Management's Discussion and Analysis of Financial Condition and Results of
Operations should also be read in conjunction with the unaudited consolidated
financial statements and accompanying footnotes included under Item 1. Financial
Statements and in conjunction with our Annual Report on Form 10-K for the year
ended December 31, 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 and
Qualitative Disclosures about Market Risk, includes forward-looking statements
that are subject to risks, contingencies or uncertainties. You can identify
forward-looking statements by words such as "anticipate," "believe,"
"commitment," "could," "design," "estimate," "expect," "forecast," "goal,"
"guidance," "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 and
assumptions that we cannot predict. Material differences between actual results
and any future performance suggested in our forward-looking statements could
result from a variety of factors, including the following:

• the effects of the recent 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, cash position, taxes, the price of our securities and
      trading markets with respect thereto, our ability to access capital
      markets, and the global economy and financial 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

commercially reasonable terms, and the ability to successfully execute

business plans, growth strategies and self-funding models; and

• 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,

including the dropdowns completed by MPC, 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 "Item 1A. Risk Factors"
below, together with the risk factors described in our Annual Report on Form
10-K for the year ended December 31, 2019. We undertake no obligation to update
any forward-looking statements except to the extent required by applicable law.

MPLX OVERVIEW



We are a diversified, large-cap MLP formed by MPC, that owns and operates
midstream energy infrastructure and logistics assets, and provides fuels
distribution services. We are engaged in the transportation, storage and
distribution of crude oil and refined petroleum products; the gathering,
processing and transportation of natural gas; and the gathering, transportation,
fractionation, storage and marketing of NGLs. Our operations are conducted in
our Logistics and Storage and Gathering 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 DCF
attributable to GP and LP unitholders for the three months ended March 31, 2020
and March 31, 2019 are shown in the chart below. These results include the
recast of ANDX financial information into MPLX's financial information as a
result of the Merger. See the Non-GAAP Financial Information section below for
the definitions of Adjusted EBITDA and DCF and the Results of Operations section
for further details regarding changes in these metrics.
                           [[Image Removed: roo.jpg]]

(1) Q1 2020 includes impairment related to equity method investments of

approximately $1.3 billion within our G&P operating segment.

(2) Q1 2020 includes impairment related to equity method investments of

approximately $1.3 billion, goodwill impairment of approximately $1.8 billion

and long-lived asset impairments of approximately $0.3 billion, all within

our G&P operating segment.

(3) Q1 2019 includes Adjusted EBITDA attributable to Predecessor and portion of

DCF adjustments attributable to Predecessor.

Other Highlights

• Recognized approximately $3.4 billion of impairments during the quarter


       related to goodwill, equity method investments and long-lived assets
       (including intangibles).

• MPC announced the unanimous decision of its board of directors to maintain

MPC's current midstream structure, with MPC remaining the general partner

of MPLX. This was a result of a comprehensive evaluation by a special

committee formed by MPC's board of directors, which included extensive


       input from multiple external advisors and significant feedback from
       investors.

• MPLX continues to focus on portfolio optimization, which could include


       asset divestitures.



RECENT DEVELOPMENTS

• Announced plans to reduce 2020 capital spending to approximately $1.0

billion and expect to reduce forecasted annual operating expenses by

approximately $200 million. Reduction in capital spending is primarily

related to the BANGL project which is no longer being pursued as the

company works with others to optimize existing pipeline capacity while

continuing to meet producers' needs for flow assurance and future growth.

The reduction in operating expenses will be achieved through the deferral

of certain expense projects.

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






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CURRENT ECONOMIC ENVIRONMENT



The recent outbreak of COVID-19 and its development into a pandemic in March
2020 has resulted in significant economic disruption globally. Actions taken by
various governmental authorities, individuals and companies around the world to
prevent the spread of COVID-19 through social distancing have restricted travel,
many business operations, public gatherings and the overall level of individual
movement and in-person interaction across the globe. This has significantly
reduced global economic activity and resulted in a decline in the demand for
products for which we provide midstream services. Macroeconomic conditions and
global geopolitical 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





Many uncertainties remain with respect to COVID-19, including its resulting
economic effects, and we are unable to predict the ultimate economic impacts
from COVID-19 and how quickly national economies can recover once the pandemic
ultimately subsides. However, the adverse impact will likely continue to have an
impact on our business and our customers' businesses. We believe we have
proactively addressed many of the known impacts of COVID-19 to the extent
possible and 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 operating
results and profitability and include the non-GAAP financial measures of
Adjusted EBITDA and DCF. The amount of Adjusted EBITDA and DCF generated is
considered by the board of directors of our general partner in approving MPLX's
cash distributions.

We define Adjusted EBITDA as net income adjusted for: (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 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 EBITDA adjusted for: (i) deferred revenue impacts; (ii) net interest
and other financial costs; (iii) maintenance capital expenditures; (iv) equity
method investment capital expenditures paid out; and (v) other non-cash items.
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 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 of
operations. The GAAP measures most directly comparable to Adjusted EBITDA and
DCF are net income and net cash provided by operating activities. Adjusted
EBITDA and DCF should not be considered alternatives to GAAP net income or net
cash provided by operating activities. Adjusted EBITDA and DCF have important
limitations as analytical tools because they exclude some but not all items that
affect net income and net cash provided by operating activities or any other
measure of financial performance or liquidity presented in accordance with GAAP.
Adjusted EBITDA and DCF should not be considered in isolation or as substitutes
for analysis of our results as reported under GAAP. Additionally, because
Adjusted EBITDA and DCF may be defined differently by other companies in our
industry, our definitions of Adjusted EBITDA and DCF may not be comparable to
similarly titled measures of other companies, thereby diminishing their utility.
For a reconciliation of Adjusted EBITDA and DCF to their most directly
comparable measures calculated and presented in accordance with GAAP, see
Results of Operations.

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


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COMPARABILITY OF OUR FINANCIAL RESULTS

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

RESULTS OF OPERATIONS



The following tables and discussion are a summary of our results of operations
for the three months ended March 31, 2020 and 2019, including a reconciliation
of Adjusted EBITDA and DCF from "Net income" and "Net cash provided by operating
activities," the most directly comparable GAAP financial measures. Prior period
financial information has been retrospectively adjusted for common control
transactions.
                                                      Three Months Ended March 31,
(In millions)                                    2020               2019           Variance

Total revenues and other income(1) $ 992 $ 2,235

$     (1,243 )
Costs and expenses:
Cost of revenues (excludes items below)              368                339               29
Purchased product costs                              135                194              (59 )
Rental cost of sales                                  35                 37               (2 )
Rental cost of sales - related parties                46                 43                3
Purchases - related parties                          276                278               (2 )
Depreciation and amortization                        325                301               24
Impairment expense                                 2,165                  -            2,165
General and administrative expenses                   97                101               (4 )
Other taxes                                           31                 30                1
Total costs and expenses                           3,478              1,323            2,155
Income/(loss) from operations                     (2,486 )              912           (3,398 )
Related party interest and other financial
costs                                                  3                  1                2
Interest expense, net of amounts
capitalized                                          211                214               (3 )
Other financial costs                                 16                  9                7
Income/(loss) before income taxes                 (2,716 )              688           (3,404 )
(Benefit)/provision for income taxes                   -                 (1 )              1
Net income/(loss)                                 (2,716 )              689           (3,405 )
Less: Net income attributable to
noncontrolling interests                               8                  6                2
Less: Net income attributable to
Predecessor                                            -                180             (180 )
Net income/(loss) attributable to MPLX LP         (2,724 )              503 

(3,227 )



Adjusted EBITDA attributable to MPLX LP
(excluding Predecessor results)(2)                 1,294                930              364
Adjusted EBITDA attributable to MPLX LP
(including Predecessor results)(3)                   N/A              1,263              N/A
DCF attributable to GP and LP unitholders
(including Predecessor results)(3)         $       1,047       $        991

$ 56

(1) Includes impairment expense of approximately $1.3 billion related to three

equity method investments in 2020.

(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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                                                       Three Months Ended March 31,
(In millions)                                    2020               2019            Variance
Reconciliation of Adjusted EBITDA
attributable to MPLX LP and DCF
attributable to GP and LP unitholders from
Net income:
Net income                                 $      (2,716 )     $         689     $     (3,405 )
Provision for income taxes                             -                  (1 )              1
Amortization of deferred financing costs              14                   7                7
Net interest and other financial costs               216                 217               (1 )
Income from operations                            (2,486 )               912           (3,398 )
Depreciation and amortization                        325                 301               24
Non-cash equity-based compensation                     5                   7               (2 )
Impairment expense                                 2,165                   -            2,165
Loss (Income) from equity method
investments                                        1,184                 (77 )          1,261
Distributions/adjustments related to
equity method investments                            124                 122                2
Unrealized derivative (gains)/losses(1)              (15 )                 4              (19 )
Acquisition costs                                      -                   1               (1 )
Other                                                  1                   -                1
Adjusted EBITDA                                    1,303               1,270               33
Adjusted EBITDA attributable to
noncontrolling interests                              (9 )                (7 )             (2 )
Adjusted EBITDA attributable to
Predecessor(2)                                         -                (333 )            333
Adjusted EBITDA attributable to MPLX LP(3)         1,294                 930              364
Deferred revenue impacts                              23                   9               14
Net interest and other financial costs              (216 )              (217 )              1
Maintenance capital expenditures                     (34 )               (37 )              3
Maintenance capital expenditures
reimbursements                                        14                   7                7
Equity method investment capital
expenditures paid out                                 (7 )                (4 )             (3 )
Other                                                  4                   -                4
Portion of DCF adjustments attributable to
Predecessor(2)                                         -                  69              (69 )
DCF                                                1,078                 757              321
Preferred unit distributions                         (31 )               (30 )             (1 )
DCF attributable to GP and LP unitholders          1,047                 727              320
Adjusted EBITDA attributable to
Predecessor(2)                                         -                 333             (333 )
Portion of DCF adjustments attributable to
Predecessor(2)                                         -                 (69 )             69
DCF attributable to GP and LP unitholders
(including Predecessor results)            $       1,047       $         

991 $ 56

(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

or loss 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 to the acquisition date.

(3) For the three months ended March 31, 2020, the L&S and G&P segments made up

$872 million and $422 million of Adjusted EBITDA attributable to MPLX LP,

respectively. For the three months ended March 31, 2019, the L&S and G&P


    segments made up $559 million and $371 million of Adjusted EBITDA
    attributable to MPLX LP, respectively.



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                                                       Three Months Ended March 31,
(In millions)                                    2020               2019            Variance
Reconciliation of Adjusted EBITDA
attributable to MPLX LP and DCF
attributable to GP and LP unitholders from
Net cash provided by operating activities:
Net cash provided by operating activities  $       1,009       $         853     $         156
Changes in working capital items                     112                 196               (84 )
All other, net                                       (30 )               (15 )             (15 )
Non-cash equity-based compensation                     5                   7                (2 )
Net gain/(loss) on disposal of assets                  -                  (1 )               1
Net interest and other financial costs               216                 217                (1 )
Current income taxes                                   -                   1                (1 )
Unrealized derivative (gains)/losses(1)              (15 )                 4               (19 )
Acquisition costs                                      -                   1                (1 )
Other adjustments to equity method
investment distributions                               5                   7                (2 )
Other                                                  1                   -                 1
Adjusted EBITDA                                    1,303               1,270                33
Adjusted EBITDA attributable to
noncontrolling interests                              (9 )                (7 )              (2 )
Adjusted EBITDA attributable to
Predecessor(2)                                         -                (333 )             333
Adjusted EBITDA attributable to MPLX LP(3)         1,294                 930               364
Deferred revenue impacts                              23                   9                14
Net interest and other financial costs              (216 )              (217 )               1
Maintenance capital expenditures                     (34 )               (37 )               3
Maintenance capital expenditures
reimbursements                                        14                   7                 7
Equity method investment capital
expenditures paid out                                 (7 )                (4 )              (3 )
Other                                                  4                   -                 4
Portion of DCF adjustments attributable to
Predecessor(2)                                         -                  69               (69 )
DCF                                                1,078                 757               321
Preferred unit distributions                         (31 )               (30 )              (1 )
DCF attributable to GP and LP unitholders          1,047                 727               320
Adjusted EBITDA attributable to
Predecessor(2)                                         -                 333              (333 )
Portion of DCF adjustments attributable to
Predecessor(2)                                         -                 (69 )              69
DCF attributable to GP and LP unitholders
(including Predecessor results)            $       1,047       $         

991 $ 56

(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

or loss 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 to the acquisition date.

(3) For the three months ended March 31, 2020, the L&S and G&P segments made up

$872 million and $422 million of Adjusted EBITDA attributable to MPLX LP,

respectively. For the three months ended March 31, 2019, the L&S and G&P


    segments made up $559 million and $371 million of Adjusted EBITDA
    attributable to MPLX LP, respectively.


Three months ended March 31, 2020 compared to three months ended March 31, 2019



Total revenues and other income decreased $1,243 million in the first quarter of
2020 compared to the same period of 2019. The large decrease was driven by our
ownership in MarkWest Utica EMG, L.L.C. ("Markwest Utica EMG"), our indirect
ownership in Ohio Gathering Company, L.L.C. through our investment of MarkWest
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 of 2020
in the amount of $1,264 million. The remaining increase of $21 million was
primarily due to a $32 million increase in pipeline transportation volumes,
prices and fees; $5 million from increased fees and shell capacity from Refining
Logistics; a $13 million increase from additional marine vessels; $5 million
from decreased expenses on the Explorer pipeline; and $38 million

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from higher fees as a result of higher volumes in the Marcellus, Southwest,
Bakken and Rockies. These increases were partially offset by a decrease of $71
million due to lower prices, primarily in the Southwest, Southern Appalachia and
Marcellus.

Cost of Revenues increased $29 million in the first quarter of 2020 compared to
the same period of 2019, primarily due to higher project-related costs, which
include repairs, maintenance and operating cost, in the L&S segment as well as
in the Marcellus region within the G&P segment. These were partially offset by
lower repairs, maintenance and operating costs in the Southwest, Southern
Appalachia and Rockies regions in the G&P segment and lower miscellaneous costs
and expenses within the L&S segment.

Purchased product costs decreased $59 million in the first quarter of 2020
compared to the same period of 2019. This was primarily due to lower prices of
$46 million in the Southwest and Southern Appalachia, partially offset by higher
volumes of $6 million in the Southwest. In addition, there was a decrease of $18
million in unrealized derivative gains from prior year.

Depreciation and amortization expense increased $24 million in the first quarter
of 2020 compared to the same period of 2019, primarily due to additions to
in-service property, plant and equipment throughout 2019 and the first three
months of 2020 as well as accelerated depreciation of certain gathering assets,
partially offset by a decrease due to the classification of certain assets as a
sales-type lease.

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

Net interest expense and other financial costs increased $6 million in the first
quarter of 2020 compared to the same period of 2019. The increase is primarily
related to costs associated with debt facilities that were entered into during
the second half of 2019

SEGMENT RESULTS

We classify our business in the following reportable segments: L&S and G&P.
Segment Adjusted EBITDA represents Adjusted EBITDA attributable to the
reportable segments. Amounts included in net income and excluded from Segment
Adjusted EBITDA include: (i) depreciation and amortization; (ii)
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 to equity method investments; (x) unrealized derivative gains/(losses);
(xi) acquisition costs; (xii) noncontrolling interests; and (xiii) other
adjustments as deemed necessary. These items are either: (i) believed to be
non-recurring in nature; (ii) not believed to be allocable or controlled by the
segment; or (iii) are not tied to the operational performance of the segment.

The tables below present information about Segment Adjusted EBITDA for the reported segments for the three months ended March 31, 2020 and 2019. Prior period financial information has been retrospectively adjusted for common control transactions.




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L&S Segment


                    [[Image Removed: lssegmentresults.jpg]]

(1) Includes adjusted EBITDA attributable to Predecessor.




                                                       Three Months Ended March 31,
(In millions)                                    2020               2019            Variance
Service revenue                            $       1,004       $         889     $         115
Rental income                                        242                 335               (93 )
Product related revenue                               19                  15                 4
Income from equity method investments                 50                  45                 5
Other income                                          51                  12                39
Total segment revenues and other income            1,366               1,296                70
Cost of revenues                                     238                 226                12
Purchases - related parties                          199                 190                 9
Depreciation and amortization                        138                 126                12
General and administrative expenses                   52                  51                 1
Other taxes                                           16                  16                 -
Segment income from operations                       723                 687                36
Depreciation and amortization                        138                 126                12
Income from equity method investments                (50 )               (45 )              (5 )
Distributions/adjustments related to
equity method investments                             57                  54                 3
Acquisition costs                                      -                   1                (1 )
Non-cash equity-based compensation                     3                   5                (2 )
Other                                                  1                   -                 1
Adjusted EBITDA attributable to
Predecessor                                            -                (269 )             269
Segment adjusted EBITDA(1)                           872                 559               313

Capital expenditures                                 184                 198               (14 )

Investments in unconsolidated affiliates $ 54 $ 7 $ 47

(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.


Three months ended March 31, 2020 compared to three months ended March 31, 2019



Service revenue increased $115 million in the first quarter of 2020 compared to
the same period of 2019. This was primarily due to a $55 million increase due to
the classification of lease income between service revenue, rental income and
other income based on the nature of the contract; a $32 million increase in
pipeline transportation volumes, prices and fees; $5 million from increased fees
and shell capacity from Refining Logistics; a $13 million increase from
additional marine vessels; and $10 million from various immaterial items.


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Rental income decreased $93 million in the first quarter of 2020 compared to the
same period of 2019, primarily due to a net decrease of $93 million due to the
classification of lease income between service revenue, rental income and other
income based on the nature of the contract.

Income from equity method investments increased $5 million in the first quarter
of 2020 compared to the same period of 2019, primarily due to lower expenses on
the Explorer pipeline.

Other Income increased $39 million in the first quarter of 2020 compared to the
same period of 2019, primarily due to an increase of $38 million due to the
classification of lease income between service revenue, rental income and other
income based on the nature of the contract.

Cost of Revenues increased $12 million in the first quarter of 2020 compared to
the same period of 2019, primarily due to higher project-related costs partially
offset by lower other miscellaneous expenses.

Purchases - related parties increased $9 million in the first quarter of 2020
compared to the same period of 2019, primarily due to increased employee-related
costs and other miscellaneous expenses from MPC partially offset by higher
reimbursements from MPC for reimbursable projects.

Depreciation and amortization increased $12 million in the first quarter of 2020
compared to the same period of 2019, primarily due to additions to in-service
property, plant and equipment throughout 2019 and the first quarter of 2020
partially offset by a decrease due to the classification of certain assets as a
sales-type lease.

G&P Segment

                    [[Image Removed: gpsegmentresults.jpg]]

(1) Includes impairment of equity method investments of $1,264 million.




(2)    Includes impairment of goodwill of $1,814 million, long-lived assets
       including intangibles of $351 million and equity method investments of
       $1,264 million.

(3) Includes adjusted EBITDA attributable to Predecessor.






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                                                         Three Months Ended March 31,
(In millions)                                    2020                2019              Variance
Service revenue                            $         536       $         528       $            8
Rental income                                         88                  89                   (1 )
Product related revenue                              222                 276                  (54 )
(Loss)/income from equity method
investments                                       (1,234 )                32               (1,266 )
Other income                                          14                  14                    -
Total segment revenues and other
(loss)/income                                       (374 )               939               (1,313 )
Cost of revenues                                     211                 193                   18
Purchased product costs                              135                 194                  (59 )
Purchases - related parties                           77                  88                  (11 )
Depreciation and amortization                        187                 175                   12
Impairment expense                                 2,165                   -                2,165
General and administrative expenses                   45                  50                   (5 )
Other taxes                                           15                  14                    1
Segment (loss)/income from operations             (3,209 )               225               (3,434 )
Depreciation and amortization                        187                 175                   12
Impairment expense                                 2,165                   -                2,165
Loss/(income) from equity method
investments                                        1,234                 (32 )              1,266
Distributions/adjustments related to
equity method investments                             67                  68                   (1 )
Unrealized derivative (gains)/losses(1)              (15 )                 4                  (19 )
Non-cash equity-based compensation                     2                   2                    -
Adjusted EBITDA attributable to
Predecessor                                            -                 (64 )                 64
Adjusted EBITDA attributable to
noncontrolling interests                              (9 )                (7 )                 (2 )
Segment Adjusted EBITDA(2)                           422                 371                   51

Capital expenditures                                 134                 306                 (172 )

Investments in unconsolidated affiliates $ 37 $ 128 $ (91 )

(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

or loss of the contract is recorded.

(2) See the Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF


    attributable to GP and LP unitholders from Net income table for the
    reconciliation to the most directly comparable GAAP measure.


Three months ended March 31, 2020 compared to three months ended March 31, 2019



Service revenue increased $8 million in the first quarter of 2020 compared to
the same period of 2019. This was primarily due to higher fees from higher
volumes in the Marcellus, Southwest and Bakken of $30 million, offset by lower
volumes of $5 million in the Rockies as well as other miscellaneous decreases.

Product related revenue decreased $54 million in the first quarter of 2020
compared to the same period of 2019. This was primarily due to lower prices in
the Southwest, Southern Appalachia and Marcellus of approximately $71 million.
This was partially offset by $13 million of volume increases in the Southwest,
Marcellus, Bakken and Rockies as well as other miscellaneous increases.

Income from equity method investments decreased $1,266 million in the first
quarter of 2020 compared to the same period of 2019. The large decrease was
driven by our ownership in MarkWest Utica EMG, L.L.C. ("Markwest Utica EMG"),
our indirect ownership in Ohio Gathering Company, L.L.C. through our investment
of MarkWest 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
of 2020 in the amount of $1,264 million. Additionally, there was a decrease in
various joint ventures due to lower volumes processed and lower NGL prices
compared to the same period of 2019, offset by an increase in the Sherwood
Midstream LLC joint venture due to additional plants coming online during 2019.


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Cost of revenues increased $18 million in the first quarter of 2020 compared to
the same period of 2019. The majority of the increase is attributable to
aligning various 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 $59 million in the first quarter of 2020
compared to the same period of 2019. This was primarily due to lower prices of
$46 million in the Southwest and Southern Appalachia, partially offset by higher
costs from higher volumes of $6 million in the Southwest. In addition, there was
an increase of $18 million in unrealized derivative gains from prior year.

Purchases - related parties decreased $11 million in the first quarter of 2020 compared to the same period of 2019, with this decrease primarily being attributable to aligning various expenses as a result of the ANDX acquisition.



Depreciation and amortization increased $12 million in the first quarter of 2020
compared to the same period of 2019, with the majority of the increase being due
to additions to in-service property, plant and equipment throughout 2019 and the
first three months of 2020 as well as accelerated depreciation of certain
gathering assets.

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

General and Administrative expenses decreased $5 million in the first quarter of 2020 compared to the same period of 2019, primarily due to lower employee related costs.

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
and refined 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
through the 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 by
various factors including variations in weather patterns from year to year. We
are able to manage the seasonality impacts through the execution of our
marketing strategy and via our storage capabilities. Overall, our exposure to
the seasonality fluctuations is declining due to our growth in fee-based
business.


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OPERATING DATA(1)


                  [[Image Removed: lspipelinethroughput.jpg]]
                                            Three Months Ended
                                                 March 31,
                                              2020            2019
L&S
Pipeline throughput (mbpd)
Crude oil pipelines                         3,210             3,105
Product pipelines                           1,905             1,897
Total pipelines                             5,115             5,002

Average tariff rates ($ per barrel)(2)
Crude oil pipelines                    $     0.93            $ 0.96
Product pipelines                            0.79              0.68
Total pipelines                        $     0.88            $ 0.85

Terminal throughput (mbpd)                  2,966             3,220

Marine Assets (number in operation)(3)
Barges                                        305               256
Towboats                                       23                23



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[[Image Removed: gathering.jpg]][[Image Removed: naturalgasprocessed.jpg]][[Image Removed: nglsfractionated.jpg]]
                                              Three Months Ended
                                                 March 31, 2020
                                       MPLX LP(4)       MPLX LP Operated(5)

G&P


Gathering Throughput (MMcf/d)
Marcellus Operations                   1,420                          1,420
Utica Operations                           -                          1,800
Southwest Operations                   1,557                          1,601
Bakken Operations                        156                            156
Rockies Operations                       592                            775
Total gathering throughput             3,725                          5,752

Natural Gas Processed (MMcf/d)
Marcellus Operations                   4,198                          5,522
Utica Operations                           -                            648
Southwest Operations                   1,648                          1,679
Southern Appalachian Operations          243                            243
Bakken Operations                        156                            156
Rockies Operations                       539                            539
Total natural gas processed            6,784                          8,787

C2 + NGLs Fractionated (mbpd)
Marcellus Operations(6)                  456                            456
Utica Operations(6)                        -                             34
Southwest Operations                      15                             15
Southern Appalachian Operations(7)        12                             12
Bakken Operations                         31                             31
Rockies Operations                         5                              5
Total C2 + NGLs fractionated(8)          519                            553



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  Table of Contents

                                              Three Months Ended
                                                 March 31, 2019
                                       MPLX LP(4)       MPLX LP Operated(5)
G&P
Gathering Throughput (MMcf/d)
Marcellus Operations                   1,282                          1,282
Utica Operations                           -                          2,109
Southwest Operations                   1,581                          1,581
Bakken Operations                        152                            152
Rockies Operations                       642                            827
Total gathering throughput             3,657                          5,951

Natural Gas Processed (MMcf/d)
Marcellus Operations                   4,152                          5,148
Utica Operations                           -                            817
Southwest Operations                   1,599                          1,599
Southern Appalachian Operations          235                            235
Bakken Operations                        152                            152
Rockies Operations                       570                            570
Total natural gas processed            6,708                          8,521

C2 + NGLs Fractionated (mbpd)
Marcellus Operations(6)                  420                            420
Utica Operations(6)                        -                             44
Southwest Operations                      17                             17
Southern Appalachian Operations(7)        13                             13
Bakken Operations                         16                             16
Rockies Operations                         4                              4
Total C2 + NGLs fractionated(8)          470                            514


                                        Three Months Ended
                                             March 31,
                                          2020            2019
Pricing Information
Natural Gas NYMEX HH ($ per MMBtu) $     1.87            $ 2.87
C2 + NGL Pricing ($ per gallon)(9) $     0.40            $ 0.62

(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 owned Hopedale Fractionation

Complex. Utica Operations includes MarkWest Utica EMG's portion utilized of

the jointly owned Hopedale Fractionation Complex. Additionally, Sherwood

Midstream 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 190 mbpd and 189 mbpd of total MPLX

Operated, fractionated products for the three months ended March 31, 2020 and

2019, respectively. Purity ethane makes up approximately 183 mbpd and 176

mbpd of total MPLX LP consolidated, fractionated products for the three

months ended March 31, 2020 and 2019, respectively.

(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 12 percent natural gasoline.




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LIQUIDITY AND CAPITAL RESOURCES

Cash Flows



Our cash and cash equivalents was $57 million at March 31, 2020 and $15 million
at December 31, 2019. The change in cash, cash equivalents and restricted cash
was due to the factors discussed below. Net cash provided by (used in) operating
activities, investing activities and financing activities were as follows:
                                    Three Months Ended March 31,
(In millions)                          2020                 2019
Net cash provided by (used in):
Operating activities            $         1,009         $       853
Investing activities                       (362 )              (700 )
Financing activities                       (605 )              (116 )
Total                           $            42         $        37



Net cash provided by operating activities increased $156 million in the first
three months of 2020 compared to the first three months of 2019, primarily due
to increased net income of $24 million, excluding impairments, as well as other
changes related to depreciation and amortization and changes in working capital
items.

Net cash used in investing activities decreased $338 million in the first three
months of 2020 compared to the first three months of 2019, primarily due to
decreased spending related to the capital budget, a return of capital from our
investment in Wink to Webster, decreased contributions to equity method
investments as well as cash received from the sale of certain assets.

Financing activities were a $605 million use of cash in the first three months
of 2020 compared to a $116 million use of cash in the first three months of
2019. The use of cash for the first three months of 2020 was primarily due to
distributions of $717 million to common unitholders, distributions of $20
million to Series A preferred unitholders, distributions of $21 million to
Series B preferred unitholders, distributions of $9 million to noncontrolling
interests, repayment of $575 million on the MPLX Credit Agreement, payments of
$6 million related to financing leases, and repayment of $2,261 million on the
MPC Loan Agreement. These uses of cash were offset by borrowings of $1,325
million on the revolving credit facility, $1,667 million on the MPC Loan
Agreement, and $14 million of contributions from MPC.

Debt and Liquidity Overview

Our outstanding borrowings at March 31, 2020 consist of the following: (In millions)

March 31, 2020
MPLX LP:
Bank revolving credit facility                     750
Term loan facility                               1,000
Floating rate senior notes                       2,000
Fixed rate senior notes                         16,887
Consolidated subsidiaries:
MarkWest                                            23
ANDX                                               190
Financing lease obligations                         14
Total                                           20,864
Unamortized debt issuance costs                   (103 )
Unamortized discount/premium                      (290 )
Amounts due within one year                         (4 )

Total long-term debt due after one year $ 20,467






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Our intention is to maintain an investment grade credit profile. As of April 23,
2020, the credit ratings on our senior unsecured debt were at or above
investment grade level as follows:
Rating Agency       Rating
Moody'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, in their 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 default that we consider to be usual and customary for an agreement of this
type. The financial covenant requires MPLX to maintain a ratio of Consolidated
Total Debt as of the end of each fiscal quarter to Consolidated EBITDA (both as
defined in the MPLX credit agreement) for the prior four fiscal quarters of no
greater than 5.0 to 1.0 (or 5.5 to 1.0 during the six-month period following
certain acquisitions). Consolidated EBITDA is subject to adjustments for certain
acquisitions completed and capital projects undertaken during the relevant
period. Other covenants restrict us and/or certain of our subsidiaries from
incurring debt, creating liens on assets and entering into transactions with
affiliates. As of March 31, 2020, we were in compliance with the covenants,
including the financial covenant with a ratio of Consolidated Total Debt to
Consolidated EBITDA of 3.8 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
payments solely in the event that our credit ratings are downgraded. However,
any downgrades in the credit ratings of our senior unsecured debt ratings to
below investment grade ratings could, among other things, increase the
applicable interest rates and other fees payable under the MPLX Credit Agreement
and the Term Loan Agreement and may limit our ability to obtain future
financing, including refinancing existing indebtedness.

Our liquidity totaled $4.3 billion at March 31, 2020 consisting of:


                                                                    March 31, 2020
                                                                                               Available
(In millions)                                Total Capacity      Outstanding Borrowings        Capacity
Bank revolving credit facility due 2024(1) $          3,500     $               (750 )      $       2,750
MPC Loan Agreement                                    1,500                        -                1,500
Total liquidity                            $          5,000     $               (750 )              4,250
Cash and cash equivalents                                                                              57
Total liquidity                                                                             $       4,307

(1) Outstanding borrowings include less than $1 million in letters of credit

outstanding under this facility.





We expect our ongoing sources of liquidity to include cash generated from
operations and borrowings under the MPC Loan Agreement, the MPLX Credit
Agreement and access to capital markets. We believe that cash generated from
these sources will be sufficient to meet our short-term and long-term funding
requirements, including working capital requirements, capital expenditure
requirements, contractual obligations, and quarterly cash distributions. MPC
manages our cash and cash equivalents on our behalf directly with third-party
institutions as part of the treasury services that it provides to us under our
omnibus agreement. From time to time, we may also consider utilizing other
sources of liquidity, including the formation of joint ventures or sales of
non-strategic assets.


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Equity and Preferred Units Overview

Common units



The table below summarizes the changes in the number of units outstanding
through March 31, 2020:
(In units)
Balance at December 31, 2019   1,058,355,471
Unit-based compensation awards       151,878
Balance at March 31, 2020      1,058,507,349



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 debt
and funding for acquisitions, working capital requirements and capital
expenditures. During the three months ended March 31, 2020, we issued no common
units under our ATM program. As of March 31, 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
extent we have sufficient cash from our operations after the establishment of
cash reserves and the payment of costs and expenses, including reimbursements of
expenses to our general partner. The amount of distributions paid under our
policy and the decision to make any distributions is determined by our general
partner, taking into consideration the terms of our partnership agreement. Such
minimum distribution would equate to $278 million per quarter, or $1,111 million
per year, based on the number of common units outstanding at March 31, 2020. On
April 28, 2020, we announced the board of directors of our general partner had
declared a distribution of $0.6875 per unit that will be paid on May 15, 2020 to
unitholders of record on May 8, 2020. This is consistent with the fourth quarter
2019 distribution of $0.6875 per unit and an increase of 4.6 percent over the
first quarter 2019 distribution. This rate will also be received by Series A
preferred unitholders. Although our partnership agreement requires that we
distribute all of our available cash each quarter, we do not otherwise have a
legal obligation to distribute any particular amount per common unit. Series B
preferred unitholders are entitled to receive a fixed distribution of $68.75 per
unit, per annum, payable semi-annually in arrears on February 15 and August 15,
or the first business day thereafter, up to and including February 15, 2023.
After February 15, 2023, the holders of Series B preferred units are entitled to
receive cumulative, quarterly distributions payable in arrears on the 15th day
of February, May, August and November of each year, or the first business day
thereafter, based on a floating annual rate equal to the three-month LIBOR plus
4.652 percent, in each case assuming a distribution is declared by the Board of
Directors. MPLX made a cash distribution to holders of the Series B preferred
unitholders in February 2020 for approximately $21 million.

The allocation of total quarterly cash distributions is as follows for the three
months ended March 31, 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 the distributions were earned.
                                                               Three Months Ended March 31,
(In millions)                                                     2020               2019
Distribution declared:
Limited partner units - public                              $           270     $        191
Limited partner units - MPC                                             458              332
Total LP distribution declared                                          728              523
Series A preferred units                                                 20               20
Series B preferred units                                                 11                -
Total distribution declared                                             759              543

Cash distributions declared per limited partner common unit $ 0.6875

$     0.6575




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Capital Expenditures



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

Our capital expenditures are shown in the table below:


                                                             Three Months Ended March 31,
(In millions)                                                  2020                  2019
Capital expenditures:
Maintenance                                             $           34         $           37
Maintenance reimbursements                                         (14 )                   (7 )
Growth                                                             284                    467
Growth reimbursements                                                -                     (5 )
Total capital expenditures                                         304                    492
Less: Increase (decrease) in capital accruals                      (61 )                  (71 )

Additions to property, plant and equipment, net of reimbursements(1)

                                                  365                    563
Investments in unconsolidated affiliates                            91                    135
Acquisitions                                                         -                     (1 )
Total capital expenditures and acquisitions                        456                    697
Less: Maintenance capital expenditures (including
reimbursements)                                                     20                     30
Acquisitions                                                         -                     (1 )
Total growth capital expenditures(2)                    $          436      

$ 668

(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 three months ended March 31, 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 joint

venture which is reflected in the investing section of our statement of cash

flows for the three months ended March 31, 2020.

Contractual Cash Obligations



As of March 31, 2020, our contractual cash obligations included long-term debt,
finance and operating lease obligations, purchase obligations for services and
to acquire property, plant and equipment, and other liabilities. During the
three months ended March 31, 2020, our third-party, long-term debt obligations
increased by $750 million and was primarily used to repay our MPC Loan
Agreement. There were no other material changes to these obligations outside the
ordinary course of business 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 though
such arrangements are not recorded as liabilities under U.S. GAAP. Our
off-balance sheet arrangements are limited to indemnities and guarantees that
are described in Note 21. Although these arrangements serve a variety of our
business purposes, we are not dependent on them to maintain our liquidity and
capital resources, and we are not aware of any circumstances that are reasonably
likely to cause the off-balance sheet arrangements to have a material adverse
effect on our liquidity and capital resources.


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TRANSACTIONS WITH RELATED PARTIES

At March 31, 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, and excluding losses for impairment of equity method investments, MPC
accounted for 55 percent and 53 percent of our total revenues and other income
for the first quarter of 2020 and 2019, respectively. We provide crude oil and
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, excluding impairment expense, MPC accounted for
29 percent and 29 percent for the first quarter of 2020 and 2019, respectively.
MPC performed certain services 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 ended
December 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 and
regulations. If these expenditures, as with all costs, are not ultimately
reflected in the prices of our products and services, our operating results will
be adversely affected. We believe that substantially all of our competitors must
comply with similar environmental laws and regulations. However, the specific
impact on each competitor may vary depending on a number of factors, including,
but not limited to, the age and location of its operating facilities.

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

CRITICAL ACCOUNTING ESTIMATES



As of March 31, 2020, there have been no significant changes to our critical
accounting estimates since our Annual Report on Form 10-K for the year ended
December 31, 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 using the expected present value of future cash flows method and
comparative market prices when appropriate. Significant judgment is involved in
performing these fair value 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, which include, among other things, industry-wide capacity, our
       planned utilization rate, end-user demand, capital expenditures and
       economic conditions as well as commodity prices. Such estimates are

consistent with those used in our planning 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 and

depend, 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 other factors 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 and

economic conditions, operational risk, regulatory risk and political risk.


       This discount rate is also compared to recent observable market
       transactions, if possible. A higher discount rate decreases the net
       present value of cash flows.



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




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Assumptions about the effects of COVID-19 and the macroeconomic environment are
inherently subjective and contingent upon the duration of the pandemic and its
impact on the macroeconomic environment, which is difficult to forecast. We base
our fair value estimates on projected financial information which we believe to
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 for
profitability, a significant reduction in pipeline throughput volumes, a
significant reduction in natural gas or NGL volumes processed, other changes to
contracts or changes 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 may not be recoverable based on the expected undiscounted future cash
flow of an asset group. For purposes of impairment evaluation, long-lived assets
must be grouped at the lowest level for which independent cash flows can be
identified, which is at least at the segment level and in some cases for similar
assets in the same geographic region where cash flows can be separately
identified. If the sum of the undiscounted cash flows is less than the carrying
value of an asset group, fair value is calculated, and the carrying value is
written down if greater than the calculated fair value.

During the first quarter of 2020, we identified an impairment trigger relating
to asset 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
quarter events and circumstances as discussed in Note 1 of the Notes to
Consolidated Financial Statements. The cash flows associated with these assets
were significantly impacted by volume declines reflecting decreased forecasted
producer customer production as a result of lower commodity prices. After
assessing each asset group within 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 the carrying 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. Fair
value of our PP&E was determined using a combination of an income and cost
approach. The income approach utilized significant assumptions including
management's best estimates of the expected future cash flows and the estimated
useful life of the asset group. The cost approach utilized assumptions for the
current replacement costs of similar assets adjusted for estimated depreciation
and deterioration of the existing equipment and economic obsolescence. The fair
value of the intangibles 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. Fair value
determinations require considerable judgment and are sensitive to changes in
underlying assumptions and factors. 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 accurate prediction 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 would more 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 goodwill impairment 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.
The "Current Economic Environment" section describes the effects that the recent
outbreak of COVID-19 and its development into a pandemic and the recent decline
in commodity prices have had on our business. Due to these developments, we
performed impairment assessments as discussed further below.

Prior to performing our goodwill impairment assessment as of March 31, 2020,
MPLX had goodwill totaling approximately $9,536 million. As part of that
assessment, MPLX recorded approximately $1,814 million of impairment expense in
the first quarter of 2020 related to our Eastern G&P reporting unit within the
G&P operating segment, which brought the amount of goodwill recorded within this
reporting unit to zero. The impairment was primarily driven by updated guidance
related to the slowing of drilling activity which has reduced production growth
forecasts from our producer customers. For the remaining reporting units with
goodwill, we determined that no significant adjustments to the carrying value of
goodwill were necessary. The interim impairment assessment resulted in the fair
value of the reporting units exceeding their carrying value by percentages
ranging from approximately 8.5 percent to 270.0 percent. The reporting unit
whose fair 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 operations which make up this reporting unit were acquired through the
merger with ANDX. MPC accounted for its October 1, 2018 acquisition of Andeavor
(including acquiring control of ANDX), using the acquisition method of
accounting, which required Andeavor assets and liabilities to be recorded by MPC
at the acquisition date 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 acquired and 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 the impairment test, the amount by which the fair
value exceeded the carrying value within this

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reporting unit is not unexpected. An increase of one percentage point to the
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 reporting
units had had fair values exceeding carrying values of less than 20 percent.
Significant assumptions used to estimate the reporting units' fair value
included estimates of future cash flows and market information for comparable
assets. Fair value determinations require considerable judgment and are
sensitive to changes in underlying assumptions and factors. As a result, there
can be no assurance that the 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 to Consolidated 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 loss
include 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 generate income 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 of a 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 than temporary impairment for three joint ventures
in which we have an interest. 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 Gathering Company, L.L.C. The fair value of the
investments was determined based upon applying the discounted cash flow method,
which is an income approach. The discounted cash flow fair value estimate is
based on known or knowable information at the interim measurement date. The
significant assumptions that were used to develop the estimate of the fair value
under the discounted cash flow method include management's best estimates of the
expected future cash flows, including prices and volumes, the weighted average
cost of capital and the long-term growth rate. Fair value determinations require
considerable judgment and are sensitive to changes in underlying assumptions and
factors. As such, the fair value of these equity method investments represents a
Level 3 measurement. As a result, there can 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. The impairment was recorded through "Income
from equity method investments." The impairments were largely due to a reduction
in forecasted volumes gathered and processed by the systems operated by the
joint ventures. At March 31, 2020 we had $3,992 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 and discount rates) that can materially affect our estimates. That is,
unfavorable adjustments to some of the above listed assumptions may be offset by
favorable adjustments in other assumptions. See Note 4 of the Notes to
Consolidated Financial Statements for additional information relating to equity
method investments.
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 adopted that are expected to have a material impact on our financial statements. Accounting standards are discussed in Note 2 of the Notes to Consolidated Financial Statements.

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