Equity

3 Months Ended

Mar. 31, 2020

The changes in the number of common units outstanding during the three months ended March 31, 2020 are summarized below:



(In units)	Common
Balance at December 31, 2019	1,058,355,471
Unit-based compensation awards	151,878
Balance at March 31, 2020	1,058,507,349

Merger

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

Series B Preferred Units

Prior to the Merger, ANDX had outstanding 600,000 units of 6.875 percent Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests of ANDX at a price to the public of $1,000 per unit. Upon completion of the Merger, the ANDX preferred units converted to preferred units of MPLX representing substantially equivalent limited partnership interests in MPLX (the “Series B preferred units”). The Series B preferred units are pari passu with the Series A preferred units with respect to distribution rights and rights upon liquidation. Distributions on the Series B preferred units are payable semi-annually in arrears on the 15th day, or the first business day thereafter, of February and August of each year up to and including February 15, 2023. After 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.

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



(In millions)	Series B Preferred Units
Balance at December 31, 2019	$	611
Net income allocated	11
Distributions received by Series B preferred unitholders	(21		)
Balance at March 31, 2020	$	601

TexNew Mex Units - Prior to the Merger, MPC held 80,000 Andeavor Logistics TexNew Mex units, representing all outstanding units. At the time of the Merger, each Andeavor Logistics TexNew Mex unit was automatically converted into TexNew Mex units of MPLX with substantially the same rights and obligations as the Andeavor Logistics TexNew Mex units. The TexNew Mex units represent the right to receive quarterly distribution payments in an amount calculated using the distributable cash flow generated by a particular portion of the TexNew Mex pipeline system, in excess of a base amount and adjusted for previously agreed upon stipulations and contingencies. In 2019, distributions of less than $1 million were earned by the TexNew Mex units, which were declared in January of 2020 and paid in February 2020. No distributions were earned by the TexNew Mex units in the first quarter of 2020.

Cash distributions – In accordance with the MPLX partnership agreement, on April 28, 2020, MPLX declared a quarterly cash distribution for the first quarter of 2020, totaling $728 million, or $0.6875 per common unit. This rate will also be received by Series A preferred unitholders. These distributions will be paid on May 15, 2020 to common unitholders of record on May 8, 2020. Series B preferred unitholders are entitled to receive a fixed distribution of $68.75 per unit, per annum, payable semi-annually in arrears on February 15 and August 15, or the first business day thereafter, up to and including February 15, 2023. 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.

Quarterly distributions for the first quarter of 2020 and 2019 are summarized below:



(Per common unit)	2020		2019
March 31,	$	0.6875	$	0.6575

The allocation of total quarterly cash distributions to limited and preferred unitholders 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⁽¹⁾
Common and preferred unit distributions:
Common unitholders, includes common units of general partner	$	728	$	523
Series A preferred unit distributions	20		20
Series B preferred unit distributions	11		—
Total cash distributions declared	$	759	$	543

(1)

The distribution on common units for the three months ended March 31, 2019 does not include the impact of the issuance of units in connection with the merger.