regarding the Merger.

Impairments – The outbreak of COVID-19 and its development into a pandemic in March 2020 resulted in significant economic disruption globally. Actions takenby various governmental authorities, individuals and companies around the world to prevent the spread of COVID-19 through social distancing have restrictedtravel, many business operations, public gatherings and the overall level of individual movement and in-person interaction across the globe. Although there havebeen some signs of economic improvement, these events significantly reduced global economic activity and resulted in a decline in the demand for the midstreamservices we provide beginning with the first quarter of 2020. Macroeconomic conditions and global geopolitical events have also resulted in significant pricevolatility related to those aforementioned products.

The overall deterioration in the economy and the environment in which MPLX and its customers operate, as well as a sustained decrease in unit price, wereconsidered triggering events resulting in impairments of the carrying value of certain assets during the first quarter of 2020. We recognized impairments related togoodwill, certain equity method investments and certain long-lived assets (including intangibles), within our G&P segment. Many of our producer customersrefined and updated production forecasts in response to the current environment, which impacted their current and expected future demand for our services,including the future utilization of our assets. Additionally, certain of our contracts have commodity price exposure, including NGL prices, which have experiencedincreased volatility as noted above. The table below provides information related to the impairments recognized during the first quarter of 2020 as well as thecorresponding footnote where additional information can be found. No additional events or circumstances arose during the second quarter of 2020 which wouldindicate the need for any additional impairment beyond those recognized during the first quarter.

(In millions) Impairment Footnote Reference

Goodwill $ 1,814 12Equity method investments 1,264 4Intangibles, net 177 12Property, plant and equipment, net 174 11Total impairments $ 3,429

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

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

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operations for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year.

In relation to the Merger described above and in Note 3, ANDX’s assets, liabilities and results of operations prior to the Merger are collectively included in whatwe refer to as the “Predecessor” from October 1, 2018, which was the date that MPC acquired Andeavor. MPLX’s acquisition of ANDX is considered a transferbetween entities under common control due to MPC’s relationship with ANDX prior to the Merger. As an entity under common control with MPC, MPLXrecorded the assets acquired and liabilities assumed on its consolidated balance sheets at MPC’s historical carrying value. Transfers of businesses between entitiesunder common control require prior periods to be retrospectively adjusted for those dates that the entity was under common control. Accordingly, theaccompanying financial statements and related notes of MPLX LP have been retrospectively adjusted to include the historical results of ANDX beginning October1, 2018.

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

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

2. Accounting Standards

Recently Adopted

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

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

We are exposed to credit losses, primarily as a result of the midstream services that we provide. We assess each customer’s ability to pay through our credit reviewprocess, which considers various factors such as external credit ratings; a review of financial statements to determine liquidity, leverage, trends and businessspecific risks; market information; pay history and our business strategy. We monitor our ongoing credit exposure through timely review of customer paymentactivity. At June 30, 2020, we reported $562 million of accounts receivable, net of allowances of $1 million.

We also adopted the following ASU’s during the first six months of 2020, which did not have a material impact to our financial statements or financial statementdisclosures:

ASU Effective Date2018-13 Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair

Value Measurement January 1, 2020

2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting April 1, 2020

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3. Acquisitions

Acquisition of Andeavor Logistics LP

As previously disclosed, on May 7, 2019, ANDX, Tesoro Logistics GP, LLC (then the general partner of ANDX (“TLGP”)), MPLX, MPLX GP LLC (the generalpartner of MPLX (“MPLX GP”)), and MPLX MAX LLC, a wholly owned subsidiary of MPLX (“Merger Sub”), entered into an Agreement and Plan of Merger(the “Merger Agreement”) that provided for, among other things, the merger of Merger Sub with and into ANDX. On July 30, 2019, the Merger was completed,and ANDX survived the Merger as a wholly owned subsidiary of MPLX. At the effective time of the Merger, each common unit held by ANDX’s publicunitholders was converted into the right to receive 1.135 MPLX common units. ANDX common units held by certain affiliates of MPC were converted into theright to receive 1.0328 MPLX common units. See Note 7 for information on units issued in connection with the Merger.

Additionally, as a result of the Merger, each ANDX TexNew Mex Unit issued and outstanding immediately prior to the effective time of the Merger was convertedinto a right for Western Refining Southwest, Inc. (“WRSW”), a wholly owned subsidiary of MPC, as the holder of all such units, to receive a unit representing asubstantially equivalent limited partner interest in MPLX (the “MPLX TexNew Mex Units”). By virtue of the conversion, all ANDX TexNew Mex Units werecancelled and ceased to exist as of the effective time of the Merger. The MPLX TexNew Mex Units are a new class of units in MPLX substantially equivalent tothe ANDX TexNew Mex Units, including substantially equivalent rights, powers, duties and obligations that the ANDX TexNew Mex Units had immediately priorto the closing of the Merger.

As a result of the Merger, the ANDX Special Limited Partner Interest outstanding immediately prior to the effective time of the Merger was converted into a rightfor Southwest Inc., as the holder of all such interest, to receive a substantially equivalent special limited partner interest in MPLX (the “MPLX Special LimitedPartner Interest”). By virtue of the conversion, the ANDX Special Limited Partner Interest was cancelled and ceased to exist as of the effective time of the Merger.For information on ANDX’s preferred units, please see Note 7.

The assets of ANDX consist of a network of owned and operated crude oil, refined product and natural gas pipelines; crude oil and water gathering systems;refining logistics assets; terminals with crude oil and refined products storage capacity; rail facilities; marine terminals including storage; bulk petroleumdistribution facilities; a trucking fleet; and natural gas processing and fractionation systems and complexes. The assets are located in the western and inland regionsof the United States and complement MPLX’s existing business and assets.

MPC accounted for its October 1, 2018 acquisition of Andeavor (including acquiring control of ANDX), using the acquisition method of accounting, whichrequired Andeavor assets and liabilities to be recorded by MPC at the acquisition date fair value. The Merger was closed on July 30, 2019, and the results ofANDX have been incorporated into the results of MPLX as of October 1, 2018, which is the date that common control was established. As a result of MPC’srelationship with both MPLX and ANDX, the Merger has been treated as a common control transaction, which requires the recasting of MPLX’s historical resultsand the recognition of assets acquired and liabilities assumed using MPC’s historical carrying value. We recognized $5 million in acquisition costs during the firsthalf of 2019 related to the Merger, which are reflected in general and administrative expenses. For the three and six months ended June 30, 2019, we recognized$588 million and $1,177 million of revenues and other income, respectively, related to ANDX. For the three and six months ended June 30, 2019 we recognized$168 million and $348 million, respectively, of net income related to ANDX.

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4. Investments and Noncontrolling Interests

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

Ownership as of Carrying value at

June 30, June 30, December 31,

(In millions, except ownership percentages) 2020 2020 2019

L&S MarEn Bakken Company LLC(1) 25% $ 477 $ 481Illinois Extension Pipeline Company, L.L.C. 35% 268 265LOOP LLC 41% 242 238Andeavor Logistics Rio Pipeline LLC(2) 67% 196 202Minnesota Pipe Line Company, LLC 17% 190 190Whistler Pipeline LLC(2) 38% 188 134Explorer Pipeline Company 25% 79 83W2W Holdings LLC(2)(3) 50% 77 —Wink to Webster Pipeline LLC(2)(3) 15% — 126Other(2) 60 55

Total L&S 1,777 1,774G&P MarkWest Utica EMG, L.L.C.(2) 57% 725 1,984Sherwood Midstream LLC(2) 50% 560 537MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C.(2) 67% 308 302Rendezvous Gas Services, L.L.C.(2) 78% 166 170Sherwood Midstream Holdings LLC(2) 51% 152 157Centrahoma Processing LLC 40% 151 153Other(2) 226 198

Total G&P 2,288 3,501

Total $ 4,065 $ 5,275

(1) The investment in MarEn Bakken Company LLC includes our 9.19 percent indirect interest in a joint venture (“Dakota Access”) that owns and operates the Dakota Access Pipeline andEnergy Transfer Crude Oil Pipeline projects, collectively referred to as the Bakken Pipeline system or DAPL.

(2) Investments deemed to be VIEs. Some investments included within “Other” have also been deemed to be VIEs.(3) During the six months ended June 30, 2020, we contributed our ownership in Wink to Webster Pipeline LLC to W2W Holdings LLC.

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 rightson 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 toeconomic interest and as such we have determined that these entities should not be consolidated and apply the equity method of accounting with respect to ourinvestments in each entity.

Sherwood Midstream has been deemed the primary beneficiary of Sherwood Midstream Holdings due to its controlling financial interest through its authority tomanage the joint venture. As a result, Sherwood Midstream consolidates Sherwood Midstream Holdings. Therefore, MPLX also reports its portion of SherwoodMidstream Holdings’ net assets as a component of its investment in Sherwood Midstream. As of June 30, 2020, MPLX has a 24.47 percent indirect ownershipinterest 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 capitalcontribution commitments and any operating expenses incurred by the subsidiary operator in excess of its compensation received for the performance of theoperating services. MPLX did not provide any financial support to equity method investments that it was not contractually obligated to provide during the sixmonths ended June 30, 2020.

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

Summarized financial information for MPLX’s equity method investments for the six months ended June 30, 2020 and 2019 is as follows:

Six Months Ended June 30, 2020

(In millions) VIEs Non-VIEs Total

Revenues and other income $ (43) $ 640 $ 597Costs and expenses 202 274 476Income from operations (245) 366 121Net income (283) 332 49(Loss)/income from equity method investments(1) $ (1,178) $ 83 $ (1,095)(1) Includes the impact of any basis differential amortization or accretion in addition to the impairment of $1,264 million.

Six Months Ended June 30, 2019(1)


Revenues and other income $ 306 $ 724 $ 1,030Costs and expenses 159 295 454Income from operations 147 429 576Net income 127 383 510Income from equity method investments(2) $ 54 $ 106 $ 160

(1) Financial information for the first six months of 2019 has been retrospectively adjusted for the acquisition of ANDX. See Notes 1 and 3.(2) Includes the impact of any basis differential amortization or accretion.

Summarized balance sheet information for MPLX’s equity method investments as of June 30, 2020 and December 31, 2019 is as follows:

June 30, 2020


Current assets $ 357 $ 317 $ 674Noncurrent assets 5,824 5,061 10,885Current liabilities 265 181 446Noncurrent liabilities $ 656 $ 853 $ 1,509

December 31, 2019


Current assets $ 534 $ 330 $ 864Noncurrent assets 5,862 5,134 10,996Current liabilities 192 245 437Noncurrent liabilities $ 305 $ 822 $ 1,127

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As of June 30, 2020, the underlying net assets of MPLX’s investees in the G&P segment exceeded the carrying value of its equity method investments byapproximately $59 million. At December 31, 2019, the carrying value of MPLX’s equity method investments in the G&P segment exceeded the underlying netassets of its investees by approximately $1.0 billion. As of June 30, 2020 and December 31, 2019, the carrying value of MPLX’s equity method investments in theL&S segment exceeded the underlying net assets of its investees by $330 million and $329 million, respectively. At June 30, 2020 and December 31, 2019, theG&P basis difference was being amortized into net income over the remaining estimated useful lives of the underlying assets, except for $31 million and $498million of excess related to goodwill, respectively. At June 30, 2020 and December 31, 2019, the L&S basis difference was being amortized into net income overthe remaining estimated useful lives of the underlying assets, except for $167 million of excess related to goodwill.

5. Related Party Agreements and Transactions

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

MPLX has various long-term, fee-based commercial agreements with MPC. Under these agreements, MPLX provides transportation, terminal, fuels distribution,marketing, storage, management, operational and other services to MPC. MPC has committed to provide MPLX with minimum throughput volumes on crude oiland refined products and other fees for storage capacity; operating and management fees; as well as reimbursements for certain direct and indirect costs. MPC hasalso committed to provide a fixed fee for 100 percent of available capacity for boats, barges and third-party chartered equipment under the marine transportationservice agreement. MPLX also has a keep-whole commodity agreement with MPC under which MPC pays us a processing fee for NGLs related to keep-wholeagreements 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 variousagreements.

Related Party Loan

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

(In millions)Six Months Ended June 30,

2020 Year Ended December 31,

2019Borrowings $ 2,708 $ 8,540

Average interest rate of borrowings 2.733% 3.441%Repayments $ 3,302 $ 7,946Outstanding balance at end of period(1) $ — $ 594(1) Included in “Current liabilities - related parties” on the Consolidated Balance Sheets.

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

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(In millions)Year Ended December 31,

2019Borrowings $ 773

Average interest rate of borrowings 4.249%Repayments $ 773Outstanding balance at end of period $ —

Related Party Revenue

Related party sales to MPC consist of crude oil and refined products pipeline and trucking transportation services based on tariff/contracted rates; storage, terminaland fuels distribution services based on contracted rates; and marine transportation services. Related party sales to MPC also consist of revenue related to volumedeficiency 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 providingoversight and management services required to run the marine business. MPLX also receives management fee revenue for engineering, construction andadministrative services for operating certain of its equity method investments.

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

Three Months Ended June 30, Six Months Ended June 30,

(In millions) 2020 2019 2020 2019Service revenues - related parties

MPC $ 857 $ 847 $ 1,784 $ 1,650Other — — 1 —Total Service revenue - related parties 857 847 1,785 1,650

Rental income - related parties MPC 237 286 471 611

Product sales - related parties(1) MPC 30 36 63 77

Other income - related parties MPC 48 10 96 20Other 15 17 31 33Total Other income - related parties $ 63 $ 27 $ 127 $ 53

(1) There were additional product sales to MPC that net to zero within the consolidated financial statements as the transactions are recorded net due to the terms of the agreements under whichsuch product was sold. For the three and six months ended June 30, 2020, these sales totaled $52 million and $225 million. For the three and six months ended June 30, 2019, these salestotaled $295 million and $518 million.

Related Party Expenses

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

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


(In millions) 2020 2019 2020 2019Rental cost of sales - related parties

MPC $ 41 $ 36 $ 87 $ 79Purchases - related parties

MPC 276 308 547 581Other 4 5 9 10Total Purchase - related parties 280 313 556 591

General and administrative expenses MPC $ 68 $ 53 $ 132 $ 115

Some charges incurred under the omnibus and ESA agreements are related to engineering services and are associated with assets under construction. These chargesare added to “Property, plant and equipment, net” on the Consolidated Balance Sheets. For the three and six months ended June 30, 2020, these charges totaled $15million and $51 million, respectively. For the three and six months ended June 30, 2019, these charges totaled $38 million and $79 million, respectively.

Related Party Assets and Liabilities

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

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(In millions) June 30, 2020 December 31, 2019Current assets - related parties

Receivables - MPC $ 547 $ 621Receivables - Other 7 22Prepaid - MPC 11 9Other - MPC 1 —Lease Receivables - MPC 28 4

Total 594 656Noncurrent assets - related parties

Long-term receivables - MPC 30 21Right of use assets - MPC 231 232Long-term lease receivables - MPC 395 43Unguaranteed residual asset - MPC 20 7

Total 676 303Current liabilities - related parties

Payables - MPC 260 911Payables - Other 36 37Operating lease liabilities - MPC 1 1Deferred revenue - Minimum volume deficiencies - MPC 56 42Deferred revenue - Project reimbursements - MPC 18 16Deferred revenue - Project reimbursements - Other 1 1

Total 372 1,008Long-term liabilities - related parties

Long-term operating lease liabilities - MPC 230 230Long-term deferred revenue - Project reimbursements - MPC 51 53Long-term deferred revenue - Project reimbursements - Other 6 7

Total $ 287 $ 290

Other Related Party Transactions

From time to time, MPLX may also sell to or purchase from related parties, assets and inventory at the lesser of average unit cost or net realizable value. Sales toand purchases from related parties were not material for the six months ended June 30, 2020 and 2019.

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

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

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Classes of participating securities for the three and six months ended June 30, 2020 and 2019 include:

Six Months Ended June 30,

2020 2019Common Units ü üEquity-based compensation awards ü üSeries A preferred units ü üSeries B preferred units ü ü

For the three and six months ended June 30, 2020 and 2019, MPLX had dilutive potential common units consisting of certain equity-based compensation awards.Potential common units omitted from the diluted earnings per unit calculation for the three and six months ended June 30, 2020 and 2019 were less than 1 million.


(In millions) 2020 2019 2020 2019

Net income/(loss) attributable to MPLX LP $ 648 $ 482 $ (2,076) $ 985Less: Distributions declared on Series A preferred units(1) 21 21 41 41

Distributions declared on Series B preferredunits(1) 10 21 21 21Limited partners’ distributions declared on MPLXcommon units (including common units of generalpartner)(1)(2) 715 692 1,443 1,215

Undistributed net loss attributable to MPLXLP $ (98) $ (252) $ (3,581) $ (292)

(1) See Note 7 for distribution information.(2) The three and six months ended June 30, 2019 amounts are net of $12.5 million of waived distributions with respect to units held by MPC and its affiliates.

Three Months Ended June 30, 2020

(In millions, except per unit data)Limited Partners’Common Units Series A Preferred Units Series B Preferred Units Total

Basic and diluted net income attributable to MPLX LPper unit Net income attributable to MPLX LP:

Distributions declared $ 715 $ 21 $ 10 $ 746Undistributed net loss attributable to MPLX LP (98) — — (98)

Net income attributable to MPLX LP(1) $ 617 $ 21 $ 10 $ 648Weighted average units outstanding:

Basic 1,059 Diluted 1,059

Net income attributable to MPLX LP per limitedpartner unit:

Basic $ 0.58 Diluted $ 0.58

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

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Distributions declared $ 692 $ 21 $ 21 $ 734Undistributed net loss attributable to MPLX LP (252) — — (252)


Basic(2) 794 Diluted(2) 795



(1) Allocation of net income attributable to MPLX LP assumes all earnings for the period had been distributed based on the distribution priorities applicable to the period.(2) The Series B preferred units and the MPLX common units issued in connection with the Merger were not outstanding during the three months ended June 30, 2019. See Notes 3 and 7 for

additional information about the treatment of these units.




Distributions declared $ 1,443 $ 41 $ 21 $ 1,505Undistributed net loss attributable to MPLX LP (3,581) — — (3,581)

Net (loss)/income attributable to MPLX LP(1) $ (2,138) $ 41 $ 21 $ (2,076)Weighted average units outstanding:

Basic 1,059 Diluted 1,059


Basic $ (2.02) Diluted $ (2.02)

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

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Basic and diluted net income attributable to MPLXLP per unit Net income attributable to MPLX LP:

Distributions declared $ 1,215 $ 41 $ 21 $ 1,277Undistributed net loss attributable to MPLX LP (292) — — (292)


Basic(2) 794 Diluted(2) 795



(1) Allocation of net income attributable to MPLX LP assumes all earnings for the period had been distributed based on the distribution priorities applicable to the period.(2) The Series B preferred units and the MPLX common units issued in connection with the Merger were not outstanding during the six months ended June 30, 2019. See Notes 3 and 7 for

additional information about the treatment of these units.

7. Equity

The changes in the number of common units outstanding during the six months ended June 30, 2020 are summarized below:

(In units) Common

Balance at December 31, 2019 1,058,355,471Unit-based compensation awards 253,291

Balance at June 30, 2020 1,058,608,762

Merger

In connection with the Merger and as discussed in Note 3, each common unit held by ANDX’s public unitholders was converted into the right to receive 1.135MPLX common units while ANDX common units held by certain affiliates of MPC were converted into the right to receive 1.0328 MPLX common units. Thisresulted in the issuance of MPLX common units of approximately 102 million units to public unitholders and approximately 161 million units to MPC on July 30,2019.

Series B Preferred Units

Prior to the Merger, ANDX had outstanding 600,000 units of 6.875 percent Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representinglimited partner interests of ANDX at a price to the public of $1,000 per unit. Upon completion of the Merger, the ANDX preferred units converted to preferredunits of MPLX representing substantially equivalent limited partnership interests in MPLX (the “Series B preferred units”). The Series B preferred units are paripassu with the Series A preferred units with respect to distribution rights and rights upon liquidation. Distributions on the Series B preferred units are 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 February15, 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.

The changes in the Series B preferred unit balance from December 31, 2019 through June 30, 2020 are summarized below. Series B preferred units are included inthe Consolidated Balance Sheets and Consolidated Statements of Equity within “Equity of Predecessor” for the period prior to the Merger and within “Series Bpreferred units” for the period following the Merger.

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(In millions) Series B Preferred Units

Balance at December 31, 2019 $ 611Net income allocated 21Distributions received by Series B preferred unitholders (21)

Balance at June 30, 2020 $ 611

TexNew Mex Units - Prior to the Merger, MPC held 80,000 Andeavor Logistics TexNew Mex units, representing all outstanding units. At the time of the Merger,each Andeavor Logistics TexNew Mex unit was automatically converted into TexNew Mex units of MPLX with substantially the same rights and obligations asthe Andeavor Logistics TexNew Mex units. The TexNew Mex units represent the right to receive quarterly distribution payments in an amount calculated using thedistributable cash flow generated by a particular portion of the TexNew Mex pipeline system, in excess of a base amount and adjusted for previously agreed uponstipulations and contingencies. In the fourth quarter of 2019, distributions of less than $1 million were earned by the TexNew Mex units, which were declared inJanuary of 2020 and paid in February 2020. Distributions of $2 million were earned by the TexNew Mex units during the three months ended June 30, 2020.

Cash distributions – In accordance with the MPLX partnership agreement, on July 28, 2020, MPLX declared a quarterly cash distribution for the second quarter of2020, totaling $715 million, or $0.6875 per common unit. This rate will also be received by Series A preferred unitholders. These distributions will be paid onAugust 14, 2020 to common unitholders of record on August 7, 2020. Series B preferred unitholders are entitled to receive a fixed distribution of $68.75 per unit,per annum, payable semi-annually in arrears on February 15 and August 15, or the first business day thereafter, up to and including February 15, 2023. AfterFebruary 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, ineach case assuming a distribution is declared by the Board of Directors. Accordingly, a cash distribution payment totaling $21 million will be paid to Series Bunitholders on August 17, 2020.

Quarterly distributions for 2020 and 2019 are summarized below:

(Per common unit) 2020 2019

March 31, $ 0.6875 $ 0.6575June 30, $ 0.6875 $ 0.6675

The allocation of total quarterly cash distributions to limited and preferred unitholders is as follows for the three and six months ended June 30, 2020 and 2019.MPLX’s distributions are declared subsequent to quarter end; therefore, the following table represents total cash distributions applicable to the period in which thedistributions were earned.


(In millions) 2020 2019 2020 2019

Common and preferred unit distributions: Common unitholders, includes common units of generalpartner $ 715 $ 692 $ 1,443 $ 1,215Series A preferred unit distributions 21 21 41 41Series B preferred unit distributions 10 21 21 21

Total cash distributions declared $ 746 $ 734 $ 1,505 $ 1,277

The distribution on common units for the three and six months ended June 30, 2019 includes the impact of the issuance of approximately 102 million units issuedto public unitholders and approximately 161 million units issued to MPC in connection with the Merger. Due to the timing of the closing, distributions presentedin the table above include second quarter distributions on MPLX common units issued to former ANDX unitholders and Series B Unitholders in connection withthe Merger. The distributions on common units exclude $12.5 million of waived distributions for the three and six months ended June 30, 2019.

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8. Series A Preferred Units

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

The holders may convert their Series A preferred units into common units at any time, in full or in part, subject to minimum conversion amounts and conditions.After the fourth anniversary of the issuance date, MPLX may convert the Series A preferred units into common units at any time, in whole or in part, subject tocertain minimum conversion amounts and conditions, if the closing price of MPLX LP common units is greater than $48.75 for the 20-day trading periodimmediately preceding the conversion notice date. The conversion rate for the Series A preferred units shall be the quotient of (a) the sum of (i) $32.50, plus (ii)any unpaid cash distributions on the applicable preferred unit, divided by (b) $32.50, subject to adjustment for unit distributions, unit splits and similartransactions. The holders of the Series A preferred units are entitled to vote on an as-converted basis with the common unitholders and have certain other classvoting rights with respect to any amendment to the MPLX partnership agreement that would adversely affect any rights, preferences or privileges of the preferredunits. In addition, upon certain events involving a change of control, the holders of preferred units may elect, among other potential elections, to convert theirSeries A preferred units to common units at the then change of control conversion rate.

Approximately 29.6 million Series A preferred units remaining outstanding as of June 30, 2020. The changes in the redeemable preferred balance fromDecember 31, 2019 through June 30, 2020 are summarized below:

(In millions)Redeemable Series A

Preferred Units

Balance at December 31, 2019 $ 968Net income allocated 41Distributions received by Series A preferred unitholders (41)

Balance at June 30, 2020 $ 968

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

9. Segment Information

MPLX’s chief operating decision maker is the chief executive officer (“CEO”) of its general partner. The CEO reviews MPLX’s discrete financial information,makes operating decisions, assesses financial performance and allocates resources on a type of service basis. MPLX has 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 – transports, stores, distributes and markets crude oil, asphalt, refined petroleum products and water. Also includes an inland marine business,terminals, rail facilities, storage caverns and refining logistics.

• G&P – gathers, processes and transports natural gas; and gathers, transports, fractionates, stores and markets NGLs.

Our CEO evaluates the performance of our segments using Segment Adjusted EBITDA. Amounts included in net income and excluded from Segment AdjustedEBITDA include: (i) depreciation and amortization; (ii) provision/(benefit) for income taxes; (iii) amortization of deferred financing costs; (iv) extinguishment ofdebt; (v) non-cash equity-based compensation; (vi) impairment expense; (vii) net interest and other financial costs; (viii) income/(loss) from equity methodinvestments; (ix) distributions and adjustments related to equity method investments; (x) unrealized derivative gains/(losses); (xi) acquisition costs; (xii)noncontrolling interest; and (xiii) other adjustments as deemed necessary. These items are either: (i) believed to be

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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 revenues and other income, capital expenditures and investments in unconsolidated affiliates as well as total assets forour reportable segments:


(In millions) 2020 2019(1) 2020 2019(1)

L&S Service revenue $ 931 $ 922 $ 1,935 $ 1,811Rental income 246 296 488 631Product related revenue 21 20 40 35Income from equity method investments 40 54 90 99Other income 52 16 103 28

Total segment revenues and other income(2) 1,290 1,308 2,656 2,604

Segment Adjusted EBITDA(3) 839 570 1,711 1,129Capital expenditures 108 230 292 428Investments in unconsolidated affiliates 74 61 128 68

G&P Service revenue 489 544 1,025 1,072Rental income 89 83 177 172Product related revenue 151 231 373 507Income/(loss) from equity method investments 49 29 (1,185) 61Other income 13 15 27 29

Total segment revenues and other (loss)/income(2) 791 902 417 1,841

Segment Adjusted EBITDA(3) 388 350 810 721Capital expenditures 110 326 244 632Investments in unconsolidated affiliates $ 57 $ 127 $ 94 $ 255

(1) Financial information for the three and six months ended June 30, 2019 has been retrospectively adjusted for the acquisition of ANDX. See Notes 1 and 3.(2) Within the total segment revenues and other income amounts presented above, third party revenues for the L&S segment were $146 million and $304 million for the three and six months

ended June 30, 2020, respectively, and $163 million and $316 million for the three and six months ended June 30, 2019, respectively. Third party revenues for the G&P segment were $748million and $323 million for the three and six months ended June 30, 2020, respectively, and $851 million and $1,738 million for the three and six months ended June 30, 2019,respectively.

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

(In millions) June 30, 2020 December 31, 2019

Segment assets Cash and cash equivalents $ 67 $ 15L&S 21,308 20,810G&P 15,647 19,605

Total assets $ 37,022 $ 40,430

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


(In millions) 2020 2019(1) 2020 2019(1)

Reconciliation to Net (loss)/income: L&S Segment Adjusted EBITDA $ 839 $ 570 $ 1,711 $ 1,129G&P Segment Adjusted EBITDA 388 350 810 721Total reportable segments 1,227 920 2,521 1,850Depreciation and amortization(2) (321) (313) (646) (614)Benefit for income taxes — 1 — 2Amortization of deferred financing costs (15) (12) (29) (19)Non-cash equity-based compensation (3) (5) (8) (12)Impairment expense — — (2,165) —Net interest and other financial costs (208) (217) (424) (434)Income/(loss) from equity method investments 89 83 (1,095) 160Distributions/adjustments related to equity methodinvestments (115) (132) (239) (254)Unrealized derivative (losses)/gains(3) (6) — 9 (4)Acquisition costs — (4) — (5)Other (1) — (2) —Adjusted EBITDA attributable to noncontrollinginterests 8 7 17 14Adjusted EBITDA attributable to Predecessor(4) — 329 — 662

Net (loss)/income $ 655 $ 657 $ (2,061) $ 1,346

(1) Financial information for the three and six months ended June 30, 2019 has been retrospectively adjusted for the acquisition of ANDX. See Notes 1 and 3.(2) Depreciation and amortization attributable to L&S was $138 million and $276 million for the three and six months ended June 30, 2020, respectively, and $134 million and $260 million

for the three and six months ended June 30, 2019, respectively. Depreciation and amortization attributable to G&P was $183 million and $370 million for the three and six months endedJune 30, 2020, respectively, and $179 million and $354 million for the three and six months ended June 30, 2019, respectively.

(3) MPLX makes a distinction between realized and unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, changes in the fair value of thederivative 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 orloss of the contract is recorded.

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

10. Inventories

Inventories consist of the following:

(In millions) June 30, 2020 December 31, 2019

NGLs $ 2 $ 5Line fill 8 10Spare parts, materials and supplies 105 95

Total inventories $ 115 $ 110

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11. Property, Plant and Equipment Property, plant and equipment with associated accumulated depreciation is shown below:

(In millions) Estimated Useful Lives June 30, 2020 December 31, 2019L&S Pipelines 2-51 years $ 5,719 $ 5,572Refining Logistics 13-40 years 2,324 2,870Terminals 4-40 years 1,281 1,109Marine 15-20 years 960 906Land, building and other 1-61 years 1,834 1,817Construction-in progress 520 660

Total L&S property, plant and equipment 12,638 12,934G&P Gathering and transportation 5-40 years 7,374 7,159Processing and fractionation 15-40 years 5,923 5,545Land, building and other 3-40 years 489 484Construction-in-progress 368 745

Total G&P property, plant and equipment 14,154 13,933Total property, plant and equipment 26,792 26,867Less accumulated depreciation(1) 5,034 4,722

Property, plant and equipment, net $ 21,758 $ 22,145(1) The June 30, 2020 balance includes property, plant and equipment impairment charges recorded during the first quarter of 2020 as discussed below.

Long-lived assets used in operations are assessed for impairment whenever changes in facts and circumstances indicate that the carrying value of the assets maynot be recoverable based on the expected undiscounted future cash flow of an asset group. For purposes of impairment evaluation, long-lived assets must begrouped 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 thesame 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.

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

12. Goodwill and Intangibles

Goodwill

MPLX annually evaluates goodwill for impairment as of November 30, as well as whenever events or changes in circumstances indicate it is more likely than notthat the fair value of a reporting unit with goodwill is less than its carrying amount.

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There were no events or changes in circumstances noted in the second quarter of 2020 which would indicate it is more likely than not that the fair value of ourreporting units with goodwill is less than their carrying amount. During the first quarter of 2020, we determined that an interim impairment analysis of the goodwillrecorded was necessary based on consideration of a number of first quarter events and circumstances as discussed in Note 1. Our producer customers in our EasternG&P region reduced production forecasts and drilling activity in response to the global economic downturn. Additionally, a decline in NGL prices impacted ourfuture revenue forecast. After performing our evaluations related to the interim impairment of goodwill during the first quarter of 2020, we recorded an impairmentof $1,814 million within the Eastern G&P reporting unit, which was recorded to “Impairment expense” on the Consolidated Statements of Income. The impairmentwas primarily driven by additional guidance related to the slowing of drilling activity, which has reduced production growth forecasts from our producercustomers. This resulted in goodwill totaling approximately $7.7 billion as of March 31, 2020 within four reporting units. The fair value of the remaining reportingunits with goodwill were in excess of their carrying value by percentages ranging from 8.5 percent to 270.0 percent. The reporting unit whose fair value exceededits carrying amount by 8.5 percent, our Crude Gathering reporting unit, had goodwill totaling $1.1 billion at March 31, 2020. The operations which make up thisreporting unit were acquired through the merger with ANDX. MPC accounted for its October 1, 2018 acquisition of Andeavor (including acquiring control ofANDX), using the acquisition method of accounting, which required Andeavor assets and liabilities to be recorded by MPC at the acquisition date fair value. TheMerger was closed on July 30, 2019 and has been treated as a common control transaction, which required the recognition of assets acquired and liabilitiesassumed using MPC’s historical carrying value. As such, given the short amount of time from when fair value was established to the date of the impairment test,the amount by which the fair value exceeded the carrying value within this reporting unit was not unexpected.

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

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

The changes in carrying amount of goodwill were as follows:

(In millions) L&S G&P TotalGross goodwill as of December 31, 2018 $ 7,234 $ 2,912 $ 10,146

Accumulated impairment losses — (130) (130)Balance as of December 31, 2018 7,234 2,782 10,016

Impairment losses — (1,197) (1,197)Acquisitions 488 229 717

Balance as of December 31, 2019 7,722 1,814 9,536Impairment losses — (1,814) (1,814)

Balance as of June 30, 2020 7,722 — 7,722

Gross goodwill as of June 30, 2020 7,722 3,141 10,863Accumulated impairment losses — (3,141) (3,141)

Balance as of June 30, 2020 $ 7,722 $ — $ 7,722

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Intangible Assets

During the first quarter of 2020, we also determined that an impairment analysis of intangibles within our Western G&P reporting unit was necessary. See Note 11for additional information regarding our assessment around the Western G&P reporting unit, and more specifically our East Texas G&P asset group. The fair valueof the intangibles in our East Texas G&P asset group was determined based on applying the multi-period excess earnings method, which is an income approach.Key assumptions included management’s best estimates of the expected future cash flows from existing customers, customer attrition rates and the discount rate.After performing our evaluations related to the impairment of intangible assets associated with our East Texas G&P asset group during the first quarter of 2020, werecorded an impairment of $177 million to “Impairment expense” on the Consolidated Statements of Income related to our customer relationships.

MPLX’s remaining intangible assets are comprised of customer contracts and relationships. Gross intangible assets with accumulated amortization as of June 30,2020 and December 31, 2019 is shown below:

June 30, 2020 December 31, 2019

(In millions) Useful Life Gross Accumulated

Amortization(1)(2) Net Gross AccumulatedAmortization Net

L&S 6 - 8 years $ 283 $ (63) $ 220 $ 283 $ (45) $ 238G&P 6 - 25 years 1,288 (485) 803 1,288 (256) 1,032

$ 1,571 $ (548) $ 1,023 $ 1,571 $ (301) $ 1,270(1) Amortization expense attributable to the G&P and L&S segments for the six months ended June 30, 2020 was $52 million and $18 million, respectively.(2) Impairment charge of $177 million is included within the G&P accumulated amortization.

Estimated future amortization expense related to the intangible assets at June 30, 2020 is as follows:

(In millions) 2020 $ 642021 1282022 1282023 1282024 124Thereafter 451

Total $ 1,023

13. Fair Value Measurements

Fair Values – Recurring

Fair value measurements and disclosures relate primarily to MPLX’s derivative positions as discussed in Note 14. The following table presents the financialinstruments carried at fair value on a recurring basis as of June 30, 2020 and December 31, 2019 by fair value hierarchy level. MPLX has elected to offset the fairvalue amounts recognized for multiple derivative contracts executed with the same counterparty.

June 30, 2020 December 31, 2019

(In millions) Assets Liabilities Assets Liabilities

Significant unobservable inputs (Level 3) Embedded derivatives in commodity contracts $ — $ (51) $ — $ (60)

Total carrying value on Consolidated Balance Sheets $ — $ (51) $ — $ (60)

Level 3 instruments include all NGL transactions and embedded derivatives in commodity contracts. The embedded derivative liability relates to a natural gaspurchase commitment embedded in a keep-whole processing agreement. The fair value calculation for these Level 3 instruments used significant unobservableinputs including: (1) NGL prices interpolated and extrapolated due to inactive markets ranging from $0.38 to $0.92 per gallon with a weighted average of $0.53 pergallon per the current term of the embedded derivative and (2) the probability of renewal of 100 percent for the first five-year term and

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second five-year term of the gas purchase commitment and related keep-whole processing agreement, respectively. Increases or decreases in the fractionationspread result in an increase or decrease in the fair value of the embedded derivative liability, respectively. Beyond the embedded derivative discussed above, wehad no outstanding commodity contracts as of June 30, 2020 or December 31, 2019.Changes in Level 3 Fair Value Measurements

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

Three Months Ended June 30, 2020 Three Months Ended June 30, 2019

(In millions)Commodity Derivative

Contracts (net) Embedded Derivatives inCommodity Contracts (net)

Commodity DerivativeContracts (net)

Embedded Derivatives inCommodity Contracts (net)

Fair value at beginning of period $ — $ (45) $ — $ (65)Total (losses)/gains (realized and unrealized) includedin earnings(1) — (7) — (1)Settlements — 1 — 1

Fair value at end of period — (51) — (65)The amount of total (losses)/gains for the periodincluded in earnings attributable to the change inunrealized gains/(losses) relating to liabilities still heldat end of period $ — $ (6) $ — $ (2)

Six Months Ended June 30, 2020 Six Months Ended June 30, 2019

(In millions)Commodity Derivative

Contracts (net) Embedded Derivatives inCommodity Contracts (net)

Commodity DerivativeContracts (net)

Embedded Derivatives inCommodity Contracts (net)

Fair value at beginning of period $ — $ (60) $ — $ (61)Total gains/(losses) (realized and unrealized) includedin earnings(1) — 7 — (7)Settlements — 2 — 3

Fair value at end of period — (51) — (65)The amount of total gains/(losses) for the periodincluded in earnings attributable to the change inunrealized gains/(losses) relating to liabilities still heldat end of period $ — $ 7 $ — $ (5)(1) Gains and losses on commodity derivative contracts classified as Level 3 are recorded in “Product sales” on the Consolidated Statements of Income. Gains and losses on derivatives

embedded in commodity contracts are recorded in “Purchased product costs” and “Cost of revenues” on the Consolidated Statements of Income.

Fair Values – Reported

MPLX’s primary financial instruments are cash and cash equivalents, receivables, receivables from related parties, lease receivables from related parties, accountspayable, payables to related parties and long-term debt. MPLX’s fair value assessment incorporates a variety of considerations, including (1) the duration of theinstruments, (2) MPC’s investment-grade credit rating and (3) the historical incurrence of and expected future insignificance of bad debt expense, which includesan evaluation of counterparty credit risk. MPLX believes the carrying values of its current assets and liabilities approximate fair value. The recorded value of theamounts outstanding under the bank revolving credit facility, if any, approximates fair value due to the variable interest rate that approximates current market rates.Derivative instruments are recorded at fair value, based on available market information (see Note 14).

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

June 30, 2020 December 31, 2019

(In millions) Fair Value Carrying Value Fair Value Carrying Value

Long-term debt $ 21,919 $ 20,646 $ 21,054 $ 19,800SMR liability $ 88 $ 78 $ 90 $ 80

14. Derivative Financial Instruments

As of June 30, 2020, MPLX had no outstanding commodity contracts beyond the embedded derivative discussed below.

Embedded Derivative - MPLX has a natural gas purchase commitment embedded in a keep-whole processing agreement with a producer customer in the SouthernAppalachian region expiring in December 2022. The customer has the unilateral option to extend the agreement for two consecutive five-year terms throughDecember 2032. For accounting purposes, the natural gas purchase commitment and the term extending options have been aggregated into a single compoundembedded derivative. The probability of the customer exercising its options is determined based on assumptions about the customer’s potential business strategydecision 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 arebased on the difference between the contractual and index pricing and the probability of the producer customer exercising its option to extend. The changes in fairvalue are recorded in earnings through “Purchased product costs” on the Consolidated Statements of Income. As of June 30, 2020 and December 31, 2019, theestimated fair value of this contract was a liability of $51 million and $60 million, respectively.

Certain derivative positions are subject to master netting agreements, therefore, MPLX has elected to offset derivative assets and liabilities that are legallypermissible to be offset. As of June 30, 2020 and December 31, 2019, there were no derivative assets or liabilities that were offset on the Consolidated BalanceSheets. The impact of MPLX’s derivative instruments on its Consolidated Balance Sheets is summarized below:

(In millions) June 30, 2020 December 31, 2019Derivative contracts not designated as hedging instruments and theirbalance sheet location Asset Liability Asset Liability

Commodity contracts(1) Other current assets / Other current liabilities $ — $ (3) $ — $ (5)Other noncurrent assets / Deferred credits and otherliabilities — (48) — (55)

Total $ — $ (51) $ — $ (60)(1) Includes embedded derivatives in commodity contracts as discussed above.

For further information regarding the fair value measurement of derivative instruments, including the effect of master netting arrangements or collateral, see Note13. There were no material changes to MPLX’s policy regarding the accounting for Level 2 and Level 3 instruments as previously disclosed in MPLX’s AnnualReport on Form 10-K for the year ended December 31, 2019. MPLX does not designate any of its commodity derivative positions as hedges for accountingpurposes.

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


(In millions) 2020 2019 2020 2019

Purchased product costs Realized (loss)/gain $ (1) $ (1) $ (2) $ (3)Unrealized (loss)/gain (6) — 9 (4)

Purchased product costs derivative (loss)/gain (7) (1) 7 (7)

Total derivative (loss)/gain $ (7) $ (1) $ 7 $ (7)

15. Debt

MPLX’s outstanding borrowings consist of the following:

(In millions) June 30, 2020 December 31, 2019MPLX LP:

Bank revolving credit facility $ 825 $ —Term loan facility 1,000 1,000Floating rate senior notes 2,000 2,000Fixed rate senior notes 16,887 16,887

Consolidated subsidiaries: MarkWest 23 23ANDX 190 190

Financing lease obligations(1) 13 19Total 20,938 20,119

Unamortized debt issuance costs (100) (106)Unamortized discount/premium (279) (300)Amounts due within one year (3) (9)

Total long-term debt due after one year $ 20,556 $ 19,704(1) See Note 20 for lease information.

Credit Agreement

Effective July 30, 2019, in connection with the closing of the Merger, MPLX amended and restated its existing revolving credit facility (the “MPLX CreditAgreement”) to, among other things, increase borrowing capacity to up to $3.5 billion and extend its term from July 2022 to July 2024. During the six monthsended June 30, 2020, MPLX borrowed $2.5 billion under the MPLX Credit Agreement, at an average interest rate of 1.525 percent, and repaid $1.675 billion. AtJune 30, 2020, MPLX had $825 million in outstanding borrowings and less than $1 million in letters of credit outstanding under the MPLX Credit Agreement,resulting in total availability of $2.675 billion, or 76.4 percent of the borrowing capacity.

Term Loan Agreement

On September 26, 2019, MPLX entered into a Term Loan Agreement which provides for a committed term loan facility for up to an aggregate of $1 billion.Borrowings under the Term Loan Agreement bear interest, at MPLX’s election, at either (i) the Adjusted LIBO Rate (as defined in the Term Loan Agreement) plusa margin ranging from 75.0 basis points to 100.0 basis points per annum, depending on MPLX’s credit ratings, or (ii) the Alternate Base Rate (as defined in theTerm Loan Agreement). Amounts borrowed under the Term Loan Agreement will be due and payable on September 26, 2021. As of June 30, 2020, MPLX had$1.0 billion outstanding on the term loan at an average interest rate of 1.665 percent.

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Floating Rate Senior Notes

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

Fixed Rate Senior Notes

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

16. Revenue

Disaggregation of Revenue

The following tables represent a disaggregation of revenue for each reportable segment for the three and six months ended June 30, 2020 and 2019:


(In millions) L&S G&P Total

Revenues and other income: Service revenue $ 77 $ 486 $ 563Service revenue - related parties 854 3 857Service revenue - product related — 22 22Product sales 17 103 120Product sales - related parties 4 26 30

Total revenues from contracts with customers $ 952 $ 640 1,592Non-ASC 606 revenue(1) 489

Total revenues and other income $ 2,081

Three Months Ended June 30, 2019(2)


Revenues and other income: Service revenue $ 79 $ 540 $ 619Service revenue - related parties 843 4 847Service revenue - product related — 26 26Product sales 15 174 189Product sales - related parties 5 31 36

Total revenues from contracts with customers $ 942 $ 775 1,717Non-ASC 606 revenue(1) 493


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Revenues and other income: Service revenue $ 161 $ 1,014 $ 1,175Service revenue - related parties 1,774 11 1,785Service revenue - product related — 61 61Product sales 32 257 289Product sales - related parties 8 55 63

Total revenues from contracts with customers $ 1,975 $ 1,398 3,373Non-ASC 606 loss(1) (300)


Six Months Ended June 30, 2019(2)


Revenues and other income: Service revenue $ 165 $ 1,068 $ 1,233Service revenue - related parties 1,646 4 1,650Service revenue - product related — 60 60Product sales 26 379 405Product sales - related parties 9 68 77

Total revenues from contracts with customers $ 1,846 $ 1,579 3,425Non-ASC 606 revenue(1) 1,020

Total revenues and other income $ 4,445(1) Non-ASC 606 Revenue includes rental income, income/(loss) from equity method investments, derivative gains and losses, mark-to-market adjustments, and other income.(2) Financial information for the three and six months ended June 30, 2019 has been retrospectively adjusted for the acquisition of ANDX. See Notes 1 and 3.

Contract Balances

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

Contract liabilities, which we refer to as “Deferred revenue” and “Long-term deferred revenue,” typically relate to advance payments for aid in constructionagreements 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 classifycontract liabilities as current or long-term based on the timing of when we expect to recognize revenue.

“Receivables, net” primarily relate to our commodity sales. Portions of the “Receivables, net” balance are attributed to the sale of commodity product controlled byMPLX prior to sale while a significant portion of the balance relates to the sale of commodity product on behalf of our producer customers. Both types oftransactions 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 aresult of when we settle with each producer.

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The tables below reflect the changes in our contract balances for the six-month periods ended June 30, 2020 and 2019:

(In millions)Balance at December 31,

2019(1) Additions/ (Deletions) Revenue Recognized(2) Balance at

June 30, 2020

Contract assets $ 39 $ (20) $ (1) $ 18Deferred revenue 23 8 (5) 26Deferred revenue - related parties 53 48 (29) 72Long-term deferred revenue 90 11 — 101Long-term deferred revenue - related parties $ 55 $ (2) $ — $ 53

(In millions)Balance at December 31,

2018(1) Additions/ (Deletions)(3) Revenue Recognized(2)(3) Balance at

June 30, 2019(3)

Contract assets $ 36 $ (8) $ (1) $ 27Deferred revenue 13 4 (3) 14Deferred revenue - related parties 65 18 (30) 53Long-term deferred revenue 56 14 — 70Long-term deferred revenue - related parties $ 52 $ (2) $ — $ 50(1) Balance represents ASC 606 portion of each respective line item.(2) No significant revenue was recognized related to past performance obligations in the current periods.(3) Financial information for the six months ended June 30, 2019 has been retrospectively adjusted for the acquisition of ANDX. See Notes 1 and 3.

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 June 30, 2020, the amounts allocated to contract assets and contract liabilities on the Consolidated Balance Sheets are $250 million and are reflected in theamounts below. This will be recognized as revenue as the obligations are satisfied, which is expected to occur over the next 31 years. Further, MPLX does notdisclose variable consideration due to volume variability in the table below.

(In millions) 2020 $ 9382021 1,7902022 1,7592023 1,6732024 and thereafter 5,915Total revenue on remaining performance obligations(1),(2),(3) $ 12,075(1) All fixed consideration from contracts with customers is included in the amounts presented above. Variable consideration that is constrained or not required to be estimated as it reflects our

efforts to perform is excluded.(2) Arrangements deemed implicit leases are included in “Rental income” and are excluded from this table.(3) Only minimum volume commitments that are deemed fixed are included in the table above. MPLX has various minimum volume commitments in processing arrangements that vary based

on the actual Btu content of the gas received. These amounts are deemed variable consideration and are excluded from the table above.

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

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17. Supplemental Cash Flow Information


(In millions) 2020 2019

Net cash provided by operating activities included: Interest paid (net of amounts capitalized) $ 423 $ 402Income taxes paid 1 —

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

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


(In millions) 2020 2019(Decrease)/increase in capital accruals $ (172) $ (77)

18. Accumulated Other Comprehensive Loss

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

The following table shows the changes in “Accumulated other comprehensive loss” by component during the period December 31, 2019 through June 30, 2020.

(In millions)Pension Benefits

Other Post-Retirement Benefits Total

Balance at December 31, 2019(1) $ (14) $ (1) $ (15)Other comprehensive loss - remeasurements(2) — (1) (1)

Balance at June 30, 2020(1) $ (14) $ (2) $ (16)

The following table shows the changes in “Accumulated other comprehensive loss” by component during the period December 31, 2018 through June 30, 2019.

(In millions)Pension Benefits

Other Post-Retirement Benefits Total

Balance at December 31, 2018(1) $ (14) $ (2) $ (16)Other comprehensive income - remeasurements(2) — 1 1

Balance at June 30, 2019(1) $ (14) $ (1) $ (15)(1) These components of “Accumulated other comprehensive loss” are included in the computation of net periodic benefit cost by LOOP and Explorer and are therefore included on the

Consolidated Statements of Income under the caption “Income/(loss) from equity method investments.”(2) Components of other comprehensive income/loss - remeasurements relate to actuarial gains and losses as well as amortization of prior service costs. MPLX records an adjustment to

“Comprehensive income” in accordance with its ownership interest in LOOP and Explorer.

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19. Equity-Based Compensation

Phantom Units

The following is a summary of phantom unit award activity of MPLX LP common units for the six months ended June 30, 2020:

Number of Units

Weighted Average Fair Value

Outstanding at December 31, 2019 1,109,568 $ 35.97Granted 195,461 19.43Settled (323,884) 35.67Forfeited (4,627) 36.40

Outstanding at June 30, 2020 976,518 $ 32.76

Performance Units – MPLX grants performance units to certain officers of the general partner and certain eligible MPC officers who make significantcontributions to its business. These performance units pay out 75 percent in cash and 25 percent in MPLX LP common units and often contain both market andperformance conditions based on various metrics. Market conditions are valued using a Monte Carlo valuation while performance conditions are reevaluatedperiodically and valued at the compensation cost associated with the performance outcome deemed most probable.

The performance units granted in 2020 are hybrid awards having a three-year performance period of January 1, 2020 through December 31, 2022. The payout ofthe award is dependent on two independent conditions, each constituting 50 percent of the overall target units granted. The awards have a performance conditionbased on MPLX LP’s distributable cash flow, and a market condition based on MPLX LP’s total unitholder return. The market condition was valued using a MonteCarlo valuation, resulting in a grant date fair value of $0.80 per unit for the 2020 equity-classified performance units. Grant date fair value of the performancecondition is based on potential payouts per unit of up to $2.00 per unit. Compensation cost associated with the performance condition is based on the grant date fairvalue of the payout deemed most probable to occur and is adjusted as the expectation for payout changes.

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

The following is a summary of the activity for performance unit awards to be settled in MPLX LP common units for the six months ended June 30, 2020:

Number of

UnitsOutstanding at December 31, 2019 2,157,347

Granted 2,147,211Settled (1,169,354)Forfeited (31,668)

Outstanding at June 30, 2020 3,103,536

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20. Leases

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

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

Three Months Ended June 30, 2020 Three Months Ended June 30, 2019

(In millions) Related Party Third Party Related Party Third Party

Operating leases: Operating lease revenue(1)(2) $ 195 $ 66 $ 246 $ 68

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

Six Months Ended June 30, 2020 Six Months Ended June 30, 2019

(In millions) Related Party Third Party Related Party Third Party

Operating leases: Operating lease revenue(1)(2) $ 381 $ 129 $ 525 $ 133

Sales-type leases: Profit/(loss) recognized at the commencement date — — N/A N/AInterest income (Sales-type lease revenue- fixed minimum) 76 — N/A N/AInterest income (Revenue from variable lease payments) $ — $ — N/A N/A(1) These amounts are presented net of executory costs.(2) Financial information for the three and six months ended June 30, 2019 has been retrospectively adjusted for the acquisition of ANDX. See Notes 1 and 3.

See Note 5 for additional information on where related party lease assets are recorded in the Consolidated Balance Sheets. Third party lease assets are less than $1million as of June 30, 2020 and are included within the “Receivables, net” and “Other noncurrent assets” captions within the Consolidated Balance Sheets.

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The following is a schedule of future payments on the sales-type leases as of June 30, 2020:

(In millions) Related Party

2020 $ 782021 1572022 1572023 1582024 1582025 and thereafter 473

Total minimum future rentals 1,181Less: present value discount 758

Lease receivable $ 423

21. 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, includinglaws and regulations relating to the environment. Some of these matters are discussed below. For matters for which MPLX has not recorded an accrued liability,MPLX is unable to estimate a range of possible losses because the issues involved have not been fully developed through pleadings, discovery or courtproceedings. 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 ofpollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites. Penalties may be imposed fornon-compliance.

At June 30, 2020 and December 31, 2019, accrued liabilities for remediation totaled $18 million and $19 million, respectively. However, it is not presently possibleto estimate the ultimate amount of all remediation costs that might be incurred or the penalties, if any, which may be imposed. At June 30, 2020 and December 31,2019, there were no balances with MPC for indemnification of environmental costs.

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

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

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

In connection with our 9.19 percent indirect interest in a joint venture (“Dakota Access”) that owns and operates the Dakota Access Pipeline and Energy TransferCrude Oil Pipeline projects, collectively referred to as the Bakken Pipeline system or DAPL, we have entered into a Contingent Equity Contribution Agreementwhereby MPLX LP, along with the other joint venture owners in the Bakken Pipeline system, have agreed to make equity contributions to the joint venture uponcertain events occurring to allow the entities that own and operate the Bakken Pipeline system to satisfy their senior note payment obligations. The senior noteswere issued to repay amounts owed by the pipeline companies to fund the cost of construction of the Bakken Pipeline system.

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

On July 6, 2020, the D.D.C. ordered vacatur of the easement permit during the pendency of an EIS and further ordered shut down of the pipeline by August 5,2020. The D.D.C. denied a motion to stay that order. Dakota Access and the Army Corps are appealing the D.D.C.’s order to the U.S. Court of Appeals for theDistrict of Columbia Circuit. On July 14, 2020, the Circuit Court issued an administrative stay while the court considers Dakota Access and the Army Corps’emergency motion for stay pending appeal.

If the pipeline is temporarily shutdown pending completion of the EIS, MPLX would have to contribute its 9.19 percent pro rata share of funds required to payinterest 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 prorata 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 ina permanent shutdown of the pipeline, MPLX would have to contribute its 9.19 percent pro rata share of the cost to redeem the bonds (including the 1%redemption premium required pursuant to the indenture governing the notes) and any accrued and unpaid interest. As of June 30, 2020, our maximum potentialundiscounted payments under the Contingent Equity Contribution Agreement were approximately $230 million.

Other Legal Proceedings – In early July, MPLX received a Notification of Trespass Determination from the Bureau of Indian Affairs (“BIA”) relating to a portionof the Tesoro High Plains Pipeline that crosses the Fort Berthold Reservation in North Dakota. The notification covers the rights of way for 23 tracts of land anddemands the immediate cessation of pipeline operations. The notification also assesses trespass damages of approximately $187 million. MPLX expects to receivea notification for an additional 11 tracts in the near future. We appealed this determination, which triggered an automatic stay of the requested pipeline shutdownand payment. We believe the trespass damage calculation is dependent on a novel interpretation of the applicable law, and we continue to actively negotiatesettlement of this matter with holders of the property rights at issue. Management does not believe the ultimate resolution of this matter will have a materialadverse effect on our consolidated financial position, results of operations, or cash flows.

Contractual Commitments and Contingencies – At June 30, 2020, MPLX’s contractual commitments to acquire property, plant and equipment totaled $293million. These commitments were primarily related to G&P plant expansion, terminal and pipeline projects. In addition, from time to time and in the ordinarycourse of business, MPLX and its affiliates provide guarantees of MPLX’s subsidiaries payment and performance obligations in the G&P segment. Certain naturalgas processing and gathering arrangements require MPLX to construct new natural gas processing plants, natural gas gathering pipelines and NGL pipelines andcontain certain fees and charges if specified construction milestones are not achieved for reasons other than force majeure. In certain cases, certain producers mayhave the right to cancel the processing arrangements if there are significant delays that are not due to force majeure. As of June 30, 2020, management does notbelieve 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 chargeswill otherwise be triggered.

22. Subsequent Events

On July 31, 2020, MPLX entered into a Redemption Agreement (the “Redemption Agreement”) with Western Refining Southwest, Inc., an Arizona corporation(“WRSW”) and wholly owned subsidiary of MPC, pursuant to which MPLX agreed to transfer to WRSW all of the outstanding membership interests in WesternRefining Wholesale, LLC, a Delaware limited liability company (“WRW”) to WRSW in exchange for the redemption of MPLX common units held by WRSW.The transaction effects the transfer to MPC of the Western wholesale distribution business that MPLX acquired as a result of its acquisition of ANDX. TheRedemption Agreement was approved by the conflicts committee and the board of directors of MPLX’s general partner. The conflicts committee, which iscomposed of independent members of the board of directors of MPLX’s general partner, retained independent legal and financial advisors to assist it in evaluatingand negotiating the transaction.

Per the terms of Redemption Agreement, MPLX redeemed 18,582,088 Common Units (the “Redeemed Units”) held by WRSW on July 31, 2020. The number ofRedeemed Units was calculated by dividing WRW’s aggregate valuation of $340 million by the simple average of the volume weighted average New York StockExchange prices of an MPLX Common Unit for the ten trading days ending at market close on July 27, 2020.

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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 consolidatedfinancial statements and accompanying footnotes included under Item 1. Financial Statements and in conjunction with our Annual Report on Form 10-K for theyear ended December 31, 2019.

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 andQualitative Disclosures about Market Risk, includes forward-looking statements that are subject to risks, contingencies or uncertainties. You can identify forward-looking statements by words such as “anticipate,” “believe,” “commitment,” “could,” “design,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “imply,”“intend,” “may,” “objective,” “opportunity,” “outlook,” “plan,” “policy,” “position,” “potential,” “predict,” “priority,” “project,” “proposition,” “prospective,”“pursue,” “seek,” “should,” “strategy,” “target,” “will,” “would” or other similar expressions that convey the uncertainty of future events or outcomes.

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

• future levels of revenues and other income, income from operations, net income attributable to MPLX LP, earnings per unit, Adjusted EBITDA or DCF(see the Non-GAAP Financial Information section below for the definitions of Adjusted EBITDA and DCF);

• 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;• the amount and timing of future distributions; and• the anticipated effects of actions of third parties such as competitors, activist investors or federal, foreign, state or local regulatory authorities or plaintiffs

in litigation.

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

• the effects of the outbreak of COVID-19 and the adverse impact thereof on our business, financial condition, results of operations and cash flows,including our growth, operating costs, labor availability, logistical capabilities, customer demand for our services and industry demand generally, cashposition, taxes, the price of our securities and trading markets with respect thereto, our ability to access capital markets, and the global economy andfinancial markets generally;

• Marathon Petroleum Corporation’s (“MPC”) ability to achieve its strategic objectives and the effects of those strategic decisions on us;• the risk that anticipated opportunities and any other synergies from or anticipated benefits of the Andeavor Logistics LP (“ANDX”) acquisition may not

be fully realized or may take longer to realize than expected, including whether the transaction will be accretive within the expected timeframe or at all;• disruption from the ANDX acquisition making it more difficult to maintain relationships with customers, employees or suppliers;• risks relating to any unforeseen liabilities of ANDX;• 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 the business, financial condition, results of operations and cash flows;• adverse changes in laws including with respect to tax and regulatory matters;

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• the adequacy of capital resources and liquidity, including the availability of sufficient cash flow to pay distributions and access to debt on commerciallyreasonable 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;• volatility in or degradation of market and industry conditions as a result of the COVID-19 pandemic, other infectious disease outbreaks 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;• compliance with federal and state environmental, economic, health and safety, energy and other policies and regulations or enforcement actions initiated

thereunder;• adverse results in litigation;• the reliability of processing units and other equipment;• the effect of restructuring or reorganization of business components;• the potential effects of changes in tariff rates on our business, financial condition, results of operations and cash flows;• foreign imports and exports of crude oil, refined products, natural gas and NGLs;• changes in producer customers’ drilling plans or in volumes of throughput of crude oil, natural gas, NGLs, refined products or other hydrocarbon-based

products;• non-payment or non-performance by our producer and other customers;• 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;• 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;• accidents or other unscheduled shutdowns affecting our machinery, pipelines, processing, fractionation and treating facilities or equipment, or those of our

suppliers or customers;• acts of war, terrorism or civil unrest that could impair our ability to gather, process, fractionate or transport crude oil, natural gas, NGLs or refined

products; and• political pressure and influence of environmental groups upon policies and decisions related to the production, gathering, refining, processing,

fractionation, transportation and marketing of crude oil or other feedstocks, refined products, natural gas, NGLs or other hydrocarbon-based products.

For additional risk factors affecting our business, see the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2019, asupdated in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. We undertake no obligation to update any forward-looking statements exceptto the extent required by applicable law.

MPLX OVERVIEW

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

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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 DCFattributable to GP and LP unitholders for the three months ended June 30, 2020 and June 30, 2019 are shown in the chart below. These results include the recast ofANDX financial information into MPLX’s financial information as a result of the Merger. See the Non-GAAP Financial Information section below for thedefinitions of Adjusted EBITDA and DCF and the Results of Operations section for further details regarding changes in these metrics.

(1) Q2 2019 includes Adjusted EBITDA attributable to Predecessor and portion of DCF adjustments attributable to Predecessor.

Other Highlights

RECENT DEVELOPMENTS

• On July 31, MPLX entered into a Redemption Agreement with WRSW, a wholly owned subsidiary of MPC, in which MPLX agreed to transfer theWestern wholesale distribution business that it acquired as a result of its acquisition of ANDX to MPC in exchange for the redemption of $340 million ofMPLX common units held by WRSW. The Redemption Agreement was approved by the MPLX board of directors following the approval of the terms ofthe transaction by its independent conflicts committee. The transaction closed on July 31.

• Announced a second quarter distribution rate of $0.6875 per common unit.

CURRENT ECONOMIC ENVIRONMENT

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

We are actively responding to the impacts that these matters are having on our business by:

• Canceling or delaying certain capital expenditures that we had expected to make in 2020.• Taking actions to reduce operating expenses across the business.• Continuing to evaluate and high-grade our capital portfolio

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

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 operatingresults and profitability and include the non-GAAP financial measures of Adjusted EBITDA and DCF. The amount of Adjusted EBITDA and DCF generated isconsidered by the board of directors of our general partner in approving MPLX’s cash distributions.

We define Adjusted EBITDA as net income adjusted for: (i) depreciation and amortization; (ii) provision/(benefit) for income taxes; (iii) amortization of deferredfinancing costs; (iv) extinguishment of debt; (v) non-cash equity-based compensation; (vi) impairment expense; (vii) net interest and other financial costs; (viii)income/(loss) from equity method investments; (ix) distributions and adjustments related to equity method investments; (x) unrealized derivative gains/(losses);(xi) acquisition costs; (xii) noncontrolling interest; and (xiii) other adjustments as deemed necessary. We also use DCF, which we define as Adjusted EBITDAadjusted for: (i) deferred revenue impacts; (ii) net interest and other financial costs; (iii) maintenance capital expenditures; (iv) equity method investment capitalexpenditures paid out; and (v) other non-cash items. MPLX makes a distinction between realized and unrealized gains and losses on derivatives. During the periodwhen 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 maturesor is settled, the previously recorded unrealized gain or loss is reversed and the realized gain or loss of the contract is recorded.

We believe that the presentation of Adjusted EBITDA and DCF provides useful information to investors in assessing our financial condition and results ofoperations. The GAAP measures most directly comparable to Adjusted EBITDA and DCF are net income and net cash provided by operating activities. AdjustedEBITDA and DCF should not be considered alternatives to GAAP net income or net cash provided by operating activities. Adjusted EBITDA and DCF haveimportant limitations as analytical tools because they exclude some but not all items that affect net income and net cash provided by operating activities or anyother measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA and DCF should not be considered in isolation or assubstitutes for analysis of our results as reported under GAAP. Additionally, because Adjusted EBITDA and DCF may be defined differently by other companiesin our industry, our definitions of Adjusted EBITDA and DCF may not be comparable to similarly titled measures of other companies, thereby diminishing theirutility. For a reconciliation of Adjusted EBITDA and DCF to their most directly comparable measures calculated and presented in accordance with GAAP, seeResults of Operations.

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

COMPARABILITY OF OUR FINANCIAL RESULTS

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

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RESULTS OF OPERATIONS

The following tables and discussion are a summary of our results of operations for the three and six months ended June 30, 2020 and 2019, including areconciliation of Adjusted EBITDA and DCF from “Net income” and “Net cash provided by operating activities,” the most directly comparable GAAP financialmeasures. Prior period financial information has been retrospectively adjusted for common control transactions.


(In millions) 2020 2019 Variance 2020 2019 VarianceTotal revenues and other income(1) $ 2,081 $ 2,210 $ (129) $ 3,073 $ 4,445 $ (1,372)Costs and expenses:

Cost of revenues (excludes items below) 315 353 (38) 683 692 (9)Purchased product costs 87 166 (79) 222 360 (138)Rental cost of sales 33 29 4 68 66 2Rental cost of sales - related parties 41 36 5 87 79 8Purchases - related parties 280 313 (33) 556 591 (35)Depreciation and amortization 321 313 8 646 614 32Impairment expense — — — 2,165 — 2,165General and administrative expenses 96 90 6 193 191 2Other taxes 30 25 5 61 55 6

Total costs and expenses 1,203 1,325 (122) 4,681 2,648 2,033Income/(loss) from operations 878 885 (7) (1,608) 1,797 (3,405)

Related party interest and other financial costs 1 2 (1) 4 3 1Interest expense, net of amounts capitalized 206 214 (8) 417 428 (11)Other financial costs 16 13 3 32 22 10

Income/(loss) before income taxes 655 656 (1) (2,061) 1,344 (3,405)(Benefit)/provision for income taxes — (1) 1 — (2) 2

Net income/(loss) 655 657 (2) (2,061) 1,346 (3,407)Less: Net income attributable to noncontrollinginterests 7 6 1 15 12 3Less: Net income attributable to Predecessor — 169 (169) — 349 (349)

Net income/(loss) attributable to MPLX LP 648 482 166 (2,076) 985 (3,061)

Adjusted EBITDA attributable to MPLX LP (excludingPredecessor results)(2) 1,227 920 307 2,521 1,850 671Adjusted EBITDA attributable to MPLX LP (includingPredecessor results)(3) N/A 1,249 N/A N/A 2,512 N/ADCF attributable to GP and LP unitholders (includingPredecessor results)(3) $ 996 $ 975 $ 21 $ 2,043 $ 1,966 $ 77(1) The six months ended June 30, 2020 includes impairment expense of approximately $1.3 billion related to three equity method investments.(2) Non-GAAP measure. See reconciliation below to the most directly comparable GAAP measures. Excludes adjusted EBITDA and DCF adjustments attributable to Predecessor.(3) Non-GAAP measure. See reconciliation below to the most directly comparable GAAP measures. Includes adjusted EBITDA and DCF adjustments attributable to Predecessor.

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(In millions) 2020 2019 Variance 2020 2019 VarianceReconciliation of Adjusted EBITDA attributable toMPLX LP and DCF attributable to GP and LPunitholders from Net income: Net income $ 655 $ 657 $ (2) $ (2,061) $ 1,346 $ (3,407)

Provision for income taxes — (1) 1 — (2) 2Amortization of deferred financing costs 15 12 3 29 19 10Net interest and other financial costs 208 217 (9) 424 434 (10)

Income from operations 878 885 (7) (1,608) 1,797 (3,405)Depreciation and amortization 321 313 8 646 614 32Non-cash equity-based compensation 3 5 (2) 8 12 (4)Impairment expense — — — 2,165 — 2,165(Income)/loss from equity method investments (89) (83) (6) 1,095 (160) 1,255Distributions/adjustments related to equity methodinvestments 115 132 (17) 239 254 (15)Unrealized derivative losses/(gains)(1) 6 — 6 (9) 4 (13)Acquisition costs — 4 (4) — 5 (5)Other 1 — 1 2 — 2

Adjusted EBITDA 1,235 1,256 (21) 2,538 2,526 12Adjusted EBITDA attributable to noncontrollinginterests (8) (7) (1) (17) (14) (3)Adjusted EBITDA attributable to Predecessor(2) — (329) 329 — (662) 662

Adjusted EBITDA attributable to MPLX LP(3) 1,227 920 307 2,521 1,850 671Deferred revenue impacts 40 22 18 63 31 32Net interest and other financial costs (208) (217) 9 (424) (434) 10Maintenance capital expenditures (33) (62) 29 (67) (99) 32Maintenance capital expenditures reimbursements 6 9 (3) 20 16 4Equity method investment capital expenditurespaid out (4) (4) — (11) (8) (3)Other (1) 10 (11) 3 10 (7)Portion of DCF adjustments attributable toPredecessor(2) — 63 (63) — 132 (132)

DCF 1,027 741 286 2,105 1,498 607Preferred unit distributions (31) (32) 1 (62) (62) —

DCF attributable to GP and LP unitholders 996 709 287 2,043 1,436 607Adjusted EBITDA attributable to Predecessor(2) — 329 (329) — 662 (662)Portion of DCF adjustments attributable toPredecessor(2) — (63) 63 — (132) 132

DCF attributable to GP and LP unitholders (includingPredecessor results) $ 996 $ 975 $ 21 $ 2,043 $ 1,966 $ 77(1) MPLX makes a distinction between realized and unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, changes in the fair value of the

derivative are recorded as an unrealized gain or loss. When a derivative contract matures or is settled, the previously recorded unrealized gain or loss is reversed and the realized gain orloss of the contract is recorded.

(2) The adjusted EBITDA and DCF adjustments related to Predecessor are excluded from adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders prior tothe acquisition date.

(3) For the three months ended June 30, 2020, the L&S and G&P segments made up $839 million and $388 million of Adjusted EBITDA attributable to MPLX LP, respectively. For the threemonths ended June 30, 2019, the L&S and G&P segments made up $570 million and $350 million of Adjusted EBITDA attributable to MPLX LP, respectively. For the six months endedJune 30, 2020, the L&S and G&P segments made up $1,711 million and $810

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million of Adjusted EBITDA attributable to MPLX LP, respectively. For the six months ended June 30, 2019, the L&S and G&P segments made up $1,129 million and $721 million ofAdjusted EBITDA attributable to MPLX LP, respectively.


(In millions) 2020 2019 VarianceReconciliation of Adjusted EBITDA attributable to MPLX LP and DCFattributable to GP and LP unitholders from Net cash provided by operatingactivities: Net cash provided by operating activities $ 2,114 $ 1,954 $ 160

Changes in working capital items 12 112 (100)All other, net (26) (7) (19)Non-cash equity-based compensation 8 12 (4)Net (loss)/gain on disposal of assets (1) 2 (3)Net interest and other financial costs 424 434 (10)Current income taxes 1 — 1Asset retirement expenditures — 1 (1)Unrealized derivative (gains)/losses(1) (9) 4 (13)Acquisition costs — 5 (5)Other adjustments to equity method investment distributions 13 9 4Other 2 — 2

Adjusted EBITDA 2,538 2,526 12Adjusted EBITDA attributable to noncontrolling interests (17) (14) (3)Adjusted EBITDA attributable to Predecessor(2) — (662) 662

Adjusted EBITDA attributable to MPLX LP(3) 2,521 1,850 671Deferred revenue impacts 63 31 32Net interest and other financial costs (424) (434) 10Maintenance capital expenditures (67) (99) 32Maintenance capital expenditures reimbursements 20 16 4Equity method investment capital expenditures paid out (11) (8) (3)Other 3 10 (7)Portion of DCF adjustments attributable to Predecessor(2) — 132 (132)

DCF 2,105 1,498 607Preferred unit distributions (62) (62) —

DCF attributable to GP and LP unitholders 2,043 1,436 607Adjusted EBITDA attributable to Predecessor(2) — 662 (662)Portion of DCF adjustments attributable to Predecessor(2) — (132) 132

DCF attributable to GP and LP unitholders (including Predecessor results) $ 2,043 $ 1,966 $ 77(1) MPLX makes a distinction between realized and unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, changes in the fair value of the


(2) The adjusted EBITDA and DCF adjustments related to Predecessor are excluded from adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders prior tothe acquisition date.

(3) For the six months ended June 30, 2020, the L&S and G&P segments made up $1,711 million and $810 million of Adjusted EBITDA attributable to MPLX LP, respectively. For the sixmonths ended June 30, 2019, the L&S and G&P segments made up $1,129 million and $721 million of Adjusted EBITDA attributable to MPLX LP, respectively.

Three months ended June 30, 2020 compared to three months ended June 30, 2019

Total revenues and other income decreased $129 million in the second quarter of 2020 compared to the same period of 2019. This decrease was primarily due tolower G&P fees from lower volumes of $46 million as well as an unfavorable impact from lower prices of $87 million. There were also decreases due to lowerL&S pipeline, terminal and storage volumes, including decreased throughputs on our Explorer and Bakken pipeline equity method investments. These decreaseswere offset by favorable L&S rate impacts as well as increased volume deficiency payments, favorable impacts from increased marine

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equipment and increased volumes in our Sherwood Midstream LLC joint venture due to additional plants coming online in the second half of 2019.

Cost of Revenues decreased $38 million in the second quarter of 2020 compared to the same period of 2019, primarily due to lower operating costs due to lowerthroughput, lower project-related spend and other miscellaneous expense decreases.

Purchased product costs decreased $79 million in the second quarter of 2020 compared to the same period of 2019. This was primarily due to lower prices of $49million in the Southwest and Southern Appalachia and lower costs from lower volumes of $36 million in the Southwest. This was partially offset by an increase of$6 million in unrealized derivative losses from prior year.

Purchases - related parties decreased $33 million in the second quarter of 2020 compared to the same period of 2019. This was primarily due to lower project spendand product purchases from MPC.

Depreciation and amortization expense increased $8 million in the second quarter of 2020 compared to the same period of 2019, primarily due to property, plantand equipment placed in service in the second half of 2019 and the first six months of 2020.

Net interest expense and other financial costs decreased $6 million in the second quarter of 2020 compared to the same period of 2019 due to decreased interest onvariable rate debt as a result of lower interest rates during the quarter.

General and administrative expenses increased $6 million in the second quarter of 2020 compared to the same period of 2019 primarily due to increased employeecosts from MPC.

Six months ended June 30, 2020 compared to six months ended June 30, 2019

Total revenues and other income decreased $1,372 million in the first six months of 2020 compared to the same period of 2019. The large decrease was driven byour ownership in MarkWest Utica EMG, L.L.C. (“MarkWest Utica EMG”), our indirect ownership in Ohio Gathering Company, L.L.C. through our investment ofMarkWest Utica EMG and our ownership in Uintah Basin Field Services, L.L.C., as we recognized impairments related to these investments in the first quarter of2020 in the amount of $1,264 million. Also contributing to the decrease was lower G&P fees from lower volumes of $6 million and an unfavorable impact fromlower prices of $171 million. There were also decreases due to lower L&S pipeline, terminal and storage volumes, including decreased throughputs on ourExplorer and Bakken pipeline equity method investments. These decreases were offset by favorable L&S rate impacts as well as increased volume deficiencypayments, favorable impacts from increased marine equipment and increased volumes in our Sherwood Midstream LLC joint venture due to additional plantscoming online in the second half of 2019.

Cost of Revenues decreased $9 million in the first six months of 2020 compared to the same period of 2019, primarily due to lower project-related costs, whichinclude repairs, maintenance and operating costs in the L&S and G&P segments.

Purchased product costs decreased $138 million in the first six months of 2020 compared to the same period of 2019. This was primarily due to lower prices of $94million in the Southwest and Southern Appalachia and $31 million from lower volumes in the Southwest. There was also a decrease of $13 million due tounrealized derivative gains in the current year compared to unrealized derivative losses in the prior year.

Rental cost of sales - related parties increased $8 million in the first six months of 2020 compared to the same period of 2019. This was primarily due to projectcosts incurred, partially offset by lower operating costs due to reduced throughput.

Purchases - related parties decreased $35 million in the first six months of 2020 compared to the same period of 2019. This was primarily due to lower productpurchases from MPC, lower project spend and decreased other miscellaneous costs fromMPC.

Depreciation and amortization expense increased $32 million in the first six months of 2020 compared to the same period of 2019, primarily due to property, plantand equipment placed in service in the second half of 2019 and the first six months of 2020.

Impairment expense increased $2,165 million in the first six months of 2020 compared to the same period of 2019. During the first quarter of 2020 we recordedimpairment expense for goodwill, intangible assets and property, plant and equipment of $1,814 million, $177 million and $174 million, respectively. Theimpairment of goodwill related to our Eastern G&P reporting

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unit while the intangible asset and property, plant and equipment impairments relate to certain assets in our Southwest region. The impairments were primarilydriven by the slowing of drilling activity, which has reduced production growth forecasts from our producer customers.

Other taxes increased $6 million in the first six months of 2020 compared to the same period of 2019 primarily due to prior period refunds and credits.

SEGMENT RESULTS

We classify our business in the following reportable segments: L&S and G&P. Segment Adjusted EBITDA represents Adjusted EBITDA attributable to thereportable segments. Amounts included in net income and excluded from Segment Adjusted EBITDA include: (i) depreciation and amortization; (ii)provision/(benefit) for income taxes; (iii) amortization of deferred financing costs; (iv) extinguishment of debt; (v) non-cash equity-based compensation; (vi)impairment expense; (vii) net interest and other financial costs; (viii) income/(loss) from equity method investments; (ix) distributions and adjustments related toequity method investments; (x) unrealized derivative gains/(losses); (xi) acquisition costs; (xii) noncontrolling interests; and (xiii) other adjustments as deemednecessary. 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 theoperational performance of the segment.

The tables below present information about Segment Adjusted EBITDA for the reported segments for the three and six months ended June 30, 2020 and 2019.Prior period financial information has been retrospectively adjusted for common control transactions.

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L&S Segment

(1) Includes adjusted EBITDA attributable to Predecessor.

Three Months Ended June 30, Six Months Ended June 30,(In millions) 2020 2019 Variance 2020 2019 Variance

Service revenue $ 931 $ 922 $ 9 $ 1,935 $ 1,811 $ 124Rental income 246 296 (50) 488 631 (143)Product related revenue 21 20 1 40 35 5Income from equity method investments 40 54 (14) 90 99 (9)Other income 52 16 36 103 28 75

Total segment revenues and other income 1,290 1,308 (18) 2,656 2,604 52Cost of revenues 190 219 (29) 428 445 (17)Purchases - related parties 211 227 (16) 410 417 (7)Depreciation and amortization 138 134 4 276 260 16General and administrative expenses 52 42 10 104 93 11Other taxes 18 11 7 34 27 7

Segment income from operations 681 675 6 1,404 1,362 42Depreciation and amortization 138 134 4 276 260 16Income from equity method investments (40) (54) 14 (90) (99) 9Distributions/adjustments related to equity methodinvestments 57 60 (3) 114 114 —Acquisition costs — 4 (4) — 5 (5)Non-cash equity-based compensation 2 2 — 5 7 (2)Other 1 — 1 2 — 2Adjusted EBITDA attributable to Predecessor — (251) 251 — (520) 520

Segment adjusted EBITDA(1) 839 570 269 1,711 1,129 582

Capital expenditures 108 230 (122) 292 428 (136)Investments in unconsolidated affiliates $ 74 $ 61 $ 13 $ 128 $ 68 $ 60(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.


Service revenue increased $9 million in the second quarter of 2020 compared to the same period of 2019. This was primarily due to a $28 million increase due tothe reclassification of lease income between service revenue, rental income and other income based on modifications to lease contracts and a $12 million increasefrom additional marine equipment. There was also in increase in volume deficiency payments, favorable price impacts and other miscellaneous items. Theseincreases were partially offset by reduced pipeline and storage volumes.

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Rental income decreased $50 million in the second quarter of 2020 compared to the same period of 2019, primarily due to a decrease of $66 million due to thereclassification of lease income between service revenue, rental income and other income based on modifications to lease contracts. The decrease was partiallyoffset by an increase of $7 million from increased terminal storage revenue as well as other miscellaneous increases.

Income from equity method investments decreased $14 million in the second quarter of 2020 compared to the same period of 2019, primarily due to decreasedthroughput on the Explorer and Bakken pipelines due to declining demand during the second quarter of 2020.

Other income increased $36 million in the second quarter of 2020 compared to the same period of 2019, primarily due to an increase of $38 million due to thereclassification of lease income between service revenue, rental income and other income based on modifications to lease contracts.

Cost of revenues decreased $29 million in the second quarter of 2020 compared to the same period of 2019, primarily due to lower operating costs due to lowerthroughput, lower project-related spend and other miscellaneous expense decreases.

Purchases - related parties decreased $16 million in the second quarter of 2020 compared to the same period of 2019, primarily due to lower project spend andother miscellaneous expenses.

General and administrative expenses increased $10 million in the second quarter of 2020 compared to the same period of 2019, primarily due to increasedemployee costs from MPC.


Service revenue increased $124 million in the first six months of 2020 compared to the same period of 2019. This was primarily due to an $83 million increase dueto the reclassification of lease income between service revenue, rental income and other income based on modifications to lease contracts and a $25 millionincrease from additional marine equipment. There were also increases related to volume deficiency payments and favorable price impacts partially offset byunfavorable volume impacts.

Rental income decreased $143 million in the first six months of 2020 compared to the same period of 2019, primarily due to a decrease of $159 million due to thereclassification of lease income between service revenue, rental income and other income based on modifications to lease contracts. The decrease was partiallyoffset by an increase of $13 million from increased terminal storage revenue. Income from equity method investments decreased $9 million in the first six months of 2020 compared to the same period of 2019, primarily due to decreasedthroughput on the Explorer and Bakken pipelines due to declining demand during the second quarter of 2020.

Other income increased $75 million in the first six months of 2020 compared to the same period of 2019, primarily due to an increase of $76 million due to thereclassification of lease income between service revenue, rental income and other income based on modifications to lease contracts.

Cost of revenues decreased $17 million in the first six months of 2020 compared to the same period of 2019, primarily due to lower operating costs due to lowerthroughput, lower project-related spend and other miscellaneous expense decreases.

Purchases - related parties decreased $7 million in the first six months of 2020 compared to the same period of 2019, primarily due to lower project spend andother miscellaneous expenses.

Depreciation and amortization increased $16 million in the first six months of 2020 compared to the same period of 2019, primarily due to property, plant andequipment placed in service in the second half of 2019 and the first six months of 2020.

General and administrative expenses increased $11 million in the first six months of 2020 compared to the same period of 2019, primarily due to increasedemployee costs from MPC.

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G&P Segment

(1) Includes adjusted EBITDA attributable to Predecessor.


(In millions) 2020 2019 Variance 2020 2019 Variance

Service revenue $ 489 $ 544 $ (55) $ 1,025 $ 1,072 $ (47)Rental income 89 83 6 177 172 5Product related revenue 151 231 (80) 373 507 (134)Income/(loss) from equity method investments 49 29 20 (1,185) 61 (1,246)Other income 13 15 (2) 27 29 (2)

Total segment revenues and other income/(loss) 791 902 (111) 417 1,841 (1,424)Cost of revenues 199 199 — 410 392 18Purchased product costs 87 166 (79) 222 360 (138)Purchases - related parties 69 86 (17) 146 174 (28)Depreciation and amortization 183 179 4 370 354 16Impairment expense — — — 2,165 — 2,165General and administrative expenses 44 48 (4) 89 98 (9)Other taxes 12 14 (2) 27 28 (1)

Segment income/(loss) from operations 197 210 (13) (3,012) 435 (3,447)Depreciation and amortization 183 179 4 370 354 16Impairment expense — — — 2,165 — 2,165(Income)/loss from equity method investments (49) (29) (20) 1,185 (61) 1,246Distributions/adjustments related to equity methodinvestments 58 72 (14) 125 140 (15)Unrealized derivative losses/(gains)(1) 6 — 6 (9) 4 (13)Non-cash equity-based compensation 1 3 (2) 3 5 (2)Adjusted EBITDA attributable to Predecessor — (78) 78 — (142) 142Adjusted EBITDA attributable to noncontrollinginterests (8) (7) (1) (17) (14) (3)

Segment Adjusted EBITDA(2) 388 350 38 810 721 89

Capital expenditures 110 326 (216) 244 632 (388)Investments in unconsolidated affiliates $ 57 $ 127 $ (70) $ 94 $ 255 $ (161)(1) MPLX makes a distinction between realized and unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, changes in the fair value of the


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(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 directlycomparable GAAP measure.


Service revenue decreased $55 million in the second quarter of 2020 compared to the same period of 2019. This was primarily due to lower fees from lowervolumes in the Southwest, Bakken and Rockies of $38 million, a decrease due to lower prices in the Bakken of $2 million as well as other miscellaneous decreases.

Rental income increased $6 million in the second quarter of 2020 compared to the same period of 2019. This was primarily due to higher rental income fromhigher volumes in the Marcellus.

Product related revenue decreased $80 million in the second quarter of 2020 compared to the same period of 2019. This was primarily due to lower prices in all ofthe G&P regions of approximately $85 million and lower volumes in the Southwest of $34 million. This was partially offset by $20 million of volume increases inthe Marcellus, Rockies and at our Javelina plant in the Southwest (this plant experienced downtime for maintenance in 2019), as well as other miscellaneousincreases.

Income from equity method investments increased $20 million in the second quarter of 2020 compared to the same period of 2019. This increase was due to lowerbasis differential amortization related to MarkWest Utica EMG as a result of impairments recorded in the first quarter of 2020 and an increase from the SherwoodMidstream LLC joint venture due to additional plants coming online during the second half of 2019.

Purchased product costs decreased $79 million in the second quarter of 2020 compared to the same period of 2019. This was primarily due to lower prices of $49million in the Southwest and Southern Appalachia and lower costs from lower volumes of $36 million in the Southwest. This was partially offset by an increase of$6 million in unrealized derivative losses from prior year.

Purchases - related parties decreased $17 million in the second quarter of 2020 compared to the same period of 2019, with this decrease primarily being attributableto aligning various expenses as a result of the ANDX acquisition and lower product purchases from MPC.


Service revenue decreased $47 million in the first six months of 2020 compared to the same period of 2019. This was primarily due to lower fees from lowervolumes in the Rockies of $19 million and lower prices in the Bakken of $3 million as well as other miscellaneous decreases.

Rental income increased $5 million in the first six months of 2020 compared to the same period of 2019. This was primarily due to fees from higher volumes in theMarcellus.

Product related revenue decreased $134 million in the first six months of 2020 compared to the same period of 2019. This was primarily due to lower prices in allof the G&P regions of approximately $168 million and lower volumes of $21 million in the Southwest. This was partially offset by $21 million of volumeincreases in the Rockies and the Javelina plant in the Southwest (this plant experienced downtime for maintenance in 2019), as well as other miscellaneousincreases.

Income from equity method investments decreased $1,246 million in the first six months of 2020 compared to the same period of 2019. The large decrease wasdriven by our ownership in MarkWest Utica EMG, our indirect ownership in Ohio Gathering Company, L.L.C. through our investment of MarkWest Utica EMGand our ownership in Uintah Basin Field Services, L.L.C., as we recognized impairments related to these investments in the first quarter of 2020 in the amount of$1,264 million. This was partially offset by an increase in the Sherwood Midstream LLC joint venture due to additional plants coming online during the secondhalf of 2019.

Cost of revenues increased $18 million in the first six months of 2020 compared to the same period of 2019. The majority of the increase is attributable to aligningvarious expenses as a result of the ANDX acquisition as well as higher repairs, maintenance and operating costs in the Marcellus offset by lower repairs,maintenance and operating costs in the Southwest, Southern Appalachia and Rockies.

Purchased product costs decreased $138 million in the first six months of 2020 compared to the same period of 2019. This was primarily due to lower prices of $94million in the Southwest and Southern Appalachia and $31 million from lower volumes in

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the Southwest. There was also a decrease of $13 million due to unrealized derivative gains in the current year compared to unrealized derivative losses in the prioryear.

Purchases - related parties decreased $28 million in the first six months of 2020 compared to the same period of 2019. This decrease is primarily attributable toaligning various expenses as a result of the ANDX acquisition and lower product purchases from MPC.

Depreciation and amortization increased $16 million in the first six months of 2020 compared to the same period of 2019 primarily due to property, plant andequipment placed in service throughout the second half of 2019 and the first six months of 2020.

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

General and administrative expenses decreased $9 million in the first six months of 2020 compared to the same period of 2019 due to lower employee relatedcosts.

SEASONALITY

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

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

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OPERATING DATA(1)

Three Months Ended


June 30,

2020 2019 2020 2019

L&S Pipeline throughput (mbpd)

Crude oil pipelines 2,733 3,242 2,971 3,174Product pipelines 1,586 1,867 1,746 1,882

Total pipelines 4,319 5,109 4,717 5,056

Average tariff rates ($ per barrel)(2) Crude oil pipelines $ 0.99 $ 0.88 $ 0.96 $ 0.92Product pipelines 0.84 0.75 0.81 0.72

Total pipelines $ 0.94 $ 0.83 $ 0.90 $ 0.84

Terminal throughput (mbpd) 2,420 3,287 2,693 3,253

Marine Assets (number in operation)(3) Barges 305 261 305 261Towboats 23 23 23 23

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Three Months Ended

June 30, 2020 Three Months Ended

June 30, 2019

MPLX LP(4) MPLX LP Operated(5) MPLX LP(4) MPLX LP Operated(5)

G&P Gathering Throughput (MMcf/d)

Marcellus Operations 1,385 1,385 1,266 1,266Utica Operations — 1,903 — 2,066Southwest Operations 1,365 1,393 1,617 1,617Bakken Operations 126 126 147 147Rockies Operations 495 683 649 852

Total gathering throughput 3,371 5,490 3,679 5,948

Natural Gas Processed (MMcf/d) Marcellus Operations 4,112 5,516 4,216 5,202Utica Operations — 585 — 823Southwest Operations 1,412 1,510 1,558 1,558Southern Appalachian Operations 223 223 243 243Bakken Operations 126 126 147 147Rockies Operations 516 516 585 585

Total natural gas processed 6,389 8,476 6,749 8,558

C2 + NGLs Fractionated (mbpd) Marcellus Operations(6) 464 464 440 440Utica Operations(6) — 31 — 40Southwest Operations 13 13 3 3Southern Appalachian Operations(7) 12 12 12 12Bakken Operations 19 19 21 21Rockies Operations 4 4 3 3

Total C2 + NGLs fractionated(8) 512 543 479 519

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MPLX LP(4) MPLX LP Operated(5) MPLX LP(4) MPLX LP Operated(5)

G&P Gathering Throughput (MMcf/d)

Marcellus Operations 1,402 1,402 1,274 1,274Utica Operations — 1,852 — 2,087Southwest Operations 1,461 1,497 1,600 1,600Bakken Operations 141 141 150 150Rockies Operations 544 729 644 839

Total gathering throughput 3,548 5,621 3,668 5,950

Natural Gas Processed (MMcf/d) Marcellus Operations 4,155 5,519 4,185 5,175Utica Operations — 616 — 820Southwest Operations 1,530 1,595 1,578 1,578Southern Appalachian Operations 233 233 239 239Bakken Operations 141 141 150 150Rockies Operations 528 528 578 578

Total natural gas processed 6,587 8,632 6,730 8,540

C2 + NGLs Fractionated (mbpd) Marcellus Operations(6) 460 460 430 430Utica Operations(6) — 33 — 43Southwest Operations 14 14 10 10Southern Appalachian Operations(7) 12 12 12 12Bakken Operations 25 25 18 18Rockies Operations 4 4 4 4

Total C2 + NGLs fractionated(8) 515 548 474 517

Three Months Ended


June 30,

2020 2019 2020 2019

Pricing Information Natural Gas NYMEX HH ($ per MMBtu) $ 1.76 $ 2.51 $ 1.81 $ 2.69C2 + NGL Pricing ($ per gallon)(9) $ 0.34 $ 0.52 $ 0.37 $ 0.57

(1) Operating data is inclusive of operating data for ANDX.(2) Average tariff rates calculated using pipeline transportation revenues divided by pipeline throughput barrels.(3) Represents total at end of period.(4) This column represents operating data for entities that have been consolidated into the MPLX financial statements.(5) This column represents operating data for entities that have been consolidated into the MPLX financial statements as well as operating data for MPLX-operated equity method investments.(6) Hopedale is jointly owned by Ohio Fractionation and MarkWest Utica EMG. Ohio Fractionation is a subsidiary of MarkWest Liberty Midstream. MarkWest Liberty Midstream and

MarkWest Utica EMG are entities that operate in the Marcellus and Utica regions, respectively. Marcellus Operations includes Ohio Fractionation’s portion utilized of the jointly ownedHopedale Fractionation Complex. Utica Operations includes MarkWest Utica EMG’s portion utilized of the jointly owned Hopedale Fractionation Complex. Additionally, SherwoodMidstream has the right to fractionation revenue and the obligation to pay expenses related to 40 mbpd of capacity in the Hopedale 3 and Hopedale 4 fractionators.

(7) Includes NGLs fractionated for the Marcellus Operations and Utica Operations.(8) Purity ethane makes up approximately 193 mbpd and 195 mbpd of total MPLX Operated, fractionated products for the three months ended June 30, 2020 and 2019, respectively, and

approximately 191 mbpd and 192 mbpd of total fractionated products for the six months ended June 30, 2020 and 2019, respectively. Purity ethane makes up approximately 186 mbpd and189 mbpd of total MPLX LP consolidated, fractionated products for the three months ended June 30, 2020 and 2019, respectively, and approximately 184 mbpd and 183 mbpd of totalfractionated products for the six months ended June 30, 2020 and 2019, respectively.

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

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

Our cash and cash equivalents were $67 million at June 30, 2020 and $15 million at December 31, 2019. The change in cash, cash equivalents and restricted cashwas due to the factors discussed below. Net cash provided by (used in) operating activities, investing activities and financing activities were as follows:


(In millions) 2020 2019Net cash provided by (used in):

Operating activities $ 2,114 $ 1,954Investing activities (777) (1,439)Financing activities (1,285) (568)

Total $ 52 $ (53)

Net cash provided by operating activities increased $160 million in the first six months of 2020 compared to the first six months of 2019, primarily due toincreased net income of $22 million, excluding impairments, as well as other changes related to depreciation and amortization and changes in working capitalitems.

Net cash used in investing activities decreased $662 million in the first six months of 2020 compared to the first six months of 2019, primarily due to decreasedspending related to the capital budget, a return of capital from our investments in Wink to Webster and Whistler and decreased contributions to equity methodinvestments.

Financing activities were a $1,285 million use of cash in the first six months of 2020 compared to a $568 million use of cash in the first six months of 2019. Theuse of cash for the first six months of 2020 was primarily due to distributions of $1,445 million to common unitholders, distributions of $41 million to Series Apreferred unitholders, distributions of $21 million to Series B preferred unitholders, distributions of $17 million to noncontrolling interests, repayment of $1,675million on the MPLX Credit Agreement, payments of $7 million related to financing leases, and repayment of $3,302 million on the MPC Loan Agreement. Theseuses of cash were offset by borrowings of $2,500 million on the revolving credit facility, $2,708 million on the MPC Loan Agreement, and $20 million ofcontributions from MPC.

Debt and Liquidity Overview

Our outstanding borrowings at June 30, 2020 consist of the following:

(In millions) June 30, 2020MPLX LP:

Bank revolving credit facility $ 825Term loan facility 1,000Floating rate senior notes 2,000Fixed rate senior notes 16,887

Consolidated subsidiaries: MarkWest 23ANDX 190

Financing lease obligations 13Total 20,938

Unamortized debt issuance costs (100)Unamortized discount/premium (279)Amounts due within one year (3)

Total long-term debt due after one year $ 20,556

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Our intention is to maintain an investment grade credit profile. As of June 30, 2020, the credit ratings on our senior unsecured debt were at or above investmentgrade level as follows:

Rating Agency RatingMoody’s Baa2 (negative outlook)Standard & Poor’s BBB (negative outlook)Fitch BBB (negative outlook)

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

The MPLX Credit Agreement and Term Loan Agreement contain certain representations and warranties, affirmative and restrictive covenants and events of defaultthat 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 asof 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 5.0to 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 completedand capital projects undertaken during the relevant period. Other covenants restrict us and/or certain of our subsidiaries from incurring debt, creating liens on assetsand entering into transactions with affiliates. As of June 30, 2020, we were in compliance with the covenants, including the financial covenant with a ratio ofConsolidated Total Debt to Consolidated EBITDA of 3.9 to 1.0.

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

Our liquidity totaled $4.2 billion at June 30, 2020 consisting of:

June 30, 2020

(In millions) Total Capacity Outstanding Borrowings AvailableCapacity

Bank revolving credit facility due 2024(1) $ 3,500 $ (825) $ 2,675MPC Loan Agreement 1,500 — 1,500

Total liquidity $ 5,000 $ (825) 4,175

Cash and cash equivalents 67

Total liquidity $ 4,242(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 CreditAgreement and access to capital markets. We believe that cash generated from these sources will be sufficient to meet our short-term and long-term fundingrequirements, including working capital requirements, capital expenditure requirements, contractual obligations, and quarterly cash distributions. MPC managesour 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.

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Equity and Preferred Units Overview

Common units

The table below summarizes the changes in the number of units outstanding through June 30, 2020:

(In units) Balance at December 31, 2019 1,058,355,471Unit-based compensation awards 253,291

Balance at June 30, 2020 1,058,608,762

ATM

MPLX expects the net proceeds, if any, from sales under our ATM Program will be used for general business purposes including repayment or refinancing of debtand funding for acquisitions, working capital requirements and capital expenditures. During the six months ended June 30, 2020, we issued no common units underour ATM program. As of June 30, 2020, $1.7 billion of common units remain available for issuance through the ATM Program.

Distributions

We intend to pay a minimum quarterly distribution to the holders of our common units of $0.2625 per unit, or $1.05 per unit on an annualized basis, to the extentwe have sufficient cash from our operations after the establishment of cash reserves and the payment of costs and expenses, including reimbursements of expensesto our general partner. The amount of distributions paid under our policy and the decision to make any distributions is determined by our general partner, takinginto consideration the terms of our partnership agreement. Such minimum distribution would equate to $278 million per quarter, or $1,112 million per year, basedon the number of common units outstanding at June 30, 2020. On July 28, 2020, we announced the board of directors of our general partner had declared adistribution of $0.6875 per unit that will be paid on August 14, 2020 to unitholders of record on August 7, 2020. This is consistent with the first quarter 2020distribution of $0.6875 per unit and an increase of 3.0 percent over the second quarter 2019 distribution. This rate will also be received by Series A preferredunitholders. Although our partnership agreement requires that we distribute all of our available cash each quarter, we do not otherwise have a legal obligation todistribute any particular amount per common unit.

Series B preferred unitholders are entitled to receive a fixed distribution of $68.75 per unit, per annum, payable semi-annually in arrears on February 15 andAugust 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 entitledto receive cumulative, quarterly distributions payable in arrears on the 15th day of February, May, August and November of each year, or the first business daythereafter, 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 ofDirectors. Accordingly, a cash distribution payment totaling $21 million will be paid to Series B unitholders on August 17, 2020.

TexNew Mex units are entitled to receive quarterly distribution payments in an amount calculated using the distributable cash flow generated by a particularportion of the TexNew Mex pipeline system, in excess of a base amount and adjusted for previously agreed upon stipulations and contingencies. During the threemonths ended June 30, 2020 a distribution of $2 million was earned as a result of increased volumes on the TexNew Mex pipeline due to the idling of MPC’sGallup, New Mexico refinery.

The allocation of total quarterly cash distributions is as follows for the three and six months ended June 30, 2020 and 2019. MPLX’s distributions are declaredsubsequent to quarter end; therefore, the following table represents total cash distributions applicable to the period in which the distributions were earned.

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(In millions, except per unit data) 2020 2019 2020 2019

Distribution declared: Limited partner units - public $ 270 $ 261 $ 540 $ 452Limited partner units - MPC 445 431 903 763

Total LP distribution declared 715 692 1,443 1,215Series A preferred units 21 21 41 41Series B preferred units 10 21 21 21

Total distribution declared 746 734 1,505 1,277

Cash distributions declared per limited partner commonunit $ 0.6875 $ 0.6675 $ 1.3750 $ 1.3250

Capital Expenditures

Our operations are capital intensive, requiring investments to expand, upgrade, enhance or maintain existing operations and to meet environmental and operationalregulations. Our capital requirements consist of maintenance capital expenditures and growth capital expenditures. Examples of maintenance capital expendituresare 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 othercapital expenditures that are incurred in maintaining existing system volumes and related cash flows. In contrast, growth capital expenditures are those incurred forcapital improvements that we expect will increase our operating capacity to increase volumes gathered, processed, transported or fractionated, decrease operatingexpenses within our facilities or increase operating income over the long term. Examples of growth capital expenditures include the acquisition of equipment or theconstruction costs associated with new well connections, and the development of additional pipeline, processing or storage capacity. In general, growth capitalincludes costs that are expected to generate additional or new cash flow for MPLX.

Our capital expenditures are shown in the table below:


(In millions) 2020 2019Capital expenditures: Maintenance $ 67 $ 99Maintenance reimbursements (20) (16)Growth 469 961Growth reimbursements — (12)

Total capital expenditures 516 1,032Less: (Decrease)/increase in capital accruals (172) (77)

Asset retirement expenditures — 1Additions to property, plant and equipment, net of reimbursements(1) 688 1,108Investments in unconsolidated affiliates 222 323Acquisitions — (6)

Total capital expenditures and acquisitions 910 1,425Less: Maintenance capital expenditures (including reimbursements) 47 83

Acquisitions — (6)Total growth capital expenditures(2) $ 863 $ 1,348(1)This amount is represented in the Consolidated Statements of Cash Flows as Additions to property, plant and equipment after excluding growth and maintenance reimbursements.

Reimbursements are shown as Contributions from MPC within the Financing activities section of the Consolidated Statements of Cash Flows.(2)Amount excludes contributions from noncontrolling interests of zero and $94 million for the six months ended June 30, 2020 and 2019, respectively, as reflected in the financing section of

our statement of cash flows. Also excludes a $69 million return of capital from our Wink to Webster Pipeline joint venture in the first quarter of 2020 and a $41 million return of capitalfrom our Whistler Pipeline joint venture in the second quarter of 2020. These are reflected in the investing section of our statement of cash flows for the six months ended June 30, 2020.

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Contractual Cash Obligations

As of June 30, 2020, our contractual cash obligations included long-term debt, finance and operating lease obligations, purchase obligations for services and toacquire property, plant and equipment, and other liabilities. During the six months ended June 30, 2020, our third-party, long-term debt obligations increased by$825 million and was primarily used to repay our MPC Loan Agreement. There were no other material changes to these obligations outside the ordinary course ofbusiness since December 31, 2019.

Off-Balance Sheet Arrangements

Off-balance sheet arrangements comprise those arrangements that may potentially impact our liquidity, capital resources and results of operations, even thoughsuch arrangements are not recorded as liabilities under U.S. GAAP. Our off-balance sheet arrangements are limited to indemnities and guarantees that aredescribed in Note 21. Although these arrangements serve a variety of our business purposes, we are not dependent on them to maintain our liquidity and capitalresources, 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 onour liquidity and capital resources.

TRANSACTIONS WITH RELATED PARTIES

At June 30, 2020, MPC owned our non-economic general partnership interest and held approximately 63 percent of our outstanding common units.

Excluding revenues attributable to volumes shipped by MPC under joint tariffs with third parties that are treated as third-party revenues for accounting purposes,MPC accounted for 56 percent and 53 percent of our total revenues and other income for the second quarter of 2020 and 2019, respectively. We provide crude oiland product pipeline transportation services based on regulated tariff rates and storage services and inland marine transportation based on contracted rates.

Of our total costs and expenses, MPC accounted for 32 percent and 30 percent for the second quarter of 2020 and 2019, respectively. MPC performed certainservices for us related to information technology, engineering, legal, accounting, treasury, human resources and other administrative services.

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

ENVIRONMENTAL MATTERS AND COMPLIANCE COSTS

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

As of June 30, 2020, there have been no significant changes to our environmental matters and compliance costs since our Annual Report on Form 10-K for the yearended December 31, 2019.

CRITICAL ACCOUNTING ESTIMATES

As of June 30, 2020, there have been no significant changes to our critical accounting estimates since our Annual Report on Form 10-K for the year endedDecember 31, 2019, except as noted below.

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

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

• Future Operating Performance. Our estimates of future operating performance are based on our analysis of various supply and demand factors, whichinclude, among other things, industry-wide capacity, our planned utilization rate,

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end-user demand, capital expenditures and economic conditions as well as commodity prices. Such estimates are consistent with those used in ourplanning and capital investment reviews.

• Future volumes. Our estimates of future throughput of crude oil, natural gas, NGL and refined product volumes are based on internal forecasts anddepend, in part, on assumptions about our customers’ drilling activity which is inherently subjective and contingent upon a number of variable factors(including future or expected pricing considerations), many of which are difficult to forecast. Management considers these volume forecasts and otherfactors when developing our forecasted cash flows.

• Discount rate commensurate with the risks involved. We apply a discount rate to our cash flows based on a variety of factors, including market andeconomic conditions, operational risk, regulatory risk and political risk. This discount rate is also compared to recent observable market transactions, ifpossible. A higher discount rate decreases the net present value of cash flows.

• Future capital requirements. These are based on authorized spending and internal forecasts.

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

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

Long-lived assets used in operations are assessed for impairment whenever changes in facts and circumstances indicate that the carrying value of the assets maynot be recoverable based on the expected undiscounted future cash flow of an asset group. For purposes of impairment evaluation, long-lived assets must begrouped 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 thesame 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.

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

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

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The “Current Economic Environment” section describes the effects that the outbreak of COVID-19 and its development into a pandemic and the decline incommodity prices have had on our business. Due to these developments in the first quarter of 2020, we performed impairment assessments as discussed furtherbelow.

Prior to performing our goodwill impairment assessment as of March 31, 2020, MPLX had goodwill totaling approximately $9,536 million. As part of thatassessment, MPLX recorded approximately $1,814 million of impairment expense in the first quarter of 2020 related to our Eastern G&P reporting unit within theG&P operating segment, which brought the amount of goodwill recorded within this reporting unit to zero. The impairment was primarily driven by updatedguidance related to the slowing of drilling activity which has reduced production growth forecasts from our producer customers. For the remaining reporting unitswith goodwill, we determined that no significant adjustments to the carrying value of goodwill were necessary. The interim impairment assessment resulted in thefair value of the reporting units exceeding their carrying value by percentages ranging from approximately 8.5 percent to 270.0 percent. The reporting unit whosefair value exceeded its carrying amount by 8.5 percent, our Crude Gathering reporting unit, had goodwill totaling $1.1 billion at March 31, 2020. The operationswhich make up this reporting unit were acquired through the merger with ANDX. MPC accounted for its October 1, 2018 acquisition of Andeavor (includingacquiring control of ANDX), using the acquisition method of accounting, which required Andeavor assets and liabilities to be recorded by MPC at the acquisitiondate fair value. The Merger was closed on July 30, 2019 and has been treated as a common control transaction, which required the recognition of assets acquiredand liabilities assumed using MPC’s historical carrying value. As such, given the short amount of time from when fair value was established to the date of theimpairment test, the amount by which the fair value exceeded the carrying value within this reporting unit is not unexpected. An increase of one percentage point tothe discount rate used to estimate the fair value of this reporting unit would not have resulted in goodwill impairment as of March 31, 2020. No other reportingunits had had fair values exceeding carrying values of less than 20 percent. There were no events or changes in circumstances noted in the second quarter of 2020which would indicate it is more likely than not that the fair value of our reporting units with goodwill is less than their carrying amount.

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

Equity method investments are assessed for impairment whenever factors indicate an other than temporary loss in value. Factors providing evidence of such a lossinclude the fair value of an investment that is less than its carrying value, absence of an ability to recover the carrying value or the investee’s inability to generateincome sufficient to justify our carrying value. During the first quarter of 2020, we assessed certain of our equity method investments for impairment as a result ofa number of first quarter events and circumstances as discussed in Note 1 of the Notes to Consolidated Financial Statements. As a result, we recorded an other thantemporary impairment for three joint ventures in which we have an interest. Impairment of these investments was $1,264 million, of which $1,251 million wasrelated to MarkWest Utica EMG, L.L.C. and its investment in Ohio Gathering Company, L.L.C. The fair value of the investments was determined based uponapplying the discounted cash flow method, which is an income approach. The discounted cash flow fair value estimate is based on known or knowable informationat the interim measurement date. The significant assumptions that were used to develop the estimate of the fair value under the discounted cash flow methodinclude management’s best estimates of the expected future cash flows, including prices and volumes, the weighted average cost of capital and the long-termgrowth rate. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As such, the fair value ofthese equity method investments represents a Level 3 measurement. As a result, there can be no assurance that the estimates and assumptions made for purposes ofthe impairment test will prove to be an accurate prediction of the future. The impairment was recorded through “Income from equity method investments.” Theimpairments were largely due to a reduction in forecasted volumes gathered and processed by the systems operated by the joint ventures. At June 30, 2020 we had$4,065 million of equity method investments recorded on the Consolidated Balance Sheets.

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

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ACCOUNTING STANDARDS NOT YET ADOPTED

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

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 derivativeinstruments, to economically hedge the risks related to these price fluctuations. We are also exposed to market risks related to changes in interest rates. As ofJune 30, 2020, we did not have any open financial derivative instruments to economically hedge the risks related to interest rate fluctuations or commodityderivative instruments to economically hedge the risks related to the volatility of commodity prices; however, we continually monitor the market and our exposureand may enter into these arrangements in the future. While there is a risk related to changes in fair value of derivative instruments we may enter into; such risk ismitigated by price or rate changes related to the underlying commodity or financial transaction.

Commodity Price Risk

The information about commodity price risk for the three and six months ended June 30, 2020 does not differ materially from that discussed in Item 7A.Quantitative and Qualitative Disclosures about Market Risk of our Annual Report on Form 10-K for the year ended December 31, 2019.

Outstanding Derivative Contracts

We have a natural gas purchase commitment embedded in a keep-whole processing agreement with a producer customer in the Southern Appalachian regionexpiring in December 2022. The customer has the unilateral option to extend the agreement for two consecutive five-year terms through December 2032. Foraccounting purposes, the natural gas purchase commitment and the term extending options have been aggregated into a single compound embedded derivative. Theprobability of the customer exercising its options is determined based on assumptions about the customer’s potential business strategy decision points that mayexist 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 differencebetween the contractual and index pricing and the probability of the producer customer exercising its option to extend. The changes in fair value are recorded inearnings through “Purchased product costs” on the Consolidated Statements of Income. As of June 30, 2020 and December 31, 2019, the estimated fair value ofthis contract was a liability of $51 million and $60 million, respectively.

Open Derivative Positions and Sensitivity Analysis

As of June 30, 2020, we have no open commodity derivative contracts. We evaluate our portfolio of commodity derivative instruments on an ongoing basis andadd or revise strategies in anticipation of changes in market conditions and in risk profiles.

Interest Rate Risk

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

(In millions)Fair value as of June 30,

2020(1) Change in Fair Value(2)

Change in Income BeforeIncome Taxes for the Six

Months Ended June 30, 2020(3)

Long-term debt Fixed-rate $ 18,121 $ 1,683 N/AVariable-rate $ 3,798 $ 33 $ 17

(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 June 30, 2020.

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(3) Assumes a 100-basis-point change in interest rates. The change to net income was based on the weighted average balance of all outstanding variable-rate debt for the sixmonths ended June 30, 2020.

At June 30, 2020, our portfolio of long-term debt consisted of fixed-rate instruments and variable-rate instruments including our term loan, floating rate seniornotes and our revolving credit facility. The fair value of our fixed-rate debt is relatively sensitive to interest rate fluctuations. Our sensitivity to interest rate declinesand 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 orotherwise retire fixed-rate debt at prices above carrying value. Interest rate fluctuations generally do not impact the fair value of borrowings under our bankrevolving credit or term loan facilities, but may affect our results of operations and cash flows. As of June 30, 2020, we did not have any financial derivativeinstruments to hedge the risks related to interest rate fluctuations; however, we continually monitor the market and our exposure and may enter into theseagreements in the future.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under theSecurities Exchange Act of 1934, as amended) was carried out under the supervision and with the participation of management, including the chief executiveofficer and chief financial officer of our general partner. Based upon that evaluation, the chief executive officer and chief financial officer of our general partnerconcluded that the design and operation of these disclosure controls and procedures were effective as of June 30, 2020, the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

During the quarter ended June 30, 2020, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likelyto materially affect, our internal control over financial reporting.

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 lawsand regulations relating to the environment. Except as described below, there have been no material changes to the legal proceedings previously disclosed in ourAnnual Report on Form 10-K, as updated in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

Litigation

Dakota Access Pipeline

In connection with our 9.19 percent indirect interest in a joint venture (“Dakota Access”) that owns and operates the Dakota Access Pipeline and Energy TransferCrude Oil Pipeline projects, collectively referred to as the Bakken Pipeline system or DAPL, we have entered into a Contingent Equity Contribution Agreementwhereby MPLX LP, along with the other joint venture owners in the Bakken Pipeline system, have agreed to make equity contributions to the joint venture uponcertain events occurring to allow the entities that own and operate the Bakken Pipeline system to satisfy their senior note payment obligations. The senior noteswere issued to repay amounts owed by the pipeline companies to fund the cost of construction of the Bakken Pipeline system.

As previously disclosed in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, in March 2020, the U.S. District Court for the District ofColumbia (the “D.D.C.”) ordered the U.S. Army Corps of Engineers (“Army Corps”), which granted permits for the Bakken Pipeline system, to conduct a fullenvironmental impact statement (“EIS”), and further requested briefing on whether an easement permit necessary for the operation of the Bakken Pipeline systemshould be vacated while the EIS is being prepared.

On July 6, 2020, the D.D.C. ordered vacatur of the easement permit during the pendency of an EIS and further ordered shut down of the pipeline by August 5,2020. The D.D.C. denied a motion to stay that order. Dakota Access and the Army Corps are appealing the D.D.C.’s order to the U.S. Court of Appeals for theDistrict of Columbia Circuit. On July 14, 2020, the Circuit

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Court issued an administrative stay while the court considers Dakota Access and the Army Corps’ emergency motion for stay pending appeal.

If the pipeline is temporarily shutdown pending completion of the EIS, MPLX would have to contribute its 9.19 percent pro rata share of funds required to payinterest 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 prorata 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 ina permanent shutdown of the pipeline, MPLX would have to contribute its 9.19 percent pro rata share of the cost to redeem the bonds (including the 1%redemption premium required pursuant to the indenture governing the notes) and any accrued and unpaid interest.

Tesoro High Plains Pipeline

In early July, MPLX received a Notification of Trespass Determination from the Bureau of Indian Affairs (“BIA”) relating to a portion of the pipeline that crossesthe Fort Berthold Reservation in North Dakota. The notification covers the rights of way for 23 tracts of land and demands the immediate cessation of pipelineoperations. The notification also assesses trespass damages of approximately $187 million. MPLX expects to receive a notification for an additional 11 tracts in thenear future. We appealed this determination, which triggered an automatic stay of the requested pipeline shutdown and payment. We believe the trespass damagecalculation is dependent on a novel interpretation of the applicable law, and we continue to actively negotiate settlement of this matter with holders of the propertyrights at issue. Management does not believe the ultimate resolution of this matter will have a material adverse effect on our consolidated financial position, resultsof operations, or cash flows.

Environmental Proceedings

Gathering and Processing

On May 7, 2020, we received a show cause letter from the U.S. EPA relating to alleged violations relating to MPLX’s compliance under its Sarsen facility LDARconsent decree. We have reached a settlement in principle to resolve this matter with a cash penalty of $150,000. We expect the settlement will be finalized and thepenalty will be paid in the third quarter of 2020.

On May 13, 2020, we received an offer from the Texas Commission on Environmental Quality to settle alleged violations relating to the installation of high bleedpneumatic controllers at its Hancock Compressor Station and Carthage East Gas Plant. We have reached an agreement to settle this matter for a cash penalty of$165,600.

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, 2019, asupdated in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

Item 5. Other Information

On July 31, 2020, MPLX entered into a Redemption Agreement (the “Redemption Agreement”) with Western Refining Southwest, Inc., an Arizona corporation(“WRSW”) and wholly owned subsidiary of MPC, pursuant to which MPLX agreed to transfer, following a series of intercompany transactions, all of theoutstanding membership interests in Western Refining Wholesale, LLC, a Delaware limited liability company (“WRW”) to WRSW in exchange for the redemptionof MPLX common units held by WRSW. The transaction effects the transfer to MPC of the Western wholesale distribution business that MPLX acquired as aresult of its acquisition of ANDX. The Redemption Agreement was approved by the conflicts committee and the board of directors of MPLX’s general partner.The conflicts committee, which is composed of independent members of the board of directors of MPLX’s general partner, retained independent legal and financialadvisors to assist it in evaluating and negotiating the transaction.

Consistent with the terms of the Redemption Agreement, effective as of 11:59 p.m. on July 31, 2020 (the “Closing”), all of the outstanding membership interests inWRW were transferred to WRSW, and WRW became an indirect, wholly owned subsidiary of MPC. At the Closing, per the terms of Redemption Agreement,MPLX redeemed 18,582,088 Common Units (the “Redeemed Units”) held by WRSW. The number of Redeemed Units was calculated by dividing WRW’saggregate valuation of $340 million by the simple average of the volume weighted average New York Stock Exchange prices of an MPLX Common

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Unit for the ten trading days ending at market close on July 27, 2020. Following the redemption of the Redeemed Units, and consistent with the terms of theRedemption Agreement, MPLX cancelled the Redeemed Units.

After giving effect to transactions contemplated under the Redemption Agreement (including the cancellation of the Redeemed Units as described above), MPCholds, indirectly through its subsidiaries, 647,415,452 common units constituting approximately 62% of the MPLX common units issued and outstanding as ofAugust 3, 2020.

Each of MPLX and WRSW has agreed to customary representations, warranties and covenants, as well as customary indemnification obligations between theparties, in the Redemption Agreement.

The foregoing description of the Redemption Agreement is not complete and is qualified in its entirety by reference to the full text of the Redemption Agreement,which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated by reference herein.

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Item 6. Exhibits

Incorporated by Reference From ExhibitNumber Exhibit Description Form Exhibit Filing Date SEC File No.

FiledHerewith

FurnishedHerewith

1.1

Underwriting Agreement, dated as ofSeptember 4, 2019, among the Issuer, MPLXGP LLC, the general partner of the Issuer, andeach of Citigroup Global Markets Inc.,Barclays Capital Inc. and RBC CapitalMarkets, LLC, acting as representatives of theseveral underwriters named therein

8-K

1.1

9/9/2019

001-35714

2.1*

Agreement and Plan of Merger, dated as ofMay 7, 2019, by and among AndeavorLogistics LP, Tesoro Logistics GP, LLC,MPLX LP, MPLX GP LLC and MPLX MAXLLC.

8-K

2.1

5/8/2019

001-35714

3.1

Certificate of Limited Partnership of MPLXLP

S-1

3.1

7/2/2012

333-182500

3.2 Amendment to the Certificate of LimitedPartnership of MPLX LP

S-1/A

3.2

10/9/2012

333-182500

3.3

Fifth Amended and Restated Agreement ofLimited Partnership of MPLX LP, dated as ofJuly 30, 2019

8-K/A

3.1

8/14/2019

001-35714

10.1

Redemption Agreement, dated July 31, 2020,between MPLX LP and Western RefiningSouthwest, Inc.

X

31.10

Certification of Chief Executive Officerpursuant to Rule 13a-14 and 15d-14 under theSecurities Exchange Act of 1934

X

31.20

Certification of Chief Financial Officerpursuant to Rule 13a-14 and 15d-14 under theSecurities Exchange Act of 1934

X

32.10

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

X

32.20 Certification of Chief Financial Officerpursuant to 18 U.S.C. Section 1350

X

101.INS

XBRL Instance Document: The instancedocument does not appear in the interactivedata file because its XBRL tags are embeddedwithin the Inline XBRL document.

101.SCH Inline XBRL Taxonomy Extension SchemaDocument.

X

101.CAL Inline XBRL Taxonomy ExtensionCalculation Linkbase Document.

X

101.DEF Inline XBRL Taxonomy Extension DefinitionLinkbase Document.

X

101.LAB Inline XBRL Taxonomy Extension LabelLinkbase Document.

X

101.PRE Inline XBRL Taxonomy ExtensionPresentation Linkbase Document.

X

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Table of Contents

Incorporated by Reference From ExhibitNumber Exhibit Description Form Exhibit Filing Date SEC File No.

FiledHerewith

FurnishedHerewith

104 Cover Page Interactive Data File (formatted asInline XBRL and contained in Exhibit 101).

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. MPLX LP hereby undertakes to furnish supplementally a copy of any omitted schedule uponrequest by the SEC.

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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 undersignedthereunto duly authorized.

MPLX LP By: MPLX GP LLC Its general partner Date: August 3, 2020 By: /s/ C. Kristopher Hagedorn C. Kristopher Hagedorn

Vice President and Controller of MPLX GP LLC (thegeneral partner of MPLX LP)

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Exhibit 10.1

REDEMPTION AGREEMENT

between

MPLX LP

and

Western Refining Southwest, Inc.

Dated July 31, 2020

REDEMPTION AGREEMENT

THIS REDEMPTION AGREEMENT (this “Agreement”) is entered into on July 31, 2020 (the “Execution Date”), by andbetween MPLX LP, a Delaware limited partnership (“MPLX”), and Western Refining Southwest Inc., an Arizona corporation(“WRS” and, together with MPLX, the “Parties” and each individually a “Party”).

WITNESS:

WHEREAS, WNRL Energy, LLC (“Energy”) is the owner and holder of record of 100% of the outstanding limited liabilitycompany membership interests in Western Refining Wholesale, LLC (“Wholesale”) (the “Wholesale Membership Interests”);

WHEREAS, Wholesale is the owner and holder of record of 100% of the outstanding limited liability company membershipinterests in Western Refining Product Transport, LLC (“Transport”) (the “Transport Membership Interests” and together withthe Wholesale Membership Interests, the “Membership Interests”);

WHEREAS, MPLX is the owner, directly or indirectly, of 100% of the outstanding partnership interests in AndeavorLogistics LP (“ANDX”), which in turn is the owner and holder of record of 100% of the outstanding limited liability companymembership interests of Western Refining Logistics LP (“Logistics”), which in turn is the owner and holder of record of 100% ofthe outstanding limited liability company membership interests in WNRL Energy GP, LLC (“Energy GP”);

WHEREAS, Logistics is the owner and holder of record of 99.9% of the outstanding limited liability company membershipinterests in Energy, and Energy GP is the owner and holder of record of 0.1% of the outstanding limited liability companymembership interests in Energy;

WHEREAS, Energy is willing and desires to distribute the Wholesale Membership Interests to Energy GP and Logistics,and Energy GP is willing and desires to distribute the Wholesale Membership Interests it receives from Energy to Logistics;

WHEREAS, Logistics is willing and desires to distribute the Wholesale Membership Interests it receives from Energy andEnergy GP to ANDX;

WHEREAS, ANDX is willing and desires to distribute the Wholesale Membership Interests it receives from Logistics toMPLX;

WHEREAS, WRS is willing and desires to acquire from MPLX, and MPLX is willing to distribute to WRS, in exchange forand in redemption of Common Units of MPLX owned by WRS, the Wholesale Membership Interests on the terms and conditions setout below; and

WHEREAS, the Parties are willing to make the representations, warranties and covenants and to provide the considerationdescribed in this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual representations, warranties and covenants in thisAgreement, the Parties agree as follows:

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ARTICLE IDEFINITIONS

Section 1.1 Capitalized terms used in this Agreement have the meanings and are subject to the rules of construction setforth in Appendix A.

ARTICLE IITRANSFER OF WHOLESALE MEMBERSHIP INTERESTS

Section 2.1 Transfer of the Wholesale Membership Interests. Notwithstanding anything in Wholesale’s OrganizationalDocuments to the contrary, subject to the terms and conditions provided for in this Agreement, the following transactions shall eachbe deemed to have occurred for all purposes in the order in which they are set forth in this Section 2.1 on the Closing Date or uponsuch date as otherwise stated below:

(a) Energy shall distribute, grant, convey, assign, transfer, set over and deliver (i) to Energy GP, 0.1% of Energy’s right,title and interest in and to the Wholesale Membership Interests, and (ii) to Logistics, 99.9% of Energy’s right, title and interest in andto the Wholesale Membership Interests (clauses (i) and (ii), collectively, the “Energy Distributions”);

(b) Energy GP shall distribute, grant, convey, assign, transfer, set over and deliver to Logistics all of Energy GP’s right, titleand interest in and to its share of the Wholesale Membership Interests (the “Energy GP Distribution”);

(c) Logistics shall distribute, grant, convey, assign, transfer, set over and deliver to ANDX, all of Logistics’ right, title andinterest in and to the Wholesale Membership Interests (the “Logistics Distribution”);

(d) ANDX shall distribute, grant, convey, assign, transfer, set over and deliver to MPLX all of ANDX’s right, title andinterest in and to the Wholesale Membership Interests (the “ANDX Distribution” and, collectively with the Energy Distributions,the Energy GP Distribution and the Logistics Distribution, the “Wholesale Distributions”); and

(e) Within five (5) days of the Closing Date MPLX shall distribute, grant, convey, assign, transfer, set over and deliver toWRS, in exchange for the consideration set forth in Section 3.1, all of MPLX’s right, title and interest in and to the WholesaleMembership Interests (the “Transfer”).

Notwithstanding the foregoing, in lieu of one or more conveyance documents regarding the Wholesale Membership Interestsand for administrative convenience only (and without limiting any of the representations, warranties, covenants or other provisionsof this Agreement), MPLX agrees to deliver or cause to be delivered all of MPLX’s right, title and interest in and to the WholesaleMembership Interests to WRS.

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ARTICLE IIICONSIDERATION

Section 3.1 Redemption of MPLX Common Units. In consideration of the Transfer and subject to the terms and conditionsprovided for in this Agreement, MPLX shall redeem [Ÿ] Common Units, valued at $340,000,000 (the “Total Value”), from WRS(the “MPLX Common Units”). For the avoidance of doubt, the foregoing number of Common Units was determined by dividingthe Total Value by the simple average of the volume weighted average price of a Common Unit on the NYSE for the ten tradingdays ending at market close on July [27], 2020. Thereafter, MPLX shall cancel the MPLX Common Units.

ARTICLE IVINDEMNIFICATION

Section 4.1 Indemnification by MPLX.

(a) Subject to Section 4.3, from and after the Closing Date, MPLX shall indemnify, defend and hold harmless WRS, andany other of WRS’s Affiliates and its and their respective directors, members, officers, employees, and representatives (the “WRSIndemnitees”), from and against any losses, liabilities, liens, encumbrances, costs, damages, deficiencies, diminution in value,judgments, demands, suits, assessments, charges, fines, penalties, or expenses (including reasonable attorneys’ fees and other costsof litigation) (“Losses”) actually suffered or incurred by any of them resulting from, related to, or arising out of (i) the breach of anyrepresentation or warranty of MPLX contained in this Agreement, in any Exhibit or Appendix to this Agreement or in any document,instrument, agreement or certificate delivered under this Agreement or (ii) any Energy Taxes.

(b) Solely for the purpose of indemnification pursuant to Section 4.1(a)(i), the representations and warranties of MPLX inthis Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers.

Section 4.2 Indemnification by WRS.

(a) Subject to Section 4.3, from and after the Closing Date, WRS shall indemnify, defend and hold harmless MPLX, andany other of MPLX’s Affiliates and its and their respective directors, members, officers, employees, and representatives (the“MPLX Indemnitees”), from and against any Losses actually suffered or incurred by any of them resulting from, related to, orarising out of the breach of any representation, warranty or covenant of WRS contained in this Agreement, in any Exhibit orAppendix to this Agreement or in any document, instrument, agreement or certificate delivered under this Agreement.

(b) Solely for the purpose of indemnification pursuant to Section 4.2(a)(i), the representations and warranties of WRS inthis Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers.

Section 4.3 Limitations on Indemnities.

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(a) Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Parties heretocontained in this Agreement and the covenants and agreements of the Parties hereto contained herein required to be fully performedon or before the Closing shall survive for a period of one (1) year from the Closing Date, except for (i) the representations andwarranties contained in Sections 5.1, 5.2, 5.3, 5.7, 6.1, 6.2, 6.3, and 6.5 (collectively, the “Fundamental Representations”), whichshall survive for a period of three (3) years from the Closing Date, and (ii) the representations and warranties contained in Section5.10 (Taxes), which shall survive until the date that is sixty (60) days after the expiration of the applicable statutes of limitations(including all periods of extension and tolling). Each covenant and agreement of the Parties in this Agreement which by its termsrequires performance after the Closing Date shall survive the Closing and shall remain in full force and effect until such covenant oragreement is fully performed. If a notice of a claim for indemnification under this Article IV has been timely given in accordancewith this Agreement prior to the expiration of the applicable survival period for the applicable representation, warranty or covenant,then the applicable representation, warranty or covenant shall survive as to such claim, until such claim has been finally resolved.

(b) To the extent the WRS Indemnitees are entitled to indemnification for Losses pursuant to Section 4.1(a)(i) (but notincluding Losses with respect to breaches of Fundamental Representations, the representations and warranties contained in Section5.10 (Taxes), or Energy Taxes), MPLX shall not be liable for those Losses unless the aggregate amount of such Losses exceeds theDeductible, and then only to the extent of any such excess; provided, however, that the aggregate liability to the WRS Indemniteespursuant to such Sections (but not including Losses with respect to breaches of Fundamental Representations, the representationsand warranties contained in Section 5.10 (Taxes), or Energy Taxes) shall not exceed the Cap. The maximum aggregate liability ofMPLX for Losses under Section 4.1(a) shall not exceed the Total Value.

(c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NO PARTYHERETO SHALL BE ENTITLED TO RECOVER FROM ANY OTHER PARTY HERETO ANY AMOUNT IN RESPECT OFEXEMPLARY, PUNITIVE, REMOTE OR SPECULATIVE DAMAGES, EXCEPT, IN EACH CASE, TO THE EXTENT SUCHDAMAGES ARE FINALLY AND JUDICIALLY DETERMINED AND PAID TO AN UNAFFILIATED THIRD PARTY. ALLRELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY AND INDEMNITIES IN THIS AGREEMENT, INCLUDINGTHOSE IN THIS Article IV, SHALL APPLY EVEN IN THE EVENT OF THE SOLE, JOINT, AND/OR CONCURRENT,ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF THE PARTY WHOSE LIABILITY ISRELEASED, DISCLAIMED, LIMITED OR INDEMNIFIED (EXCLUDING GROSS NEGLIGENCE, FRAUD OR WILLFULMISCONDUCT).

Section 4.4 Indemnification Procedures. A WRS Indemnitee or MPLX Indemnitee, as the case may be (an “IndemnifiedParty”), shall give the indemnifying party under Section 4.1 or Section 4.2, as applicable (an “Indemnifying Party”), promptwritten notice of any matter which it has determined has given or could give rise to a right of indemnification under this Agreementthat does not involve a third party, stating the amount of the Loss, if known, and method of

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computation thereof, containing a reference to the provisions of this Agreement in respect of which such right of indemnification isclaimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from itsobligations under this Article IV except to the extent the Indemnifying Party is prejudiced by such failure. With respect to a claimfor indemnification involving a claim by a third party, the procedures with respect to indemnification shall be governed by the termsof Exhibit 1.

Section 4.5 Additional Matters. The representations, warranties and covenants of an Indemnifying Party, and anIndemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of anyinvestigation made by or on behalf of such Indemnified Party or by reason of the fact that such Indemnified Party or any of itsAffiliates, advisors or representatives knew or should have known that any such representation or warranty is, was or might beinaccurate.

Section 4.6 Exclusive Remedy. From and after Closing, no Party shall have liability under this Agreement or thetransactions contemplated hereby except as is provided in this Article IV other than claims or causes of action arising from fraud orwillful misconduct.

ARTICLE VREPRESENTATIONS AND WARRANTIES OF MPLX

MPLX represents and warrants as of the date hereof as follows:

Section 5.1 Ownership Interests.

(a) To MPLX’s Knowledge, the Wholesale Membership Interests were duly authorized, validly issued, fully paid (to theextent required by the Organizational Documents of Wholesale) and nonassessable (except, to the extent applicable, as suchnonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the DLLCA). Immediately following the consummationof the Wholesale Distributions, MPLX will have good and valid record and beneficial title to the Wholesale Membership Interests,free and clear of any and all Liens, and, except as provided or created by the limited liability company agreement or otherOrganizational Documents of Wholesale, the 1933 Act or applicable state securities laws, the Wholesale Membership Interests willbe free and clear of any restrictions on transfer or, to MPLX’s Knowledge, claims. To MPLX’s Knowledge, except as set forth in theOrganizational Documents of MPLX, Wholesale or Transport there are no options, warrants, purchase rights, contracts,commitments or other securities exercisable or exchangeable for the Wholesale Membership Interests, or any other commitments oragreements of MPLX, Wholesale or Transport or any of their respective controlled Affiliates providing for the issuance of additionalEquity Interests in Wholesale or Transport, or for the repurchase or redemption of any of the Wholesale Membership Interests, orany agreements of any kind which may obligate Wholesale or Transport to issue, purchase, register for sale, redeem or otherwiseacquire any of its Equity Interests. Immediately following the Transfer, WRS will have good and valid record and beneficial title tothe Wholesale Membership Interests, free and clear of any Liens and, except as provided or created by the limited liability companyagreement or other

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Organizational Documents of Wholesale, the 1933 Act or applicable state securities laws, free and clear of any restrictions ontransfer or, to MPLX’s Knowledge, claims.

(b) To MPLX’s Knowledge, the Transport Membership Interests were duly authorized, validly issued, fully paid (to theextent required by the Organizational Documents of Transport) and nonassessable (except, to the extent applicable, as suchnonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the DLLCA). Wholesale owns all of the TransportMembership Interests. To MPLX’s Knowledge, none of the Transport Membership Interests (i) are, except as set forth in theOrganizational Documents of Transport, subject to or (ii) were issued in violation of any purchase option, call option, right of firstrefusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to the TransportMembership Interests, the Organizational Documents of Transport, or any contract, arrangement or agreement to which MPLX,Wholesale, Transport, or any of their respective controlled Affiliates is a party or to which it or any of their respective properties orassets is otherwise bound. Wholesale has good and valid and beneficial title to the Transport Membership Interests free and clear ofall Liens.

Section 5.2 Organization and Existence.

(a) MPLX is a limited partnership duly organized, validly existing and in good standing under the laws of the State ofDelaware and is qualified to conduct business in each jurisdiction where the nature of its business or the ownership of its propertiesrequire it to be qualified, except where the failure to be so qualified would not constitute a Material Adverse Effect.

(b) To MPLX’s Knowledge, Wholesale has been duly organized and is validly existing and in good standing under the lawsof the State of Delaware, with full limited liability company power and authority to operate and to carry on its business as it iscurrently conducted as of the date hereof. Wholesale is duly qualified to transact business and is in good standing as a foreign entityin each other jurisdiction in which such qualification is required for the conduct of its business, except where the failure to so qualifyor to be in good standing does not or if continued would not have a Material Adverse Effect. MPLX has delivered to WRS correctand complete copies of Wholesale’s respective Organizational Documents. Wholesale is not in breach or default under the terms ofany Organizational Document to which it is a party.

(c) To MPLX’s Knowledge, Transport has been duly organized and is validly existing and in good standing under the lawsof the State of Delaware, with full limited liability company power and authority to operate and to carry on its business as it iscurrently conducted as of the date hereof. Transport is duly qualified to transact business and is in good standing as a foreign entityin each other jurisdiction in which such qualification is required for the conduct of its business, except where the failure to so qualifyor to be in good standing does not or if continued would not have a Material Adverse Effect. MPLX has delivered to WRS correctand complete copies of Transport’s Organizational Documents. Transport is not in breach or default under the terms of any ofOrganizational Document to which it is a party.

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Section 5.3 Authority and Action. MPLX has the limited partnership power and authority to enter into this Agreement andeach agreement and instrument to be executed and delivered by MPLX pursuant hereto and to perform all of its obligations andconsummate the transactions contemplated hereby and thereby. MPLX has taken all necessary and appropriate action to authorize,execute and deliver this Agreement and each agreement and instrument to be executed and delivered by MPLX pursuant hereto andto consummate the transactions contemplated hereby and thereby. This Agreement has been, and each agreement and instrument tobe executed and delivered by MPLX pursuant hereto will be when so executed and delivered, duly and validly executed anddelivered by MPLX and this Agreement is, and each agreement and instrument to be executed and delivered by MPLX pursuanthereto will be when so executed and delivered, a valid and binding obligation of MPLX, enforceable in accordance with its terms,except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the rights ofcreditors generally and by general principles of equity.

Section 5.4 Consents. No consent, approval, license, permit, order, waiver, or authorization of, or registration, declaration,or filing with, any Governmental Authority or other Person is required to be obtained or made by or with respect to MPLX,Wholesale, Transport, or the Wholesale Membership Interests in connection with:

(a) the execution, delivery, and performance of this Agreement (or any related instrument or agreement), or theconsummation of the transactions contemplated hereby and thereby;

(b) the enforcement against MPLX of its obligations hereunder and thereunder; or

(c) following the Closing, the ownership by WRS of the Wholesale Membership Interests;

except, in each case, as would not have, individually or in the aggregate, a Material Adverse Effect or result in any material loss, costor liability of WRS or its Subsidiaries (including, from and after the Closing, Wholesale or Transport).

Section 5.5 No Violation. The execution and delivery of this Agreement (or any related instrument or agreement to beexecuted and delivered) by MPLX does not, or when executed will not, and the consummation of the transactions contemplatedhereby or thereby and the performance by MPLX of the obligations that it is obligated to perform hereunder or thereunder do not:

(a) conflict with or result in a breach of any of the provisions of any Organizational Documents of MPLX, Wholesale orTransport;

(b) result in the creation, violation or acceleration of, or afford any Person the right to obtain, or accelerate any obligation orindebtedness under, any Lien on the Membership Interests, or on property or assets of MPLX, Wholesale, or Transport under anyindenture, mortgage, lien, agreement, contract, commitment or instrument;

(c) conflict with any municipal, state or federal ordinance, law (including common law), rule, regulation, judgment, order,writ, injunction, or decree applicable to MPLX, Wholesale or Transport; or

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(d) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both) oraccelerate or permit the acceleration of the performance required by, or require consent, authorization or approval under anyWholesale Material Contract or any Transport Material Contract, any indenture, mortgage, lien or agreement, contract, commitmentor instrument to which MPLX, Wholesale or Transport is a party or by which any of them is bound or to which any of the WholesaleMembership Interests are subject; except, in the case of clauses (b), (c) and (d), as would not have, individually or in the aggregate, aMaterial Adverse Effect or result in any material loss, cost or liability of WRS or its Subsidiaries (including, from and after theClosing, Wholesale or Transport).

Section 5.6 Information.

(a) To MPLX’s Knowledge, this Agreement (and all related documents) does not contain any untrue statement of a materialfact or omit to state any material fact necessary to make the statements herein not misleading and MPLX has not intentionallywithheld disclosure from the Conflicts Committee of any fact that would constitute a Material Adverse Effect.

(b) The historical and pro forma operations, income and EBITDA information provided to the Conflicts Committee and itsfinancial advisor as part of the Conflicts Committee’s review in connection with this Agreement have a reasonable basis, wereprepared in good faith and are consistent with MPLX’s (and its applicable Affiliates’) management’s current expectations, whichMPLX (and its applicable Affiliate) believes are reasonable, and are derived from, and consistent in all material respects with,MPLX’s (and its applicable Affiliates’) books and records.

Section 5.7 Brokers. Neither MPLX nor any of its Affiliates has incurred any liability, contingent or otherwise, for anybrokerage fee, commission or financial advisory fee in connection with the transactions contemplated by this Agreement.

Section 5.8 Laws and Regulations; Litigation. There are no pending or, to MPLX’s Knowledge, threatened claims, fines,actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively,“Litigation”) against any of MPLX, Wholesale or Transport or against or affecting the Wholesale Membership Interests, or theownership of the Wholesale Membership Interests that (a) have, or would be likely to have, a Material Adverse Effect or (b) seekany material injunctive relief with respect to the Wholesale Membership Interests. Except as would not, individually or in theaggregate, have a Material Adverse Effect, none of Wholesale or Transport is in violation of or in default under any municipal, stateor federal ordinance, law (including common law), rule or regulation or under any order of any Governmental Authority.

Section 5.9 Title to Assets. Disclosure Schedule 5.9 sets forth a true and complete list of the material assets held by each ofWholesale (the “Wholesale Assets”) and Transport (the “Transport Assets”). To MPLX’s Knowledge, each of Wholesale andTransport has good and marketable title to all respective tangible personal property included in the Wholesale Assets and TransportAssets respectively, free and clear of all Liens, except Permitted Liens. To MPLX’s Knowledge, all tangible personal propertyincluded in the Wholesale Assets and Transport Assets

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is (a) in the aggregate, in good operating condition and repair (normal wear and tear excepted); (b) has been maintained in allmaterial respects in accordance with applicable laws and regulations, as well as generally accepted industry practice; and (c) issufficient for the purposes for which it is currently being used or held for use. The Wholesale Assets and Transport Assets constituteall of the material assets related to the ownership, use and operation of the Wholesale Business and Transport Business, asapplicable, and are sufficient to own and operate the Wholesale Business and Transport Business, respectively, as of the date hereof.

Section 5.10 Taxes.

(a) To MPLX’s Knowledge and with respect to all Tax periods in which MPLX has directly or indirectly owned Wholesaleand Transport:

(i) All material Tax Returns that are required to be filed by or with respect to Wholesale and Transport on or prior tothe Closing Date (taking into account any valid extension of time within which to file) have been or will be timely filed on orprior to the Closing Date and all such Tax Returns are true, correct and complete in all material respects.

(ii) All material Taxes due and payable by or with respect to Wholesale and Transport (whether or not shown on anyTax Return) have been fully paid, and any material deficiencies asserted or assessments made with respect to such TaxReturns have been paid in full or properly accrued. All Taxes that Wholesale or Transport has been required by applicablelaw to withhold, collect or deposit have been duly withheld or collected and, to the extent required, have been paid to theappropriate Governmental Authorities.

(iii) Except with respect to an ongoing audit of Wholesale by the state of California for Tax years 2011 through2016, no Tax Proceeding of or with respect to Wholesale or Transport is currently pending or has been proposed in writing orhas been threatened that constitutes a Material Adverse Effect.

(iv) No waivers or extensions of statutes of limitations have been given or requested in writing with respect to anyamount of Taxes or any Tax Returns of or with respect to Wholesale or Transport, except for a waiver executed byWholesale for an ongoing audit by the state of California for Tax years 2011 through 2016.

(b) To MPLX’s Knowledge, for U.S. federal income Tax purposes, Wholesale is classified as an entity that is disregardedas separate from Energy and Transport is classified as an association taxable as a corporation.

(c) To MPLX’s Knowledge, none of Wholesale or Transport is a party to any Tax allocation, sharing or indemnityagreement or arrangement with any Person or has any contractual obligation to indemnify any other Person with respect to Taxes(other than pursuant to contracts entered into in the ordinary course of business the primary subject of which is not Taxes.

(d) The representations and warranties set forth in this Section 5.10 are the sole and exclusive representations of MPLXwith respect to Tax matters.

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Section 5.11 Environmental Matters. Except as would not, individually or in the aggregate, have a Material Adverse Effect:

(a) Wholesale, Transport, the Wholesale Assets, and the Transport Assets are in compliance with Environmental Laws;

(b) to MPLX’s Knowledge, none of Wholesale, Transport, the Wholesale Assets, or the Transport Assets is the subject ofany outstanding administrative or judicial order, or any judgment, agreement or arbitration award from any Governmental Authorityunder any Environmental Law and requiring remediation or the payment of a fine or penalty;

(c) neither Wholesale nor Transport is subject to any pending Litigation under any Environmental Law with respect to theWholesale Assets or the Transport Assets; and

(d) no Release into the environment of any Hazardous Substance has occurred that to MPLX’s Knowledge has resulted orcould reasonably be expected to result in either Wholesale or Transport incurring any material liability under Environmental Law;and

(e) The representations and warranties set forth in this Section 5.11 are the sole and exclusive representations of MPLXwith respect to environmental matters.

Section 5.12 Permits. To MPLX’s Knowledge, Wholesale and Transport possess all Permits required by law, necessary forthe conduct of the Wholesale Business and the Transport Business, as applicable, and the ownership and operation of the WholesaleAssets and the Transport Assets, as applicable, except where the failure to possess such Permits would not be material to the conductof the Wholesale Business or the Transport Business, as applicable, or the ownership and operation of the Wholesale Assets orTransport Assets, as applicable, taken as a whole, as applicable; and there are no unresolved notices of violation with respect to anysuch Permit and each such Permit is valid, binding and in full force and effect.

Section 5.13 Material Contracts.

(a) Disclosure Schedule 5.13(a) sets forth a true and complete listing of the Wholesale Material Contracts. To MPLX’sKnowledge, each Wholesale Material Contract is in full force and effect, and no party thereto is in breach or default thereunder andno event has occurred that upon receipt of notice or lapse of time or both would constitute any breach or default thereunder, exceptfor such breaches or defaults as would not, individually or in the aggregate, constitute a Material Adverse Effect. Wholesale has notgiven nor received any notice of any action or intent to terminate or amend in any material respect any Wholesale Material Contract.

(b) Disclosure Schedule 5.13(b) sets forth a true and complete listing of the Transport Material Contracts. To MPLX’sKnowledge, each Transport Material Contract is in full force and effect, and no party thereto is in material breach or defaultthereunder and no event has occurred that upon receipt of notice or lapse of time or both would constitute any material breach ordefault under any Transport Material Contract. Transport has not given nor received any notice of any action or intent to terminate oramend in any material respect any Transport Material Contract.

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Section 5.14 No Liabilities. To MPLX’s Knowledge, neither Wholesale nor Transport has any liabilities (whether accruedor fixed, absolute or contingent, matured or unmatured, determined or determinable or otherwise) except as set forth in theWholesale Material Contracts and the Transport Material Contracts, as applicable.

Section 5.15 No Adverse Change. Except for any actions taken by Wholesale or Transport by this Agreement, from July30, 2019, (a) Wholesale and Transport have in all material respects operated the Wholesale Assets and Transport Assets, asapplicable, in the ordinary course consistent with past practices, and (b) no fact, event, change, occurrence, development orcircumstance has occurred that has had or would reasonably be expected to constitute, individually or in the aggregate, a MaterialAdverse Effect.

Section 5.16 Employment Matters. Wholesale and Transport do not have and, to MPLX’s Knowledge, have never had, anyemployees, independent contractors, or consultants. Wholesale and Transport do not currently and, to MPLX’s Knowledge, havenever sponsored, maintained, contributed to or had an obligation to contribute to any Plan or been a participating employer in anyPlan. Neither Wholesale nor Transport has any liability, contingent or otherwise, with respect to any Plan.

Section 5.17 Insurance. All insurance policies, if any, carried by or maintained for the benefit of Wholesale and Transportthat directly insure Wholesale or Transport (the “Insurance Policies”) are in full force and effect, and, to MPLX’s Knowledge, theparties thereto are not in breach or default thereunder.

Section 5.18 Disclaimer of Warranties. Except as expressly set forth in this Article V or in any agreement or instrument tobe executed by MPLX in connection with the transactions contemplated hereby, MPLX makes no representations or warrantieswhatsoever and disclaims all liability and responsibility for any other representation, warranty, statement or information made orcommunicated (orally or in writing), including, without limitation, any opinion, information or advice that may have been providedby any officer, shareholder, director, employee, agent or consultant of MPLX or its Affiliates. EXCEPT AS SPECIFICALLYREPRESENTED AND WARRANTED IN THIS Article V, THE DISTRIBUTION OF THE WHOLESALE MEMBERSHIPINTERESTS IS ON AN “AS IS” BASIS, AND MPLX DISCLAIMS ANY WARRANTY OF MERCHANTABILITY AND ANYWARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF WRS

WRS represents and warrants as of the date hereof as follows:

Section 6.1 Organization. WRS is a corporation duly organized, validly existing and in good standing under the laws of theState of Arizona and is qualified to do business in each jurisdiction where the nature of its business or the ownership of its propertiesrequires it to be qualified, except to the extent that the failure to be so qualified would not have a Material Adverse

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Effect. WRS has the corporate power to conduct its business as presently conducted and to own and hold the properties used inconnection therewith.

Section 6.2 Ownership. WRS has good and valid record and beneficial title to the MPLX Common Units, free and clear ofany and all Liens, and except as provided or created by the Organizational Documents of MPLX, the 1933 Act or applicable statesecurities laws, the MPLX Common Units are free and clear of any restrictions on transfer, Taxes, or claims.

Section 6.3 Authority and Action. WRS has the corporate power and authority to enter into this Agreement and eachagreement and instrument to be executed and delivered by WRS pursuant hereto and to perform all of its obligations andconsummate the transactions contemplated hereby and thereby. WRS has taken all necessary and appropriate corporate action toauthorize, execute and deliver this Agreement and each agreement and instrument to be executed and delivered by WRS pursuanthereto and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each agreement andinstrument to be executed and delivered by WRS pursuant hereto will be when so executed and delivered, duly and validly executedand delivered by WRS and constitutes or when so executed will constitute a valid and binding obligation of WRS, enforceable inaccordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similarlaws affecting the rights of creditors generally and by general principles of equity.

Section 6.4 Consents. No consent, approval, license, permit, order, waiver, or authorization of, or registration, declaration,or filing with, any Governmental Authority or other Person is required to be obtained or made by or with respect to WRS inconnection with:

(a) the execution, delivery, and performance of this Agreement (or any related instrument or agreement), or theconsummation of the transactions contemplated hereby and thereby;

(b) the enforcement against WRS of its obligations hereunder and thereunder; or

(c) the redemption by MPLX of the MPLX Common Units;

except, in each case, as would not have, individually or in the aggregate, a Material Adverse Effect or result in any material loss, costor liability of MPLX or its Subsidiaries.

Section 6.5 No Violation. The execution and delivery of this Agreement (or any related instrument or agreement to beexecuted and delivered) by WRS does not, or when executed will not, and the consummation of the transactions contemplatedhereby or thereby and the performance by WRS of the obligations that it is obligated to perform hereunder or thereunder do not:

(a) conflict with or result in a breach of any of the provisions of any Organizational Documents of WRS;

(b) result in the creation, violation or acceleration of, or afford any Person the right to obtain or accelerate any obligation orindebtedness under, any Lien on the property or assets of WRS;

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(c) conflict with any municipal, state or federal ordinance, law (including common law), rule, regulation, judgment, order,writ, injunction, or decree applicable to WRS; or

(d) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both) oraccelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, anyindenture, mortgage, lien or agreement, contract, commitment or instrument to which WRS is a party or by which it is bound;

except, in the case of clauses (b), (c) and (d), as would not have, individually or in the aggregate, a Material Adverse Effect or resultin any material loss, cost or liability of MPLX or its Subsidiaries.

Section 6.6 Disclaimer of Warranties. Except as expressly set forth in this Article VI or in any agreement or instrument tobe executed by WRS in connection with the transactions contemplated hereby, WRS makes no representations or warrantieswhatsoever and disclaims all liability and responsibility for any other representation, warranty, statement or information made orcommunicated (orally or in writing), including, without limitation, any opinion, information or advice that may have been providedby any officer, shareholder, director, employee, agent or consultant of WRS, or its Affiliates.

ARTICLE VIICOVENANTS

Section 7.1 Further Assurances. In case at any time after the Closing any further action is necessary to carry out thepurposes of this Agreement, each of the Parties will take such further action as the other Parties reasonably may request, all at thesole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor).

Section 7.2 Tax Covenants.

(a) Transaction Taxes. All sales, use, controlling interest, transfer, filing, recordation, registration and similar Taxes arisingfrom or associated with the transactions contemplated by this Agreement, other than Taxes based on income or net worth(“Transaction Taxes”), shall be borne fifty percent (50%) by WRS and fifty percent (50%) by MPLX. Except to the extent requiredby applicable law, MPLX shall prepare and file all Tax Returns in respect of Transaction Taxes. The Parties shall reasonablycooperate in good faith to minimize, to the extent permissible under laws, the amount of any such Transaction Taxes. Each Party willprovide and make available to each other Party any resale certificates and other exemption certificates or information reasonablyrequested by such other Party.

(b) Pre-Closing Tax Returns. MPLX will cause to be prepared each Tax Return of Wholesale and Transport for a Pre-Closing Tax Period that is required to be filed after the Closing Date (each, a “Pre-Closing Tax Return”). At least thirty (30) daysprior to the due date for filing such Pre-Closing Tax Return, MPLX will deliver a copy of such Pre-Closing Tax Return, togetherwith all supporting documentation and workpapers, to WRS for its review and comment. WRS shall provide any comments to anysuch draft Tax Return no later than fifteen (15) days after receipt of such draft from MPLX, and MPLX will revise such Pre-ClosingTax Return to reflect any reasonable

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comments timely received from WRS. Not later than five (5) days prior to the due date for filing such Pre-Closing Tax Return,MPLX will provide such revised Pre-Closing Tax Return to WRS for filing by WRS with the appropriate Governmental Authority.Not later than five (5) days prior to the due date for payment of Taxes with respect to such Pre-Closing Tax Return, MPLX will payto WRS the amount of any Energy Taxes with respect to such Pre-Closing Tax Return.

(c) Straddle Period Tax Returns. WRS will prepare or cause to be prepared each Tax Return of Wholesale andTransport for a Straddle Period (each, a “Straddle Tax Return”). Not later than thirty (30) days prior to the due date for filing suchStraddle Tax Return, WRS will deliver a copy of such Straddle Tax Return (other than Tax Returns relating to sales, use, payroll, orother Taxes that are required to be filed contemporaneously with, or promptly after, the close of a taxable period, in each case a copyof which shall be provided to MPLX by WRS upon MPLX’s written request), together with all supporting documentation andworkpapers, to MPLX for its review and comment. MPLX shall provide any comments to any such draft Tax Return no later thanfifteen (15) days after receipt of such draft from WRS, and WRS will cause such Straddle Tax Return (as revised to reflect anyreasonable comments timely received MPLX) to be filed timely with the appropriate Governmental Authority and will provide acopy to MPLX. Not later than five (5) days prior to the due date for payment of with respect to such Straddle Tax Return, MPLXwill pay to WRS the amount of any Energy Taxes with respect to such Straddle Tax Return.

(d) Proration of Straddle Period Taxes. In the case of Taxes that are payable with respect to any Straddle Period, theportion of any such Taxes that is attributable to the portion of such Straddle Period ending on the Closing Date shall be:

(i) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of Wholesaleor Transport, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on anarrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is thenumber of calendar days in the portion of such Straddle Period ending on and including the Closing Date and the denominator ofwhich is the number of calendar days in the entire Straddle Period; and

(ii) in the case of all other Taxes, deemed equal to the amount which would be payable if the relevantStraddle Period ended on and included the Closing Date; provided that exemptions, allowances, or deductions that are calculated onan annual basis (including depreciation and amortization deductions) shall be allocated between the portion of the Straddle Periodending on and including the Closing Date and the portion of the Straddle Period beginning after the Closing Date in proportion to thenumber of days in each portion of such Straddle Period.

(iii) Notwithstanding anything to the contrary herein, any franchise Tax will be allocated to the period duringwhich the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to dobusiness for another period is obtained by the payment of such franchise Tax.

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(e) Tax Refunds. Any refunds of Taxes of Wholesale or Transport (whether in the form of cash received or a creditor offset actually realized against Taxes otherwise payable) (“Tax Refunds”) for any Pre-Closing Tax Period shall be for theaccount of MPLX. Any Tax Refunds for any Tax period beginning after the Closing Date shall be for the account of WRS. Any TaxRefunds for any Straddle Period shall be equitably apportioned between MPLX and WRS in accordance with the principles providedfor in Section 7.2(d). To the extent that WRS or Wholesale or Transport receives a Tax Refund that is for the account of MPLXpursuant to this Section 7.2(e), WRS shall pay the amount of such Tax Refund (and any interest received from the GovernmentalAuthority), net of any reasonable out-of-pocket costs or expenses incurred by WRS or its Affiliates in procuring such refund, toMPLX. To the extent that MPLX receives a Tax Refund that is for the account of WRS pursuant to this Section 7.2(e), MPLX shallpay the amount of such Tax Refund (and any interest received from the Governmental Authority), net of any reasonable out-of-pocket costs or expenses incurred by MPLX or its Affiliates in procuring such refund, to WRS. The amount due to MPLX or WRS,as applicable, under this Section 7.2(e) shall be paid to the MPLX or WRS, as applicable, within thirty (30) days of the receipt of theTax Refund from the applicable Governmental Authority (or, if the Tax Refund is in the form of a credit or offset against Taxesotherwise payable, within thirty (30) days after the due date of the Tax Return claiming such credit or offset).

(f) Tax Characterization. The Parties intend that, for U.S. federal (and applicable state and local) income taxpurposes, the Transfer be treated as a distribution by MPLX pursuant to Section 731 of the Code and not as a sale of the WholesaleMembership Interests (or the Wholesale Assets). The Parties (and each such Party’s Affiliates) will prepare and file all Tax Returnsconsistent with the foregoing and will not take any position for Tax purposes inconsistent with the foregoing, except as otherwiserequired by applicable law or a final determination as defined in Section 1313 of the Code.

Section 7.3 Conflicts. In the event of a conflict between the provisions of this Article VII and any other provision of thisAgreement, the provisions of this Article VII shall control.

Section 7.4 Post-Closing Payment for Services. With regard to the accounts receivable balance for certain fuel supplytransactions as of July 31, 2020 between Wholesale; Speedway LLC; Western Refining Retail, LLC; Giant Four Corners, LLC; andGiant Stop-n-Go of New Mexico, LLC (the “Supply Payment”), WRS shall cause Wholesale to remit the Supply Payment, whenreceived after the Closing, to Energy or to such other party as designated in writing by Energy, or Wholesale may direct SpeedwayLLC to remit the Supply Payment to Energy or to such other party as designated in writing by Energy.

Section 7.5 Second Quarter 2020 Distribution. For the avoidance of doubt, notwithstanding anything in MPLX’sOrganizational Documents to the contrary, neither WRS nor any of its Affiliates shall be entitled to receive any distribution fromMPLX for the fiscal quarter ended June 30, 2020 with respect to the MPLX Common Units.

Section 7.6 Sale Proceeds. If, following the Closing Date but on or before the date that is twelve months after the ClosingDate, a Trigger Event occurs, WRS shall pay to MPLX, as

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additional consideration for the Membership Interests, an amount in cash equal to 75% of the sum of (a) the amount of Sale Proceedsreceived or deemed received by WRS and its Affiliates in respect of such Trigger Event less (b) the Total Value. Any such amountdue to MPLX hereunder shall be paid no later than the closing date of the applicable Trigger Event.

ARTICLE VIIICLOSING

The Closing of this Agreement shall be conducted as follows, with the performance of the Parties to be mutually dependent,and all transfers deemed to have taken place simultaneously:

Section 8.1 Closing. The Closing of the transactions contemplated by this Agreement shall occur on July 31, 2020 (the“Closing Date”). The transactions contemplated by this Agreement shall be deemed to be effective at the Effective Time in the orderset forth in this Agreement.

Section 8.2 Deliveries by MPLX to WRS. At Closing, MPLX shall deliver to WRS:

(a) an Assignment and Assumption Agreement substantially in the form of Exhibit 2 duly executed by MPLX;

(b) appropriate resolutions and other similar documents of MPLX, to fully implement this Agreement;

(c) a properly executed certificate of MPLX certifying that MPLX is not a “foreign person” within the meaning of Section1445 of the Code; and

(d) each other document or instrument specified in or as may be reasonably required by this Agreement.

Section 8.3 Deliveries by WRS to MPLX. At Closing, WRS shall deliver to MPLX:

(a) appropriate resolutions and other similar documents of WRS, to fully implement this Agreement;

(b) a properly executed certificate of WRS certifying that WRS is not a “foreign person” within the meaning of Section1445 and 1446(f) of the Code; and

(c) each other document or instrument specified in or as may be reasonably required by this Agreement.

ARTICLE IXMISCELLANEOUS

Section 9.1 Assigns. This Agreement shall be binding upon and shall inure to the benefit of the respective Parties and theirpermitted successors and assigns. A Party’s rights under this Agreement may not be assigned without the prior written consent of allother Parties, which consent may be withheld for any reason. Any purported assignment in violation of the foregoing shall be voidab initio.

Section 9.2 Entire Understanding, Headings and Amendment.

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(a) This entire Agreement and the attached Annexes, Exhibits and Disclosure Schedules and all documents to be executedand delivered pursuant hereto constitute the entire understanding among the Parties, and supersede all previous agreements of anysort. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINEDIN THIS AGREEMENT, NEITHER OF THE PARTIES MAKES OR RELIES ON ANY OTHER REPRESENTATIONS,WARRANTIES OR INDUCEMENTS, AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS,WARRANTIES OR INDUCEMENTS, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANYOTHER INFORMATION, MADE BY, OR MADE AVAILABLE BY, ITSELF OR ANY OF ITS REPRESENTATIVES, WITHRESPECT TO, OR IN CONNECTION WITH, THE NEGOTIATION, EXECUTION OR DELIVERY OF THIS AGREEMENTOR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, NOTWITHSTANDING THE DELIVERY ORDISCLOSURE TO THE OTHER OR THE OTHER’S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHERINFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING. No Party shall be bound by, or be liablefor, any alleged representation, promise, inducement or statement of intention not contained herein. Article headings are includedonly for purposes of convenience and shall not be construed as a part of this Agreement or in any way affecting the meaning of theprovisions of this Agreement or its interpretation.

(b) None of this Agreement or any Ancillary Agreement may be amended or modified orally, and no amendment ormodification of this Agreement or any Ancillary Agreement shall be valid unless in writing and signed by the Parties; provided, anysuch amendment or modification must be approved by the Conflicts Committee.

Section 9.3 Rights of Third Parties. This Agreement shall not be construed to create any lien or encumbrance on theMembership Interests, or to create any express or implied rights in any Person other than the Parties, except as expressly providedwith respect to the WRS Indemnitees and the MPLX Indemnitees in Article IV.

Section 9.4 Notices. All notices shall be in writing and shall be delivered or sent by first‑class mail, postage prepaid,overnight courier or by means of electronic transmission. Any notice sent shall be addressed as follows:

(a) If to WRS:

Western Refining Southwest, Inc.539 South Main StreetFindlay, Ohio 45840Attn: President

With copy (which shall not constitute notice) to:

Marathon Petroleum Company LP539 South Main StreetFindlay, Ohio 45840Attn: General Counsel

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(b) If to MPLX:

MPLX LP200 East Hardin StreetFindlay, Ohio 45840Attn: General Counsel

Any notice required hereunder shall be effective when sent if given in the manner set forth above.

Section 9.5 Choice of Law; Mediation; Submission to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement and all the Ancillary Agreements shall be subject to and governed by the laws of the State of Delaware,excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws ofanother state. EACH OF THE PARTIES AGREES THAT THIS AGREEMENT INVOLVES AT LEAST U.S. $100,000.00 ANDTHAT THIS AGREEMENT HAS BEEN ENTERED INTO IN EXPRESS RELIANCE UPON 6 Del. C. § 2708. EACH OF THEPARTIES IRREVOCABLY AND UNCONDITIONALLY AGREES (i) TO BE SUBJECT TO THE JURISDICTION OF THECOURTS OF THE STATE OF DELAWARE AND OF THE FEDERAL COURTS SITTING IN THE STATE OF DELAWARE,AND (ii) TO THE EXTENT SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE STATE OFDELAWARE, TO APPOINT AND MAINTAIN AN AGENT IN THE STATE OF DELAWARE AS SUCH PARTY’S AGENTFOR ACCEPTANCE OF LEGAL PROCESS AND TO NOTIFY THE OTHER PARTIES OF THE NAME AND ADDRESS OFSUCH AGENT.

(b) If the Parties cannot resolve any dispute or claim arising under this Agreement, then no earlier than ten (10) days normore than sixty (60) days following written notice to the other Parties, any Party to such dispute or claim may initiate mandatory,non-binding mediation hereunder by giving a notice of mediation (a “Mediation Notice”) to the other Parties. In connection withany mediation pursuant to this Section 9.5(b), the mediator shall be jointly appointed by the Parties and the mediation shall beconducted in Findlay, Ohio unless otherwise agreed by the Parties. All costs and expenses of the mediator appointed pursuant to thisSection 9.5(b) shall be shared equally and paid by the Parties. The then-current Model ADR Procedures for Mediation of BusinessDisputes of the Center for Public Resources, Inc., either as written or as modified by mutual agreement of the Parties, shall governany mediation pursuant to this Section 9.5(b). In the mediation, each Party shall be represented by one or more senior representativeswho shall have authority to resolve any disputes. If a dispute or claim has not been resolved within thirty (30) days after the receiptof the Mediation Notice by a Party, then any Party may refer the resolution of the dispute or claim to litigation.

(c) Subject to Section 9.5(b), each Party agrees that it shall bring any action or proceeding in respect of any claim arisingout of or related to this Agreement, whether in tort or contract or at law or in equity, exclusively in any federal or state courts locatedin Delaware and (i) waives any objection to laying venue in any such action or proceeding in such courts; (ii) waives any objectionthat such courts are an inconvenient forum or do not have jurisdiction over it; and (iii) agrees that,

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to the fullest extent permitted by law, service of process upon it may be effected by mailing a copy thereof by registered or certifiedmail (or any substantially similar form of mail), postage prepaid, to it at its address specified in Section 9.4. The foregoing consentsto jurisdiction and service of process shall not constitute general consents to service of process in the State of Delaware for anypurpose except as provided herein and shall not be deemed to confer rights on any Person other than the Parties.

(d) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDERTHIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCHPARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO ATRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF ORRELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTYCERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTYHAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OFANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDSAND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVERVOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONGOTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.5(d).

Section 9.6 Time of the Essence. Time is of the essence in the performance of this Agreement in all respects. If the datespecified herein for giving any notice or taking any action is not a business day (or if the period during which any notice is requiredto be given or any taken expires on a date which is not a business day), then the date for giving such notice or taking such action(and the expiration date of such period during which notice is required to be given or action taken) shall be the next day which is abusiness day.

Section 9.7 Waiver and Severability.

(a) No waiver, either express or implied, by any Party hereto of any term or condition of this Agreement or right toenforcement thereof shall be effective, unless such waiver is in writing and signed by all Parties. Any such waiver shall constitute awaiver only with respect to the specific matter described in such writing and shall in no way adversely affect the rights of the Partiesgranting such waiver in any other respect or at any other time. The failure of any Party to exercise any rights or privileges under thisAgreement shall not be construed as a waiver of any such rights or privileges under this Agreement. The rights and remediesprovided in this Agreement are cumulative and, except as otherwise expressly provided in this Agreement, none is exclusive of anyother or of any rights or remedies that any Party may hereunder or otherwise have at law or in equity.

(b) Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner asto be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to beinvalid, illegal or unenforceable

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in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect anyother provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced insuch jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

Section 9.8 Costs and Expenses. Except as otherwise specifically provided in this Agreement, each Party will bear its owncosts and expenses in connection with this Agreement and the transactions contemplated hereby.

Section 9.9 Counterpart Execution. This Agreement may be executed in counterparts, each of which shall be deemed anoriginal, but all of which together shall constitute one agreement.

Section 9.10 Deed; Bill of Sale; Assignment. To the extent required and permitted by applicable law, this Agreement shallalso constitute a “deed,” “bill of sale” or “assignment” of the assets and the liabilities referenced herein.

[Signature page follows.]

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IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed as of the date first set forth above.

Western Refining Southwest, Inc.

By: /s/ Donald C. Templin

Name: Donald C. Templin

Title: Vice President

MPLX LP

By: MPLX GP LLC, its General Partner

By: /s/ Pamela K.M. Beall

Name: Pamela K.M. Beall

Title: Executive Vice President and Chief Financial Officer

APPENDIX A

DEFINITION OF TERMS

Introductory Note—Construction. Whenever the context requires, the gender of all words used in the Agreement includes themasculine, feminine and neuter and terms defined in the singular have the corresponding meanings in the plural, and vice versa.Except as the Agreement otherwise specifies, all references herein to any law, are references to that law (and any rules andregulations promulgated thereunder), as the same may have been amended. The word “includes” or “including” means “including,but not limited to,” unless the context otherwise requires. The words “shall” and “will” are used interchangeably and have the samemeaning. The words “this Agreement,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms in the Agreement refer to therelevant agreement as a whole and not any particular Section or Article in which such words appear. If a word or phrase is defined,its other grammatical forms have a corresponding meaning. Whenever the Agreement refers to a number of days, such number shallrefer to calendar days unless business days are specified. Time periods within or following which any payment is to be made or anact is to be done shall be calculated by excluding the day on which the time period commences and including the day on which thetime period ends. Unless specifically provided for in this Agreement, the term “or” shall not be deemed to be exclusive. Referencesto a Person are also to its successors and/or permitted assigns, if any. All exhibits and annexes attached to this Agreement constitutea part of this Agreement and are incorporated herein for all purposes. All references to currency in this Agreement shall be to, and allpayments required under this Agreement shall be paid in, lawful currency of the United States.

Definitions.

“1933 Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Affiliate” means, as to any specified entity, any other entity that, directly or indirectly through one or more intermediariesor otherwise, controls, is controlled by or is under common control with the specified entity. For purposes of this Agreement,“control” of an entity means the possession, directly or indirectly, of the power to direct or cause the direction of the management orpolicies of such entity, whether by contract or otherwise. Notwithstanding anything herein to the contrary, for purposes of thisAgreement, (a) WRS and its Subsidiaries (including, from and after the Closing, Wholesale and Transport) shall be deemed not to be“Affiliates” of MPLX (or, prior to the Closing, Wholesale and Transport), or any of its Subsidiaries, and (b) MPLX and itsSubsidiaries (including, prior to the Closing, Wholesale and Transport) shall not be deemed “Affiliates” of WRS and its Subsidiaries(including, from and after the Closing, Wholesale and Transport).

“Agreement” has the meaning set forth in the preamble.

“Ancillary Agreement” means all of the agreements set forth in the exhibits to this Agreement.

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“ANDX” has the meaning set forth in the recitals.

“Cap” means $34,000,000.

“Closing” means the consummation of the transactions contemplated by this Agreement.

“Closing Date” has the meaning set forth in Section 8.1.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Common Unit” has the meaning set forth in the MPLX Partnership Agreement.

“Conflicts Committee” means the Conflicts Committee of the Board of Directors of MPLX GP LLC, the general partner ofMPLX.

“Contract” means any contract, commitment, instrument, undertaking, lease, note, mortgage, indenture, settlement, Permit,or other legally binding agreement.

“Deductible” means $1,700,000.

“DLLCA” means that Delaware Limited Liability Company Act, as amended.

“Effective Time” means 11:59 pm local time in Findlay, Ohio on the Closing Date.

“Energy” has the meaning set forth in the recitals.

“Energy GP” has the meaning set forth in the recitals.

“Energy Taxes” means any and all Taxes (a) imposed on Energy or MPLX attributable to Wholesale or Transport (includingassets of Wholesale or Transport), or imposed on Wholesale or Transport, or for which Wholesale or Transport may otherwise beliable, for any Pre-Closing Tax Period and for the portion of any Straddle Period ending on and including the Closing Date(determined in accordance with Section 7.2(d)); (b) of any affiliated, combined, consolidated, unitary or similar group with respectto any Taxes of which Wholesale or Transport (or any predecessor of Wholesale or Transport) is or was a member on or prior to theClosing Date by reason of Treasury Regulations § 1.1502-6(a) or any analogous or similar foreign, state or local law; and (c) of anyother Person for which any member of the Wholesale or Transport is or has been liable as a transferee or successor, by contract, orotherwise.

“Environmental Laws” means any and all applicable federal, state or local law or statute, or regulations promulgatedthereunder, together with any amendments thereto and all substitutions thereof, concerning the environment, preservation orreclamation of natural resources, natural resource damages, human health and safety, prevention or control of spills or pollution, orto the management (including without limitation generation, treatment, storage, transportation, arrangement for transport, disposal,arrangement for disposal or other handling), Release or threatened Release of Hazardous Substances, including without limitation,the Clean Water Act, also known as the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et. seq., the Oil Pollution Act of1990, 33 U.S.C. § 2701 et. seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et. seq.,

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the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et. seq., the Superfund Amendmentand Reauthorization Act of 1986, Public Law 99- 499, 100 Stat. 1613, the Emergency Planning and Community Right to Know Act,42 U.S.C. § 1101 et. seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et. seq., the Occupational Safety andHealth Act, as amended, 29 U.S.C. § 655 and § 657, the Clean Air Act, 42 U.S.C, § 7401 et. seq., the Safe Drinking Water Act, 42U.S.C. § 300f to § 300j-26, the Hazardous Materials Transportation Authorization Act of 1994, 49 U.S.C. § 5101 et. seq., theAtomic Energy Act of 1954 as amended, 42 U.S.C. §§ 2014, 2021(d), 2022, 2111, 2113 and 2114.

“Equity Interest” means capital stock, voting securities, partnership or membership interests or units (whether general orlimited), and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of theissuing entity.

“Execution Date” means the date of this Agreement.

“Fundamental Representations” has the meaning set forth in Section 4.3(a).

“Governmental Authority” means any federal, state, local, foreign, multi-national, supra‑national, national, regional orother governmental agency, authority, administrative agency, regulatory body, commission, board, bureau, agency, officer, official,instrumentality, court or arbitral tribunal having governmental or quasi-governmental powers or any other instrumentality or politicalsubdivision thereof; provided, however, that such term shall not include any entity or organization that is engaged in industrial orcommercial operations and is wholly or partly owned by any government, to the extent that such entity or organization is acting in acommercial capacity.

“Hazardous Substance” means any substance, material or waste designated, regulated or classified as a hazardous waste,hazardous substance, hazardous material, pollutant, contaminant or toxic substance under any Environmental Law, includingpetroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, radioactivematerials or wastes, and infectious or medical wastes.

“Indemnified Party” has the meaning set forth in Section 4.4.

“Indemnifying Party” has the meaning set forth in Section 4.4.

“Insurance Policies” has the meaning set forth in Section 5.17.

“Knowledge” means the actual knowledge of Pamela K.M. Beall.

“Liens” means any security interest, lien, deed of trust, mortgage, pledge, charge, restriction, easement, encumbrance orother similar interest or right.

“Litigation” has the meaning set forth in Section 5.8.

“Logistics” has the meaning set forth in the recitals.

“Losses” has the meaning set forth in Section 4.1(a).

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“Material Adverse Effect” means any change, circumstance, effect or condition that is, or could reasonably be expected tobe, individually or in the aggregate, materially adverse to (i) the business, financial condition, assets, liabilities or results ofoperations of Wholesale and Transport, taken as a whole, or the Wholesale Business and the Transport Business, taken as a whole;or (ii) any Party’s ability to enter into or perform its obligations under this Agreement or to consummate the transactionscontemplated hereby; provided, that the term “Material Adverse Effect” shall not include:

(a) any fact, change, effect, condition or event that:

(i) generally affects economic conditions in any of the markets or geographical areas in which Wholesale andTransport operate;

(ii) generally affects economic conditions or the financial, banking, currency or capital markets in general (whetherin the United States or any other country or in any international market), including changes in (1) general financial or marketconditions, (2) currency exchange rates or currency fluctuations, (3) prevailing interest rates or credit markets, and (4) theprice of commodities or raw materials used in the businesses of Wholesale or Transport;

(iii) generally affect the industries in which Wholesale and Transport operate; or

(iv) result from national or international political or social actions or conditions, including the engagement by anycountry in hostilities, whether commenced before or after the date hereof, and whether or not pursuant to the declaration of anational emergency or war, or the occurrence of any military or terrorist attack;

(b) changes in law, GAAP or other applicable accounting standards or interpretations thereof;

(c) any failure to meet internal projections, public estimates or expectations with respect to Wholesale or Transport (it beingunderstood that the underlying causes of any such failure may be taken into consideration in determining whether a MaterialAdverse Effect has occurred); or

(d) the announcement of, or the taking of any action contemplated by, this Agreement and the other agreementscontemplated hereby; provided, however, that facts, changes, affects, conditions or events referred to in clauses (a)(i), (a)(ii), (a)(iii),(a)(iv) and (b) above shall be considered for purposes of determining whether there has been or would reasonably be expected to bea Material Adverse Effect if and only to the extent such facts, changes, affects, conditions or events have had or would reasonably beexpected to have a disproportionate effect on Wholesale or Transport as compared to other companies operating in similarbusinesses.

“Mediation Notice” had the meaning set forth in Section 9.5(b).

“Membership Interests” has the meaning set forth in the recitals.

“MPLX” has the meaning set forth in the preamble.

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“MPLX Common Units” has the meaning set forth in Section 3.1.

“MPLX Indemnitee” has the meaning set forth in Section 4.2.

“MPLX Partnership Agreement” means the Fifth Amended and Restated Agreement of Limited Partnership of MPLXdated July 30, 2019, including any and all amendments thereof.

“NYSE” means the New York Stock Exchange.

“Organizational Document” means, with respect to any entity, the legal organizational and governing documents of suchentity, including the certificate of incorporation, certificate of formation, certificate of limited partnership, bylaws, limited liabilitycompany agreement, operating agreement, agreement of limited partnership or shareholders’ agreement, in each case, as currently ineffect.

“Parties” and “Party” have the meaning set forth in the preamble.

“Permit” means permits, licenses, certificates, orders, approvals, authorization, grants, consents, concessions, warrants,franchises and similar rights and privileges.

“Permitted Lien” means:

(a) inchoate liens and charges imposed by law (including with respect to Taxes), Taxes, assessments, obligations underworkers’ compensation, unemployment insurance or other social welfare legislation or other requirements, charges or levies of anyGovernmental Authority, in each case not yet delinquent and that will be paid by each of Wholesale and Transport, as applicable, inthe ordinary course of business, or the validity or amount of which is being contested in good faith by Wholesale or Transport,provided, that such contesting entity shall be responsible for, and shall promptly pay when due, including any interest and penalties,all amounts finally determined to be owed that are the subject of such contest;

(b) easements, servitudes, leases, rightsofway and other rights, exceptions, reservations, conditions, limitations, covenantsand other restrictions or encumbrances that are recorded in the public records or reflected on the final survey, and in all cases that donot materially interfere with or impact WRS’s intended use of the Wholesale Assets or the Transport Assets;

(c) any liens consisting of (A) statutory landlord’s liens under leases which Wholesale or Transport is a party or other lienson leased property reserved in leases thereof for rent or for compliance with the terms of such leases, (B) rights reserved to or vestedin any Governmental Authority to control or regulate any property of Wholesale or Transport or to limit the use of such property inany manner which does not materially impair the use of such property, (C) obligations or duties to any Governmental Authority withrespect to any franchise, grant, license, lease or permit and the rights reserved or vested in any Governmental Authority to terminateany such franchise, grant, license, lease or permit or to condemn or expropriate any property, or (D) zoning or other land use orEnvironmental Laws and ordinances of any Governmental Authority, in each case that arise in the ordinary course of business andthat do not interfere with the ordinary conduct of the

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business by Wholesale or Transport at such property; provided, that such Party shall be responsible for, and shall promptly pay whendue, including any interest and penalties, all amounts finally determined to be owed that are the subject of such contest; and

(d) liens of carriers, warehousemen, mechanics, laborers and materialmen and similar charges that arise in the ordinarycourse of business, and that are either not filed of record and not delinquent or that are filed of record but are being contested in goodfaith by Wholesale or Transport; provided, that such Party shall be responsible for, and shall promptly pay when due, including anyinterest and penalties, all amounts finally determined to be owed that are the subject of such contest.

“Person” means any natural person, corporation, general partnership, limited partnership, limited liability company,unlimited liability corporation, proprietorship, other business organization, trust, union, association or Governmental Authority.

“Plan” means, whether written or oral, each “employee benefit plan” within the meaning of Section 3(3) of ERISA(including “multiemployer plans” within the meaning of Section 3(37) of ERISA) (whether or not subject to ERISA) and any and allemployment, deferred compensation, change in control, severance, termination, loan, employee benefit, retention, bonus, pension,profit sharing, savings, retirement, welfare, incentive compensation, stock or equity-based compensation, stock purchase, stockappreciation, collective bargaining, fringe benefit, vacation, paid time off, sick leave or other similar agreements, plans, programs,policies, understandings or arrangements.

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date.

“Pre-Closing Tax Return” has the meaning set forth in Section 7.2(b).

“Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying,discharging, migrating, injecting, escaping, leaching, dumping or disposing of any Hazardous Substance into the environment.

“Sale Proceeds” means the aggregate value of all consideration (cash and non-cash) received or deemed to be received byWRS or its Affiliates, solely with respect to the Transport Business and/or the Wholesale Business, in respect of a Trigger Event.

“Straddle Period” means any Tax period beginning on or before and ending after the Closing Date.

“Straddle Tax Return” has the meaning set forth in Section 7.2(c).

“Subsidiary” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of sharesentitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of suchcorporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Personor a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at thedate of determination, a general or limited partner of such partnership, but only if more than 50% of the general partner interests ofsuch partnership is owned,

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directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combinationthereof; or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more subsidiaries of suchPerson, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or(ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

“Supply Payment” has the meaning set forth in Section 7.4.

“Tax” means (i) any and all federal, state, provincial, county, local or foreign taxes or levies of any kind and any and allother like assessments, customs, duties, imposts, charges or fees, including income, gross receipts, ad valorem, value added, excise,real property, personal property, escheat, asset, sales, use, franchise, license, payroll, transaction, capital, capital gains, net worth,withholding, estimated, social security, utility, workers’ compensation, severance, disability, wage, employment, production,unemployment compensation, occupation, premium, windfall profits, transfer, gains, alternative or add-on minimum, stamp,documentary, recapture, business license, business organization, environmental, profits, lease, or other taxes or other chargesimposed by or on behalf or payable to any Governmental Authority including tax liabilities arising under Treasury RegulationSection 1.1502-6 and any similar provisions from federal, state, local or foreign applicable law, together with any interest, fines,penalties, assessments, or additions resulting from, attributable to, or incurred in connection with any of the foregoing (whether ornot disputed) and (ii) any transferee or other secondary or non-primary liability or other obligations with respect to any item inclause (i) above, whether such liability or obligation arises by assumption, operation of law, contract, indemnity, guarantee, as asuccessor or otherwise.

“Tax Refund” has the meaning set forth in Section 7.2(e).

“Tax Return” means any report, statement, form, return or other document or information required to be supplied to aGovernmental Authority having jurisdiction over the payment or reporting of any Tax.

“Tax Proceeding” means any action, audit, litigation or other proceeding for assessment or collection of Taxes.

“Third Party Claim” has the meaning set forth in Exhibit 1.

“Transaction Taxes” has the meaning set forth in Section 7.2(a).

“Transport” has the meaning set forth in the recitals.

“Transport Membership Interests” has the meaning set forth in the recitals.

“Transfer” has the meaning set forth in Section 2.1

“Transport Assets” has the meaning set forth in Section 5.9.

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“Transport Business” means the business of truck transportation of crude oil, fuels and other petroleum products, includingwithout limitation, asphalt.

“Transport Material Contract” means any Contract material to Transport or to the ownership and operations of theTransport Business or the ownership, use or operation of the Transport Assets.

“Trigger Event” means any transaction or series of transactions (regardless of the structure or form of such transaction orseries of transactions) by WRS or any of its Affiliates with a third party that directly or indirectly involves the sale, transfer ormonetization by WRS or any of its Affiliates with respect to all or a substantial portion of the Membership Interests, the WholesaleBusiness or the Transport Business, including the entering into any contract, agreement or arrangement in respect of any of theforegoing; provided, however, that a Trigger Event will not be deemed to have occurred if the value attributable to the MembershipInterests, the Wholesale Business or the Transport Business, or any portion thereof, is not a material portion of the considerationreceived by WRS or its Affiliates in connection with any transaction that would otherwise be deemed a Trigger Event. For avoidanceof doubt, a Trigger Event shall not include the inclusion of Membership Interests, the Wholesale Business, the Transport Business orany portion thereof, as part of internal reorganizations or spin-off transaction in accordance with Code Section 355 or similartransactions. As used herein, “substantial portion” means eighty percent (80%) or more.

“Wholesale” has the meaning set forth in the recitals.

“Wholesale Assets” has the meaning set forth in Section 5.9.

“Wholesale Business” means the business of distribution of petroleum products to distributors, retailers and end users.

“Wholesale Material Contract” means any Contract material to Wholesale or to the ownership and operations of theWholesale Business or the ownership, use or operation of the Wholesale Assets.

“Wholesale Membership Interests” has the meaning set forth in the recitals.

“WRS” has the meaning set forth in the preamble.

“WRS Indemnitee” has the meaning set forth in Section 4.1.

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Exhibit 1

(a) If any third party institutes any legal proceedings or asserts any claim or demand in respect of which indemnification isavailable under Section 4.1 or Section 4.2 of this Agreement, as applicable (a “Third Party Claim”), the Indemnified Party shallpromptly give written notice of the assertion of the Third Party Claim to the Indemnifying Party; provided, however, that failure ofthe Indemnified Party to so notify the Indemnifying Party shall not release, waive or otherwise affect the Indemnifying Party’sobligations with respect to such claim, except to the extent the Indemnifying Party is prejudiced by such failure.

(b) Subject to the provisions of this Exhibit 1, the Indemnifying Party shall have the right, at its sole expense, to berepresented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against,negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses with respect to which it is subject to anindemnification obligation under this Agreement; provided that, in order to defend against, negotiate, settle or otherwise deal withany such Third Party Claim, the Indemnifying Party must first acknowledge in writing to the Indemnified Party its unqualifiedobligation to indemnify the Indemnified Party under this Agreement and provide to the Indemnified Party reasonable evidence thatthe Indemnifying Party has reasonably sufficient financial resources to enable it to fulfill its obligations under Article IV and thisExhibit 1. Notwithstanding the immediately preceding sentence, the Indemnifying Party shall not have the right to defend against,negotiate, settle or otherwise deal with any Third Party Claim:

(i) if the Indemnified Party reasonably and in good faith believes that the Third Party Claim would reasonably belikely to be materially detrimental to the reputation, customer or supplier relations or future business prospects of theIndemnified Party or any of its Affiliates;

(ii) unless the Third Party Claim is solely for monetary damages (except where any non-monetary relief beingsought is merely incidental to a primary claim for monetary damages on the part of the Indemnified Party);

(iii) if the Third Party Claim involves criminal allegations; or

(iv) if the Indemnifying Party fails to prosecute or defend, actively and diligently, the Third Party Claim.

(c) If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim, it shallwithin five (5) days of the Indemnified Party’s written notice of the assertion of such Third Party Claim (or sooner if the nature ofthe Third Party Claim so requires) notify the Indemnified Party of its intent to do so; provided that the Indemnifying Party mustconduct its defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard. If theIndemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim; fails to notify theIndemnified Party of its election timely as provided in this Agreement; or contests its obligation to indemnify the Indemnified

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Party for Losses relating to such Third Party Claim under this Agreement, then the Indemnified Party may defend against, negotiate,settle or otherwise deal with such Third Party Claim. If the Indemnified Party defends any Third Party Claim, then the IndemnifyingParty shall reimburse the Indemnified Party for the expenses of defending such Third Party Claim upon submission of periodic bills.If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party may participate, at his or its ownexpense, in the defense of such Third Party Claim; provided, however, that such Indemnified Party shall be entitled to participate inany such defense with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party toparticipate or (ii) in the reasonable opinion of counsel to the Indemnified Party a conflict or potential conflict exists between theIndemnified Party and the Indemnifying Party that would make such separate representation advisable. Each party shall providereasonable access to each other party to such documents and information as may reasonably be requested in connection with thedefense, negotiation or settlement of any Third Party Claim; provided, however, that nothing in this Agreement shall require anyparty to disclose any documents, materials or other information that is subject to attorney-client privilege. Notwithstanding anythingin this Exhibit 1 to the contrary, the Indemnifying Party shall not enter into any settlement of any Third Party Claim without thewritten consent of the Indemnified Party if such settlement (i) would create any liability of the Indemnified Party for which theIndemnified Party is not entitled to indemnification under this Agreement, (ii) would provide for any injunctive relief or other non-monetary obligation affecting the Indemnified Party, or (iii) does not include an unconditional release of the Indemnified Party fromall liability and obligation in respect of the Third Party Claim.

(d) After any final decision, judgment or award is rendered by a Governmental Authority of competent jurisdiction and theexpiration of the time in which to appeal therefrom, or a settlement is consummated, or the Indemnified Party and the IndemnifyingParty have arrived at a mutually binding agreement, in each case with respect to a Third Party Claim, the Indemnified Party shallforward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement withrespect to such matter, and the Indemnifying Party shall pay all of such remaining sums so due and owing to the Indemnified Partyby wire transfer of immediately available funds within five (5) business days after the date of such notice.

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Exhibit 2

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “Agreement”) is entered into as of July 31, 2020, by and betweenWestern Refining Southwest, Inc., an Arizona corporation (“WRS”), and MPLX, a Delaware limited partnership (“MPLX”),pursuant to that certain Redemption Agreement, dated July 31, 2020, to which WRS and MPLX are parties (the “RedemptionAgreement”). Capitalized terms used and not defined herein have the meanings given to such terms in the Redemption Agreement.

In accordance with Section 2.1 of the Redemption Agreement, for good and valuable consideration, the receipt andsufficiency of which is acknowledged, MPLX hereby assigns, transfers, conveys and delivers the Wholesale Membership Interests toWRS, free and clear of all Liens other than as set forth in the Organizational Documents of Wholesale and other than restrictions ontransfer under applicable federal and state securities laws, and WRS hereby unconditionally and absolutely acquires, accepts andassumes from MPLX the Wholesale Membership Interests.

Notwithstanding anything herein to the contrary, nothing herein shall in any way vary the covenants, agreements,representations and warranties of any of the Parties set forth in the Redemption Agreement. If there is a conflict between theprovisions of the Redemption Agreement and the provisions of this Agreement, the provisions of the Redemption Agreement shallcontrol.

This Agreement shall be binding upon, inure to the benefit of, and be enforceable by MPLX, WRS and their respectivesuccessors and assigns. This Agreement may not be amended except by an instrument in writing authorized and signed by MPLXand WRS.

In Witness Whereof, the parties hereto have executed this Agreement as of the date set forth above.

MPLX LPBy: MPLX GP LLC, its General Partner

WESTERN REFINING SOUTHWEST, INC.

By: By:

Name: Pamela K.M. Beall Name: Donald C. TemplinTitle: Executive Vice President and Chief Financial

Officer Title: Vice President

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Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OFTHE SARBANES-OXLEY ACT OF 2002

I, Michael J. Hennigan, certify that:

1. I have reviewed this report on Form 10-Q of MPLX LP;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controlover financial reporting.

Date: August 3, 2020 /s/ Michael J. Hennigan Michael J. Hennigan

Chairman of the Board, President and Chief Executive Officer of MPLX GPLLC (the general partner of MPLX LP)

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OFTHE SARBANES-OXLEY ACT OF 2002

I, Pamela K.M. Beall, certify that:

1. I have reviewed this report on Form 10-Q of MPLX LP;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controlover financial reporting.

Date: August 3, 2020 /s/ Pamela K.M. Beall Pamela K.M. Beall

Director, Executive Vice President and Chief Financial Officer of MPLX GPLLC (the general partner of MPLX LP)

Exhibit 32.1

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MPLX LP (the “Partnership”) on Form 10-Q for the quarterly period ended June 30, 2020 as filed with the Securitiesand Exchange Commission on the date hereof (the “Report”), I, Michael J. Hennigan, Chairman of the Board, President and Chief Executive Officer of MPLX GPLLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the bestof my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date: August 3, 2020

/s/ Michael J. Hennigan Michael J. Hennigan Chairman of the Board, President and Chief Executive Officer of MPLX GPLLC (the general partner of MPLX LP)

Exhibit 32.2

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MPLX LP (the “Partnership”) on Form 10-Q for the quarterly period ended June 30, 2020 as filed with the Securitiesand Exchange Commission on the date hereof (the “Report”), I, Pamela K.M. Beall, Director, Executive Vice President and Chief Financial Officer of MPLX GPLLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the bestof my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date: August 3, 2020

/s/ Pamela K.M. Beall Pamela K.M. Beall Director, Executive Vice President and Chief Financial Officer of MPLX GPLLC (the general partner of MPLX LP)

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