MPLX’s outstanding borrowings at December 31, 2019 and 2018 consisted of the following:



	December 31,
(In millions)	2019			2018
MPLX LP:
Bank revolving credit facility due 2024	$	—		$	—
Term loan facility due 2021	1,000			—
Floating rate senior notes due September 2021	1,000			—
Floating rate senior notes due September 2022	1,000			—
6.250% senior notes due October 2022	266			—
3.500% senior notes due December 2022	486			—
3.375% senior notes due March 2023	500			500
4.500% senior notes due July 2023	989			989
6.375% senior notes due May 2024	381			—
4.875% senior notes due December 2024	1,149			1,149
5.250% senior notes due January 2025	708			—
4.000% senior notes due February 2025	500			500
4.875% senior notes due June 2025	1,189			1,189
4.125% senior notes due March 2027	1,250			1,250
4.250% senior notes due December 2027	732			—
4.000% senior notes due March 2028	1,250			1,250
4.800% senior notes due February 2029	750			750
4.500% senior notes due April 2038	1,750			1,750
5.200% senior notes due March 2047	1,000			1,000
5.200% senior notes due December 2047	487			—
4.700% senior notes due April 2048	1,500			1,500
5.500% senior notes due February 2049	1,500			1,500
4.900% senior notes due April 2058	500			500
Consolidated subsidiaries:
MarkWest - 4.500% - 4.875% senior notes, due 2023-2025	23			23
ANDX - 3.500% - 6.375% senior notes, due 2019-2047	190			3,750
ANDX credit facilities	—			1,245
Financing lease obligations⁽¹⁾	19			21
Total	20,119			18,866
Unamortized debt issuance costs	(106		)	(97		)
Unamortized discount/premium	(300		)	(334		)
Amounts due within one year	(9		)	(513		)
Total long-term debt due after one year	$	19,704		$	17,922

Effective July 30, 2019, in connection with the closing of the Merger, MPLX amended and restated its existing revolving credit facility (the “MPLX Credit Agreement”) to, among other things, increase borrowing capacity to up to $3.5 billion, extend its term from July 2022 to July 2024, increase the letter of credit issuing capacity to $300 million and increase the swingline capacity to $150 million. The financial covenants and the interest rate terms contained in the new credit agreement are substantially the same as those contained in the previous bank revolving credit facility.

The borrowing capacity under the MPLX Credit Agreement may be increased by up to an additional $1 billion, subject to certain conditions, including the consent of lenders whose commitments would increase. In addition, the maturity date may be extended, for up to two additional one-year periods, subject to, among other conditions, the approval of lenders holding the majority of the commitments then outstanding, provided that the commitments of any non-consenting lenders will terminate on the then-effective maturity date. Borrowings under the MPLX Credit Agreement bear interest at either the Adjusted LIBOR or the Alternate Base Rate (as defined in the MPLX Credit Agreement), at our election, plus a specified margin. MPLX is charged various fees and expenses in connection with the agreement, including administrative agent fees, commitment fees on the unused portion of the facility and fees with respect to issued and outstanding letters of credit. The applicable margins to the benchmark interest rates and certain fees fluctuate based on the credit ratings in effect from time to time on MPLX’s long-term debt.

The MPLX Credit Agreement contains certain representations and warranties, affirmative and restrictive covenants and events of default that MPLX considers to be usual and customary for an agreement of this type, including a financial covenant that 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 for up to two fiscal quarters following certain acquisitions). Consolidated EBITDA is subject to adjustments for certain acquisitions and dispositions completed and capital projects undertaken during the relevant period. Other covenants restrict MPLX and/or certain of its subsidiaries from incurring debt, creating liens on our assets and entering into transactions with affiliates. As of December 31, 2019, MPLX was in compliance with the covenants contained in the MPLX Credit Agreement.

During the year ended December 31, 2019, MPLX borrowed $5,310 million under the MPLX Credit Agreement, at a weighted average interest rate of 3.547 percent, and repaid $5,310 million of these borrowings. At December 31, 2019, MPLX had no outstanding borrowings under the new facility and less than $1 million in letters of credit outstanding under this facility, resulting in total availability of $3.5 billion, or almost 100.0 percent of the borrowing capacity.

During the year ended December 31, 2018, MPLX borrowed $1,410 million under the MPLX Credit Agreement, at a weighted average interest rate of 3.464 percent, and repaid $1,915 million of these borrowings. At December 31, 2018, MPLX had no outstanding borrowings and $3 million in letters of credit outstanding under this facility, resulting in total availability of $2.2 billion, or 99.9 percent of the borrowing capacity.

Prior to the Merger, ANDX had revolving credit facilities (the “ANDX credit facilities”) totaling $2.1 billion in borrowing capacity which were set to mature January 29, 2021. The ANDX credit facilities were terminated upon closing of the Merger and repaid with borrowings under the MPLX revolving credit facility. During the year ended December 31, 2019, there were borrowings of $864 million under the ANDX credit facilities, at an average interest rate of 4.129 percent, and repayments of $2.1 billion.

On October 1, 2018, the date on which common control was established, there were outstanding borrowings on the ANDX credit facilities of $1.1 billion. From October 1, 2018 through December 31, 2018, ANDX borrowed $760 million at an average interest rate of 4.061 percent and repaid $635 million, resulting in a balance of $1.2 billion at December 31, 2018.

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) plus a 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 the Term Loan Agreement). The proceeds from borrowings under the Term Loan Agreement are to be used to fund the repayment of MPLX’s existing indebtedness and/or for general business purposes. Amounts borrowed under the Term Loan Agreement will be due and payable on September 26, 2021. As of December 31, 2019, MPLX had drawn $1.0 billion on the term loan at an average interest rate of 2.561 percent.

The Term Loan Agreement contains representations and warranties, affirmative and negative covenants and events of default that we consider to be customary for an agreement of this type and are substantially similar to those contained in the MPLX Credit Agreement, including a covenant that requires MPLX’s ratio of Consolidated Total Debt to Consolidated EBITDA (as both terms are defined in the Term Loan Agreement) for the four prior fiscal quarters not to exceed 5.0 to 1.0 as of the last day of each fiscal quarter (or during the six-month period following certain acquisitions, 5.5 to 1.0). Consolidated EBITDA is subject to adjustments for certain acquisitions completed and capital projects undertaken during the relevant period.

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 aggregate principal amount of notes due September 2021 and $1.0 billion aggregate principal amount of notes due September 2022 (collectively, the “Floating Rate Senior Notes”). 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. The net proceeds were used to repay MPLX’s existing indebtedness and/or for general business purposes. 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 0.9 percent per annum. The interest rate applicable to the floating rate senior notes due September 2022 is LIBOR plus 1.1 percent per annum.



Senior Notes		Interest payable semi-annually in arrears
6.250% senior notes due October 2022		April 15^th and October 15^th
3.500% senior notes due December 2022		June 1^st and December 1^st
3.375% senior notes due March 2023		March 15^th and September 15^th
4.500% senior notes due July 2023		January 15^th and July 15^th
6.375% senior notes due May 2024		May 1^st and November 1^st
4.875% senior notes due December 2024		June 1^st and December 1^st
5.250% senior notes due January 2025		January 15^th and July 15^th
4.000% senior notes due February 2025		February 15^th and August 15^th
4.875% senior notes due June 2025		June 1^st and December 1^st
4.125% senior notes due March 2027		March 1^st and September 1^st
4.250% senior notes due December 2027		June 1^st and December 1^st
4.000% senior notes due March 2028		March 15^th and September 15^th
4.800% senior notes due February 2029		February 15^th and August 15^th
4.500% senior notes due April 2038		April 15^th and October 15^th
5.200% senior notes due March 2047		March 1^st and September 1^st
5.200% senior notes due December 2047		June 1^st and December 1^st
4.700% senior notes due April 2048		April 15^th and October 15^th
5.500% senior notes due February 2049		February 15^th and August 15^th
4.900% senior notes due April 2058		April 15^th and October 15^th

In connection with the Merger, MPLX assumed ANDX’s outstanding senior notes, which had an aggregate principal amount of $3.75 billion, interest rates ranging from 3.5 percent to 6.375 percent and maturity dates ranging from 2019 to 2047. On September 23, 2019, $3.06 billion aggregate principal amount of ANDX’s outstanding senior notes were exchanged for an aggregate principal amount of $3.06 billion unsecured senior notes (the “Exchange Notes”) issued by MPLX in an exchange offer and consent solicitation undertaken by MPLX, leaving $690 million aggregate principal of outstanding senior notes issued by ANDX. Of this, $500 million aggregate principal amount is related to ANDX 5.5 percent senior notes due 2019. The aggregate principal amount of $500 million and accrued interest of $13.75 million was paid on October 15, 2019 using net proceeds from the Floating Rate Senior Notes and borrowings under the Term Loan Agreement discussed above and includes interest through the payoff date.

The Exchange Notes consist of $266 million in aggregate principal amount of 6.25 percent senior notes due October 2022, $486 million in aggregate principal amount of 3.5 percent senior notes due December 2022, $381 million in aggregate principal amount of 6.375 percent senior notes due May 2024, $708 million in aggregate principal amount of 5.25 percent senior notes due January 2025, $732 million in aggregate principal amount of 4.25 percent senior notes due December 2027 and $487 million in aggregate principal amount of 5.2 percent senior notes due December 2047. Interest on each series of Exchange Notes is payable semi-annually in arrears according to the table above.

On December 10, 2018, MPLX redeemed all of the $750 million aggregate principal amount of 5.5 percent senior notes due February 15, 2023, $40 million of which was issued by the MarkWest subsidiary. These notes were redeemed at 101.833 percent of the aggregate principal amount, which resulted in a payment of $14 million related to the note premium and the immediate recognition of $46 million of unamortized debt issuance costs.

2029 and $1.5 billion aggregate principal amount of 5.5 percent senior notes due February 2049 (collectively, the “November 2018 New Senior Notes”). The November 2018 New Senior Notes were offered at a price to the public of 99.432 percent and 98.031 percent of par, respectively. The net proceeds were used to repay outstanding borrowings under the MPLX Credit Agreement and the MPC Loan Agreement and to redeem the $750 million aggregate principal amount of 5.5 percent senior notes due February 2023, as well as for general business purposes. Interest on each series of notes in the November 2018 New Senior Notes is payable semi-annually in arrears, commencing on February 15, 2019.

On February 8, 2018, MPLX issued $5.5 billion aggregate principal amount of senior notes in a public offering, consisting of $500 million aggregate principal amount of 3.375 percent senior notes due March 2023, $1.25 billion aggregate principal amount of 4.0 percent senior notes due March 2028, $1.75 billion aggregate principal amount of 4.5 percent senior notes due April 2038, $1.5 billion aggregate principal amount of 4.7 percent senior notes due April 2048, and $500 million aggregate principal amount of 4.9 percent senior notes due April 2058 (collectively, the “February 2018 New Senior Notes”). The February 2018 New Senior Notes were offered at a price to the public of 99.931 percent, 99.551 percent, 98.811 percent, 99.348 percent, and 99.289 percent of par, respectively. Also on February 8, 2018, $4.1 billion of the net proceeds from the offering were used to repay the 364-day term loan facility, which was drawn on February 1, 2018 to fund the cash portion of the dropdown consideration for Refining Logistics and Fuels Distribution. The remaining net proceeds were used to repay outstanding borrowings under the MPLX Credit Agreement and the MPC Loan Agreement, as well as for general business purposes. Interest on each series of notes due in 2023 and 2028 is payable semi-annually in arrears, commencing on September 15, 2018. Interest on each series of notes due in 2038, 2048 and 2058 is payable semi-annually in arrears, commencing on October 15, 2018.

On September 1, 2009, MarkWest completed the sale of the SMR (the “SMR Transaction”). At that time, MarkWest had begun constructing the SMR at its Javelina gas processing and fractionation complex in Corpus Christi, Texas. Under the terms of the agreement, MarkWest received proceeds of $73 million and the purchaser completed the construction of the SMR. MarkWest and the purchaser also executed a related product supply agreement under which MPLX will receive the entire product produced by the SMR through 2030 in exchange for processing fees and the reimbursement of certain other expenses. The processing fee payments began when the SMR commenced operations in March 2010. MarkWest was deemed to have continuing involvement with the SMR as a result of certain provisions in the related agreements. Therefore, the transaction is treated as a financing arrangement under GAAP. MPLX imputes interest on the SMR liability at 6.39 percent annually, its incremental borrowing rate at the time of the purchase accounting valuation. Each processing fee payment has multiple elements: reduction of principal of the SMR liability, interest expense associated with the SMR liability and facility expense related to the operation of the SMR. As part of purchase accounting, the SMR Transaction has been recorded at fair value. As of December 31, 2019 and 2018, the following amounts related to the SMR are included in the accompanying Consolidated Balance Sheets: