|
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
|
27-0005456
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
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200 E. Hardin Street, Findlay, Ohio
|
|
45840
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(Address of principal executive offices)
|
|
(Zip code)
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Large accelerated filer
|
x
|
Accelerated filer
|
¨
|
|
|
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Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
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Page
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Item 2. Unregistered Sales of Equity Securities
|
|
Bbl
|
Barrels
|
Btu
|
One British thermal unit, an energy measurement
|
Condensate
|
A natural gas liquid with a low vapor pressure mainly composed of propane, butane, pentane and heavier hydrocarbon fractions
|
DCF (a non-GAAP financial measure)
|
Distributable Cash Flow
|
Dth/d
|
Dekatherms per day
|
EBITDA (a non-GAAP financial measure)
|
Earnings Before Interest, Taxes, Depreciation and Amortization
|
EPA
|
United States Environmental Protection Agency
|
ERCOT
|
Electric Reliability Council of Texas
|
FASB
|
Financial Accounting Standards Board
|
GAAP
|
Accounting principles generally accepted in the United States of America
|
Gal
|
Gallon
|
Gal/d
|
Gallons per day
|
Initial Offering
|
Initial public offering on October 31, 2012
|
LIBOR
|
London Interbank Offered Rate
|
mbpd
|
Thousand barrels per day
|
MMBtu
|
One million British thermal units, an energy measurement
|
mmcf/d
|
One million cubic feet of natural gas per day
|
Net operating margin (a non-GAAP financial measure)
|
Segment revenue, less segment purchased product costs, less realized derivative gain (loss)
|
NGL
|
Natural gas liquids, such as ethane, propane, butanes and natural gasoline
|
OTC
|
Over-the-Counter
|
SEC
|
Securities and Exchange Commission
|
SMR
|
Steam methane reformer, operated by a third party and located at the Javelina gas processing and fractionation complex in Corpus Christi, Texas
|
VIE
|
Variable interest entity
|
WTI
|
West Texas Intermediate
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions, except per unit data)
|
2016
|
|
2015
(1)
|
|
2016
|
|
2015
(1)
|
||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
||||||||
Service revenue
|
$
|
233
|
|
|
$
|
16
|
|
|
$
|
462
|
|
|
$
|
32
|
|
Service revenue - related parties
|
145
|
|
|
152
|
|
|
295
|
|
|
294
|
|
||||
Rental income
|
71
|
|
|
—
|
|
|
141
|
|
|
—
|
|
||||
Rental income - related parties
|
29
|
|
|
25
|
|
|
55
|
|
|
50
|
|
||||
Product sales
|
137
|
|
|
—
|
|
|
237
|
|
|
—
|
|
||||
Product sales - related parties
|
3
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Loss from equity method investments
|
(83
|
)
|
|
—
|
|
|
(78
|
)
|
|
—
|
|
||||
Other income
|
1
|
|
|
2
|
|
|
3
|
|
|
3
|
|
||||
Other income - related parties
|
28
|
|
|
18
|
|
|
52
|
|
|
35
|
|
||||
Total revenues and other income
|
564
|
|
|
213
|
|
|
1,173
|
|
|
414
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenues (excludes items below)
|
84
|
|
|
46
|
|
|
173
|
|
|
88
|
|
||||
Purchased product costs
|
114
|
|
|
—
|
|
|
193
|
|
|
—
|
|
||||
Rental cost of sales
|
14
|
|
|
—
|
|
|
28
|
|
|
—
|
|
||||
Purchases - related parties
|
78
|
|
|
40
|
|
|
154
|
|
|
80
|
|
||||
Depreciation and amortization
|
137
|
|
|
20
|
|
|
269
|
|
|
39
|
|
||||
Impairment expense
|
1
|
|
|
—
|
|
|
130
|
|
|
—
|
|
||||
General and administrative expenses
|
49
|
|
|
21
|
|
|
101
|
|
|
43
|
|
||||
Other taxes
|
11
|
|
|
4
|
|
|
22
|
|
|
8
|
|
||||
Total costs and expenses
|
488
|
|
|
131
|
|
|
1,070
|
|
|
258
|
|
||||
Income from operations
|
76
|
|
|
82
|
|
|
103
|
|
|
156
|
|
||||
Related party interest and other financial costs
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Interest expense (net of amounts capitalized of $7 million, $1 million, $14 million and $1 million, respectively)
|
52
|
|
|
6
|
|
|
107
|
|
|
11
|
|
||||
Other financial costs
|
12
|
|
|
—
|
|
|
24
|
|
|
1
|
|
||||
Income (loss) before income taxes
|
12
|
|
|
76
|
|
|
(29
|
)
|
|
144
|
|
||||
Benefit for income taxes
|
(8
|
)
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
||||
Net income (loss)
|
20
|
|
|
76
|
|
|
(17
|
)
|
|
144
|
|
||||
Less: Net income attributable to noncontrolling interests
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||
Less: Net income attributable to Predecessor
|
—
|
|
|
24
|
|
|
23
|
|
|
46
|
|
||||
Net income (loss) attributable to MPLX LP
|
19
|
|
|
51
|
|
|
(41
|
)
|
|
97
|
|
||||
Less: Preferred unit distributions
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
Less: General partner’s interest in net income attributable to MPLX LP
|
46
|
|
|
7
|
|
|
85
|
|
|
11
|
|
||||
Limited partners’ interest in net (loss) income attributable to MPLX LP
|
$
|
(36
|
)
|
|
$
|
44
|
|
|
$
|
(135
|
)
|
|
$
|
86
|
|
Per Unit Data (See Note 6)
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Common - basic
|
$
|
(0.11
|
)
|
|
$
|
0.50
|
|
|
$
|
(0.43
|
)
|
|
$
|
0.96
|
|
Common - diluted
|
(0.11
|
)
|
|
0.50
|
|
|
(0.43
|
)
|
|
0.96
|
|
||||
Subordinated - basic and diluted
|
—
|
|
|
0.50
|
|
|
—
|
|
|
0.96
|
|
||||
Weighted average limited partner units outstanding:
|
|
|
|
|
|
|
|
||||||||
Common - basic
|
331
|
|
|
43
|
|
|
316
|
|
|
43
|
|
||||
Common - diluted
|
331
|
|
|
43
|
|
|
316
|
|
|
43
|
|
||||
Subordinated - basic and diluted
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
||||
Cash distributions declared per limited partner common unit
|
$
|
0.5100
|
|
|
$
|
0.4400
|
|
|
$
|
1.0150
|
|
|
$
|
0.8500
|
|
(1)
|
Financial information has been retrospectively adjusted for the acquisition of Hardin Street Marine LLC from MPC. See Notes
1
and
3
.
|
(In millions)
|
June 30, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
35
|
|
|
$
|
43
|
|
Receivables, net
|
265
|
|
|
245
|
|
||
Receivables - related parties
|
113
|
|
|
187
|
|
||
Inventories
|
49
|
|
|
51
|
|
||
Other current assets
|
24
|
|
|
50
|
|
||
Total current assets
|
486
|
|
|
576
|
|
||
Equity method investments
|
2,485
|
|
|
2,458
|
|
||
Property, plant and equipment, net
|
10,360
|
|
|
9,997
|
|
||
Intangibles, net
|
511
|
|
|
466
|
|
||
Goodwill
|
2,199
|
|
|
2,570
|
|
||
Long-term receivables - related parties
|
26
|
|
|
25
|
|
||
Other noncurrent assets
|
12
|
|
|
12
|
|
||
Total assets
|
$
|
16,079
|
|
|
$
|
16,104
|
|
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
102
|
|
|
$
|
91
|
|
Accrued liabilities
|
180
|
|
|
187
|
|
||
Payables - related parties
|
65
|
|
|
54
|
|
||
Deferred revenue - related parties
|
38
|
|
|
32
|
|
||
Accrued property, plant and equipment
|
163
|
|
|
168
|
|
||
Accrued taxes
|
32
|
|
|
27
|
|
||
Accrued interest payable
|
53
|
|
|
54
|
|
||
Other current liabilities
|
17
|
|
|
12
|
|
||
Total current liabilities
|
650
|
|
|
625
|
|
||
Long-term deferred revenue
|
9
|
|
|
4
|
|
||
Long-term deferred revenue - related parties
|
10
|
|
|
9
|
|
||
Long-term debt
|
4,400
|
|
|
5,255
|
|
||
Deferred income taxes
|
368
|
|
|
378
|
|
||
Deferred credits and other liabilities
|
176
|
|
|
166
|
|
||
Total liabilities
|
5,613
|
|
|
6,437
|
|
||
Commitments and contingencies (see Note 19)
|
|
|
|
||||
Redeemable preferred units
|
993
|
|
|
—
|
|
||
Equity
|
|
|
|
||||
Common unitholders - public (252 million and 240 million units issued and outstanding)
|
7,658
|
|
|
7,691
|
|
||
Class B unitholders (8 million units issued and outstanding)
|
266
|
|
|
266
|
|
||
Common unitholder - MPC (79 million and 57 million units issued and outstanding)
|
1,049
|
|
|
465
|
|
||
General partner - MPC (8 million and 7 million units issued and outstanding)
|
485
|
|
|
819
|
|
||
Equity of Predecessor
|
—
|
|
|
413
|
|
||
Total MPLX LP partners’ capital
|
9,458
|
|
|
9,654
|
|
||
Noncontrolling interest
|
15
|
|
|
13
|
|
||
Total equity
|
9,473
|
|
|
9,667
|
|
||
Total liabilities, preferred units and equity
|
$
|
16,079
|
|
|
$
|
16,104
|
|
|
Six Months Ended
June 30, |
||||||
(In millions)
|
2016
|
|
2015
(1)
|
||||
Increase (decrease) in cash and cash equivalents
|
|
|
|
||||
Operating activities:
|
|
|
|
||||
Net (loss) income
|
$
|
(17
|
)
|
|
$
|
144
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Amortization of deferred financing costs
|
23
|
|
|
1
|
|
||
Depreciation and amortization
|
269
|
|
|
39
|
|
||
Impairment expense
|
130
|
|
|
—
|
|
||
Deferred income taxes
|
(13
|
)
|
|
(1
|
)
|
||
Asset retirement expenditures
|
(2
|
)
|
|
—
|
|
||
Loss from equity method investments
|
78
|
|
|
—
|
|
||
Distributions from unconsolidated affiliates
|
78
|
|
|
—
|
|
||
Changes in:
|
|
|
|
||||
Current receivables
|
(20
|
)
|
|
(2
|
)
|
||
Inventories
|
(3
|
)
|
|
—
|
|
||
Change in fair value of derivatives
|
25
|
|
|
—
|
|
||
Current accounts payable and accrued liabilities
|
18
|
|
|
12
|
|
||
Receivables from / liabilities to related parties
|
6
|
|
|
(19
|
)
|
||
All other, net
|
21
|
|
|
(1
|
)
|
||
Net cash provided by operating activities
|
593
|
|
|
173
|
|
||
Investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(569
|
)
|
|
(70
|
)
|
||
Investments - loans from (to) related parties
|
77
|
|
|
(38
|
)
|
||
Investments in unconsolidated affiliates
|
(39
|
)
|
|
—
|
|
||
All other, net
|
5
|
|
|
(1
|
)
|
||
Net cash used in investing activities
|
(526
|
)
|
|
(109
|
)
|
||
Financing activities:
|
|
|
|
||||
Long-term debt - borrowings
|
434
|
|
|
528
|
|
||
- repayments
|
(1,311
|
)
|
|
(415
|
)
|
||
Related party debt - borrowings
|
1,853
|
|
|
—
|
|
||
- repayments
|
(1,861
|
)
|
|
—
|
|
||
Debt issuance costs
|
—
|
|
|
(4
|
)
|
||
Net proceeds from equity offerings
|
321
|
|
|
1
|
|
||
Issuance of redeemable preferred units
|
984
|
|
|
—
|
|
||
Distributions to unitholders and general partner
|
(391
|
)
|
|
(70
|
)
|
||
Distributions to noncontrolling interests
|
(1
|
)
|
|
(1
|
)
|
||
Contributions from noncontrolling interests
|
2
|
|
|
—
|
|
||
All other, net
|
(1
|
)
|
|
—
|
|
||
Distributions to MPC from Predecessor
|
(104
|
)
|
|
—
|
|
||
Net cash (used in) provided by financing activities
|
(75
|
)
|
|
39
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(8
|
)
|
|
103
|
|
||
Cash and cash equivalents at beginning of period
|
43
|
|
|
27
|
|
||
Cash and cash equivalents at end of period
|
$
|
35
|
|
|
$
|
130
|
|
(1)
|
Financial information has been retrospectively adjusted for the acquisition of Hardin Street Marine LLC from MPC. See Notes
1
and
3
.
|
|
Partnership
|
|
|
|
|
|
|
||||||||||||||||||||||||
(In millions)
|
Common
Unitholders
Public
|
|
Class B Unitholders Public
|
|
Common
Unitholder
MPC
|
|
Subordinated
Unitholder
MPC
|
|
General Partner
MPC
|
|
Noncontrolling
Interests
|
|
Equity of Predecessor
(1)
|
|
Total
|
||||||||||||||||
Balance at December 31, 2014
|
$
|
639
|
|
|
$
|
—
|
|
|
$
|
261
|
|
|
$
|
217
|
|
|
$
|
(660
|
)
|
|
$
|
6
|
|
|
$
|
321
|
|
|
$
|
784
|
|
Issuance of units under ATM program
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||||
Net income
|
25
|
|
|
—
|
|
|
21
|
|
|
40
|
|
|
11
|
|
|
1
|
|
|
46
|
|
|
144
|
|
||||||||
Distributions to unitholders and general partner
|
(19
|
)
|
|
—
|
|
|
(16
|
)
|
|
(29
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||||
Equity-based compensation
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||||
Balance at June 30, 2015
|
$
|
647
|
|
|
$
|
—
|
|
|
$
|
266
|
|
|
$
|
228
|
|
|
$
|
(655
|
)
|
|
$
|
6
|
|
|
$
|
367
|
|
|
$
|
859
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2015
|
$
|
7,691
|
|
|
$
|
266
|
|
|
$
|
465
|
|
|
$
|
—
|
|
|
$
|
819
|
|
|
$
|
13
|
|
|
$
|
413
|
|
|
$
|
9,667
|
|
Distributions to MPC from Predecessor
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(104
|
)
|
|
(104
|
)
|
||||||||
Issuance of units under ATM Program
|
315
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
321
|
|
||||||||
Net (loss) income
|
(107
|
)
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
85
|
|
|
1
|
|
|
23
|
|
|
(26
|
)
|
||||||||
Contribution from MPC
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||||||
Distribution to MPC
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
||||||||
Allocation of MPC's net investment at acquisition
|
—
|
|
|
—
|
|
|
669
|
|
|
—
|
|
|
(337
|
)
|
|
—
|
|
|
(332
|
)
|
|
—
|
|
||||||||
Distributions to unitholders and general partner
|
(248
|
)
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
(86
|
)
|
|
—
|
|
|
—
|
|
|
(391
|
)
|
||||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||||
Contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Equity-based compensation
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||||
Deferred income tax impact from changes in equity
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Balance at June 30, 2016
|
$
|
7,658
|
|
|
$
|
266
|
|
|
$
|
1,049
|
|
|
$
|
—
|
|
|
$
|
485
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
9,473
|
|
(1)
|
Financial information has been retrospectively adjusted for the acquisition of Hardin Street Marine LLC from MPC. See Notes
1
and
3
.
|
|
Three Months Ended June 30, 2015
|
||||||||||
(In millions)
|
MPLX LP (Previously Reported)
|
|
HSM
|
|
MPLX LP (Currently Reported)
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Service revenue
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
16
|
|
Service revenue - related parties
|
119
|
|
|
33
|
|
|
152
|
|
|||
Rental income - related parties
|
4
|
|
|
21
|
|
|
25
|
|
|||
Other income
|
2
|
|
|
—
|
|
|
2
|
|
|||
Other income - related parties
|
6
|
|
|
12
|
|
|
18
|
|
|||
Total revenues and other income
|
147
|
|
|
66
|
|
|
213
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenues (excludes items below)
|
31
|
|
|
15
|
|
|
46
|
|
|||
Purchases - related parties
|
24
|
|
|
16
|
|
|
40
|
|
|||
Depreciation and amortization
|
13
|
|
|
7
|
|
|
20
|
|
|||
General and administrative expenses
|
18
|
|
|
3
|
|
|
21
|
|
|||
Other taxes
|
3
|
|
|
1
|
|
|
4
|
|
|||
Total costs and expenses
|
89
|
|
|
42
|
|
|
131
|
|
|||
Income from operations
|
58
|
|
|
24
|
|
|
82
|
|
|||
Interest expense (net of amounts capitalized of $1 million)
|
6
|
|
|
—
|
|
|
6
|
|
|||
Other financial costs
|
—
|
|
|
—
|
|
|
—
|
|
|||
Income before income taxes
|
52
|
|
|
24
|
|
|
76
|
|
|||
Net income
|
52
|
|
|
24
|
|
|
76
|
|
|||
Less: Net income attributable to noncontrolling interests
|
1
|
|
|
—
|
|
|
1
|
|
|||
Less: Net income attributable to Predecessor
|
—
|
|
|
24
|
|
|
24
|
|
|||
Net income attributable to MPLX LP
|
51
|
|
|
—
|
|
|
51
|
|
|||
Less: General partner’s interest in net income attributable to MPLX LP
|
7
|
|
|
—
|
|
|
7
|
|
|||
Limited partners’ interest in net income attributable to MPLX LP
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
44
|
|
|
Six Months Ended June 30, 2015
|
||||||||||
(In millions)
|
MPLX LP (Previously Reported)
|
|
HSM
|
|
MPLX LP (Currently Reported)
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Service revenue
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
32
|
|
Service revenue - related parties
|
230
|
|
|
64
|
|
|
294
|
|
|||
Rental income - related parties
|
8
|
|
|
42
|
|
|
50
|
|
|||
Other income
|
3
|
|
|
—
|
|
|
3
|
|
|||
Other income - related parties
|
12
|
|
|
23
|
|
|
35
|
|
|||
Total revenues and other income
|
285
|
|
|
129
|
|
|
414
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenues (excludes items below)
|
59
|
|
|
29
|
|
|
88
|
|
|||
Purchases - related parties
|
48
|
|
|
32
|
|
|
80
|
|
|||
Depreciation and amortization
|
25
|
|
|
14
|
|
|
39
|
|
|||
General and administrative expenses
|
37
|
|
|
6
|
|
|
43
|
|
|||
Other taxes
|
6
|
|
|
2
|
|
|
8
|
|
|||
Total costs and expenses
|
175
|
|
|
83
|
|
|
258
|
|
|||
Income from operations
|
110
|
|
|
46
|
|
|
156
|
|
|||
Interest expense (net of amounts capitalized of $1 million)
|
11
|
|
|
—
|
|
|
11
|
|
|||
Other financial costs
|
1
|
|
|
—
|
|
|
1
|
|
|||
Income before income taxes
|
98
|
|
|
46
|
|
|
144
|
|
|||
Net income
|
98
|
|
|
46
|
|
|
144
|
|
|||
Less: Net income attributable to noncontrolling interests
|
1
|
|
|
—
|
|
|
1
|
|
|||
Less: Net income attributable to Predecessor
|
—
|
|
|
46
|
|
|
46
|
|
|||
Net income attributable to MPLX LP
|
97
|
|
|
—
|
|
|
97
|
|
|||
Less: General partner’s interest in net income attributable to MPLX LP
|
11
|
|
|
—
|
|
|
11
|
|
|||
Limited partners’ interest in net income attributable to MPLX LP
|
$
|
86
|
|
|
$
|
—
|
|
|
$
|
86
|
|
|
Six Months Ended June 30, 2015
|
||||||||||
(In millions)
|
MPLX LP (Previously Reported)
|
|
HSM
|
|
MPLX LP (Currently Reported)
|
||||||
Increase (decrease) in cash and cash equivalents
|
|
|
|
|
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
98
|
|
|
$
|
46
|
|
|
$
|
144
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Amortization of deferred financing costs
|
1
|
|
|
—
|
|
|
1
|
|
|||
Depreciation and amortization
|
25
|
|
|
14
|
|
|
39
|
|
|||
Deferred income taxes
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Changes in:
|
|
|
|
|
|
||||||
Current receivables
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Current accounts payable and accrued liabilities
|
14
|
|
|
(2
|
)
|
|
12
|
|
|||
Receivables from / liabilities to related parties
|
(8
|
)
|
|
(11
|
)
|
|
(19
|
)
|
|||
All other, net
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Net cash provided by operating activities
|
128
|
|
|
45
|
|
|
173
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
(64
|
)
|
|
(6
|
)
|
|
(70
|
)
|
|||
Investments - loans to related parties
|
—
|
|
|
(38
|
)
|
|
(38
|
)
|
|||
All other, net
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Net cash used in investing activities
|
(64
|
)
|
|
(45
|
)
|
|
(109
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Long-term debt - borrowings
|
528
|
|
|
—
|
|
|
528
|
|
|||
- repayments
|
(415
|
)
|
|
—
|
|
|
(415
|
)
|
|||
Debt issuance costs
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Net proceeds from equity offerings
|
1
|
|
|
—
|
|
|
1
|
|
|||
Distributions to unitholders and general partner
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
|||
Distributions to MPC from Predecessor
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Net cash provided by financing activities
|
39
|
|
|
—
|
|
|
39
|
|
|||
Net increase in cash and cash equivalents
|
103
|
|
|
—
|
|
|
103
|
|
|||
Cash and cash equivalents at beginning of period
|
27
|
|
|
—
|
|
|
27
|
|
|||
Cash and cash equivalents at end of period
|
$
|
130
|
|
|
$
|
—
|
|
|
$
|
130
|
|
(In millions)
|
As Originally Reported
|
|
Adjustments
|
|
As Adjusted
|
||||||
Cash and cash equivalents
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
12
|
|
Receivables
|
164
|
|
|
—
|
|
|
164
|
|
|||
Inventories
|
33
|
|
|
(1
|
)
|
|
32
|
|
|||
Other current assets
|
44
|
|
|
—
|
|
|
44
|
|
|||
Equity method investments
|
2,457
|
|
|
143
|
|
|
2,600
|
|
|||
Property, plant and equipment
|
8,474
|
|
|
43
|
|
|
8,517
|
|
|||
Intangibles
|
468
|
|
|
65
|
|
|
533
|
|
|||
Other noncurrent assets
|
5
|
|
|
—
|
|
|
5
|
|
|||
Total assets acquired
|
11,657
|
|
|
250
|
|
|
11,907
|
|
|||
Accounts payable
|
322
|
|
|
—
|
|
|
322
|
|
|||
Accrued liabilities
|
13
|
|
|
6
|
|
|
19
|
|
|||
Accrued taxes
|
21
|
|
|
—
|
|
|
21
|
|
|||
Other current liabilities
|
44
|
|
|
—
|
|
|
44
|
|
|||
Long-term debt
|
4,567
|
|
|
—
|
|
|
4,567
|
|
|||
Deferred income taxes
|
374
|
|
|
3
|
|
|
377
|
|
|||
Deferred credits and other liabilities
|
151
|
|
|
—
|
|
|
151
|
|
|||
Noncontrolling interest
|
13
|
|
|
—
|
|
|
13
|
|
|||
Total liabilities and noncontrolling interest assumed
|
5,505
|
|
|
9
|
|
|
5,514
|
|
|||
Net assets acquired excluding goodwill
|
6,152
|
|
|
241
|
|
|
6,393
|
|
|||
Goodwill
|
2,454
|
|
|
(241
|
)
|
|
2,213
|
|
|||
Net assets acquired
|
$
|
8,606
|
|
|
$
|
—
|
|
|
$
|
8,606
|
|
(In millions, except per unit data)
|
Three Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2015
|
||||
Revenues and other income
|
$
|
668
|
|
|
$
|
1,332
|
|
Net (loss) income attributable to MPLX LP
|
(11
|
)
|
|
53
|
|
||
Net income attributable to MPLX LP per unit - basic
|
(0.19
|
)
|
|
(0.10
|
)
|
||
Net income attributable to MPLX LP per unit - diluted
|
(0.19
|
)
|
|
(0.10
|
)
|
(In millions)
|
Three Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2015
|
||||
Revenues and other income
|
$
|
34
|
|
|
$
|
67
|
|
Cost of revenue excluding depreciation and amortization
|
7
|
|
|
14
|
|
||
Depreciation and amortization
|
16
|
|
|
32
|
|
||
Net income attributable to noncontrolling interest
|
15
|
|
|
29
|
|
||
Net loss
|
(5
|
)
|
|
(9
|
)
|
|
Six Months Ended June 30, 2016
|
||||||||||||||||||
(In millions)
|
MarkWest Utica EMG
(1)
|
|
Ohio Condensate
|
|
Other VIEs
|
|
Non-VIEs
|
|
Total
|
||||||||||
Revenue
|
$
|
113
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
68
|
|
|
$
|
191
|
|
Gross margin
|
113
|
|
|
10
|
|
|
—
|
|
|
32
|
|
|
155
|
|
|||||
Income (loss) from operations
|
68
|
|
|
(94
|
)
|
|
—
|
|
|
18
|
|
|
(8
|
)
|
|||||
Net income (loss)
|
68
|
|
|
(94
|
)
|
|
—
|
|
|
18
|
|
|
(8
|
)
|
|||||
Income (loss) from equity method investments
(2)
|
7
|
|
|
(88
|
)
|
|
—
|
|
|
3
|
|
|
(78
|
)
|
|
June 30, 2016
|
||||||||||||||||||
(In millions)
|
MarkWest Utica EMG
(1)
|
|
Ohio Condensate
|
|
Other VIEs
|
|
Non-VIEs
|
|
Total
|
||||||||||
Current assets
|
$
|
138
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
38
|
|
|
$
|
183
|
|
Noncurrent assets
|
2,193
|
|
|
31
|
|
|
55
|
|
|
385
|
|
|
2,664
|
|
|||||
Current liabilities
|
108
|
|
|
6
|
|
|
—
|
|
|
26
|
|
|
140
|
|
|||||
Noncurrent liabilities
|
2
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
December 31, 2015
|
||||||||||||||||||
(In millions)
|
MarkWest Utica EMG
(1)
|
|
Ohio Condensate
|
|
Other VIEs
|
|
Non-VIEs
|
|
Total
|
||||||||||
Current assets
|
$
|
113
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
30
|
|
|
$
|
150
|
|
Noncurrent assets
|
2,207
|
|
|
127
|
|
|
42
|
|
|
243
|
|
|
2,619
|
|
|||||
Current liabilities
|
77
|
|
|
6
|
|
|
1
|
|
|
18
|
|
|
102
|
|
|||||
Noncurrent liabilities
|
1
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
13
|
|
(1)
|
MarkWest Utica EMG’s noncurrent assets includes its investment in its subsidiary Ohio Gathering, which does not appear elsewhere in this table. The investment was
$788 million
and
$781 million
as of
June 30, 2016
and
December 31, 2015
, respectively.
|
(2)
|
Income (loss) from equity method investments includes the impact of any basis differential amortization or accretion.
|
•
|
MPC, which refines, markets and transports crude oil and petroleum products, primarily in the Midwest, Gulf Coast, East Coast and Southeast regions of the United States.
|
•
|
Centennial Pipeline LLC (“Centennial”), in which MPC has a
50 percent
interest. Centennial owns a products pipeline and storage facility.
|
•
|
Muskegon Pipeline LLC (“Muskegon”), in which MPC has a
60 percent
interest. Muskegon owns a common carrier products pipeline.
|
•
|
MarkWest Utica EMG, in which MPLX LP has a
60 percent
interest. MarkWest Utica EMG is engaged in significant natural gas processing and NGL fractionation, transportation and marketing in eastern Ohio.
|
•
|
Ohio Gathering, in which MPLX LP has a
36 percent
indirect interest. Ohio Gathering is a subsidiary of MarkWest Utica EMG providing natural gas gathering service in the Utica Shale region of eastern Ohio.
|
•
|
Jefferson Dry Gas, in which MPLX LP has a
67 percent
interest. Jefferson Dry Gas is engaged in dry natural gas gathering in Jefferson County, Ohio.
|
•
|
Ohio Condensate, in which MPLX LP has a
60 percent
interest. Ohio Condensate is engaged in wellhead condensate gathering, stabilization, terminalling, transportation and storage within certain defined areas of Ohio.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Service revenues
|
|
|
|
|
|
|
|
||||||||
MPC
|
$
|
145
|
|
|
$
|
152
|
|
|
$
|
295
|
|
|
$
|
294
|
|
Rental income
|
|
|
|
|
|
|
|
||||||||
MPC
|
$
|
29
|
|
|
$
|
25
|
|
|
$
|
55
|
|
|
$
|
50
|
|
Product sales
(1)
|
|
|
|
|
|
|
|
||||||||
MPC
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
(1)
|
For the
three and six
months ended
June 30, 2016
, there were
$7 million
and
$12 million
, respectively, of additional product sales to MPC that net to zero within our consolidated financial statements, as the transactions are recorded net due to the terms of the agreements under which such product was sold.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
MPC
|
$
|
16
|
|
|
$
|
18
|
|
|
$
|
33
|
|
|
$
|
34
|
|
MarkWest Utica EMG
|
5
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Ohio Gathering
|
3
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Ohio Condensate
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Other
|
3
|
|
|
—
|
|
|
3
|
|
|
1
|
|
||||
Total
|
$
|
28
|
|
|
$
|
18
|
|
|
$
|
52
|
|
|
$
|
35
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Purchases - related parties
|
$
|
5
|
|
|
$
|
7
|
|
|
$
|
11
|
|
|
$
|
14
|
|
General and administrative expenses
|
7
|
|
|
11
|
|
|
15
|
|
|
22
|
|
||||
Total
|
$
|
12
|
|
|
$
|
18
|
|
|
$
|
26
|
|
|
$
|
36
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
MPC
|
$
|
9
|
|
|
$
|
4
|
|
|
$
|
18
|
|
|
$
|
6
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Purchases - related parties
|
$
|
73
|
|
|
$
|
33
|
|
|
$
|
143
|
|
|
$
|
66
|
|
General and administrative expenses
|
19
|
|
|
8
|
|
|
40
|
|
|
15
|
|
||||
Total
|
$
|
92
|
|
|
$
|
41
|
|
|
$
|
183
|
|
|
$
|
81
|
|
(In millions)
|
June 30, 2016
|
|
December 31, 2015
|
||||
MPC
|
$
|
104
|
|
|
$
|
175
|
|
MarkWest Utica EMG
|
5
|
|
|
4
|
|
||
Ohio Gathering
|
3
|
|
|
5
|
|
||
Other
|
1
|
|
|
3
|
|
||
Total
|
$
|
113
|
|
|
$
|
187
|
|
(In millions)
|
June 30, 2016
|
|
December 31, 2015
|
||||
MPC
|
$
|
26
|
|
|
$
|
25
|
|
(In millions)
|
June 30, 2016
|
|
December 31, 2015
|
||||
MPC
|
$
|
51
|
|
|
$
|
33
|
|
MarkWest Utica EMG
|
14
|
|
|
21
|
|
||
Total
|
$
|
65
|
|
|
$
|
54
|
|
(In millions)
|
June 30, 2016
|
|
December 31, 2015
|
||||
Minimum volume deficiencies - MPC
|
$
|
43
|
|
|
$
|
36
|
|
Project reimbursements - MPC
|
5
|
|
|
5
|
|
||
Total
|
$
|
48
|
|
|
$
|
41
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net (loss) income attributable to MPLX LP
|
$
|
19
|
|
|
$
|
51
|
|
|
$
|
(41
|
)
|
|
$
|
97
|
|
Less: Limited partners’ distributions declared
on preferred units
(1)
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
General partner’s distributions declared (including IDRs)
(1)
|
50
|
|
|
6
|
|
|
94
|
|
|
10
|
|
||||
Limited partners’ distributions declared on common units
(1)
|
172
|
|
|
19
|
|
|
328
|
|
|
37
|
|
||||
Limited partner’s distributions declared
on subordinated units (1) |
—
|
|
|
17
|
|
|
—
|
|
|
32
|
|
||||
Undistributed net (loss) income attributable to MPLX LP
|
$
|
(212
|
)
|
|
$
|
9
|
|
|
$
|
(472
|
)
|
|
$
|
18
|
|
(1)
|
See Note
7
for distribution information.
|
|
Three Months Ended June 30, 2016
|
||||||||||||||
(In millions, except per unit data)
|
General
Partner
|
|
Limited
Partners’
Common
Units
|
|
Preferred Units
|
|
Total
|
||||||||
Basic and diluted net income (loss) attributable to MPLX LP per unit:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to MPLX LP:
|
|
|
|
|
|
|
|
||||||||
Distributions declared (including IDRs)
|
$
|
50
|
|
|
$
|
172
|
|
|
$
|
9
|
|
|
$
|
231
|
|
Undistributed net loss attributable to MPLX LP
|
(5
|
)
|
|
(207
|
)
|
|
—
|
|
|
(212
|
)
|
||||
Net income (loss) attributable to MPLX LP
(1)
|
$
|
45
|
|
|
$
|
(35
|
)
|
|
$
|
9
|
|
|
$
|
19
|
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
7
|
|
|
331
|
|
|
17
|
|
|
355
|
|
||||
Diluted
|
7
|
|
|
331
|
|
|
17
|
|
|
355
|
|
||||
Net loss attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
$
|
(0.11
|
)
|
|
|
|
|
||||||
Diluted
|
|
|
$
|
(0.11
|
)
|
|
|
|
|
|
Three Months Ended June 30, 2015
|
||||||||||||||
(In millions, except per unit data)
|
General
Partner
|
|
Limited
Partners’
Common
Units
|
|
Limited
Partner’s Subordinated Units |
|
Total
|
||||||||
Basic and diluted net income attributable to MPLX LP per unit:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to MPLX LP:
|
|
|
|
|
|
|
|
||||||||
Distributions declared (including IDRs)
|
$
|
6
|
|
|
$
|
19
|
|
|
$
|
17
|
|
|
$
|
42
|
|
Undistributed net income attributable to MPLX LP
|
5
|
|
|
2
|
|
|
2
|
|
|
9
|
|
||||
Net income attributable to MPLX LP
(1)
|
$
|
11
|
|
|
$
|
21
|
|
|
$
|
19
|
|
|
$
|
51
|
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
2
|
|
|
43
|
|
|
37
|
|
|
82
|
|
||||
Diluted
|
2
|
|
|
43
|
|
|
37
|
|
|
82
|
|
||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
|
||||
Diluted
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
|
|
Six Months Ended June 30, 2016
|
||||||||||||||
(In millions, except per unit data)
|
General
Partner
|
|
Limited
Partners’
Common
Units
|
|
Preferred Units
|
|
Total
|
||||||||
Basic and diluted net income (loss) attributable to MPLX LP per unit:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to MPLX LP:
|
|
|
|
|
|
|
|
||||||||
Distributions declared (including IDRs)
|
$
|
94
|
|
|
$
|
328
|
|
|
$
|
9
|
|
|
$
|
431
|
|
Undistributed net loss attributable to MPLX LP
|
(9
|
)
|
|
(463
|
)
|
|
—
|
|
|
(472
|
)
|
||||
Net income (loss) attributable to MPLX LP
(1)
|
$
|
85
|
|
|
$
|
(135
|
)
|
|
$
|
9
|
|
|
$
|
(41
|
)
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
7
|
|
|
316
|
|
|
8
|
|
|
331
|
|
||||
Diluted
|
7
|
|
|
316
|
|
|
8
|
|
|
331
|
|
||||
Net loss attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
$
|
(0.43
|
)
|
|
|
|
|
||||||
Diluted
|
|
|
$
|
(0.43
|
)
|
|
|
|
|
|
Six Months Ended June 30, 2015
|
||||||||||||||
(In millions, except per unit data)
|
General
Partner
|
|
Limited
Partners’
Common
Units
|
|
Limited
Partner’s Subordinated Units |
|
Total
|
||||||||
Basic and diluted net income attributable to MPLX LP per unit:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to MPLX LP:
|
|
|
|
|
|
|
|
||||||||
Distributions declared (including IDRs)
|
$
|
10
|
|
|
$
|
37
|
|
|
$
|
32
|
|
|
$
|
79
|
|
Undistributed net income attributable to MPLX LP
|
9
|
|
|
5
|
|
|
4
|
|
|
18
|
|
||||
Net income attributable to MPLX LP
(1)
|
$
|
19
|
|
|
$
|
42
|
|
|
$
|
36
|
|
|
$
|
97
|
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
2
|
|
|
43
|
|
|
37
|
|
|
82
|
|
||||
Diluted
|
2
|
|
|
43
|
|
|
37
|
|
|
82
|
|
||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
$
|
0.96
|
|
|
$
|
0.96
|
|
|
|
||||
Diluted
|
|
|
$
|
0.96
|
|
|
$
|
0.96
|
|
|
|
(1)
|
Allocation of net income (loss) attributable to MPLX LP assumes all earnings for the period had been distributed based on the current period distribution priorities.
|
(In units)
|
Common
|
|
Class B
(1)
|
|
General Partner
|
|
Total
|
||||
Balance at December 31, 2015
|
296,687,176
|
|
|
7,981,756
|
|
|
6,800,475
|
|
|
311,469,407
|
|
Unit-based compensation awards
(2)
|
37,251
|
|
|
—
|
|
|
761
|
|
|
38,012
|
|
Issuance of units under the ATM Program
(3)
|
12,025,000
|
|
|
—
|
|
|
245,406
|
|
|
12,270,406
|
|
Contribution of HSM
(4)
|
22,534,002
|
|
|
—
|
|
|
459,878
|
|
|
22,993,880
|
|
Balance at June 30, 2016
|
331,283,429
|
|
|
7,981,756
|
|
|
7,506,520
|
|
|
346,771,705
|
|
(1)
|
On July 1, 2016,
3,990,878
Class B units converted to
4,350,057
common units and will be eligible to receive the second quarter distribution.
|
(2)
|
As a result of the unit-based compensation awards issued during the period, MPLX GP contributed less than
$1 million
in exchange for
761
general partner units to maintain its
two percent
general partner interest.
|
(3)
|
As a result of common units issued under the ATM Program during the period, MPLX GP contributed
$6 million
in exchange for
245,406
general partner units to maintain its
two percent
general partner interest.
|
(4)
|
See Note
3
for information regarding the HSM acquisition.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net (loss) income attributable to MPLX LP
|
$
|
19
|
|
|
$
|
51
|
|
|
$
|
(41
|
)
|
|
$
|
97
|
|
Less: Preferred unit distributions
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
General partner's incentive distribution
rights and other
|
47
|
|
|
6
|
|
|
88
|
|
|
9
|
|
||||
Net (loss) income attributable to MPLX LP available to general and limited partners
|
$
|
(37
|
)
|
|
$
|
45
|
|
|
$
|
(138
|
)
|
|
$
|
88
|
|
|
|
|
|
|
|
|
|
||||||||
General partner's two percent interest in net (loss) income attributable to MPLX LP
|
$
|
(1
|
)
|
|
$
|
1
|
|
|
$
|
(3
|
)
|
|
$
|
2
|
|
General partner's incentive distribution rights and other
|
47
|
|
|
6
|
|
|
88
|
|
|
9
|
|
||||
General partner's interest in net income attributable to MPLX LP
|
$
|
46
|
|
|
$
|
7
|
|
|
$
|
85
|
|
|
$
|
11
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
General partner's distributions:
|
|
|
|
|
|
|
|
||||||||
General partner's distributions
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
8
|
|
|
$
|
2
|
|
General partner's incentive distribution rights distributions
|
46
|
|
|
6
|
|
|
86
|
|
|
9
|
|
||||
Total general partner's distributions
|
$
|
50
|
|
|
$
|
7
|
|
|
$
|
94
|
|
|
$
|
11
|
|
Limited partners' distributions:
|
|
|
|
|
|
|
|
||||||||
Common unitholders
|
$
|
172
|
|
|
$
|
19
|
|
|
$
|
328
|
|
|
$
|
37
|
|
Subordinated unitholders
|
—
|
|
|
16
|
|
|
—
|
|
|
31
|
|
||||
Total limited partners' distributions
|
172
|
|
|
35
|
|
|
328
|
|
|
68
|
|
||||
Preferred unit distributions
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
Total cash distributions declared
|
$
|
231
|
|
|
$
|
42
|
|
|
$
|
431
|
|
|
$
|
79
|
|
(In millions)
|
Redeemable Preferred Units
|
||
Issuance of MPLX LP redeemable preferred units on May 13, 2016
|
$
|
984
|
|
Net income allocated for May 13, 2016 through June 30, 2016
|
9
|
|
|
Balance at June 30, 2016
|
$
|
993
|
|
•
|
L&S - transports and stores crude oil and refined petroleum products. Segment information for prior periods includes HSM as it is an entity under common control.
|
•
|
G&P - gathers, processes and transports natural gas; gathers, transports, fractionates, stores and markets NGLs. This segment is the result of the MarkWest Merger on
December 4, 2015
discussed in more detail in Note
3
. Segment information for periods prior to the MarkWest Merger does not include amounts for these operations.
|
|
Three Months Ended June 30, 2016
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Segment revenues
|
$
|
193
|
|
|
$
|
530
|
|
|
$
|
723
|
|
Segment other income
|
18
|
|
|
—
|
|
|
18
|
|
|||
Total segment revenues and other income
|
211
|
|
|
530
|
|
|
741
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Segment cost of revenues
|
88
|
|
|
223
|
|
|
311
|
|
|||
Segment operating income before portion attributable to noncontrolling interest
|
123
|
|
|
307
|
|
|
430
|
|
|||
Segment portion attributable to noncontrolling interest and Predecessor
|
—
|
|
|
36
|
|
|
36
|
|
|||
Segment operating income attributable to MPLX LP
|
$
|
123
|
|
|
$
|
271
|
|
|
$
|
394
|
|
|
Three Months Ended June 30, 2015
|
||
(In millions)
|
L&S
|
||
Revenues and other income:
|
|
||
Segment revenues
|
$
|
193
|
|
Segment other income
|
20
|
|
|
Total segment revenues and other income
|
213
|
|
|
Costs and expenses:
|
|
||
Segment cost of revenues
|
90
|
|
|
Segment operating income before portion attributable to noncontrolling interest and Predecessor
|
123
|
|
|
Segment portion attributable to noncontrolling interest and Predecessor
|
35
|
|
|
Segment operating income attributable to MPLX LP
|
$
|
88
|
|
|
Six Months Ended June 30, 2016
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Segment revenues
|
$
|
385
|
|
|
$
|
1,028
|
|
|
$
|
1,413
|
|
Segment other income
|
37
|
|
|
—
|
|
|
37
|
|
|||
Total segment revenues and other income
|
422
|
|
|
1,028
|
|
|
1,450
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Segment cost of revenues
|
177
|
|
|
423
|
|
|
600
|
|
|||
Segment operating income before portion attributable to noncontrolling interest
|
245
|
|
|
605
|
|
|
850
|
|
|||
Segment portion attributable to noncontrolling interest and Predecessor
|
34
|
|
|
77
|
|
|
111
|
|
|||
Segment operating income attributable to MPLX LP
|
$
|
211
|
|
|
$
|
528
|
|
|
$
|
739
|
|
|
Six Months Ended June 30, 2015
|
||
(In millions)
|
L&S
|
||
Revenues and other income:
|
|
||
Segment revenues
|
$
|
376
|
|
Segment other income
|
38
|
|
|
Total segment revenues and other income
|
414
|
|
|
Costs and expenses:
|
|
||
Segment cost of revenues
|
176
|
|
|
Segment operating income before portion attributable to noncontrolling interest and Predecessor
|
238
|
|
|
Segment portion attributable to noncontrolling interest and Predecessor
|
68
|
|
|
Segment operating income attributable to MPLX LP
|
$
|
170
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Reconciliation to Income from operations:
|
|
|
|
|
|
|
|
||||||||
Segment operating income attributable to MPLX LP
|
$
|
394
|
|
|
$
|
88
|
|
|
$
|
739
|
|
|
$
|
170
|
|
Segment portion attributable to unconsolidated affiliates
|
(83
|
)
|
|
—
|
|
|
(166
|
)
|
|
—
|
|
||||
Segment portion attributable to noncontrolling interest and Predecessor
|
36
|
|
|
35
|
|
|
111
|
|
|
68
|
|
||||
Loss from equity method investments
|
(83
|
)
|
|
—
|
|
|
(78
|
)
|
|
—
|
|
||||
Other income - related parties
|
11
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||
Unrealized derivative losses
|
(12
|
)
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
||||
Impairment expense
|
(1
|
)
|
|
—
|
|
|
(130
|
)
|
|
—
|
|
||||
Depreciation and amortization
|
(137
|
)
|
|
(20
|
)
|
|
(269
|
)
|
|
(39
|
)
|
||||
General and administrative expenses
|
(49
|
)
|
|
(21
|
)
|
|
(101
|
)
|
|
(43
|
)
|
||||
Income from operations
|
$
|
76
|
|
|
$
|
82
|
|
|
$
|
103
|
|
|
$
|
156
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Reconciliation to Total revenues and other income:
|
|
|
|
|
|
|
|
||||||||
Total segment revenues and other income
|
$
|
741
|
|
|
$
|
213
|
|
|
$
|
1,450
|
|
|
$
|
414
|
|
Revenue adjustment from unconsolidated affiliates
|
(99
|
)
|
|
—
|
|
|
(203
|
)
|
|
—
|
|
||||
Loss from equity method investments
|
(83
|
)
|
|
—
|
|
|
(78
|
)
|
|
—
|
|
||||
Other income - related parties
|
11
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||
Unrealized derivative loss
|
(6
|
)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
||||
Total revenues and other income
|
$
|
564
|
|
|
$
|
213
|
|
|
$
|
1,173
|
|
|
$
|
414
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Reconciliation to Net income attributable to noncontrolling interests and Predecessor
|
|
|
|
|
|
|
|
||||||||
Segment portion attributable to noncontrolling interest and Predecessor
|
$
|
36
|
|
|
$
|
35
|
|
|
$
|
111
|
|
|
$
|
68
|
|
Portion of noncontrolling interests and Predecessor related to items below segment income from operations
|
(56
|
)
|
|
(10
|
)
|
|
(85
|
)
|
|
(21
|
)
|
||||
Portion of operating income attributable to noncontrolling interest of unconsolidated affiliates
|
21
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||
Net income attributable to noncontrolling interests and Predecessor
|
$
|
1
|
|
|
$
|
25
|
|
|
$
|
24
|
|
|
$
|
47
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
L&S segment capital expenditures
|
$
|
82
|
|
|
$
|
35
|
|
|
$
|
144
|
|
|
$
|
70
|
|
G&P segment capital expenditures
(1)
|
212
|
|
|
—
|
|
|
485
|
|
|
—
|
|
||||
Total segment capital expenditures
|
294
|
|
|
35
|
|
|
629
|
|
|
70
|
|
||||
Less: Capital expenditures for Partnership operated, non-wholly-owned subsidiaries
|
16
|
|
|
—
|
|
|
60
|
|
|
—
|
|
||||
Total capital expenditures
|
$
|
278
|
|
|
$
|
35
|
|
|
$
|
569
|
|
|
$
|
70
|
|
(1)
|
The G&P segment includes
$16 million
and
$60 million
of capital expenditures related to Partnership operated, non-wholly-owned subsidiaries for the
three and six
months ended
June 30, 2016
.
|
(In millions)
|
June 30, 2016
|
|
December 31, 2015
|
||||
L&S
|
$
|
1,952
|
|
|
$
|
1,858
|
|
G&P
|
14,127
|
|
|
14,246
|
|
||
Total assets
|
$
|
16,079
|
|
|
$
|
16,104
|
|
(1)
|
Financial information has been retrospectively adjusted for the acquisition of HSM from MPC. See Notes
1
and
3
. Prior to this acquisition, MPC paid all income taxes related to HSM.
|
(2)
|
MarkWest Hydrocarbon pays tax on its share of the Partnership’s income or loss as a result of its ownership of Class A units.
|
(In millions)
|
June 30, 2016
|
|
December 31, 2015
|
||||
NGLs
|
$
|
2
|
|
|
$
|
3
|
|
Line fill
|
6
|
|
|
5
|
|
||
Spare parts, materials and supplies
|
41
|
|
|
43
|
|
||
Total inventories
|
$
|
49
|
|
|
$
|
51
|
|
(In millions)
|
June 30, 2016
|
|
December 31, 2015
|
||||
Natural gas gathering and NGL transportation pipelines and facilities
|
$
|
4,573
|
|
|
$
|
4,307
|
|
Processing, fractionation and storage facilities
|
3,456
|
|
|
3,185
|
|
||
Pipelines and related assets
|
1,186
|
|
|
1,128
|
|
||
Barges and towing vessels
|
478
|
|
|
475
|
|
||
Land, building, office equipment and other
|
662
|
|
|
606
|
|
||
Construction in progress
|
898
|
|
|
946
|
|
||
Total
|
11,253
|
|
|
10,647
|
|
||
Less accumulated depreciation
|
893
|
|
|
650
|
|
||
Property, plant and equipment, net
|
$
|
10,360
|
|
|
$
|
9,997
|
|
(In millions)
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Significant other observable inputs (Level 2)
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Significant unobservable inputs (Level 3)
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
—
|
|
|
(4
|
)
|
|
7
|
|
|
—
|
|
||||
Embedded derivatives in commodity contracts
|
1
|
|
|
(41
|
)
|
|
—
|
|
|
(32
|
)
|
||||
Total carrying value in Consolidated Balance Sheets
|
$
|
1
|
|
|
$
|
(45
|
)
|
|
$
|
9
|
|
|
$
|
(32
|
)
|
Level 3 Instrument
|
|
Balance Sheet Classification
|
|
Unobservable Inputs
|
|
Value Range
|
|
Time Period
|
Commodity contracts
|
|
Liabilities
|
|
Forward ethane prices (per gallon)
(1)
|
|
$0.24 - $0.28
|
|
July 2016 - Dec. 2016
|
|
|
|
|
Forward propane prices (per gallon)
(1)
|
|
$0.52 - $0.57
|
|
July 2016 - Dec. 2016
|
|
|
|
|
Forward isobutane prices (per gallon)
(1)
|
|
$0.69 - $0.72
|
|
July 2016 - Dec. 2016
|
|
|
|
|
Forward normal butane prices (per gallon)
(1)
|
|
$0.63 - $0.69
|
|
July 2016 - Dec. 2016
|
|
|
|
|
Forward natural gasoline prices (per gallon)
(1)
|
|
$0.99 - $1.03
|
|
July 2016 - Dec. 2016
|
|
|
|
|
|
|
|
|
|
Embedded derivatives in commodity contracts
|
|
Assets
|
|
ERCOT Pricing (per MegaWatt Hour)
|
|
$26.47 - $57.95
|
|
July 2016 - Dec. 2016
|
|
|
Liabilities
|
|
Forward propane prices (per gallon)
(1)
|
|
$0.52 - $0.58
|
|
July 2016 - Dec. 2022
|
|
|
|
|
Forward isobutane prices (per gallon)
(1)
|
|
$0.67 - $0.73
|
|
July 2016 - Dec. 2022
|
|
|
|
|
Forward normal butane prices (per gallon)
(1)
|
|
$0.62 - $0.71
|
|
July 2016 - Dec. 2022
|
|
|
|
|
Forward natural gasoline prices (per gallon)
(1)
|
|
$0.99 - $1.10
|
|
July 2016 - Dec. 2022
|
|
|
|
|
Forward natural gas prices (per mmbtu)
(2)
|
|
$2.61 - $3.35
|
|
July 2016 - Dec. 2022
|
|
|
|
|
Probability of renewal
(3)
|
|
50.0%
|
|
|
|
|
|
|
Probability of renewal for second 5-yr term
(3)
|
|
75.0%
|
|
|
(1)
|
NGL prices used in the valuation are generally at the lower end of the range in the early years and increase over time.
|
(2)
|
Natural gas prices used in the valuations are generally at the lower end of the range in the early years and increase over time.
|
(3)
|
The producer counterparty to the embedded derivative has the option to renew the gas purchase agreement and the related keep-whole processing agreement for
two
successive
five
-year terms after 2022. The embedded gas purchase agreement cannot be renewed without the renewal of the related keep-whole processing agreement. Due to the significant number of years until the renewal options are exercisable and the high level of uncertainty regarding the counterparty’s future business strategy, the future commodity price environment, and the future competitive environment for midstream services in the Southern Appalachian region, management determined that a
50 percent
probability of renewal for the first five-year term and
75 percent
for the second five-year term are appropriate assumptions. Included in this assumption is a further extension of management’s estimates of future frac spreads through 2032.
|
•
|
A single embedded derivative liability comprised of both the purchase of natural gas at prices impacted by the frac spread and the probability of contract renewal (the “Natural Gas Embedded Derivative”), as discussed further in Note
14
. Increases (decreases) in the frac spread result in an increase (decrease) in the fair value of the embedded derivative liability. An increase in the probability of renewal would result in an increase in the fair value of the related embedded derivative liability.
|
•
|
An embedded derivative related to utilities costs discussed further in Note
14
. Increases in the forward ERCOT prices result in an increase in the fair value of the embedded derivative asset.
|
•
|
The estimated favorability of the contracts to the producer customer as compared to other options that would be available to them at the time and in the relative geographic area of their producing assets;
|
•
|
Extrapolated pricing curves, using a weighted average probability method that is based on historical frac spreads, which impact the calculation of favorability;
|
•
|
The producer customer’s potential business strategy decision points that may exist at the time the counterparty would elect whether to renew the contracts.
|
|
Three Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2016
|
||||||||||||
(In millions)
|
Commodity Derivative Contracts (net)
|
|
Embedded Derivatives in Commodity Contracts (net)
|
|
Commodity Derivative Contracts (net)
|
|
Embedded Derivatives in Commodity Contracts (net)
|
||||||||
Fair value at beginning of period
|
$
|
—
|
|
|
$
|
(34
|
)
|
|
$
|
7
|
|
|
$
|
(32
|
)
|
Total loss (realized and unrealized) included in earnings
(1)
|
(6
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
(11
|
)
|
||||
Settlements
|
1
|
|
|
1
|
|
|
(5
|
)
|
|
3
|
|
||||
Netting adjustment
(2)
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Fair value at end of period
|
$
|
(4
|
)
|
|
$
|
(40
|
)
|
|
$
|
(4
|
)
|
|
$
|
(40
|
)
|
The amount of total loss for the period included in earnings attributable to the change in unrealized loss relating to assets still held at end of period
|
$
|
(5
|
)
|
|
$
|
(8
|
)
|
|
$
|
(6
|
)
|
|
$
|
(11
|
)
|
(1)
|
Gains and losses on Commodity Derivative Contracts classified as Level 3 are recorded in
Product sales
in the accompanying Consolidated Statements of Income. Gains and losses on Embedded Derivatives in Commodity Contracts are recorded in
Costs of revenue
and
Purchased product costs
.
|
(2)
|
Certain derivative positions are subject to master netting agreements; therefore, the Partnership has elected to offset derivative assets and liabilities where legally permissible. The Partnership may hold positions with certain counterparties,
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||
(In millions)
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Long-term debt
|
$
|
4,748
|
|
|
$
|
4,400
|
|
|
$
|
5,212
|
|
|
$
|
5,255
|
|
SMR liability
|
$
|
105
|
|
|
$
|
98
|
|
|
$
|
99
|
|
|
$
|
100
|
|
Derivative contracts not designated as hedging instruments
|
Financial Position
|
|
Notional Quantity (net)
|
|
Crude Oil (bbl)
|
Short
|
|
184,000
|
|
Natural Gas (MMBtu)
|
Long
|
|
1,088,484
|
|
NGLs (gal)
|
Short
|
|
64,810,176
|
|
(In millions)
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||
Derivative contracts not designated as hedging instruments and their balance sheet location
|
|
Asset
|
|
Liability
|
|
Asset
|
|
Liability
|
||||||||
Commodity contracts
(1)
|
|
|
|
|
|
|
|
|
||||||||
Other current assets / other current liabilities
|
|
$
|
1
|
|
|
$
|
(9
|
)
|
|
$
|
9
|
|
|
$
|
(5
|
)
|
Other noncurrent assets / deferred credits and other liabilities
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
(27
|
)
|
||||
Total
|
|
$
|
1
|
|
|
$
|
(45
|
)
|
|
$
|
9
|
|
|
$
|
(32
|
)
|
(1)
|
Includes embedded derivatives in commodity contracts as discussed above.
|
|
June 30, 2016
|
||||||||||||||||||||||
|
Assets
|
|
Liabilities
|
||||||||||||||||||||
(In millions)
|
Gross Amount
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amount of Assets in the Consolidated Balance Sheets
|
|
Gross Amount
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amount of Liabilities in the Consolidated Balance Sheets
|
||||||||||||
Current
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
|
$
|
2
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
2
|
|
|
$
|
(4
|
)
|
Embedded derivatives in commodity contracts
|
1
|
|
|
—
|
|
|
1
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||||
Total current derivative instruments
|
3
|
|
|
(2
|
)
|
|
1
|
|
|
(11
|
)
|
|
2
|
|
|
(9
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-current
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Embedded derivatives in commodity contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
(36
|
)
|
||||||
Total non-current derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
(36
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total derivative instruments
|
$
|
3
|
|
|
$
|
(2
|
)
|
|
$
|
1
|
|
|
$
|
(47
|
)
|
|
$
|
2
|
|
|
$
|
(45
|
)
|
(In millions)
|
Three Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2016
|
||||
Product sales
|
|
|
|
||||
Realized (loss) gain
|
$
|
(1
|
)
|
|
$
|
6
|
|
Unrealized loss
|
(6
|
)
|
|
(14
|
)
|
||
Total revenue: derivative loss from product sales
|
(7
|
)
|
|
(8
|
)
|
||
Purchased product costs
|
|
|
|
||||
Unrealized loss
|
(8
|
)
|
|
(9
|
)
|
||
Cost of Revenues
|
|
|
|
||||
Unrealized gain
|
2
|
|
|
2
|
|
||
Total loss
|
$
|
(13
|
)
|
|
$
|
(15
|
)
|
(In millions)
|
June 30, 2016
|
|
December 31, 2015
|
||||
MPLX LP:
|
|
|
|
||||
Bank revolving credit facility due 2020
|
$
|
—
|
|
|
$
|
877
|
|
Term loan facility due 2019
|
250
|
|
|
250
|
|
||
5.500% senior notes due 2023
|
710
|
|
|
710
|
|
||
4.500% senior notes due 2023
|
989
|
|
|
989
|
|
||
4.875% senior notes due 2024
|
1,149
|
|
|
1,149
|
|
||
4.000% senior notes due 2025
|
500
|
|
|
500
|
|
||
4.875% senior notes due 2025
|
1,189
|
|
|
1,189
|
|
||
Consolidated subsidiaries:
|
|
|
|
||||
MarkWest - 4.500% - 5.500% senior notes, due 2023 - 2025
|
63
|
|
|
63
|
|
||
MPL - capital lease obligations due 2020
|
9
|
|
|
9
|
|
||
Total
|
4,859
|
|
|
5,736
|
|
||
Unamortized debt issuance costs
|
(8
|
)
|
|
(8
|
)
|
||
Unamortized discount
(1)
|
(450
|
)
|
|
(472
|
)
|
||
Amounts due within one year
|
(1
|
)
|
|
(1
|
)
|
||
Total long-term debt due after one year
|
$
|
4,400
|
|
|
$
|
5,255
|
|
(1)
|
Includes $442 million and
$465 million
discount as of
June 30, 2016
and
December 31, 2015
, respectively, related to the difference between the fair value and the principal amount of the assumed MarkWest debt.
|
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Gross goodwill as of December 31, 2015
|
$
|
116
|
|
|
$
|
2,454
|
|
|
$
|
2,570
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance as of December 31, 2015
|
116
|
|
|
2,454
|
|
|
2,570
|
|
|||
Purchase price allocation adjustments
(1)
|
—
|
|
|
(241
|
)
|
|
(241
|
)
|
|||
Impairment losses
|
—
|
|
|
(130
|
)
|
|
(130
|
)
|
|||
Balance as of June 30, 2016
|
$
|
116
|
|
|
$
|
2,083
|
|
|
$
|
2,199
|
|
|
|
|
|
|
|
||||||
Gross goodwill as of June 30, 2016
|
$
|
116
|
|
|
$
|
2,213
|
|
|
$
|
2,329
|
|
Accumulated impairment losses
|
—
|
|
|
(130
|
)
|
|
(130
|
)
|
|||
Balance as of June 30, 2016
|
$
|
116
|
|
|
$
|
2,083
|
|
|
$
|
2,199
|
|
(1)
|
See Note
3
for further discussion on purchase price allocation adjustments.
|
|
Six Months Ended June 30,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Net cash provided by operating activities included:
|
|
|
|
||||
Interest paid (net of amounts capitalized)
|
$
|
109
|
|
|
$
|
2
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Net transfers of property, plant and equipment from materials and supplies inventories
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
Six Months Ended June 30,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
(Decrease) increase in capital accruals
|
$
|
(6
|
)
|
|
$
|
13
|
|
|
Number
of Units |
|
Weighted
Average Fair Value |
|||
Outstanding at December 31, 2015
|
1,031,219
|
|
|
$
|
35.49
|
|
Granted
|
445,555
|
|
|
29.31
|
|
|
Settled
|
(43,660
|
)
|
|
51.21
|
|
|
Forfeited
|
(19,490
|
)
|
|
31.36
|
|
|
Outstanding at June 30, 2016
|
1,413,624
|
|
|
33.11
|
|
•
|
L&S segment operating income attributable to MPLX LP increased approximately
$35 million
for the three months ended
June 30, 2016
compared to the same period of
2015
due to the inclusion of HSM results after our acquisition as of March 31, 2016.
|
•
|
G&P segment operating income attributable to MPLX LP increased approximately
$271 million
for the three months ended
June 30, 2016
compared to the same period of
2015
due to the MarkWest Merger.
|
•
|
During the
second
quarter of 2016, we completed the private placement of approximately
30.8 million
6.5 percent Series A Convertible Preferred Units for a cash purchase price of $32.50 per unit. The aggregate net proceeds of approximately
$984 million
from the sale of the Preferred Units was used for capital expenditures and repayment of debt.
|
•
|
During the second quarter of 2016, forecasts for Ohio Condensate were reduced to align with updated forecasts for customer requirements. This resulted in a fixed assets impairment charge of
$96 million
within Ohio Condensate, of which MPLX recorded its proportionate share of
$58 million
in
Loss from equity method investments
for the
three and six
months ended
June 30, 2016
. Additionally, the Partnership recorded an impairment charge of
$31 million
in
Loss from equity method investments
for the
three and six
months ended
June 30, 2016
to eliminate the basis differential related to our investment in Ohio Condensate that was established in connection with the MarkWest Merger. See Note
4
of the Notes to Consolidated Financial Statements for more information.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
Variance
|
|
2016
|
|
2015
|
|
Variance
|
||||||||||||
Total revenues and other income
|
$
|
564
|
|
|
$
|
213
|
|
|
$
|
351
|
|
|
$
|
1,173
|
|
|
$
|
414
|
|
|
$
|
759
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of revenues (excludes items below)
|
84
|
|
|
46
|
|
|
38
|
|
|
173
|
|
|
88
|
|
|
85
|
|
||||||
Purchased product costs
|
114
|
|
|
—
|
|
|
114
|
|
|
193
|
|
|
—
|
|
|
193
|
|
||||||
Rental cost of sales
|
14
|
|
|
—
|
|
|
14
|
|
|
28
|
|
|
—
|
|
|
28
|
|
||||||
Purchases - related parties
|
78
|
|
|
40
|
|
|
38
|
|
|
154
|
|
|
80
|
|
|
74
|
|
||||||
Depreciation and amortization
|
137
|
|
|
20
|
|
|
117
|
|
|
269
|
|
|
39
|
|
|
230
|
|
||||||
Impairment expense
|
1
|
|
|
—
|
|
|
1
|
|
|
130
|
|
|
—
|
|
|
130
|
|
||||||
General and administrative expenses
|
49
|
|
|
21
|
|
|
28
|
|
|
101
|
|
|
43
|
|
|
58
|
|
||||||
Other taxes
|
11
|
|
|
4
|
|
|
7
|
|
|
22
|
|
|
8
|
|
|
14
|
|
||||||
Total costs and expenses
|
488
|
|
|
131
|
|
|
357
|
|
|
1,070
|
|
|
258
|
|
|
812
|
|
||||||
Income from operations
|
76
|
|
|
82
|
|
|
(6
|
)
|
|
103
|
|
|
156
|
|
|
(53
|
)
|
||||||
Related party interest and other financial costs
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Interest expense, net of amounts capitalized
|
52
|
|
|
6
|
|
|
46
|
|
|
107
|
|
|
11
|
|
|
96
|
|
||||||
Other financial costs
|
12
|
|
|
—
|
|
|
12
|
|
|
24
|
|
|
1
|
|
|
23
|
|
||||||
Income (loss) before income taxes
|
12
|
|
|
76
|
|
|
(64
|
)
|
|
(29
|
)
|
|
144
|
|
|
(173
|
)
|
||||||
Benefit for income taxes
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
||||||
Net income (loss)
|
20
|
|
|
76
|
|
|
(56
|
)
|
|
(17
|
)
|
|
144
|
|
|
(161
|
)
|
||||||
Less: Net income attributable to noncontrolling interests
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
||||||
Less: Net income attributable to Predecessor
|
—
|
|
|
24
|
|
|
(24
|
)
|
|
23
|
|
|
46
|
|
|
(23
|
)
|
||||||
Net income (loss) attributable to MPLX LP
|
$
|
19
|
|
|
$
|
51
|
|
|
$
|
(32
|
)
|
|
$
|
(41
|
)
|
|
$
|
97
|
|
|
$
|
(138
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjusted EBITDA attributable to MPLX LP
(1)
|
$
|
351
|
|
|
$
|
70
|
|
|
$
|
281
|
|
|
$
|
653
|
|
|
$
|
134
|
|
|
$
|
519
|
|
DCF
(1)
|
$
|
285
|
|
|
$
|
62
|
|
|
$
|
223
|
|
|
$
|
521
|
|
|
$
|
118
|
|
|
$
|
403
|
|
DCF attributable to GP and LP unitholders
(1)
|
$
|
276
|
|
|
$
|
62
|
|
|
$
|
214
|
|
|
$
|
512
|
|
|
$
|
118
|
|
|
$
|
394
|
|
(1)
|
Non-GAAP financial measure. See the following tables for reconciliations to the most directly comparable GAAP measures.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
Variance
|
|
2016
|
|
2015
|
|
Variance
|
||||||||||||
Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
$
|
20
|
|
|
$
|
76
|
|
|
$
|
(56
|
)
|
|
$
|
(17
|
)
|
|
$
|
144
|
|
|
$
|
(161
|
)
|
Plus: Depreciation and amortization
|
137
|
|
|
20
|
|
|
117
|
|
|
269
|
|
|
39
|
|
|
230
|
|
||||||
Benefit for income taxes
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
||||||
Amortization of deferred financing costs
|
12
|
|
|
—
|
|
|
12
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||||
Non-cash equity-based compensation
|
4
|
|
|
—
|
|
|
4
|
|
|
6
|
|
|
1
|
|
|
5
|
|
||||||
Impairment expense
|
1
|
|
|
—
|
|
|
1
|
|
|
130
|
|
|
—
|
|
|
130
|
|
||||||
Net interest and other financial costs
|
52
|
|
|
6
|
|
|
46
|
|
|
109
|
|
|
12
|
|
|
97
|
|
||||||
Loss from equity investments
|
83
|
|
|
—
|
|
|
83
|
|
|
78
|
|
|
—
|
|
|
78
|
|
||||||
Distributions from unconsolidated subsidiaries
|
40
|
|
|
—
|
|
|
40
|
|
|
78
|
|
|
—
|
|
|
78
|
|
||||||
Unrealized loss on commodity hedges
|
12
|
|
|
—
|
|
|
12
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||||
Acquisition costs
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Adjusted EBITDA
|
351
|
|
|
102
|
|
|
249
|
|
|
684
|
|
|
196
|
|
|
488
|
|
||||||
Less: Adjusted EBITDA attributable to noncontrolling interests
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
1
|
|
|
1
|
|
|
—
|
|
||||||
Adjusted EBITDA attributable to Predecessor
|
—
|
|
|
31
|
|
|
(31
|
)
|
|
30
|
|
|
61
|
|
|
(31
|
)
|
||||||
Adjusted EBITDA attributable to MPLX LP
|
351
|
|
|
70
|
|
|
281
|
|
|
653
|
|
|
134
|
|
|
519
|
|
||||||
Plus: Current period cash received/deferred revenue for committed volume deficiencies
|
11
|
|
|
10
|
|
|
1
|
|
|
21
|
|
|
22
|
|
|
(1
|
)
|
||||||
Less: Net interest and other financial costs
|
52
|
|
|
6
|
|
|
46
|
|
|
109
|
|
|
12
|
|
|
97
|
|
||||||
Equity investment capital expenditures paid
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|
(38
|
)
|
|
—
|
|
|
(38
|
)
|
||||||
Investment in unconsolidated affiliates
|
10
|
|
|
—
|
|
|
10
|
|
|
39
|
|
|
—
|
|
|
39
|
|
||||||
Maintenance capital expenditures paid
|
16
|
|
|
4
|
|
|
12
|
|
|
28
|
|
|
8
|
|
|
20
|
|
||||||
Volume deficiency credits recognized
|
9
|
|
|
9
|
|
|
—
|
|
|
16
|
|
|
19
|
|
|
(3
|
)
|
||||||
Adjustments attributable to Predecessor
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
||||||
DCF
|
285
|
|
|
62
|
|
|
223
|
|
|
521
|
|
|
118
|
|
|
403
|
|
||||||
Less: Preferred unit distributions
|
9
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||
DCF attributable to GP and LP unitholders
|
$
|
276
|
|
|
$
|
62
|
|
|
$
|
214
|
|
|
$
|
512
|
|
|
$
|
118
|
|
|
$
|
394
|
|
|
Six Months Ended June 30,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
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
|
$
|
593
|
|
|
$
|
173
|
|
|
$
|
420
|
|
Less: Changes in working capital items
|
26
|
|
|
(9
|
)
|
|
35
|
|
|||
All other, net
|
21
|
|
|
(1
|
)
|
|
22
|
|
|||
Plus: Non-cash equity-based compensation
|
6
|
|
|
1
|
|
|
5
|
|
|||
Net interest and other financial costs
|
109
|
|
|
12
|
|
|
97
|
|
|||
Current portion income taxes
|
1
|
|
|
—
|
|
|
1
|
|
|||
Asset retirement expenditures
|
2
|
|
|
—
|
|
|
2
|
|
|||
Unrealized loss on commodity hedges
|
21
|
|
|
—
|
|
|
21
|
|
|||
Acquisition costs
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Adjusted EBITDA
|
684
|
|
|
196
|
|
|
488
|
|
|||
Less: Adjusted EBITDA attributable to noncontrolling interests
|
1
|
|
|
1
|
|
|
—
|
|
|||
Adjusted EBITDA attributable to Predecessor
|
30
|
|
|
61
|
|
|
(31
|
)
|
|||
Adjusted EBITDA attributable to MPLX LP
|
653
|
|
|
134
|
|
|
519
|
|
|||
Plus: Current period cash received/deferred revenue for committed volume deficiencies
|
21
|
|
|
22
|
|
|
(1
|
)
|
|||
Less: Net interest and other financial costs
|
109
|
|
|
12
|
|
|
97
|
|
|||
Equity investment capital expenditures paid
|
(38
|
)
|
|
—
|
|
|
(38
|
)
|
|||
Investment in unconsolidated affiliates
|
39
|
|
|
—
|
|
|
39
|
|
|||
Maintenance capital expenditures paid
|
28
|
|
|
8
|
|
|
20
|
|
|||
Volume deficiency credits recognized
|
16
|
|
|
19
|
|
|
(3
|
)
|
|||
Adjustments attributable to Predecessor
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
DCF
|
521
|
|
|
118
|
|
|
403
|
|
|||
Less: Preferred unit distributions
|
9
|
|
|
—
|
|
|
9
|
|
|||
DCF attributable to GP and LP unitholders
|
$
|
512
|
|
|
$
|
118
|
|
|
$
|
394
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
Variance
|
|
2016
|
|
2015
|
|
Variance
|
||||||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment revenue
|
$
|
193
|
|
|
$
|
193
|
|
|
$
|
—
|
|
|
$
|
385
|
|
|
$
|
376
|
|
|
$
|
9
|
|
Segment other income
|
18
|
|
|
20
|
|
|
(2
|
)
|
|
37
|
|
|
38
|
|
|
(1
|
)
|
||||||
Total segment revenues and other income
|
211
|
|
|
213
|
|
|
(2
|
)
|
|
422
|
|
|
414
|
|
|
8
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment cost of revenues
|
88
|
|
|
90
|
|
|
(2
|
)
|
|
177
|
|
|
176
|
|
|
1
|
|
||||||
Segment operating income before portion attributable to noncontrolling interest and Predecessor
|
123
|
|
|
123
|
|
|
—
|
|
|
245
|
|
|
238
|
|
|
7
|
|
||||||
Segment portion attributable to noncontrolling interest and Predecessor
|
—
|
|
|
35
|
|
|
(35
|
)
|
|
34
|
|
|
68
|
|
|
(34
|
)
|
||||||
Segment operating income attributable to MPLX LP
|
$
|
123
|
|
|
$
|
88
|
|
|
$
|
35
|
|
|
$
|
211
|
|
|
$
|
170
|
|
|
$
|
41
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
Variance
|
|
2016
|
|
2015
|
|
Variance
|
||||||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment revenue
|
$
|
530
|
|
|
$
|
—
|
|
|
$
|
530
|
|
|
$
|
1,028
|
|
|
$
|
—
|
|
|
$
|
1,028
|
|
Segment other income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total segment revenues and other income
|
530
|
|
|
—
|
|
|
530
|
|
|
1,028
|
|
|
—
|
|
|
1,028
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment cost of revenues
|
223
|
|
|
—
|
|
|
223
|
|
|
423
|
|
|
—
|
|
|
423
|
|
||||||
Segment operating income before portion attributable to noncontrolling interest
|
307
|
|
|
—
|
|
|
307
|
|
|
605
|
|
|
—
|
|
|
605
|
|
||||||
Segment portion attributable to noncontrolling interest
|
36
|
|
|
—
|
|
|
36
|
|
|
77
|
|
|
—
|
|
|
77
|
|
||||||
Segment operating income attributable to MPLX LP
|
$
|
271
|
|
|
$
|
—
|
|
|
$
|
271
|
|
|
$
|
528
|
|
|
$
|
—
|
|
|
$
|
528
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
Variance
|
|
2016
|
|
2015
|
|
Variance
|
||||||||||||
Reconciliation to Income from operations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
L&S segment operating income attributable to MPLX LP
|
$
|
123
|
|
|
$
|
88
|
|
|
$
|
35
|
|
|
$
|
211
|
|
|
$
|
170
|
|
|
$
|
41
|
|
G&P segment operating income attributable to MPLX LP
|
271
|
|
|
—
|
|
|
271
|
|
|
528
|
|
|
—
|
|
|
528
|
|
||||||
Segment operating income attributable to MPLX LP
|
394
|
|
|
88
|
|
|
306
|
|
|
739
|
|
|
170
|
|
|
569
|
|
||||||
Segment portion attributable to unconsolidated affiliates
|
(83
|
)
|
|
—
|
|
|
(83
|
)
|
|
(166
|
)
|
|
—
|
|
|
(166
|
)
|
||||||
Segment portion attributable to noncontrolling interest and Predecessor
|
36
|
|
|
35
|
|
|
1
|
|
|
111
|
|
|
68
|
|
|
43
|
|
||||||
Loss from equity method investments
|
(83
|
)
|
|
—
|
|
|
(83
|
)
|
|
(78
|
)
|
|
—
|
|
|
(78
|
)
|
||||||
Other income - related parties
|
11
|
|
|
—
|
|
|
11
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||||
Unrealized derivative losses
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
||||||
Depreciation and amortization
|
(137
|
)
|
|
(20
|
)
|
|
(117
|
)
|
|
(269
|
)
|
|
(39
|
)
|
|
(230
|
)
|
||||||
Impairment expense
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(130
|
)
|
|
—
|
|
|
(130
|
)
|
||||||
General and administrative expenses
|
(49
|
)
|
|
(21
|
)
|
|
(28
|
)
|
|
(101
|
)
|
|
(43
|
)
|
|
(58
|
)
|
||||||
Income from operations
|
$
|
76
|
|
|
$
|
82
|
|
|
$
|
(6
|
)
|
|
$
|
103
|
|
|
$
|
156
|
|
|
$
|
(53
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
Variance
|
|
2016
|
|
2015
|
|
Variance
|
||||||||||||
Reconciliation to Total revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total segment revenues and other income
|
$
|
741
|
|
|
$
|
213
|
|
|
$
|
528
|
|
|
$
|
1,450
|
|
|
$
|
414
|
|
|
$
|
1,036
|
|
Revenue adjustment from unconsolidated affiliates
|
(99
|
)
|
|
—
|
|
|
(99
|
)
|
|
(203
|
)
|
|
—
|
|
|
(203
|
)
|
||||||
Loss from equity method investments
|
(83
|
)
|
|
—
|
|
|
(83
|
)
|
|
(78
|
)
|
|
—
|
|
|
(78
|
)
|
||||||
Other income - related parties
|
11
|
|
|
—
|
|
|
11
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||||
Unrealized derivative loss
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||||
Total revenues and other income
|
$
|
564
|
|
|
$
|
213
|
|
|
$
|
351
|
|
|
$
|
1,173
|
|
|
$
|
414
|
|
|
$
|
759
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
Variance
|
|
2016
|
|
2015
|
|
Variance
|
||||||||||||
Reconciliation to Net income attributable to noncontrolling interests and Predecessor
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment portion attributable to noncontrolling interest and Predecessor
|
$
|
36
|
|
|
$
|
35
|
|
|
$
|
1
|
|
|
$
|
111
|
|
|
$
|
68
|
|
|
$
|
43
|
|
Portion of noncontrolling interests and Predecessor related to items below segment income from operations
|
(56
|
)
|
|
(10
|
)
|
|
(46
|
)
|
|
(85
|
)
|
|
(21
|
)
|
|
(64
|
)
|
||||||
Portion of operating income attributable to noncontrolling interests of unconsolidated affiliates
|
21
|
|
|
—
|
|
|
21
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||
Net income attributable to noncontrolling interests and Predecessor
|
$
|
1
|
|
|
$
|
25
|
|
|
$
|
(24
|
)
|
|
$
|
24
|
|
|
$
|
47
|
|
|
$
|
(23
|
)
|
|
Fee-Based
|
|
Percent-of-Proceeds
(1)
|
|
Keep-Whole
(2)
|
|||
L&S
|
100
|
%
|
|
—
|
%
|
|
—
|
%
|
G&P
(3)
|
90
|
%
|
|
9
|
%
|
|
1
|
%
|
Total
|
93
|
%
|
|
6
|
%
|
|
1
|
%
|
|
Fee-Based
|
|
Percent-of-Proceeds
(1)
|
|
Keep-Whole
(2)
|
|||
L&S
|
100
|
%
|
|
—
|
%
|
|
—
|
%
|
G&P
(3)
|
92
|
%
|
|
7
|
%
|
|
1
|
%
|
Total
|
94
|
%
|
|
5
|
%
|
|
1
|
%
|
(1)
|
Includes condensate sales and other types of arrangements tied to NGL prices.
|
(2)
|
Includes condensate sales and other types of arrangements tied to both NGL and natural gas prices.
|
(3)
|
Includes unconsolidated affiliates (See Note
4
of the Notes to Consolidated Financial Statements).
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Reconciliation of net operating margin to income from operations:
|
|
|
|
|
|
|
|
||||||||
Segment revenue
|
$
|
723
|
|
|
$
|
193
|
|
|
$
|
1,413
|
|
|
$
|
376
|
|
Less: Segment purchased product costs
|
108
|
|
|
—
|
|
|
186
|
|
|
—
|
|
||||
Realized derivative (loss) gain related to revenues and purchased product costs
|
(1
|
)
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Net operating margin
|
616
|
|
|
193
|
|
|
1,221
|
|
|
376
|
|
||||
Revenue adjustment from unconsolidated affiliates
(1)
|
(99
|
)
|
|
—
|
|
|
(203
|
)
|
|
—
|
|
||||
Realized derivative (loss) gain related to revenues and purchased product costs
|
(1
|
)
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Unrealized derivative losses
|
(12
|
)
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
||||
Loss from equity method investments
|
(83
|
)
|
|
—
|
|
|
(78
|
)
|
|
—
|
|
||||
Other income
|
1
|
|
|
2
|
|
|
3
|
|
|
3
|
|
||||
Other income - related parties
|
28
|
|
|
18
|
|
|
52
|
|
|
35
|
|
||||
Cost of revenues (excludes items below)
|
(84
|
)
|
|
(46
|
)
|
|
(173
|
)
|
|
(88
|
)
|
||||
Rental cost of sales
|
(14
|
)
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
||||
Purchases - related parties
|
(78
|
)
|
|
(40
|
)
|
|
(154
|
)
|
|
(80
|
)
|
||||
Depreciation and amortization
|
(137
|
)
|
|
(20
|
)
|
|
(269
|
)
|
|
(39
|
)
|
||||
Impairment expense
|
(1
|
)
|
|
—
|
|
|
(130
|
)
|
|
—
|
|
||||
General and administrative expenses
|
(49
|
)
|
|
(21
|
)
|
|
(101
|
)
|
|
(43
|
)
|
||||
Other taxes
|
(11
|
)
|
|
(4
|
)
|
|
(22
|
)
|
|
(8
|
)
|
||||
Income from operations
|
$
|
76
|
|
|
$
|
82
|
|
|
$
|
103
|
|
|
$
|
156
|
|
(1)
|
These amounts relate to Partnership operated unconsolidated affiliates. The chief operating decision maker and management include these to evaluate the segment performance as we continue to operate and manage the operations. Therefore, the impact of the revenue is included for segment reporting purposes, but removed for GAAP purposes.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
L&S
|
|
|
|
|
|
|
|
||||||||
Pipeline throughput (mbpd):
|
|
|
|
|
|
|
|
||||||||
Crude oil pipelines
|
1,066
|
|
|
1,123
|
|
|
1,045
|
|
|
1,068
|
|
||||
Product pipelines
|
904
|
|
|
941
|
|
|
910
|
|
|
913
|
|
||||
Total pipelines
|
1,970
|
|
|
2,064
|
|
|
1,955
|
|
|
1,981
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Average tariff rates ($ per barrel)
(1)
:
|
|
|
|
|
|
|
|
||||||||
Crude oil pipelines
|
$
|
0.69
|
|
|
$
|
0.66
|
|
|
$
|
0.69
|
|
|
$
|
0.67
|
|
Product pipelines
|
0.68
|
|
|
0.64
|
|
|
0.67
|
|
|
0.63
|
|
||||
Total pipelines
|
0.68
|
|
|
0.65
|
|
|
0.68
|
|
|
0.65
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Marine Assets (number in operation)
(2)
|
|
|
|
|
|
|
|
||||||||
Barges
|
205
|
|
|
202
|
|
|
205
|
|
|
202
|
|
||||
Towboats
|
18
|
|
|
18
|
|
|
18
|
|
|
18
|
|
||||
|
|
|
|
|
|
|
|
||||||||
G&P
(3)
|
|
|
|
|
|
|
|
||||||||
Gathering Throughput (mmcf/d)
|
|
|
|
|
|
|
|
||||||||
Marcellus operations
|
918
|
|
|
|
|
910
|
|
|
|
||||||
Utica operations
(4)
|
902
|
|
|
|
|
946
|
|
|
|
||||||
Southwest operations
(5)
|
1,468
|
|
|
|
|
1,460
|
|
|
|
||||||
Total gathering throughput
|
3,288
|
|
|
|
|
3,316
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Natural Gas Processed (mmcf/d)
|
|
|
|
|
|
|
|
||||||||
Marcellus operations
|
3,072
|
|
|
|
|
3,112
|
|
|
|
||||||
Utica operations
(4)
|
1,034
|
|
|
|
|
1,077
|
|
|
|
||||||
Southwest operations
|
1,175
|
|
|
|
|
1,142
|
|
|
|
||||||
Southern Appalachian operations
|
248
|
|
|
|
|
251
|
|
|
|
||||||
Total natural gas processed
|
5,529
|
|
|
|
|
5,582
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
C2 + NGLs Fractionated (mbpd)
|
|
|
|
|
|
|
|
||||||||
Marcellus operations
(6)
|
252
|
|
|
|
|
244
|
|
|
|
||||||
Utica operations
(4)(6)
|
40
|
|
|
|
|
44
|
|
|
|
||||||
Southwest operations
|
14
|
|
|
|
|
16
|
|
|
|
||||||
Southern Appalachian operations
(7)
|
16
|
|
|
|
|
17
|
|
|
|
||||||
Total C2 + NGLs fractionated
(8)
|
322
|
|
|
|
|
321
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Pricing Information
|
|
|
|
|
|
|
|
||||||||
Natural Gas NYMEX HH ($ per MMBtu)
|
$
|
2.24
|
|
|
|
|
$
|
2.12
|
|
|
|
||||
C2 + NGL Pricing ($ per gallon)
(9)
|
$
|
0.47
|
|
|
|
|
$
|
0.42
|
|
|
|
(1)
|
Average tariff rates calculated using pipeline transportation revenues divided by pipeline throughput barrels.
|
(2)
|
Represents total at end of period.
|
(3)
|
See Supplemental MD&A - G&P Pro Forma comparable prior year pro-forma information.
|
(4)
|
Utica is an unconsolidated equity method investment and is consolidated for segment purposes only.
|
(5)
|
Includes approximately
291
mmcf/d and
294
mmcf/d related to unconsolidated equity method investments, Wirth and
|
(6)
|
Hopedale is jointly owned by MarkWest Liberty Midstream and MarkWest Utica EMG, respectively. The Marcellus Operations includes its portion utilized of the jointly owned Hopedale Fractionation Complex. The Utica Operations includes Utica’s portion utilized of the jointly owned Hopedale Fractionation Complex.
|
(7)
|
Includes NGLs fractionated for the Marcellus and Utica operations.
|
(8)
|
Purity ethane makes up approximately
124
mbpd and
119
mbpd of total fractionated products for the
three and six
months ended
June 30, 2016
, 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.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
Variance
|
|
2016
|
|
2015
|
|
Variance
|
||||||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment revenue and other income
|
$
|
530
|
|
|
$
|
492
|
|
|
$
|
38
|
|
|
$
|
1,028
|
|
|
$
|
989
|
|
|
$
|
39
|
|
Total segment revenues and other income
|
530
|
|
|
492
|
|
|
38
|
|
|
1,028
|
|
|
989
|
|
|
39
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment cost of revenues
|
223
|
|
|
223
|
|
|
—
|
|
|
423
|
|
|
453
|
|
|
(30
|
)
|
||||||
Segment operating income before portion attributable to noncontrolling interest
|
307
|
|
|
269
|
|
|
38
|
|
|
605
|
|
|
536
|
|
|
69
|
|
||||||
Segment portion attributable to noncontrolling interest
|
36
|
|
|
26
|
|
|
10
|
|
|
77
|
|
|
48
|
|
|
29
|
|
||||||
Segment operating income attributable to MPLX LP
|
$
|
271
|
|
|
$
|
243
|
|
|
$
|
28
|
|
|
$
|
528
|
|
|
$
|
488
|
|
|
$
|
40
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
Variance
|
|
2016
|
|
2015
|
|
Variance
|
||||||||||||
Pro forma reconciliation to total revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total G&P segment revenues and other income
|
$
|
530
|
|
|
$
|
492
|
|
|
$
|
38
|
|
|
$
|
1,028
|
|
|
$
|
989
|
|
|
$
|
39
|
|
Revenue adjustment from unconsolidated affiliates
|
(99
|
)
|
|
(31
|
)
|
|
(68
|
)
|
|
(203
|
)
|
|
(59
|
)
|
|
(144
|
)
|
||||||
Loss from equity method investments
|
(83
|
)
|
|
1
|
|
|
(84
|
)
|
|
(78
|
)
|
|
(2
|
)
|
|
(76
|
)
|
||||||
G&P Other income (loss) - related parties
|
11
|
|
|
(2
|
)
|
|
13
|
|
|
18
|
|
|
(1
|
)
|
|
19
|
|
||||||
Unrealized derivative losses related to revenue
|
(6
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
(14
|
)
|
|
(9
|
)
|
|
(5
|
)
|
||||||
Total pro forma G&P revenues and other income
|
353
|
|
|
455
|
|
|
(102
|
)
|
|
751
|
|
|
918
|
|
|
(167
|
)
|
||||||
Total pro forma L&S revenues and other income
|
211
|
|
|
213
|
|
|
(2
|
)
|
|
422
|
|
|
414
|
|
|
8
|
|
||||||
Total pro forma revenues and other income
|
$
|
564
|
|
|
$
|
668
|
|
|
$
|
(104
|
)
|
|
$
|
1,173
|
|
|
$
|
1,332
|
|
|
$
|
(159
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
Variance
|
|
2016
|
|
2015
|
|
Variance
|
||||||||||||
Pro Forma reconciliation to pro forma net income attributable to MPLX LP:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment operating income attributable to G&P
|
$
|
271
|
|
|
$
|
243
|
|
|
$
|
28
|
|
|
$
|
528
|
|
|
$
|
488
|
|
|
$
|
40
|
|
Segment operating income attributable to L&S
|
123
|
|
|
88
|
|
|
35
|
|
|
211
|
|
|
170
|
|
|
41
|
|
||||||
Segment portion attributable to unconsolidated affiliates
|
(83
|
)
|
|
(4
|
)
|
|
(79
|
)
|
|
(166
|
)
|
|
(6
|
)
|
|
(160
|
)
|
||||||
Segment portion attributable to noncontrolling interest and Predecessor
|
36
|
|
|
47
|
|
|
(11
|
)
|
|
111
|
|
|
90
|
|
|
21
|
|
||||||
(Loss) income from equity method investments
|
(83
|
)
|
|
1
|
|
|
(84
|
)
|
|
(78
|
)
|
|
(2
|
)
|
|
(76
|
)
|
||||||
Other income (loss) - related parties
|
11
|
|
|
(2
|
)
|
|
13
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||||
Unrealized derivative losses
|
(12
|
)
|
|
(7
|
)
|
|
(5
|
)
|
|
(21
|
)
|
|
(16
|
)
|
|
(5
|
)
|
||||||
Depreciation and amortization
|
(137
|
)
|
|
(140
|
)
|
|
3
|
|
|
(269
|
)
|
|
(279
|
)
|
|
10
|
|
||||||
Impairment expense
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(130
|
)
|
|
(26
|
)
|
|
(104
|
)
|
||||||
General and administrative expenses
|
(49
|
)
|
|
(53
|
)
|
|
4
|
|
|
(101
|
)
|
|
(110
|
)
|
|
9
|
|
||||||
Pro forma income from operations
|
76
|
|
|
173
|
|
|
(97
|
)
|
|
103
|
|
|
309
|
|
|
$
|
(206
|
)
|
|||||
Related party interest and other financial costs
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Debt retirement expense
|
—
|
|
|
118
|
|
|
(118
|
)
|
|
—
|
|
|
118
|
|
|
(118
|
)
|
||||||
Net interest and other financial costs
|
64
|
|
|
65
|
|
|
(1
|
)
|
|
131
|
|
|
126
|
|
|
5
|
|
||||||
Pro forma income (loss) before income taxes
|
12
|
|
|
(10
|
)
|
|
22
|
|
|
(29
|
)
|
|
65
|
|
|
(94
|
)
|
||||||
Benefit for income taxes
|
(8
|
)
|
|
(11
|
)
|
|
3
|
|
|
(12
|
)
|
|
(14
|
)
|
|
2
|
|
||||||
Pro forma net income (loss)
|
20
|
|
|
1
|
|
|
19
|
|
|
(17
|
)
|
|
79
|
|
|
(96
|
)
|
||||||
Less: Net income attributable to noncontrolling interests
|
1
|
|
|
12
|
|
|
(11
|
)
|
|
24
|
|
|
26
|
|
|
(2
|
)
|
||||||
Pro forma net income (loss) attributable to MPLX LP
|
$
|
19
|
|
|
$
|
(11
|
)
|
|
$
|
30
|
|
|
$
|
(41
|
)
|
|
$
|
53
|
|
|
$
|
(94
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
||||||||||
Pro Forma Operating Statistics
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gathering Throughput (mmcf/d)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marcellus operations
|
918
|
|
|
857
|
|
|
7
|
%
|
|
910
|
|
|
836
|
|
|
9
|
%
|
||||
Utica operations
(1)
|
902
|
|
|
583
|
|
|
55
|
%
|
|
946
|
|
|
543
|
|
|
74
|
%
|
||||
Southwest operations
(2)
|
1,468
|
|
|
1,445
|
|
|
2
|
%
|
|
1,460
|
|
|
1,421
|
|
|
3
|
%
|
||||
Total gathering throughput
|
3,288
|
|
|
2,885
|
|
|
14
|
%
|
|
3,316
|
|
|
2,800
|
|
|
18
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural Gas Processed (mmcf/d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Marcellus operations
|
3,072
|
|
|
2,894
|
|
|
6
|
%
|
|
3,112
|
|
|
2,870
|
|
|
8
|
%
|
||||
Utica operations
(1)
|
1,034
|
|
|
762
|
|
|
36
|
%
|
|
1,077
|
|
|
759
|
|
|
42
|
%
|
||||
Southwest operations
|
1,175
|
|
|
1,064
|
|
|
10
|
%
|
|
1,142
|
|
|
1,065
|
|
|
7
|
%
|
||||
Southern Appalachian operations
|
248
|
|
|
278
|
|
|
(11
|
)%
|
|
251
|
|
|
272
|
|
|
(8
|
)%
|
||||
Total natural gas processed
|
5,529
|
|
|
4,998
|
|
|
11
|
%
|
|
5,582
|
|
|
4,966
|
|
|
12
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
C2 + NGLs Fractionated (mbpd)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marcellus operations
(3)
|
252
|
|
|
193
|
|
|
31
|
%
|
|
244
|
|
|
187
|
|
|
30
|
%
|
||||
Utica operations
(1)(3)
|
40
|
|
|
34
|
|
|
18
|
%
|
|
44
|
|
|
34
|
|
|
29
|
%
|
||||
Southwest operations
|
14
|
|
|
17
|
|
|
(18
|
)%
|
|
16
|
|
|
17
|
|
|
(6
|
)%
|
||||
Southern Appalachian operations
(4)
|
16
|
|
|
15
|
|
|
7
|
%
|
|
17
|
|
|
15
|
|
|
13
|
%
|
||||
Total C2 + NGLs fractionated
(5)
|
322
|
|
|
259
|
|
|
24
|
%
|
|
321
|
|
|
253
|
|
|
27
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pricing Information
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural Gas NYMEX HH ($ per MMBtu)
|
$
|
2.24
|
|
|
$
|
2.74
|
|
|
(18
|
)%
|
|
$
|
2.12
|
|
|
$
|
2.77
|
|
|
(23
|
)%
|
C2 + NGL Pricing ($ per gallon)
(6)
|
$
|
0.47
|
|
|
$
|
0.48
|
|
|
(2
|
)%
|
|
$
|
0.42
|
|
|
$
|
0.49
|
|
|
(14
|
)%
|
(1)
|
Utica is an unconsolidated equity method investment and is consolidated for segment purposes only.
|
(2)
|
Includes approximately
291
mmcf/d and
239
mmcf/d related to unconsolidated equity method investments, Wirth and MarkWest Pioneer, for the three months ended
June 30, 2016
and
June 30, 2015
, respectively. Includes approximately
294
mmcf/d and
226
mmcf/d related to unconsolidated equity method investments, Wirth and MarkWest Pioneer, for the
six
months ended
June 30, 2016
and
June 30, 2015
, respectively.
|
(3)
|
Hopedale is jointly owned by MarkWest Liberty Midstream and MarkWest Utica EMG, respectively. The Marcellus Operations includes its portion utilized of the jointly owned Hopedale Fractionation Complex. The Utica Operations includes Utica’s portion utilized of the jointly owned Hopedale Fractionation Complex.
|
(4)
|
Includes NGLs fractionated for the Marcellus and Utica operations.
|
(5)
|
Purity ethane makes up approximately
124
mbpd and
76
mbpd of total fractionated products for the three months ended
June 30, 2016
and
June 30, 2015
, respectively, and approximately
119
mbpd and
72
mbpd of total fractionated products for the
six
months ended
June 30, 2016
and
June 30, 2015
, respectively.
|
(6)
|
C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 35 percent ethane, 35 percent propane, 6 percent Iso-Butane, 12 percent normal butane and 12 percent natural gasoline.
|
|
Six Months Ended June 30,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
593
|
|
|
$
|
173
|
|
Investing activities
|
(526
|
)
|
|
(109
|
)
|
||
Financing activities
|
(75
|
)
|
|
39
|
|
||
Total
|
$
|
(8
|
)
|
|
$
|
103
|
|
(In millions)
|
June 30, 2016
|
|
December 31, 2015
|
||||
MPLX LP:
|
|
|
|
||||
Bank revolving credit facility due 2020
|
$
|
—
|
|
|
$
|
877
|
|
Term loan facility due 2019
|
250
|
|
|
250
|
|
||
5.500% senior notes due 2023
|
710
|
|
|
710
|
|
||
4.500% senior notes due 2023
|
989
|
|
|
989
|
|
||
4.875% senior notes due 2024
|
1,149
|
|
|
1,149
|
|
||
4.000% senior notes due 2025
|
500
|
|
|
500
|
|
||
4.875% senior notes due 2025
|
1,189
|
|
|
1,189
|
|
||
Consolidated subsidiaries:
|
|
|
|
||||
MarkWest - 4.500% - 5.500%, due 2023 - 2025
|
63
|
|
|
63
|
|
||
MPL - capital lease obligations due 2020
|
9
|
|
|
9
|
|
||
Total
|
4,859
|
|
|
5,736
|
|
||
Unamortized debt issuance costs
|
(8
|
)
|
|
(8
|
)
|
||
Unamortized discount
(1)
|
(450
|
)
|
|
(472
|
)
|
||
Amounts due within one year
|
(1
|
)
|
|
(1
|
)
|
||
Total long-term debt due after one year
|
$
|
4,400
|
|
|
$
|
5,255
|
|
(1)
|
Includes $442 million and
$465 million
discount as of
June 30, 2016
and
December 31, 2015
, respectively, related to the difference between the fair value and the principal amount of the assumed MarkWest debt.
|
Rating Agency
|
|
Rating
|
Fitch
|
|
BBB- (stable outlook)
|
Moody’s
|
|
Baa3 (stable outlook)
|
Standard & Poor’s
|
|
BBB- (stable outlook)
|
|
June 30, 2016
|
||||||||||
(In millions)
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Available
Capacity
|
||||||
MPLX LP - bank revolving credit facility
(1)
|
$
|
2,000
|
|
|
$
|
(8
|
)
|
|
$
|
1,992
|
|
MPC Investment - loan agreement
|
500
|
|
|
—
|
|
|
500
|
|
|||
Total
|
$
|
2,500
|
|
|
$
|
(8
|
)
|
|
$
|
2,492
|
|
Cash and cash equivalents
(2)
|
|
|
|
|
33
|
|
|||||
Total liquidity
|
|
|
|
|
$
|
2,525
|
|
(1)
|
Outstanding borrowings include
$8 million
in letters of credit outstanding under this facility.
|
(2)
|
Approximately
$2 million
of cash and cash equivalents related to our consolidated joint venture and is not available for general use.
|
(In units)
|
Common
|
|
Class B
|
|
General Partner
|
|
Total
|
||||
Balance at December 31, 2015
|
296,687,176
|
|
|
7,981,756
|
|
|
6,800,475
|
|
|
311,469,407
|
|
Unit-based compensation awards
|
37,251
|
|
|
—
|
|
|
761
|
|
|
38,012
|
|
Issuance of units under the ATM Program
|
12,025,000
|
|
|
—
|
|
|
245,406
|
|
|
12,270,406
|
|
Contribution of HSM
|
22,534,002
|
|
|
—
|
|
|
459,878
|
|
|
22,993,880
|
|
Balance at June 30, 2016
|
331,283,429
|
|
|
7,981,756
|
|
|
7,506,520
|
|
|
346,771,705
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Distribution declared:
|
|
|
|
|
|
|
|
||||||||
Limited partner units - public
|
$
|
131
|
|
|
$
|
10
|
|
|
$
|
258
|
|
|
$
|
20
|
|
Limited partner units - MPC
|
41
|
|
|
25
|
|
|
70
|
|
|
48
|
|
||||
General partner units - MPC
|
4
|
|
|
1
|
|
|
8
|
|
|
2
|
|
||||
Incentive distribution rights - MPC
|
46
|
|
|
6
|
|
|
86
|
|
|
9
|
|
||||
Total GP & LP distribution declared
|
222
|
|
|
42
|
|
|
422
|
|
|
79
|
|
||||
Redeemable preferred units
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
Total distribution declared
|
$
|
231
|
|
|
$
|
42
|
|
|
$
|
431
|
|
|
$
|
79
|
|
|
|
|
|
|
|
|
|
||||||||
Cash distributions declared per limited partner common unit
|
$
|
0.5100
|
|
|
$
|
0.4400
|
|
|
$
|
1.0150
|
|
|
$
|
0.8500
|
|
|
Six months ended June 30,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Capital expenditures:
|
|
|
|
||||
Maintenance
|
$
|
31
|
|
|
$
|
8
|
|
Expansion
|
533
|
|
|
75
|
|
||
Total capital expenditures
|
564
|
|
|
83
|
|
||
Less: (Decrease) increase in capital accruals
|
(7
|
)
|
|
13
|
|
||
Asset retirement expenditures
|
2
|
|
|
—
|
|
||
Additions to property, plant and equipment
|
569
|
|
|
70
|
|
||
Capital expenditures of unconsolidated subsidiaries
(1)
|
60
|
|
|
—
|
|
||
Total gross capital expenditures
|
629
|
|
|
70
|
|
||
Less: Joint venture partner contributions
(2)
|
29
|
|
|
—
|
|
||
Total gross capital expenditures, net
|
$
|
600
|
|
|
$
|
70
|
|
(1)
|
Includes amounts related to unconsolidated, Partnership operated subsidiaries.
|
(2)
|
This represents estimated joint venture partners’ share of growth capital.
|
WTI Crude Swaps
|
|
Volumes (Bbl/d)
|
|
WAVG Price (Per Bbl)
|
|
Fair Value (in thousands)
|
|||||
2016 (Jul - Dec)
|
|
1,000
|
|
|
$
|
52.17
|
|
|
$
|
407
|
|
Ethane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Jul - Dec)
|
|
54,600
|
|
|
$
|
0.23
|
|
|
$
|
(260
|
)
|
Propane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Jul - Dec)
|
|
75,600
|
|
|
$
|
0.43
|
|
|
$
|
(1,639
|
)
|
IsoButane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Jul - Dec)
|
|
16,658
|
|
|
$
|
0.59
|
|
|
$
|
(353
|
)
|
Normal Butane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Jul - Dec)
|
|
12,600
|
|
|
$
|
0.53
|
|
|
$
|
(396
|
)
|
Natural Gasoline Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Jul - Dec)
|
|
4,200
|
|
|
$
|
0.98
|
|
|
$
|
(22
|
)
|
Natural Gas Swaps
|
|
Volumes (MMBtu/d)
|
|
WAVG Price (Per MMBtu)
|
|
Fair Value (in thousands)
|
|||||
2016 (Jul - Dec)
|
|
5,916
|
|
|
$
|
2.22
|
|
|
$
|
718
|
|
Propane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Jul - Dec)
|
|
37,835
|
|
|
$
|
0.49
|
|
|
$
|
(434
|
)
|
IsoButane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Jul - Dec)
|
|
4,222
|
|
|
$
|
0.59
|
|
|
$
|
(90
|
)
|
Normal Butane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Jul - Dec)
|
|
11,842
|
|
|
$
|
0.57
|
|
|
$
|
(207
|
)
|
Natural Gasoline Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Jul - Dec)
|
|
8,671
|
|
|
$
|
0.90
|
|
|
$
|
(170
|
)
|
Propane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Jul - Dec)
|
|
50,400
|
|
|
$
|
0.47
|
|
|
$
|
(725
|
)
|
IsoButane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Jul - Dec)
|
|
8,400
|
|
|
$
|
0.55
|
|
|
$
|
(237
|
)
|
Normal Butane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Jul - Dec)
|
|
21,000
|
|
|
$
|
0.57
|
|
|
$
|
(336
|
)
|
Natural Gasoline Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Jul - Dec)
|
|
46,200
|
|
|
$
|
0.99
|
|
|
$
|
(184
|
)
|
IsoButane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|||
2017 (Jan - Mar)
|
|
4,200
|
|
|
$
|
0.65
|
|
Normal Butane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|||
2017 (Jan - Mar)
|
|
8,400
|
|
|
$
|
0.65
|
|
(In millions)
|
Fair Value as of June 30, 2016
(1)
|
|
Change in Fair Value
(2)
|
|
Change in Income Before Income Taxes for the Six Months Ended
June 30, 2016
(3)
|
||||||
Long-term debt
|
|
|
|
|
|
||||||
Fixed-rate
|
$
|
4,498
|
|
|
$
|
305
|
|
|
n/a
|
|
|
Variable-rate
|
$
|
250
|
|
|
n/a
|
|
|
$
|
4
|
|
(1)
|
Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.
|
(2)
|
Assumes a 100-basis-point decrease in the weighted average yield-to-maturity at
June 30, 2016
.
|
(3)
|
Assumes a 100-basis-point change in interest rates. The change to net income was based on the weighted average balance of all outstanding variable-rate debt for the
six
months ended
June 30, 2016
.
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
|
2.1
|
|
Membership Interests Contribution Agreement, dated March 14, 2016, between MPLX LP, MPLX Logistics Holdings LLC, MPLX GP LLC and MPC Investment LLC
|
|
8-K
|
|
2.1
|
|
|
3/17/2016
|
|
001-35714
|
|
|
|
|
3.1
|
|
Certificate of Limited Partnership of MPLX LP
|
|
S-1
|
|
3.1
|
|
|
7/2/2012
|
|
333-182500
|
|
|
|
|
3.2
|
|
Amendment to the Certificate of Limited Partnership of MPLX LP
|
|
S-1/A
|
|
3.2
|
|
|
10/9/2012
|
|
333-182500
|
|
|
|
|
3.4
|
|
Second Amended and Restated Agreement of Limited Partnership of MPLX LP, dated as of May 13, 2016
|
|
8-K
|
|
3.1
|
|
|
5/16/2016
|
|
001-35714
|
|
|
|
|
4.1
|
|
Registration Rights Agreement, dated as of May 13, 2016, by and between MPLX LP and the Purchasers party thereto
|
|
8-K
|
|
4.1
|
|
|
5/16/2016
|
|
001-35714
|
|
|
|
|
10.1
|
|
First Amendment to Employee Services Agreement, dated May 10, 2016, by and between Marathon Petroleum Logistics Services LLC, MPLX GP LLC and Marathon Pipe Line LLC
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
10.2
|
|
First Amendment to Amended and Restated Transportation Services Agreement, effective as of April 1, 2016, by and between Marathon Petroleum Company LP and Hardin Street Marine LLC
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
10.3
|
|
Series A Preferred Unit Purchase Agreement, dated as of April 27, 2016, by and among MPLX LP and the Purchasers party thereto
|
|
8-K
|
|
10.1
|
|
|
4/29/2016
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001-35714
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31.1
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Certification of Chief Executive Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934
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X
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31.2
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Certification of Chief Financial Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934
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X
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32.1
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
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X
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32.2
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
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X
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101.INS
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XBRL Instance Document
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X
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101.SCH
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XBRL Taxonomy Extension Schema
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X
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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X
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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X
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Incorporated by Reference
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Exhibit
Number
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Exhibit Description
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Form
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Exhibit
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Filing Date
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SEC File No.
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Filed
Herewith
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Furnished
Herewith
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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X
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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X
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MPLX LP
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By:
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MPLX GP LLC
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Its general partner
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Date: August 2, 2016
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By:
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/s/ Paula L. Rosson
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Paula L. Rosson
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Senior Vice President and Chief Accounting Officer of MPLX GP LLC
(the general partner of MPLX LP)
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1.
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Delete
the fo
ll
ow
in
g
paragraph in
Annex
B
in
its entirety:
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2.
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Capitalized
te
rm
s
used
but not
defined
in
th
i
s F
ir
st
Amendment
shall have
the m
ean
i
n
g
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3.
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This
First Amendment supersedes
any
other
prior agreements
or
understandings
of the
parties relating to
this
subject matter
and
the parties are
n
ot
relying
on
any statement
,
representation, promise or inducement not
express
ly
set forth
her
e
in
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4.
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This
First Amendment
may be
executed
in one
or more counterparts
,
and
in
both original form and
one or mo
r
e
photocopies
,
eac
h
of which
shall
b
e
deemed to
be
an original, but all of
whic
h
together sha
ll be
deemed to constitute one and
the same
instrument.
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5.
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Except for the provisions
of
the
Agreement specifica
ll
y addresse
d
in this
Fi
r
st
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MARATHON PETROLEUM LOGISTICS SERVICES LLC
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By:
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/s/ J. S. Swearingen
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J. S. Swearingen, President
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MPLX GP LLC
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By:
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/s/ D. C. Templin
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D. C. Templin, President
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MARATHON PIPE LINE LLC
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By:
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/s/ C. O. Pierson
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C. O. Pierson, President
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Date:
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May 10, 2016
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(a)
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Monthly, to the extent incurred by HSM, MPC shall reimburse HSM for each of the following:
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(1)
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all reasonable fuel and ancillary costs incurred by HSM, all reasonable Cleaning and Repair Facility Charges and all reasonable Third Party charges, including all port and harbor charges, incurred in providing the Transportation Services under this Agreement;
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(2)
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any reasonable costs and expenses incurred by HSM for all damage of any kind, as well as reasonable waste removal and cleaning costs, resulting from the receipt of Product that does not conform to the applicable industry standard quality specifications as set forth in
Section 5.2
;
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(3)
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any reasonable costs and expenses incurred by HSM in complying with any new or change in Applicable Law occurring after the Effective Date that affects the Transportation Services provided by HSM under this Agreement, provided that (i) compliance by HSM with any such new or change in Applicable Law requires capital expenditures by HSM and (ii)
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(4)
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all taxes (other than income taxes, gross receipt taxes, ad valorem taxes, property taxes and similar taxes) incurred by HSM on MPC's behalf with respect to the Transportation Services provided under this Agreement, to the extent such reimbursement is not prohibited by Applicable Law;
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(5)
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the actual costs of any capital expenditures, excluding Additional Equipment, HSM agrees to make at MPC's request, to the extent such costs are actually incurred by HSM; and
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(6)
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any reasonable costs incurred by HSM to restore disruptions to the Transportation Services described in Section 3.1(a) that are caused by MPC or MPC's employees, Affiliates, representatives, agents or customers.
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(b)
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Monthly, to the extent incurred by MPC, HSM shall reimburse MPC for each of the following:
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(1)
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any motor fuel excise tax or similar taxes or fees incurred by MPC, which are chargeable to HSM as a user of such fuel.
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(2)
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any reasonable costs incurred by MPC not covered under this
Section 4.4
, or elsewhere in this Agreement, that are related to HSM providing Transportation Services.
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(c)
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For expenses incurred under this
Section 4.4(a)
, HSM and MPC agree that third parties may directly invoice MPC and MPC shall be responsible for prompt payment of any such invoice.
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2.
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Capitalized terms used but not defined in this First Amendment shall have the meaning
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3.
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This First Amendment supersedes any other prior agreements or understandings of the parties relating to this subject matter and the parties are not relying on any statement, representation, promise or inducement not expressly set forth herein.
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4.
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This First Amendment may be executed in one or more counterparts, and in both original form and one or more photocopies, each of which shall be deemed to be an original, but all of which together shall be deemed to constitute one and the same instrument.
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5.
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Except for the provisions of the Agreement specifically addressed in this First Amendment, all other provisions of the Agreement shall remain in full force and effect.
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MARATHON PETROLEUM COMPANY LP
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By: MPC Investment LLC, its General Partner
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By:
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/s/ J. S. Swearingen
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J. S. Swearingen, Vice President
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Date:
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June 29, 2016
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HARDIN STREET MARINE LLC
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By:
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/s/ M. Todd Sandifer
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M. Todd Sandifer, President
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Date:
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June 30, 2016
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1.
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I have reviewed this report on Form 10-Q of MPLX LP;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: August 2, 2016
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/s/ Gary R. Heminger
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Gary R. Heminger
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Chairman of the Board of Directors and Chief Executive Officer of MPLX GP LLC (the general partner of MPLX LP)
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1.
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I have reviewed this report on Form 10-Q of MPLX LP;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: August 2, 2016
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/s/ Nancy K. Buese
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Nancy K. Buese
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Executive Vice President and Chief Financial Officer of MPLX GP LLC
(the general partner of MPLX LP)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
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August 2, 2016
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/s/ Gary R. Heminger
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Gary R. Heminger
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Chairman of the Board of Directors and Chief Executive Officer of MPLX GP LLC (the general partner of MPLX LP)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
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August 2, 2016
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/s/ Nancy K. Buese
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Nancy K. Buese
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Executive Vice President and Chief Financial Officer of MPLX GP LLC
(the general partner of MPLX LP)
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