|
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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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
27-0005456
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
200 E. Hardin Street, Findlay, Ohio
|
|
45840
|
(Address of principal executive offices)
|
|
(Zip code)
|
Large accelerated filer
|
x
|
Accelerated filer
|
¨
|
|
|
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Non-accelerated filer
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¨
(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
|
|
Item 5. Other Information
|
|
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
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions, except per unit data)
|
2016
|
|
2015
(1)
|
|
2016
|
|
2015
(1)
|
||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
||||||||
Service revenue
|
$
|
250
|
|
|
$
|
18
|
|
|
$
|
712
|
|
|
$
|
50
|
|
Service revenue - related parties
|
153
|
|
|
152
|
|
|
448
|
|
|
446
|
|
||||
Rental income
|
77
|
|
|
—
|
|
|
218
|
|
|
—
|
|
||||
Rental income - related parties
|
29
|
|
|
25
|
|
|
84
|
|
|
75
|
|
||||
Product sales
|
157
|
|
|
—
|
|
|
394
|
|
|
—
|
|
||||
Product sales - related parties
|
2
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||
Gain on sale of assets
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Income (loss) from equity method investments
|
6
|
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
||||
Other income
|
2
|
|
|
1
|
|
|
5
|
|
|
4
|
|
||||
Other income - related parties
|
26
|
|
|
18
|
|
|
78
|
|
|
53
|
|
||||
Total revenues and other income
|
703
|
|
|
214
|
|
|
1,876
|
|
|
628
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenues (excludes items below)
|
90
|
|
|
59
|
|
|
263
|
|
|
147
|
|
||||
Purchased product costs
|
117
|
|
|
—
|
|
|
310
|
|
|
—
|
|
||||
Rental cost of sales
|
11
|
|
|
—
|
|
|
39
|
|
|
—
|
|
||||
Purchases - related parties
|
84
|
|
|
43
|
|
|
238
|
|
|
123
|
|
||||
Depreciation and amortization
|
138
|
|
|
19
|
|
|
407
|
|
|
58
|
|
||||
Impairment expense
|
—
|
|
|
—
|
|
|
130
|
|
|
—
|
|
||||
General and administrative expenses
|
46
|
|
|
25
|
|
|
147
|
|
|
68
|
|
||||
Other taxes
|
10
|
|
|
—
|
|
|
32
|
|
|
8
|
|
||||
Total costs and expenses
|
496
|
|
|
146
|
|
|
1,566
|
|
|
404
|
|
||||
Income from operations
|
207
|
|
|
68
|
|
|
310
|
|
|
224
|
|
||||
Related party interest and other financial costs
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Interest expense (net of amounts capitalized of $7 million, $1 million, $21 million and $3 million, respectively)
|
51
|
|
|
4
|
|
|
158
|
|
|
15
|
|
||||
Other financial costs
|
13
|
|
|
1
|
|
|
37
|
|
|
2
|
|
||||
Income before income taxes
|
143
|
|
|
63
|
|
|
114
|
|
|
207
|
|
||||
Benefit for income taxes
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
||||
Net income
|
143
|
|
|
63
|
|
|
126
|
|
|
207
|
|
||||
Less: Net income attributable to noncontrolling interests
|
2
|
|
|
—
|
|
|
3
|
|
|
1
|
|
||||
Less: Net income attributable to Predecessor
|
—
|
|
|
22
|
|
|
23
|
|
|
68
|
|
||||
Net income attributable to MPLX LP
|
141
|
|
|
41
|
|
|
100
|
|
|
138
|
|
||||
Less: Preferred unit distributions
|
16
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||
Less: General partner’s interest in net income attributable to MPLX LP
|
51
|
|
|
8
|
|
|
136
|
|
|
19
|
|
||||
Limited partners’ interest in net income (loss) attributable to MPLX LP
|
$
|
74
|
|
|
$
|
33
|
|
|
$
|
(61
|
)
|
|
$
|
119
|
|
Per Unit Data (See Note 6)
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Common - basic
|
$
|
0.22
|
|
|
$
|
0.41
|
|
|
$
|
(0.19
|
)
|
|
$
|
1.42
|
|
Common - diluted
|
0.21
|
|
|
0.41
|
|
|
(0.19
|
)
|
|
1.42
|
|
||||
Subordinated - basic and diluted
|
—
|
|
|
—
|
|
|
—
|
|
|
1.36
|
|
||||
Weighted average limited partner units outstanding:
|
|
|
|
|
|
|
|
||||||||
Common - basic
|
341
|
|
|
80
|
|
|
324
|
|
|
56
|
|
||||
Common - diluted
|
346
|
|
|
80
|
|
|
324
|
|
|
56
|
|
||||
Subordinated - basic and diluted
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
||||
Cash distributions declared per limited partner common unit
|
$
|
0.5150
|
|
|
$
|
0.4700
|
|
|
$
|
1.5300
|
|
|
$
|
1.3200
|
|
(1)
|
Financial information has been retrospectively adjusted for the acquisition of Hardin Street Marine LLC from MPC. See Notes
1
and
3
.
|
(In millions)
|
September 30, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
208
|
|
|
$
|
43
|
|
Receivables, net
|
289
|
|
|
245
|
|
||
Receivables - related parties
|
106
|
|
|
187
|
|
||
Inventories
|
50
|
|
|
51
|
|
||
Other current assets
|
33
|
|
|
50
|
|
||
Total current assets
|
686
|
|
|
576
|
|
||
Equity method investments
|
2,475
|
|
|
2,458
|
|
||
Property, plant and equipment, net
|
10,537
|
|
|
9,997
|
|
||
Intangibles, net
|
501
|
|
|
466
|
|
||
Goodwill
|
2,199
|
|
|
2,570
|
|
||
Long-term receivables - related parties
|
3
|
|
|
25
|
|
||
Other noncurrent assets
|
14
|
|
|
12
|
|
||
Total assets
|
$
|
16,415
|
|
|
$
|
16,104
|
|
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
107
|
|
|
$
|
91
|
|
Accrued liabilities
|
193
|
|
|
187
|
|
||
Payables - related parties
|
68
|
|
|
54
|
|
||
Deferred revenue - related parties
|
35
|
|
|
32
|
|
||
Accrued property, plant and equipment
|
157
|
|
|
168
|
|
||
Accrued taxes
|
37
|
|
|
27
|
|
||
Accrued interest payable
|
55
|
|
|
54
|
|
||
Other current liabilities
|
18
|
|
|
12
|
|
||
Total current liabilities
|
670
|
|
|
625
|
|
||
Long-term deferred revenue
|
12
|
|
|
4
|
|
||
Long-term deferred revenue - related parties
|
12
|
|
|
9
|
|
||
Long-term debt
|
4,411
|
|
|
5,255
|
|
||
Deferred income taxes
|
5
|
|
|
378
|
|
||
Deferred credits and other liabilities
|
151
|
|
|
166
|
|
||
Total liabilities
|
5,261
|
|
|
6,437
|
|
||
Commitments and contingencies (see Note 19)
|
|
|
|
||||
Redeemable preferred units
|
1,000
|
|
|
—
|
|
||
Equity
|
|
|
|
||||
Common unitholders - public (262 million and 240 million units issued and outstanding)
|
7,898
|
|
|
7,691
|
|
||
Class B unitholders (4 million and 8 million units issued and outstanding)
|
133
|
|
|
266
|
|
||
Common unitholder - MPC (87 million and 57 million units issued and outstanding)
|
1,097
|
|
|
465
|
|
||
General partner - MPC (7 million units issued and outstanding)
|
1,009
|
|
|
819
|
|
||
Equity of Predecessor
|
—
|
|
|
413
|
|
||
Total MPLX LP partners’ capital
|
10,137
|
|
|
9,654
|
|
||
Noncontrolling interest
|
17
|
|
|
13
|
|
||
Total equity
|
10,154
|
|
|
9,667
|
|
||
Total liabilities, preferred units and equity
|
$
|
16,415
|
|
|
$
|
16,104
|
|
|
Nine Months Ended
September 30, |
||||||
(In millions)
|
2016
|
|
2015
(1)
|
||||
Increase (decrease) in cash and cash equivalents
|
|
|
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
126
|
|
|
$
|
207
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Amortization of deferred financing costs
|
34
|
|
|
1
|
|
||
Depreciation and amortization
|
407
|
|
|
58
|
|
||
Impairment expense
|
130
|
|
|
—
|
|
||
Deferred income taxes
|
(16
|
)
|
|
(1
|
)
|
||
Asset retirement expenditures
|
(3
|
)
|
|
(1
|
)
|
||
Net gain on disposal of assets
|
(1
|
)
|
|
—
|
|
||
Loss from equity method investments
|
72
|
|
|
—
|
|
||
Distributions from unconsolidated affiliates
|
111
|
|
|
—
|
|
||
Changes in:
|
|
|
|
||||
Current receivables
|
(44
|
)
|
|
(2
|
)
|
||
Inventories
|
(4
|
)
|
|
—
|
|
||
Change in fair value of derivatives
|
28
|
|
|
—
|
|
||
Current accounts payable and accrued liabilities
|
59
|
|
|
12
|
|
||
Receivables from / liabilities to related parties
|
15
|
|
|
(18
|
)
|
||
All other, net
|
18
|
|
|
2
|
|
||
Net cash provided by operating activities
|
932
|
|
|
258
|
|
||
Investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(874
|
)
|
|
(129
|
)
|
||
Investments - loans from (to) related parties
|
77
|
|
|
(64
|
)
|
||
Investments in unconsolidated affiliates
|
(56
|
)
|
|
—
|
|
||
All other, net
|
4
|
|
|
2
|
|
||
Net cash used in investing activities
|
(849
|
)
|
|
(191
|
)
|
||
Financing activities:
|
|
|
|
||||
Long-term debt - borrowings
|
434
|
|
|
528
|
|
||
- repayments
|
(1,312
|
)
|
|
(416
|
)
|
||
Related party debt - borrowings
|
2,215
|
|
|
—
|
|
||
- repayments
|
(2,223
|
)
|
|
—
|
|
||
Debt issuance costs
|
—
|
|
|
(4
|
)
|
||
Net proceeds from equity offerings
|
510
|
|
|
1
|
|
||
Issuance of redeemable preferred units
|
984
|
|
|
—
|
|
||
Distributions to preferred unitholders
|
(9
|
)
|
|
—
|
|
||
Distributions to unitholders and general partner
|
(612
|
)
|
|
(111
|
)
|
||
Distributions to noncontrolling interests
|
(3
|
)
|
|
(1
|
)
|
||
Contributions from noncontrolling interests
|
4
|
|
|
—
|
|
||
Consideration payment to Class B unitholders
|
(25
|
)
|
|
—
|
|
||
All other, net
|
(2
|
)
|
|
—
|
|
||
Contribution from MPC
|
225
|
|
|
—
|
|
||
Distributions to MPC from Predecessor
|
(104
|
)
|
|
(1
|
)
|
||
Net cash provided by (used in) financing activities
|
82
|
|
|
(4
|
)
|
||
Net increase in cash and cash equivalents
|
165
|
|
|
63
|
|
||
Cash and cash equivalents at beginning of period
|
43
|
|
|
27
|
|
||
Cash and cash equivalents at end of period
|
$
|
208
|
|
|
$
|
90
|
|
(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
|
35
|
|
|
—
|
|
|
36
|
|
|
48
|
|
|
19
|
|
|
1
|
|
|
68
|
|
|
207
|
|
||||||||
Distributions to unitholders and general partner
|
(29
|
)
|
|
—
|
|
|
(25
|
)
|
|
(45
|
)
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(111
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||||
Subordinated unit conversion
|
—
|
|
|
|
|
220
|
|
|
(220
|
)
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||
Distributions to MPC from Predecessor
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||||
Equity-based compensation
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||||
Balance at September 30, 2015
|
$
|
647
|
|
|
$
|
—
|
|
|
$
|
492
|
|
|
$
|
—
|
|
|
$
|
(653
|
)
|
|
$
|
6
|
|
|
$
|
388
|
|
|
$
|
880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
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
|
499
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
510
|
|
||||||||
Net (loss) income
|
(51
|
)
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
136
|
|
|
3
|
|
|
23
|
|
|
101
|
|
||||||||
Contribution from MPC
|
—
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
141
|
|
|
—
|
|
|
—
|
|
|
225
|
|
||||||||
Distribution of MarkWest Hydrocarbon to MPC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
565
|
|
|
—
|
|
|
—
|
|
|
565
|
|
||||||||
Contribution of MarkWest Hydrocarbon from MPC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
||||||||
Allocation of MPC's net investment at acquisition
|
—
|
|
|
—
|
|
|
669
|
|
|
—
|
|
|
(337
|
)
|
|
—
|
|
|
(332
|
)
|
|
—
|
|
||||||||
Distributions to unitholders and general partner
|
(378
|
)
|
|
—
|
|
|
(98
|
)
|
|
—
|
|
|
(136
|
)
|
|
—
|
|
|
—
|
|
|
(612
|
)
|
||||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||||
Contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||||
Class B unit conversion
|
133
|
|
|
(133
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Equity-based compensation
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||||
Deferred income tax impact from changes in equity
|
(2
|
)
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
||||||||
Balance at September 30, 2016
|
$
|
7,898
|
|
|
$
|
133
|
|
|
$
|
1,097
|
|
|
$
|
—
|
|
|
$
|
1,009
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
10,154
|
|
(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 September 30, 2015
|
||||||||||
(In millions)
|
MPLX LP (Previously Reported)
|
|
HSM
|
|
MPLX LP (Currently Reported)
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Service revenue
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
18
|
|
Service revenue - related parties
|
119
|
|
|
33
|
|
|
152
|
|
|||
Rental income - related parties
|
4
|
|
|
21
|
|
|
25
|
|
|||
Other income
|
1
|
|
|
—
|
|
|
1
|
|
|||
Other income - related parties
|
7
|
|
|
11
|
|
|
18
|
|
|||
Total revenues and other income
|
149
|
|
|
65
|
|
|
214
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenues (excludes items below)
|
42
|
|
|
17
|
|
|
59
|
|
|||
Purchases - related parties
|
27
|
|
|
16
|
|
|
43
|
|
|||
Depreciation and amortization
|
13
|
|
|
6
|
|
|
19
|
|
|||
General and administrative expenses
|
21
|
|
|
4
|
|
|
25
|
|
|||
Other taxes
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total costs and expenses
|
103
|
|
|
43
|
|
|
146
|
|
|||
Income from operations
|
46
|
|
|
22
|
|
|
68
|
|
|||
Interest expense (net of amounts capitalized of $1 million)
|
4
|
|
|
—
|
|
|
4
|
|
|||
Other financial costs
|
1
|
|
|
—
|
|
|
1
|
|
|||
Income before income taxes
|
41
|
|
|
22
|
|
|
63
|
|
|||
Net income
|
41
|
|
|
22
|
|
|
63
|
|
|||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|||
Less: Net income attributable to Predecessor
|
—
|
|
|
22
|
|
|
22
|
|
|||
Net income attributable to MPLX LP
|
41
|
|
|
—
|
|
|
41
|
|
|||
Less: General partner’s interest in net income attributable to MPLX LP
|
8
|
|
|
—
|
|
|
8
|
|
|||
Limited partners’ interest in net income attributable to MPLX LP
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
33
|
|
|
Nine Months Ended September 30, 2015
|
||||||||||
(In millions)
|
MPLX LP (Previously Reported)
|
|
HSM
|
|
MPLX LP (Currently Reported)
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Service revenue
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
50
|
|
Service revenue - related parties
|
349
|
|
|
97
|
|
|
446
|
|
|||
Rental income - related parties
|
12
|
|
|
63
|
|
|
75
|
|
|||
Other income
|
4
|
|
|
—
|
|
|
4
|
|
|||
Other income - related parties
|
19
|
|
|
34
|
|
|
53
|
|
|||
Total revenues and other income
|
434
|
|
|
194
|
|
|
628
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenues (excludes items below)
|
101
|
|
|
46
|
|
|
147
|
|
|||
Purchases - related parties
|
75
|
|
|
48
|
|
|
123
|
|
|||
Depreciation and amortization
|
38
|
|
|
20
|
|
|
58
|
|
|||
General and administrative expenses
|
58
|
|
|
10
|
|
|
68
|
|
|||
Other taxes
|
6
|
|
|
2
|
|
|
8
|
|
|||
Total costs and expenses
|
278
|
|
|
126
|
|
|
404
|
|
|||
Income from operations
|
156
|
|
|
68
|
|
|
224
|
|
|||
Interest expense (net of amounts capitalized of $3 million)
|
15
|
|
|
—
|
|
|
15
|
|
|||
Other financial costs
|
2
|
|
|
—
|
|
|
2
|
|
|||
Income before income taxes
|
139
|
|
|
68
|
|
|
207
|
|
|||
Net income
|
139
|
|
|
68
|
|
|
207
|
|
|||
Less: Net income attributable to noncontrolling interests
|
1
|
|
|
—
|
|
|
1
|
|
|||
Less: Net income attributable to Predecessor
|
—
|
|
|
68
|
|
|
68
|
|
|||
Net income attributable to MPLX LP
|
138
|
|
|
—
|
|
|
138
|
|
|||
Less: General partner’s interest in net income attributable to MPLX LP
|
19
|
|
|
—
|
|
|
19
|
|
|||
Limited partners’ interest in net income attributable to MPLX LP
|
$
|
119
|
|
|
$
|
—
|
|
|
$
|
119
|
|
|
Nine Months Ended September 30, 2015
|
||||||||||
(In millions)
|
MPLX LP (Previously Reported)
|
|
HSM
|
|
MPLX LP (Currently Reported)
|
||||||
Increase (decrease) in cash and cash equivalents
|
|
|
|
|
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
139
|
|
|
$
|
68
|
|
|
$
|
207
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Amortization of deferred financing costs
|
1
|
|
|
—
|
|
|
1
|
|
|||
Depreciation and amortization
|
38
|
|
|
20
|
|
|
58
|
|
|||
Deferred income taxes
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Asset retirement expenditures
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Changes in:
|
|
|
|
|
|
||||||
Current receivables
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Current accounts payable and accrued liabilities
|
13
|
|
|
(1
|
)
|
|
12
|
|
|||
Receivables from / liabilities to related parties
|
(4
|
)
|
|
(14
|
)
|
|
(18
|
)
|
|||
All other, net
|
1
|
|
|
1
|
|
|
2
|
|
|||
Net cash provided by operating activities
|
185
|
|
|
73
|
|
|
258
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
(121
|
)
|
|
(8
|
)
|
|
(129
|
)
|
|||
Investments - loans to related parties
|
—
|
|
|
(64
|
)
|
|
(64
|
)
|
|||
All other, net
|
2
|
|
|
—
|
|
|
2
|
|
|||
Net cash used in investing activities
|
(119
|
)
|
|
(72
|
)
|
|
(191
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Long-term debt - borrowings
|
528
|
|
|
—
|
|
|
528
|
|
|||
- repayments
|
(416
|
)
|
|
—
|
|
|
(416
|
)
|
|||
Debt issuance costs
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Net proceeds from equity offerings
|
1
|
|
|
—
|
|
|
1
|
|
|||
Distributions to unitholders and general partner
|
(111
|
)
|
|
—
|
|
|
(111
|
)
|
|||
Distributions to MPC from Predecessor
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Distributions to noncontrolling interests
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Net cash used in financing activities
|
(3
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|||
Net increase in cash and cash equivalents
|
63
|
|
|
—
|
|
|
63
|
|
|||
Cash and cash equivalents at beginning of period
|
27
|
|
|
—
|
|
|
27
|
|
|||
Cash and cash equivalents at end of period
|
$
|
90
|
|
|
$
|
—
|
|
|
$
|
90
|
|
(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 September 30, 2015
|
|
Nine Months Ended September 30, 2015
|
||||
Revenues and other income
|
$
|
689
|
|
|
$
|
2,021
|
|
Net income attributable to MPLX LP
|
107
|
|
|
160
|
|
||
Net income attributable to MPLX LP per unit - basic
|
0.17
|
|
|
0.08
|
|
||
Net income attributable to MPLX LP per unit - diluted
|
0.17
|
|
|
0.08
|
|
(In millions)
|
Three Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2015
|
||||
Revenues and other income
|
$
|
47
|
|
|
$
|
114
|
|
Cost of revenue excluding depreciation and amortization
|
8
|
|
|
22
|
|
||
Depreciation and amortization
|
17
|
|
|
49
|
|
||
Net income attributable to noncontrolling interest
|
20
|
|
|
49
|
|
||
Net income (loss)
|
1
|
|
|
(8
|
)
|
|
Nine Months Ended September 30, 2016
|
||||||||||||||||||
(In millions)
|
MarkWest Utica EMG
(1)
|
|
Ohio Condensate
|
|
Other VIEs
|
|
Non-VIEs
|
|
Total
|
||||||||||
Revenue and other income
|
$
|
165
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
106
|
|
|
$
|
284
|
|
Gross margin
|
165
|
|
|
13
|
|
|
—
|
|
|
52
|
|
|
230
|
|
|||||
Income (loss) from operations
|
95
|
|
|
(94
|
)
|
|
—
|
|
|
28
|
|
|
29
|
|
|||||
Net income (loss)
|
94
|
|
|
(94
|
)
|
|
—
|
|
|
28
|
|
|
28
|
|
|||||
Income (loss) from equity method investments
(2)
|
10
|
|
|
(88
|
)
|
|
—
|
|
|
6
|
|
|
(72
|
)
|
|
September 30, 2016
|
||||||||||||||||||
(In millions)
|
MarkWest Utica EMG
(1)
|
|
Ohio Condensate
|
|
Other VIEs
|
|
Non-VIEs
|
|
Total
|
||||||||||
Current assets
|
$
|
50
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
34
|
|
|
$
|
88
|
|
Noncurrent assets
|
2,183
|
|
|
32
|
|
|
70
|
|
|
383
|
|
|
2,668
|
|
|||||
Current liabilities
|
22
|
|
|
4
|
|
|
—
|
|
|
21
|
|
|
47
|
|
|||||
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
September 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 September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Service revenues
|
|
|
|
|
|
|
|
||||||||
MPC
|
$
|
153
|
|
|
$
|
152
|
|
|
$
|
448
|
|
|
$
|
446
|
|
Rental income
|
|
|
|
|
|
|
|
||||||||
MPC
|
$
|
29
|
|
|
$
|
25
|
|
|
$
|
84
|
|
|
$
|
75
|
|
Product sales
(1)
|
|
|
|
|
|
|
|
||||||||
MPC
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
(1)
|
For the
three and nine
months ended
September 30, 2016
, there were
$13 million
and
$25 million
respectively, of additional product sales to MPC that net to zero within the consolidated financial statements, as the transactions are recorded net due to the terms of the agreements under which such product was sold.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
MPC
|
$
|
14
|
|
|
$
|
18
|
|
|
$
|
47
|
|
|
$
|
52
|
|
MarkWest Utica EMG
|
5
|
|
|
—
|
|
|
12
|
|
|
—
|
|
||||
Ohio Gathering
|
5
|
|
|
—
|
|
|
12
|
|
|
—
|
|
||||
Ohio Condensate
|
1
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Other
|
1
|
|
|
—
|
|
|
4
|
|
|
1
|
|
||||
Total
|
$
|
26
|
|
|
$
|
18
|
|
|
$
|
78
|
|
|
$
|
53
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Purchases - related parties
|
$
|
4
|
|
|
$
|
9
|
|
|
$
|
15
|
|
|
$
|
23
|
|
General and administrative expenses
|
7
|
|
|
12
|
|
|
22
|
|
|
34
|
|
||||
Total
|
$
|
11
|
|
|
$
|
21
|
|
|
$
|
37
|
|
|
$
|
57
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
MPC
|
$
|
11
|
|
|
$
|
3
|
|
|
$
|
29
|
|
|
$
|
9
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Purchases - related parties
|
$
|
80
|
|
|
$
|
34
|
|
|
$
|
223
|
|
|
$
|
100
|
|
General and administrative expenses
|
21
|
|
|
6
|
|
|
61
|
|
|
21
|
|
||||
Total
|
$
|
101
|
|
|
$
|
40
|
|
|
$
|
284
|
|
|
$
|
121
|
|
(In millions)
|
September 30, 2016
|
|
December 31, 2015
|
||||
MPC
|
$
|
100
|
|
|
$
|
175
|
|
MarkWest Utica EMG
|
2
|
|
|
4
|
|
||
Ohio Gathering
|
2
|
|
|
5
|
|
||
Other
|
2
|
|
|
3
|
|
||
Total
|
$
|
106
|
|
|
$
|
187
|
|
(In millions)
|
September 30, 2016
|
|
December 31, 2015
|
||||
MPC
|
$
|
3
|
|
|
$
|
25
|
|
(In millions)
|
September 30, 2016
|
|
December 31, 2015
|
||||
MPC
|
$
|
52
|
|
|
$
|
33
|
|
MarkWest Utica EMG
|
16
|
|
|
21
|
|
||
Total
|
$
|
68
|
|
|
$
|
54
|
|
(In millions)
|
September 30, 2016
|
|
December 31, 2015
|
||||
Minimum volume deficiencies - MPC
|
$
|
42
|
|
|
$
|
36
|
|
Project reimbursements - MPC
|
5
|
|
|
5
|
|
||
Total
|
$
|
47
|
|
|
$
|
41
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income attributable to MPLX LP
|
$
|
141
|
|
|
$
|
41
|
|
|
$
|
100
|
|
|
$
|
138
|
|
Less: Limited partners’ distributions declared
on preferred units
(1)
|
16
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||
General partner’s distributions declared (including IDRs)
(1)
|
54
|
|
|
9
|
|
|
148
|
|
|
20
|
|
||||
Limited partners’ distributions declared on common units
(1)
|
179
|
|
|
38
|
|
|
507
|
|
|
75
|
|
||||
Limited partner’s distributions declared
on subordinated units (1) |
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
||||
Undistributed net (loss) income attributable to MPLX LP
|
$
|
(108
|
)
|
|
$
|
(6
|
)
|
|
$
|
(580
|
)
|
|
$
|
12
|
|
(1)
|
See Note
7
for distribution information.
|
|
Three Months Ended September 30, 2016
|
||||||||||||||
(In millions, except per unit data)
|
General
Partner
|
|
Limited
Partners’
Common
Units
|
|
Redeemable Preferred Units
|
|
Total
|
||||||||
Basic and diluted net income attributable to MPLX LP per unit:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to MPLX LP:
|
|
|
|
|
|
|
|
||||||||
Distributions declared (including IDRs)
|
$
|
54
|
|
|
$
|
179
|
|
|
$
|
16
|
|
|
$
|
249
|
|
Undistributed net loss attributable to MPLX LP
|
(3
|
)
|
|
(105
|
)
|
|
—
|
|
|
(108
|
)
|
||||
Net income attributable to MPLX LP
(1)
|
$
|
51
|
|
|
$
|
74
|
|
|
$
|
16
|
|
|
$
|
141
|
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
7
|
|
|
341
|
|
|
31
|
|
|
379
|
|
||||
Diluted
|
7
|
|
|
346
|
|
|
31
|
|
|
384
|
|
||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
$
|
0.22
|
|
|
|
|
|
||||||
Diluted
|
|
|
$
|
0.21
|
|
|
|
|
|
|
Three Months Ended September 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)
|
$
|
9
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
47
|
|
Undistributed net loss attributable to MPLX LP
|
(1
|
)
|
|
(5
|
)
|
|
—
|
|
|
(6
|
)
|
||||
Net income attributable to MPLX LP
(1)
|
$
|
8
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
41
|
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
2
|
|
|
80
|
|
|
—
|
|
|
82
|
|
||||
Diluted
|
2
|
|
|
80
|
|
|
—
|
|
|
82
|
|
||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
$
|
0.41
|
|
|
$
|
—
|
|
|
|
||||
Diluted
|
|
|
$
|
0.41
|
|
|
$
|
—
|
|
|
|
|
Nine Months Ended September 30, 2016
|
||||||||||||||
(In millions, except per unit data)
|
General
Partner
|
|
Limited
Partners’
Common
Units
|
|
Redeemable 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)
|
$
|
148
|
|
|
$
|
507
|
|
|
$
|
25
|
|
|
$
|
680
|
|
Undistributed net loss attributable to MPLX LP
|
(12
|
)
|
|
(568
|
)
|
|
—
|
|
|
(580
|
)
|
||||
Net income (loss) attributable to MPLX LP
(1)
|
$
|
136
|
|
|
$
|
(61
|
)
|
|
$
|
25
|
|
|
$
|
100
|
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
7
|
|
|
324
|
|
|
16
|
|
|
347
|
|
||||
Diluted
|
7
|
|
|
324
|
|
|
16
|
|
|
347
|
|
||||
Net loss attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
$
|
(0.19
|
)
|
|
|
|
|
||||||
Diluted
|
|
|
$
|
(0.19
|
)
|
|
|
|
|
|
Nine Months Ended September 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)
|
$
|
20
|
|
|
$
|
75
|
|
|
$
|
31
|
|
|
$
|
126
|
|
Undistributed net income attributable to MPLX LP
|
6
|
|
|
4
|
|
|
2
|
|
|
12
|
|
||||
Net income attributable to MPLX LP
(1)
|
$
|
26
|
|
|
$
|
79
|
|
|
$
|
33
|
|
|
$
|
138
|
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
2
|
|
|
56
|
|
|
25
|
|
|
83
|
|
||||
Diluted
|
2
|
|
|
56
|
|
|
25
|
|
|
83
|
|
||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
$
|
1.42
|
|
|
$
|
1.36
|
|
|
|
||||
Diluted
|
|
|
$
|
1.42
|
|
|
$
|
1.36
|
|
|
|
(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)
|
39,637
|
|
|
—
|
|
|
810
|
|
|
40,447
|
|
Issuance of units under the ATM Program
(3)
|
17,725,000
|
|
|
—
|
|
|
361,732
|
|
|
18,086,732
|
|
Contribution of HSM
(4)
|
22,534,002
|
|
|
—
|
|
|
459,878
|
|
|
22,993,880
|
|
Class B conversion
(5)
|
4,350,057
|
|
|
(3,990,878
|
)
|
|
7,330
|
|
|
366,509
|
|
Class A Reorganization
(6)
|
7,153,177
|
|
|
—
|
|
|
(436,758
|
)
|
|
6,716,419
|
|
Balance at September 30, 2016
|
348,489,049
|
|
|
3,990,878
|
|
|
7,193,467
|
|
|
359,673,394
|
|
(1)
|
On July 1, 2016,
3,990,878
Class B units converted to
4,350,057
common units and were 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
810
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
$11 million
in exchange for
361,732
general partner units to maintain its
two percent
general partner interest.
|
(4)
|
See Note
3
for information regarding the HSM acquisition.
|
(5)
|
As a result of the Class B units converted to common units during the period, MPLX GP contributed less than
$1 million
in exchange for
7,330
general partner units to maintain its
two percent
general partner interest.
|
(6)
|
As a result of the Class A Reorganization,
7 million
common units were acquired by MPC that represents the common units received by MPC on the exchange of the MPLX LP Class A units less the units redeemed in the distribution of MPLX Holdings Inc., including the MPLX LP Class A units. Additionally, MPLX LP transferred common units representing a
two percent
ownership interest of MPLX Holdings Inc. to MPLX GP in exchange for
436,758
MPLX general partner units held by MPLX GP, as discussed above.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income attributable to MPLX LP
|
$
|
141
|
|
|
$
|
41
|
|
|
$
|
100
|
|
|
$
|
138
|
|
Less: Preferred unit distributions
|
16
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||
General partner's incentive distribution
rights and other
|
49
|
|
|
8
|
|
|
137
|
|
|
17
|
|
||||
Net income (loss) attributable to MPLX LP available to general and limited partners
|
$
|
76
|
|
|
$
|
33
|
|
|
$
|
(62
|
)
|
|
$
|
121
|
|
|
|
|
|
|
|
|
|
||||||||
General partner's two percent interest in net income (loss) attributable to MPLX LP
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
2
|
|
General partner's incentive distribution rights and other
|
49
|
|
|
8
|
|
|
137
|
|
|
17
|
|
||||
General partner's interest in net income attributable to MPLX LP
|
$
|
51
|
|
|
$
|
8
|
|
|
$
|
136
|
|
|
$
|
19
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
General partner's distributions:
|
|
|
|
|
|
|
|
||||||||
General partner's distributions
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
13
|
|
|
$
|
3
|
|
General partner's incentive distribution rights distributions
|
49
|
|
|
8
|
|
|
135
|
|
|
17
|
|
||||
Total general partner's distributions
|
$
|
54
|
|
|
$
|
9
|
|
|
$
|
148
|
|
|
$
|
20
|
|
Limited partners' distributions:
|
|
|
|
|
|
|
|
||||||||
Common unitholders
|
$
|
179
|
|
|
$
|
38
|
|
|
$
|
507
|
|
|
$
|
75
|
|
Subordinated unitholders
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
||||
Total limited partners' distributions
|
179
|
|
|
38
|
|
|
507
|
|
|
106
|
|
||||
Preferred unit distributions
|
16
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||
Total cash distributions declared
|
$
|
249
|
|
|
$
|
47
|
|
|
$
|
680
|
|
|
$
|
126
|
|
(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 September 30, 2016
|
25
|
|
|
Distributions received by preferred unitholders
|
(9
|
)
|
|
Balance at September 30, 2016
|
$
|
1,000
|
|
•
|
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 September 30, 2016
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Segment revenues
|
$
|
200
|
|
|
$
|
567
|
|
|
$
|
767
|
|
Segment other income
|
16
|
|
|
1
|
|
|
17
|
|
|||
Total segment revenues and other income
|
216
|
|
|
568
|
|
|
784
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Segment cost of revenues
|
92
|
|
|
239
|
|
|
331
|
|
|||
Segment operating income before portion attributable to noncontrolling interest
|
124
|
|
|
329
|
|
|
453
|
|
|||
Segment portion attributable to noncontrolling interest
|
—
|
|
|
36
|
|
|
36
|
|
|||
Segment operating income attributable to MPLX LP
|
$
|
124
|
|
|
$
|
293
|
|
|
$
|
417
|
|
|
Three Months Ended September 30, 2015
|
||
(In millions)
|
L&S
|
||
Revenues and other income:
|
|
||
Segment revenues
|
$
|
195
|
|
Segment other income
|
19
|
|
|
Total segment revenues and other income
|
214
|
|
|
Costs and expenses:
|
|
||
Segment cost of revenues
|
102
|
|
|
Segment operating income before portion attributable to noncontrolling interest and Predecessor
|
112
|
|
|
Segment portion attributable to noncontrolling interest and Predecessor
|
31
|
|
|
Segment operating income attributable to MPLX LP
|
$
|
81
|
|
|
Nine Months Ended September 30, 2016
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Segment revenues
|
$
|
585
|
|
|
$
|
1,595
|
|
|
$
|
2,180
|
|
Segment other income
|
53
|
|
|
1
|
|
|
54
|
|
|||
Total segment revenues and other income
|
638
|
|
|
1,596
|
|
|
2,234
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Segment cost of revenues
|
269
|
|
|
662
|
|
|
931
|
|
|||
Segment operating income before portion attributable to noncontrolling interest and Predecessor
|
369
|
|
|
934
|
|
|
1,303
|
|
|||
Segment portion attributable to noncontrolling interest and Predecessor
|
34
|
|
|
113
|
|
|
147
|
|
|||
Segment operating income attributable to MPLX LP
|
$
|
335
|
|
|
$
|
821
|
|
|
$
|
1,156
|
|
|
Nine Months Ended September 30, 2015
|
||
(In millions)
|
L&S
|
||
Revenues and other income:
|
|
||
Segment revenues
|
$
|
571
|
|
Segment other income
|
57
|
|
|
Total segment revenues and other income
|
628
|
|
|
Costs and expenses:
|
|
||
Segment cost of revenues
|
278
|
|
|
Segment operating income before portion attributable to noncontrolling interest and Predecessor
|
350
|
|
|
Segment portion attributable to noncontrolling interest and Predecessor
|
99
|
|
|
Segment operating income attributable to MPLX LP
|
$
|
251
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Reconciliation to Income from operations:
|
|
|
|
|
|
|
|
||||||||
Segment operating income attributable to MPLX LP
|
$
|
417
|
|
|
$
|
81
|
|
|
$
|
1,156
|
|
|
$
|
251
|
|
Segment portion attributable to unconsolidated affiliates
|
(77
|
)
|
|
—
|
|
|
(243
|
)
|
|
—
|
|
||||
Segment portion attributable to noncontrolling interest and Predecessor
|
36
|
|
|
31
|
|
|
147
|
|
|
99
|
|
||||
Income (loss) from equity method investments
|
6
|
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
||||
Other income - related parties
|
11
|
|
|
—
|
|
|
29
|
|
|
—
|
|
||||
Unrealized derivative losses
|
(2
|
)
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
||||
Impairment expense
|
—
|
|
|
—
|
|
|
(130
|
)
|
|
—
|
|
||||
Depreciation and amortization
|
(138
|
)
|
|
(19
|
)
|
|
(407
|
)
|
|
(58
|
)
|
||||
General and administrative expenses
|
(46
|
)
|
|
(25
|
)
|
|
(147
|
)
|
|
(68
|
)
|
||||
Income from operations
|
$
|
207
|
|
|
$
|
68
|
|
|
$
|
310
|
|
|
$
|
224
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Reconciliation to Total revenues and other income:
|
|
|
|
|
|
|
|
||||||||
Total segment revenues and other income
|
$
|
784
|
|
|
$
|
214
|
|
|
$
|
2,234
|
|
|
$
|
628
|
|
Revenue adjustment from unconsolidated affiliates
|
(100
|
)
|
|
—
|
|
|
(303
|
)
|
|
—
|
|
||||
Income (loss) from equity method investments
|
6
|
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
||||
Other income - related parties
|
11
|
|
|
—
|
|
|
29
|
|
|
—
|
|
||||
Unrealized derivative gain (loss)
|
2
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
||||
Total revenues and other income
|
$
|
703
|
|
|
$
|
214
|
|
|
$
|
1,876
|
|
|
$
|
628
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 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
|
|
|
$
|
31
|
|
|
$
|
147
|
|
|
$
|
99
|
|
Portion of noncontrolling interests and Predecessor related to items below segment income from operations
|
(16
|
)
|
|
(9
|
)
|
|
(101
|
)
|
|
(30
|
)
|
||||
Portion of operating income attributable to noncontrolling interest of unconsolidated affiliates
|
(18
|
)
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
||||
Net income attributable to noncontrolling interests and Predecessor
|
$
|
2
|
|
|
$
|
22
|
|
|
$
|
26
|
|
|
$
|
69
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
L&S segment capital expenditures
|
$
|
156
|
|
|
$
|
59
|
|
|
$
|
300
|
|
|
$
|
129
|
|
G&P segment capital expenditures
(1)
|
183
|
|
|
—
|
|
|
668
|
|
|
—
|
|
||||
Total segment capital expenditures
|
339
|
|
|
59
|
|
|
968
|
|
|
129
|
|
||||
Less: Capital expenditures for Partnership operated, non-wholly-owned subsidiaries
|
34
|
|
|
—
|
|
|
94
|
|
|
—
|
|
||||
Total capital expenditures
|
$
|
305
|
|
|
$
|
59
|
|
|
$
|
874
|
|
|
$
|
129
|
|
(1)
|
The G&P segment includes
$34 million
and
$94 million
of capital expenditures related to Partnership operated, non-wholly-owned subsidiaries for the
three and nine
months ended
September 30, 2016
.
|
(In millions)
|
September 30, 2016
|
|
December 31, 2015
|
||||
Cash and cash equivalents
|
$
|
208
|
|
|
$
|
43
|
|
L&S
|
2,022
|
|
|
1,842
|
|
||
G&P
|
14,185
|
|
|
14,219
|
|
||
Total assets
|
$
|
16,415
|
|
|
$
|
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 paid tax on its share of the Partnership’s income or loss as a result of its ownership of MPLX LP Class A units through September 1, 2016.
|
(In millions)
|
September 30, 2016
|
|
December 31, 2015
|
||||
NGLs
|
$
|
2
|
|
|
$
|
3
|
|
Line fill
|
6
|
|
|
5
|
|
||
Spare parts, materials and supplies
|
42
|
|
|
43
|
|
||
Total inventories
|
$
|
50
|
|
|
$
|
51
|
|
(In millions)
|
September 30, 2016
|
|
December 31, 2015
|
||||
Natural gas gathering and NGL transportation pipelines and facilities
|
$
|
4,670
|
|
|
$
|
4,307
|
|
Processing, fractionation and storage facilities
|
3,481
|
|
|
3,185
|
|
||
Pipelines and related assets
|
1,372
|
|
|
1,128
|
|
||
Barges and towing vessels
|
479
|
|
|
475
|
|
||
Land, building, office equipment and other
|
673
|
|
|
606
|
|
||
Construction in progress
|
876
|
|
|
946
|
|
||
Total
|
11,551
|
|
|
10,647
|
|
||
Less accumulated depreciation
|
1,014
|
|
|
650
|
|
||
Property, plant and equipment, net
|
$
|
10,537
|
|
|
$
|
9,997
|
|
(In millions)
|
September 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
|
—
|
|
|
(3
|
)
|
|
7
|
|
|
—
|
|
||||
Embedded derivatives in commodity contracts
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
(32
|
)
|
||||
Total carrying value in Consolidated Balance Sheets
|
$
|
—
|
|
|
$
|
(47
|
)
|
|
$
|
9
|
|
|
$
|
(32
|
)
|
Level 3 Instrument
|
|
Balance Sheet Classification
|
|
Unobservable Inputs
|
|
Value Range
|
|
Time Period
|
Commodity contracts
|
|
Liabilities
|
|
Forward ethane prices (per gallon)
(1)
|
|
$0.22 - $0.29
|
|
Oct. 16 - Dec. 17
|
|
|
|
|
Forward propane prices (per gallon)
(1)
|
|
$0.53 - $0.57
|
|
Oct. 16 - Dec. 17
|
|
|
|
|
Forward isobutane prices (per gallon)
(1)
|
|
$0.69 - $0.74
|
|
Oct. 16 - Dec. 17
|
|
|
|
|
Forward normal butane prices (per gallon)
(1)
|
|
$0.64 - $0.72
|
|
Oct. 16 - Dec. 17
|
|
|
|
|
Forward natural gasoline prices (per gallon)
(1)
|
|
$1.08 - $1.12
|
|
Oct. 16 - Dec. 17
|
|
|
|
|
|
|
|
|
|
Embedded derivatives in commodity contracts
|
|
Liabilities
|
|
Forward propane prices (per gallon)
(1)
|
|
$0.53 - $0.59
|
|
Oct. 16 - Dec. 22
|
|
|
|
|
Forward isobutane prices (per gallon)
(1)
|
|
$0.68 - $0.75
|
|
Oct. 16 - Dec. 22
|
|
|
|
|
Forward normal butane prices (per gallon)
(1)
|
|
$0.64 - $0.72
|
|
Oct. 16 - Dec. 22
|
|
|
|
|
Forward natural gasoline prices (per gallon)
(1)
|
|
$1.08 - $1.19
|
|
Oct. 16 - Dec. 22
|
|
|
|
|
Forward natural gas prices (per mmbtu)
(2)
|
|
$2.37 - $3.13
|
|
Oct. 16 - Dec. 22
|
|
|
|
|
ERCOT Pricing (per MegaWatt Hour)
|
|
$24.66 - $27.11
|
|
Oct. 16 - Dec. 16
|
|
|
|
|
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
|
•
|
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 a decrease in the fair value of the embedded derivative liability.
|
•
|
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 September 30, 2016
|
|
Nine Months Ended September 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
|
$
|
(4
|
)
|
|
$
|
(40
|
)
|
|
$
|
7
|
|
|
$
|
(32
|
)
|
Total gain (loss) (realized and unrealized) included in earnings
(1)
|
2
|
|
|
(6
|
)
|
|
(5
|
)
|
|
(17
|
)
|
||||
Settlements
|
(1
|
)
|
|
2
|
|
|
(6
|
)
|
|
5
|
|
||||
Netting adjustment
(2)
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Fair value at end of period
|
$
|
(3
|
)
|
|
$
|
(44
|
)
|
|
$
|
(3
|
)
|
|
$
|
(44
|
)
|
The amount of total losses for the period included in earnings attributable to the change in unrealized losses relating to liabilities still held at end of period
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
|
$
|
(15
|
)
|
(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
Cost of revenues
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, which for GAAP purposes are classified within different levels of the fair value hierarchy and may be legally permissible to offset. This adjustment represents the total impact of offsetting Level 2 positions with Level 3 positions as of
September 30, 2016
.
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
(In millions)
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Long-term debt
|
$
|
4,987
|
|
|
$
|
4,411
|
|
|
$
|
5,212
|
|
|
$
|
5,255
|
|
SMR liability
|
$
|
109
|
|
|
$
|
97
|
|
|
$
|
99
|
|
|
$
|
100
|
|
Derivative contracts not designated as hedging instruments
|
|
Financial Position
|
|
Notional Quantity (net)
|
|
Crude Oil (bbl)
|
|
Short
|
|
92,000
|
|
Natural Gas (MMBtu)
|
|
Long
|
|
841,931
|
|
NGLs (gal)
|
|
Short
|
|
56,107,839
|
|
(In millions)
|
|
September 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
|
|
$
|
—
|
|
|
$
|
(9
|
)
|
|
$
|
9
|
|
|
$
|
(5
|
)
|
Other noncurrent assets / deferred credits and other liabilities
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(27
|
)
|
||||
Total
|
|
$
|
—
|
|
|
$
|
(47
|
)
|
|
$
|
9
|
|
|
$
|
(32
|
)
|
(1)
|
Includes embedded derivatives in commodity contracts as discussed above.
|
|
September 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
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
1
|
|
|
$
|
(3
|
)
|
Embedded derivatives in commodity contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
||||||
Total current derivative instruments
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
(10
|
)
|
|
1
|
|
|
(9
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-current
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Embedded derivatives in commodity contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(38
|
)
|
||||||
Total non-current derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(38
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total derivative instruments
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(48
|
)
|
|
$
|
1
|
|
|
$
|
(47
|
)
|
(In millions)
|
Three Months Ended September 30, 2016
|
|
Nine Months Ended September 30, 2016
|
||||
Product sales
|
|
|
|
||||
Realized gain
|
$
|
—
|
|
|
$
|
6
|
|
Unrealized gain (loss)
|
2
|
|
|
(12
|
)
|
||
Total revenue: derivative gain (loss) from product sales
|
2
|
|
|
(6
|
)
|
||
Purchased product costs
|
|
|
|
||||
Unrealized loss
|
(3
|
)
|
|
(12
|
)
|
||
Cost of Revenues
|
|
|
|
||||
Unrealized (loss) gain
|
(1
|
)
|
|
1
|
|
||
Total loss
|
$
|
(2
|
)
|
|
$
|
(17
|
)
|
(In millions)
|
September 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
|
8
|
|
|
9
|
|
||
Total
|
4,858
|
|
|
5,736
|
|
||
Unamortized debt issuance costs
|
(7
|
)
|
|
(8
|
)
|
||
Unamortized discount
(1)
|
(439
|
)
|
|
(472
|
)
|
||
Amounts due within one year
|
(1
|
)
|
|
(1
|
)
|
||
Total long-term debt due after one year
|
$
|
4,411
|
|
|
$
|
5,255
|
|
(1)
|
Includes
$431 million
and
$465 million
discount as of
September 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 September 30, 2016
|
$
|
116
|
|
|
$
|
2,083
|
|
|
$
|
2,199
|
|
|
|
|
|
|
|
||||||
Gross goodwill as of September 30, 2016
|
$
|
116
|
|
|
$
|
2,213
|
|
|
$
|
2,329
|
|
Accumulated impairment losses
|
—
|
|
|
(130
|
)
|
|
(130
|
)
|
|||
Balance as of September 30, 2016
|
$
|
116
|
|
|
$
|
2,083
|
|
|
$
|
2,199
|
|
(1)
|
See Note
3
for further discussion on purchase price allocation adjustments.
|
|
Nine Months Ended September 30,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Net cash provided by operating activities included:
|
|
|
|
||||
Interest paid (net of amounts capitalized)
|
$
|
158
|
|
|
$
|
12
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Net transfers of property, plant and equipment from materials and supplies inventories
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
Nine Months Ended September 30,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
(Decrease) increase in capital accruals
|
$
|
(5
|
)
|
|
$
|
18
|
|
•
|
L&S segment operating income attributable to MPLX LP increased approximately
$43 million
for the three months ended
September 30, 2016
compared to the same period of
2015
due to the inclusion of HSM results after our acquisition as of March 31, 2016 as well as a reduction in contract services and materials and supplies.
|
•
|
G&P segment operating income attributable to MPLX LP increased approximately
$293 million
for the three months ended
September 30, 2016
compared to the same period of
2015
due to the MarkWest Merger.
|
•
|
During the third quarter 2016, we issued an aggregate of 5,700,000 commons units under our ATM Program, generating net proceeds of approximately
$184 million
. As a result of common units issued under the ATM Program, MPLX GP contributed $5 million in exchange for 116,326 general partner units to maintain its two percent general partner interest.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
Variance
|
|
2016
|
|
2015
|
|
Variance
|
||||||||||||
Total revenues and other income
|
$
|
703
|
|
|
$
|
214
|
|
|
$
|
489
|
|
|
$
|
1,876
|
|
|
$
|
628
|
|
|
$
|
1,248
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of revenues (excludes items below)
|
90
|
|
|
59
|
|
|
31
|
|
|
263
|
|
|
147
|
|
|
116
|
|
||||||
Purchased product costs
|
117
|
|
|
—
|
|
|
117
|
|
|
310
|
|
|
—
|
|
|
310
|
|
||||||
Rental cost of sales
|
11
|
|
|
—
|
|
|
11
|
|
|
39
|
|
|
—
|
|
|
39
|
|
||||||
Purchases - related parties
|
84
|
|
|
43
|
|
|
41
|
|
|
238
|
|
|
123
|
|
|
115
|
|
||||||
Depreciation and amortization
|
138
|
|
|
19
|
|
|
119
|
|
|
407
|
|
|
58
|
|
|
349
|
|
||||||
Impairment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|
—
|
|
|
130
|
|
||||||
General and administrative expenses
|
46
|
|
|
25
|
|
|
21
|
|
|
147
|
|
|
68
|
|
|
79
|
|
||||||
Other taxes
|
10
|
|
|
—
|
|
|
10
|
|
|
32
|
|
|
8
|
|
|
24
|
|
||||||
Total costs and expenses
|
496
|
|
|
146
|
|
|
350
|
|
|
1,566
|
|
|
404
|
|
|
1,162
|
|
||||||
Income from operations
|
207
|
|
|
68
|
|
|
139
|
|
|
310
|
|
|
224
|
|
|
86
|
|
||||||
Related party interest and other financial costs
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Interest expense, net of amounts capitalized
|
51
|
|
|
4
|
|
|
47
|
|
|
158
|
|
|
15
|
|
|
143
|
|
||||||
Other financial costs
|
13
|
|
|
1
|
|
|
12
|
|
|
37
|
|
|
2
|
|
|
35
|
|
||||||
Income before income taxes
|
143
|
|
|
63
|
|
|
80
|
|
|
114
|
|
|
207
|
|
|
(93
|
)
|
||||||
Benefit for income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
||||||
Net income
|
143
|
|
|
63
|
|
|
80
|
|
|
126
|
|
|
207
|
|
|
(81
|
)
|
||||||
Less: Net income attributable to noncontrolling interests
|
2
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
1
|
|
|
2
|
|
||||||
Less: Net income attributable to Predecessor
|
—
|
|
|
22
|
|
|
(22
|
)
|
|
23
|
|
|
68
|
|
|
(45
|
)
|
||||||
Net income attributable to MPLX LP
|
$
|
141
|
|
|
$
|
41
|
|
|
$
|
100
|
|
|
$
|
100
|
|
|
$
|
138
|
|
|
$
|
(38
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjusted EBITDA attributable to MPLX LP
(1)
|
$
|
375
|
|
|
$
|
66
|
|
|
$
|
309
|
|
|
$
|
1,028
|
|
|
$
|
200
|
|
|
$
|
828
|
|
DCF
(1)
|
$
|
301
|
|
|
$
|
54
|
|
|
$
|
247
|
|
|
$
|
822
|
|
|
$
|
172
|
|
|
$
|
650
|
|
DCF attributable to GP and LP unitholders
(1)
|
$
|
285
|
|
|
$
|
54
|
|
|
$
|
231
|
|
|
$
|
797
|
|
|
$
|
172
|
|
|
$
|
625
|
|
(1)
|
Non-GAAP financial measure. See the following tables for reconciliations to the most directly comparable GAAP measures.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 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:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
$
|
143
|
|
|
$
|
63
|
|
|
$
|
80
|
|
|
$
|
126
|
|
|
$
|
207
|
|
|
$
|
(81
|
)
|
Plus: Depreciation and amortization
|
138
|
|
|
19
|
|
|
119
|
|
|
407
|
|
|
58
|
|
|
349
|
|
||||||
Benefit for income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
||||||
Amortization of deferred financing costs
|
11
|
|
|
—
|
|
|
11
|
|
|
34
|
|
|
—
|
|
|
34
|
|
||||||
Non-cash equity-based compensation
|
3
|
|
|
2
|
|
|
1
|
|
|
9
|
|
|
3
|
|
|
6
|
|
||||||
Impairment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|
—
|
|
|
130
|
|
||||||
Net interest and other financial costs
|
53
|
|
|
5
|
|
|
48
|
|
|
162
|
|
|
17
|
|
|
145
|
|
||||||
(Income) loss from equity investments
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|
72
|
|
|
—
|
|
|
72
|
|
||||||
Distributions from unconsolidated subsidiaries
|
33
|
|
|
—
|
|
|
33
|
|
|
111
|
|
|
—
|
|
|
111
|
|
||||||
Unrealized loss on commodity hedges
|
2
|
|
|
—
|
|
|
2
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||||
Acquisition costs
|
—
|
|
|
4
|
|
|
(4
|
)
|
|
(1
|
)
|
|
4
|
|
|
(5
|
)
|
||||||
Adjusted EBITDA
|
377
|
|
|
93
|
|
|
284
|
|
|
1,061
|
|
|
289
|
|
|
772
|
|
||||||
Less: Adjusted EBITDA attributable to noncontrolling interests
|
2
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
1
|
|
|
2
|
|
||||||
Adjusted EBITDA attributable to Predecessor
|
—
|
|
|
27
|
|
|
(27
|
)
|
|
30
|
|
|
88
|
|
|
(58
|
)
|
||||||
Adjusted EBITDA attributable to MPLX LP
|
375
|
|
|
66
|
|
|
309
|
|
|
1,028
|
|
|
200
|
|
|
828
|
|
||||||
Plus: Current period cash received/deferred revenue for committed volume deficiencies
|
10
|
|
|
11
|
|
|
(1
|
)
|
|
31
|
|
|
33
|
|
|
(2
|
)
|
||||||
Less: Net interest and other financial costs
|
53
|
|
|
5
|
|
|
48
|
|
|
162
|
|
|
17
|
|
|
145
|
|
||||||
Gain on disposal of assets
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Equity investment maintenance capital expenditures
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Current portion of income taxes
|
4
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||
Maintenance capital expenditures paid
|
20
|
|
|
8
|
|
|
12
|
|
|
48
|
|
|
16
|
|
|
32
|
|
||||||
Volume deficiency credits recognized
|
9
|
|
|
10
|
|
|
(1
|
)
|
|
25
|
|
|
29
|
|
|
(4
|
)
|
||||||
Other
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||
Adjustments attributable to Predecessor
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
||||||
DCF
|
301
|
|
|
54
|
|
|
247
|
|
|
822
|
|
|
172
|
|
|
650
|
|
||||||
Less: Preferred unit distributions
|
16
|
|
|
—
|
|
|
16
|
|
|
25
|
|
|
—
|
|
|
25
|
|
||||||
DCF attributable to GP and LP unitholders
|
$
|
285
|
|
|
$
|
54
|
|
|
$
|
231
|
|
|
$
|
797
|
|
|
$
|
172
|
|
|
$
|
625
|
|
|
Nine Months Ended September 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
|
$
|
932
|
|
|
$
|
258
|
|
|
$
|
674
|
|
Less: Changes in working capital items
|
54
|
|
|
(8
|
)
|
|
62
|
|
|||
All other, net
|
18
|
|
|
2
|
|
|
16
|
|
|||
Plus: Non-cash equity-based compensation
|
9
|
|
|
3
|
|
|
6
|
|
|||
Net gain on disposal of assets
|
1
|
|
|
—
|
|
|
1
|
|
|||
Net interest and other financial costs
|
162
|
|
|
17
|
|
|
145
|
|
|||
Current income taxes
|
4
|
|
|
—
|
|
|
4
|
|
|||
Asset retirement expenditures
|
3
|
|
|
1
|
|
|
2
|
|
|||
Unrealized loss on commodity hedges
|
23
|
|
|
—
|
|
|
23
|
|
|||
Acquisition costs
|
(1
|
)
|
|
4
|
|
|
(5
|
)
|
|||
Adjusted EBITDA
|
1,061
|
|
|
289
|
|
|
772
|
|
|||
Less: Adjusted EBITDA attributable to noncontrolling interests
|
3
|
|
|
1
|
|
|
2
|
|
|||
Adjusted EBITDA attributable to Predecessor
|
30
|
|
|
88
|
|
|
(58
|
)
|
|||
Adjusted EBITDA attributable to MPLX LP
|
1,028
|
|
|
200
|
|
|
828
|
|
|||
Plus: Current period cash received/deferred revenue for committed volume deficiencies
|
31
|
|
|
33
|
|
|
(2
|
)
|
|||
Less: Net interest and other financial costs
|
162
|
|
|
17
|
|
|
145
|
|
|||
Gain on disposal of assets
|
1
|
|
|
—
|
|
|
1
|
|
|||
Equity investment maintenance capital expenditures
|
1
|
|
|
—
|
|
|
1
|
|
|||
Current portion of income taxes
|
4
|
|
|
—
|
|
|
4
|
|
|||
Maintenance capital expenditures paid
|
48
|
|
|
16
|
|
|
32
|
|
|||
Volume deficiency credits recognized
|
25
|
|
|
29
|
|
|
(4
|
)
|
|||
Other
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||
Adjustments attributable to Predecessor
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
DCF
|
822
|
|
|
172
|
|
|
650
|
|
|||
Less: Preferred unit distributions
|
25
|
|
|
—
|
|
|
25
|
|
|||
DCF attributable to GP and LP unitholders
|
$
|
797
|
|
|
$
|
172
|
|
|
$
|
625
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
Variance
|
|
2016
|
|
2015
|
|
Variance
|
||||||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment revenue
|
$
|
200
|
|
|
$
|
195
|
|
|
$
|
5
|
|
|
$
|
585
|
|
|
$
|
571
|
|
|
$
|
14
|
|
Segment other income
|
16
|
|
|
19
|
|
|
(3
|
)
|
|
53
|
|
|
57
|
|
|
(4
|
)
|
||||||
Total segment revenues and other income
|
216
|
|
|
214
|
|
|
2
|
|
|
638
|
|
|
628
|
|
|
10
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment cost of revenues
|
92
|
|
|
102
|
|
|
(10
|
)
|
|
269
|
|
|
278
|
|
|
(9
|
)
|
||||||
Segment operating income before portion attributable to noncontrolling interest and Predecessor
|
124
|
|
|
112
|
|
|
12
|
|
|
369
|
|
|
350
|
|
|
19
|
|
||||||
Segment portion attributable to noncontrolling interest and Predecessor
|
—
|
|
|
31
|
|
|
(31
|
)
|
|
34
|
|
|
99
|
|
|
(65
|
)
|
||||||
Segment operating income attributable to MPLX LP
|
$
|
124
|
|
|
$
|
81
|
|
|
$
|
43
|
|
|
$
|
335
|
|
|
$
|
251
|
|
|
$
|
84
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
Variance
|
|
2016
|
|
2015
|
|
Variance
|
||||||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment revenue
|
$
|
567
|
|
|
$
|
—
|
|
|
$
|
567
|
|
|
$
|
1,595
|
|
|
$
|
—
|
|
|
$
|
1,595
|
|
Segment other income
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Total segment revenues and other income
|
568
|
|
|
—
|
|
|
568
|
|
|
1,596
|
|
|
—
|
|
|
1,596
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment cost of revenues
|
239
|
|
|
—
|
|
|
239
|
|
|
662
|
|
|
—
|
|
|
662
|
|
||||||
Segment operating income before portion attributable to noncontrolling interest
|
329
|
|
|
—
|
|
|
329
|
|
|
934
|
|
|
—
|
|
|
934
|
|
||||||
Segment portion attributable to noncontrolling interest
|
36
|
|
|
—
|
|
|
36
|
|
|
113
|
|
|
—
|
|
|
113
|
|
||||||
Segment operating income attributable to MPLX LP
|
$
|
293
|
|
|
$
|
—
|
|
|
$
|
293
|
|
|
$
|
821
|
|
|
$
|
—
|
|
|
$
|
821
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
Variance
|
|
2016
|
|
2015
|
|
Variance
|
||||||||||||
Reconciliation to Income from operations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
L&S segment operating income attributable to MPLX LP
|
$
|
124
|
|
|
$
|
81
|
|
|
$
|
43
|
|
|
$
|
335
|
|
|
$
|
251
|
|
|
$
|
84
|
|
G&P segment operating income attributable to MPLX LP
|
293
|
|
|
—
|
|
|
293
|
|
|
821
|
|
|
—
|
|
|
821
|
|
||||||
Segment operating income attributable to MPLX LP
|
417
|
|
|
81
|
|
|
336
|
|
|
1,156
|
|
|
251
|
|
|
905
|
|
||||||
Segment portion attributable to unconsolidated affiliates
|
(77
|
)
|
|
—
|
|
|
(77
|
)
|
|
(243
|
)
|
|
—
|
|
|
(243
|
)
|
||||||
Segment portion attributable to noncontrolling interest and Predecessor
|
36
|
|
|
31
|
|
|
5
|
|
|
147
|
|
|
99
|
|
|
48
|
|
||||||
Income (loss) from equity method investments
|
6
|
|
|
—
|
|
|
6
|
|
|
(72
|
)
|
|
—
|
|
|
(72
|
)
|
||||||
Other income - related parties
|
11
|
|
|
—
|
|
|
11
|
|
|
29
|
|
|
—
|
|
|
29
|
|
||||||
Unrealized derivative losses
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
||||||
Depreciation and amortization
|
(138
|
)
|
|
(19
|
)
|
|
(119
|
)
|
|
(407
|
)
|
|
(58
|
)
|
|
(349
|
)
|
||||||
Impairment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(130
|
)
|
|
—
|
|
|
(130
|
)
|
||||||
General and administrative expenses
|
(46
|
)
|
|
(25
|
)
|
|
(21
|
)
|
|
(147
|
)
|
|
(68
|
)
|
|
(79
|
)
|
||||||
Income from operations
|
$
|
207
|
|
|
$
|
68
|
|
|
$
|
139
|
|
|
$
|
310
|
|
|
$
|
224
|
|
|
$
|
86
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
Variance
|
|
2016
|
|
2015
|
|
Variance
|
||||||||||||
Reconciliation to Total revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total segment revenues and other income
|
$
|
784
|
|
|
$
|
214
|
|
|
$
|
570
|
|
|
$
|
2,234
|
|
|
$
|
628
|
|
|
$
|
1,606
|
|
Revenue adjustment from unconsolidated affiliates
|
(100
|
)
|
|
—
|
|
|
(100
|
)
|
|
(303
|
)
|
|
—
|
|
|
(303
|
)
|
||||||
Income (loss) from equity method investments
|
6
|
|
|
—
|
|
|
6
|
|
|
(72
|
)
|
|
—
|
|
|
(72
|
)
|
||||||
Other income - related parties
|
11
|
|
|
—
|
|
|
11
|
|
|
29
|
|
|
—
|
|
|
29
|
|
||||||
Unrealized derivative loss
|
2
|
|
|
—
|
|
|
2
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
||||||
Total revenues and other income
|
$
|
703
|
|
|
$
|
214
|
|
|
$
|
489
|
|
|
$
|
1,876
|
|
|
$
|
628
|
|
|
$
|
1,248
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 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
|
|
|
$
|
31
|
|
|
$
|
5
|
|
|
$
|
147
|
|
|
$
|
99
|
|
|
$
|
48
|
|
Portion of noncontrolling interests and Predecessor related to items below segment income from operations
|
(16
|
)
|
|
(9
|
)
|
|
(7
|
)
|
|
(101
|
)
|
|
(30
|
)
|
|
(71
|
)
|
||||||
Portion of operating income attributable to noncontrolling interests of unconsolidated affiliates
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
||||||
Net income attributable to noncontrolling interests and Predecessor
|
$
|
2
|
|
|
$
|
22
|
|
|
$
|
(20
|
)
|
|
$
|
26
|
|
|
$
|
69
|
|
|
$
|
(43
|
)
|
|
Fee-Based
|
|
Percent-of-Proceeds
(1)
|
|
Keep-Whole
(2)
|
|||
L&S
|
100
|
%
|
|
—
|
%
|
|
—
|
%
|
G&P
(3)
|
89
|
%
|
|
11
|
%
|
|
—
|
%
|
Total
|
93
|
%
|
|
7
|
%
|
|
—
|
%
|
|
Fee-Based
|
|
Percent-of-Proceeds
(1)
|
|
Keep-Whole
(2)
|
|||
L&S
|
100
|
%
|
|
—
|
%
|
|
—
|
%
|
G&P
(3)
|
91
|
%
|
|
8
|
%
|
|
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
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Reconciliation of net operating margin to income from operations:
|
|
|
|
|
|
|
|
||||||||
Segment revenue
|
$
|
767
|
|
|
$
|
195
|
|
|
$
|
2,180
|
|
|
$
|
571
|
|
Less: Segment purchased product costs
|
113
|
|
|
—
|
|
|
299
|
|
|
—
|
|
||||
Realized derivative gain related to revenues and purchased product costs
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Net operating margin
|
654
|
|
|
195
|
|
|
1,875
|
|
|
571
|
|
||||
Revenue adjustment from unconsolidated affiliates
(1)
|
(100
|
)
|
|
—
|
|
|
(303
|
)
|
|
—
|
|
||||
Realized derivative gain related to revenues and purchased product costs
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Unrealized derivative losses
|
(2
|
)
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
||||
Income (loss) from equity method investments
|
6
|
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
||||
Other income
|
2
|
|
|
1
|
|
|
5
|
|
|
4
|
|
||||
Other income - related parties
|
26
|
|
|
18
|
|
|
78
|
|
|
53
|
|
||||
Cost of revenues (excludes items below)
|
(90
|
)
|
|
(59
|
)
|
|
(263
|
)
|
|
(147
|
)
|
||||
Rental cost of sales
|
(11
|
)
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
||||
Purchases - related parties
|
(84
|
)
|
|
(43
|
)
|
|
(238
|
)
|
|
(123
|
)
|
||||
Depreciation and amortization
|
(138
|
)
|
|
(19
|
)
|
|
(407
|
)
|
|
(58
|
)
|
||||
Impairment expense
|
—
|
|
|
—
|
|
|
(130
|
)
|
|
—
|
|
||||
General and administrative expenses
|
(46
|
)
|
|
(25
|
)
|
|
(147
|
)
|
|
(68
|
)
|
||||
Other taxes
|
(10
|
)
|
|
—
|
|
|
(32
|
)
|
|
(8
|
)
|
||||
Income from operations
|
$
|
207
|
|
|
$
|
68
|
|
|
$
|
310
|
|
|
$
|
224
|
|
(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
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
L&S
|
|
|
|
|
|
|
|
||||||||
Pipeline throughput (mbpd)
|
|
|
|
|
|
|
|
||||||||
Crude oil pipelines
|
1,180
|
|
|
1,135
|
|
|
1,090
|
|
|
1,091
|
|
||||
Product pipelines
|
907
|
|
|
896
|
|
|
909
|
|
|
907
|
|
||||
Total pipelines
|
2,087
|
|
|
2,031
|
|
|
1,999
|
|
|
1,998
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Average tariff rates ($ per barrel)
(1)
|
|
|
|
|
|
|
|
||||||||
Crude oil pipelines
|
$
|
0.64
|
|
|
$
|
0.66
|
|
|
$
|
0.67
|
|
|
$
|
0.66
|
|
Product pipelines
|
0.70
|
|
|
0.65
|
|
|
0.68
|
|
|
0.64
|
|
||||
Total pipelines
|
0.67
|
|
|
0.66
|
|
|
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
|
946
|
|
|
|
|
922
|
|
|
|
||||||
Utica operations
(4)
|
916
|
|
|
|
|
936
|
|
|
|
||||||
Southwest operations
(5)
|
1,444
|
|
|
|
|
1,455
|
|
|
|
||||||
Total gathering throughput
|
3,306
|
|
|
|
|
3,313
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Natural Gas Processed (mmcf/d)
|
|
|
|
|
|
|
|
||||||||
Marcellus operations
|
3,273
|
|
|
|
|
3,166
|
|
|
|
||||||
Utica operations
(4)
|
1,050
|
|
|
|
|
1,068
|
|
|
|
||||||
Southwest operations
|
1,339
|
|
|
|
|
1,209
|
|
|
|
||||||
Southern Appalachian operations
|
244
|
|
|
|
|
248
|
|
|
|
||||||
Total natural gas processed
|
5,906
|
|
|
|
|
5,691
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
C2 + NGLs Fractionated (mbpd)
|
|
|
|
|
|
|
|
||||||||
Marcellus operations
(6)
|
274
|
|
|
|
|
254
|
|
|
|
||||||
Utica operations
(4)(6)
|
41
|
|
|
|
|
43
|
|
|
|
||||||
Southwest operations
|
19
|
|
|
|
|
17
|
|
|
|
||||||
Southern Appalachian operations
(7)
|
14
|
|
|
|
|
16
|
|
|
|
||||||
Total C2 + NGLs fractionated
(8)
|
348
|
|
|
|
|
330
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Pricing Information
|
|
|
|
|
|
|
|
||||||||
Natural Gas NYMEX HH ($ per MMBtu)
|
$
|
2.80
|
|
|
|
|
$
|
2.34
|
|
|
|
||||
C2 + NGL Pricing ($ per gallon)
(9)
|
$
|
0.46
|
|
|
|
|
$
|
0.44
|
|
|
|
(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
307
mmcf/d and
299
mmcf/d related to unconsolidated equity method investments, Wirth and MarkWest Pioneer, for the
three and nine
months ended
September 30, 2016
, respectively.
|
(6)
|
Hopedale is jointly owned by MarkWest Liberty Midstream and MarkWest Utica EMG, respectively. The Marcellus operations includes Marcellus’ 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
137
mbpd and
125
mbpd of total fractionated products for the
three and nine
months ended
September 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 September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
Variance
|
|
2016
|
|
2015
|
|
Variance
|
||||||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment revenue and other income
|
$
|
568
|
|
|
$
|
509
|
|
|
$
|
59
|
|
|
$
|
1,596
|
|
|
$
|
1,498
|
|
|
$
|
98
|
|
Total segment revenues and other income
|
568
|
|
|
509
|
|
|
59
|
|
|
1,596
|
|
|
1,498
|
|
|
98
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment cost of revenues
|
239
|
|
|
209
|
|
|
30
|
|
|
662
|
|
|
662
|
|
|
—
|
|
||||||
Segment operating income before portion attributable to noncontrolling interest
|
329
|
|
|
300
|
|
|
29
|
|
|
934
|
|
|
836
|
|
|
98
|
|
||||||
Segment portion attributable to noncontrolling interest
|
36
|
|
|
34
|
|
|
2
|
|
|
113
|
|
|
82
|
|
|
31
|
|
||||||
Segment operating income attributable to MPLX LP
|
$
|
293
|
|
|
$
|
266
|
|
|
$
|
27
|
|
|
$
|
821
|
|
|
$
|
754
|
|
|
$
|
67
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 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
|
$
|
568
|
|
|
$
|
509
|
|
|
$
|
59
|
|
|
$
|
1,596
|
|
|
$
|
1,498
|
|
|
$
|
98
|
|
Revenue adjustment from unconsolidated affiliates
|
(100
|
)
|
|
(41
|
)
|
|
(59
|
)
|
|
(303
|
)
|
|
(100
|
)
|
|
(203
|
)
|
||||||
Income (loss) from equity method investments
|
6
|
|
|
6
|
|
|
—
|
|
|
(72
|
)
|
|
4
|
|
|
(76
|
)
|
||||||
G&P Other income (loss) - related parties
|
11
|
|
|
(2
|
)
|
|
13
|
|
|
29
|
|
|
(3
|
)
|
|
32
|
|
||||||
Unrealized derivative losses related to revenue
|
2
|
|
|
3
|
|
|
(1
|
)
|
|
(12
|
)
|
|
(6
|
)
|
|
(6
|
)
|
||||||
Total pro forma G&P revenues and other income
|
487
|
|
|
475
|
|
|
12
|
|
|
1,238
|
|
|
1,393
|
|
|
(155
|
)
|
||||||
Total pro forma L&S revenues and other income
|
216
|
|
|
214
|
|
|
2
|
|
|
638
|
|
|
628
|
|
|
10
|
|
||||||
Total pro forma revenues and other income
|
$
|
703
|
|
|
$
|
689
|
|
|
$
|
14
|
|
|
$
|
1,876
|
|
|
$
|
2,021
|
|
|
$
|
(145
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 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
|
$
|
293
|
|
|
$
|
266
|
|
|
$
|
27
|
|
|
$
|
821
|
|
|
$
|
754
|
|
|
$
|
67
|
|
Segment operating income attributable to L&S
|
124
|
|
|
81
|
|
|
43
|
|
|
335
|
|
|
251
|
|
|
84
|
|
||||||
Segment portion attributable to unconsolidated affiliates
|
(77
|
)
|
|
(7
|
)
|
|
(70
|
)
|
|
(243
|
)
|
|
(13
|
)
|
|
(230
|
)
|
||||||
Segment portion attributable to noncontrolling interest and Predecessor
|
36
|
|
|
45
|
|
|
(9
|
)
|
|
147
|
|
|
135
|
|
|
12
|
|
||||||
Income (loss) from equity method investments
|
6
|
|
|
6
|
|
|
—
|
|
|
(72
|
)
|
|
4
|
|
|
(76
|
)
|
||||||
Other income (loss) - related parties
|
11
|
|
|
(2
|
)
|
|
13
|
|
|
29
|
|
|
(2
|
)
|
|
31
|
|
||||||
Unrealized derivative losses
|
(2
|
)
|
|
7
|
|
|
(9
|
)
|
|
(23
|
)
|
|
(9
|
)
|
|
(14
|
)
|
||||||
Depreciation and amortization
|
(138
|
)
|
|
(148
|
)
|
|
10
|
|
|
(407
|
)
|
|
(427
|
)
|
|
20
|
|
||||||
Impairment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(130
|
)
|
|
(26
|
)
|
|
(104
|
)
|
||||||
General and administrative expenses
|
(46
|
)
|
|
(55
|
)
|
|
9
|
|
|
(147
|
)
|
|
(165
|
)
|
|
18
|
|
||||||
Pro forma income from operations
|
207
|
|
|
193
|
|
|
14
|
|
|
310
|
|
|
502
|
|
|
(192
|
)
|
||||||
Related party interest and other financial costs
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Debt retirement expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
(118
|
)
|
||||||
Net interest and other financial costs
|
64
|
|
|
66
|
|
|
(2
|
)
|
|
195
|
|
|
192
|
|
|
3
|
|
||||||
Pro forma income before income taxes
|
143
|
|
|
127
|
|
|
16
|
|
|
114
|
|
|
192
|
|
|
(78
|
)
|
||||||
Provision (benefit) for income taxes
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
(12
|
)
|
|
(11
|
)
|
|
(1
|
)
|
||||||
Pro forma net income
|
143
|
|
|
124
|
|
|
19
|
|
|
126
|
|
|
203
|
|
|
(77
|
)
|
||||||
Less: Net income attributable to noncontrolling interests
|
2
|
|
|
17
|
|
|
(15
|
)
|
|
26
|
|
|
43
|
|
|
(17
|
)
|
||||||
Pro forma net income attributable to MPLX LP
|
$
|
141
|
|
|
$
|
107
|
|
|
$
|
34
|
|
|
$
|
100
|
|
|
$
|
160
|
|
|
$
|
(60
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
||||||||||
Pro Forma Operating Statistics
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gathering Throughput (mmcf/d)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marcellus operations
|
946
|
|
|
875
|
|
|
8
|
%
|
|
922
|
|
|
849
|
|
|
9
|
%
|
||||
Utica operations
(1)
|
916
|
|
|
763
|
|
|
20
|
%
|
|
936
|
|
|
617
|
|
|
52
|
%
|
||||
Southwest operations
(2)
|
1,444
|
|
|
1,414
|
|
|
2
|
%
|
|
1,455
|
|
|
1,419
|
|
|
3
|
%
|
||||
Total gathering throughput
|
3,306
|
|
|
3,052
|
|
|
8
|
%
|
|
3,313
|
|
|
2,885
|
|
|
15
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural Gas Processed (mmcf/d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Marcellus operations
|
3,273
|
|
|
2,865
|
|
|
14
|
%
|
|
3,166
|
|
|
2,868
|
|
|
10
|
%
|
||||
Utica operations
(1)
|
1,050
|
|
|
929
|
|
|
13
|
%
|
|
1,068
|
|
|
816
|
|
|
31
|
%
|
||||
Southwest operations
|
1,339
|
|
|
1,089
|
|
|
23
|
%
|
|
1,209
|
|
|
1,074
|
|
|
13
|
%
|
||||
Southern Appalachian operations
|
244
|
|
|
275
|
|
|
(11
|
)%
|
|
248
|
|
|
273
|
|
|
(9
|
)%
|
||||
Total natural gas processed
|
5,906
|
|
|
5,158
|
|
|
15
|
%
|
|
5,691
|
|
|
5,031
|
|
|
13
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
C2 + NGLs Fractionated (mbpd)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marcellus operations
(3)
|
274
|
|
|
198
|
|
|
38
|
%
|
|
254
|
|
|
191
|
|
|
33
|
%
|
||||
Utica operations
(1)(3)
|
41
|
|
|
42
|
|
|
(2
|
)%
|
|
43
|
|
|
37
|
|
|
16
|
%
|
||||
Southwest operations
|
19
|
|
|
19
|
|
|
—
|
%
|
|
17
|
|
|
17
|
|
|
—
|
%
|
||||
Southern Appalachian operations
(4)
|
14
|
|
|
16
|
|
|
(13
|
)%
|
|
16
|
|
|
15
|
|
|
7
|
%
|
||||
Total C2 + NGLs fractionated
(5)
|
348
|
|
|
275
|
|
|
27
|
%
|
|
330
|
|
|
260
|
|
|
27
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pricing Information
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural Gas NYMEX HH ($ per MMBtu)
|
$
|
2.80
|
|
|
$
|
2.73
|
|
|
3
|
%
|
|
$
|
2.34
|
|
|
$
|
2.76
|
|
|
(15
|
)%
|
C2 + NGL Pricing ($ per gallon)
(6)
|
$
|
0.46
|
|
|
$
|
0.42
|
|
|
10
|
%
|
|
$
|
0.44
|
|
|
$
|
0.47
|
|
|
(6
|
)%
|
(1)
|
Utica is an unconsolidated equity method investment and is consolidated for segment purposes only.
|
(2)
|
Includes approximately
307
mmcf/d and
247
mmcf/d related to unconsolidated equity method investments, Wirth and MarkWest Pioneer, for the three months ended
September 30, 2016
and
September 30, 2015
, respectively. Includes approximately
299
mmcf/d and
233
mmcf/d related to unconsolidated equity method investments, Wirth and MarkWest Pioneer, for the
nine
months ended
September 30, 2016
and
September 30, 2015
, respectively.
|
(3)
|
Hopedale is jointly owned by MarkWest Liberty Midstream and MarkWest Utica EMG, respectively. The Marcellus operations includes Marcellus’ 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
137
mbpd and
82
mbpd of total fractionated products for the three months ended
September 30, 2016
and
September 30, 2015
, respectively, and approximately
125
mbpd and
75
mbpd of total fractionated products for the
nine
months ended
September 30, 2016
and
September 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.
|
|
Nine Months Ended September 30,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
932
|
|
|
$
|
258
|
|
Investing activities
|
(849
|
)
|
|
(191
|
)
|
||
Financing activities
|
82
|
|
|
(4
|
)
|
||
Total
|
$
|
165
|
|
|
$
|
63
|
|
(In millions)
|
September 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
|
8
|
|
|
9
|
|
||
Total
|
4,858
|
|
|
5,736
|
|
||
Unamortized debt issuance costs
|
(7
|
)
|
|
(8
|
)
|
||
Unamortized discount
(1)
|
(439
|
)
|
|
(472
|
)
|
||
Amounts due within one year
|
(1
|
)
|
|
(1
|
)
|
||
Total long-term debt due after one year
|
$
|
4,411
|
|
|
$
|
5,255
|
|
(1)
|
Includes $431 million and
$465 million
discount as of
September 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)
|
|
September 30, 2016
|
||||||||||
(In millions)
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Available
Capacity
|
||||||
MPLX LP - bank revolving credit facility
(1)
|
$
|
2,000
|
|
|
$
|
(3
|
)
|
|
$
|
1,997
|
|
MPC Investment - loan agreement
|
500
|
|
|
—
|
|
|
500
|
|
|||
Total liquidity
|
$
|
2,500
|
|
|
$
|
(3
|
)
|
|
$
|
2,497
|
|
Cash and cash equivalents
|
|
|
|
|
208
|
|
|||||
Total liquidity
|
|
|
|
|
$
|
2,705
|
|
(1)
|
Outstanding borrowings include
$3 million
in letters of credit outstanding under this facility.
|
(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
|
39,637
|
|
|
—
|
|
|
810
|
|
|
40,447
|
|
Issuance of units under the ATM Program
|
17,725,000
|
|
|
—
|
|
|
361,732
|
|
|
18,086,732
|
|
Contribution of HSM
|
22,534,002
|
|
|
—
|
|
|
459,878
|
|
|
22,993,880
|
|
Class B conversion
|
4,350,057
|
|
|
(3,990,878
|
)
|
|
7,330
|
|
|
366,509
|
|
Class A Reorganization
|
7,153,177
|
|
|
—
|
|
|
(436,758
|
)
|
|
6,716,419
|
|
Balance at September 30, 2016
|
348,489,049
|
|
|
3,990,878
|
|
|
7,193,467
|
|
|
359,673,394
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Distribution declared:
|
|
|
|
|
|
|
|
||||||||
Limited partner units - public
|
$
|
135
|
|
|
$
|
11
|
|
|
$
|
393
|
|
|
$
|
31
|
|
Limited partner units - MPC
|
44
|
|
|
27
|
|
|
114
|
|
|
75
|
|
||||
General partner units - MPC
|
5
|
|
|
1
|
|
|
13
|
|
|
3
|
|
||||
Incentive distribution rights - MPC
|
49
|
|
|
8
|
|
|
135
|
|
|
17
|
|
||||
Total GP & LP distribution declared
|
233
|
|
|
47
|
|
|
655
|
|
|
126
|
|
||||
Redeemable preferred units
|
16
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||
Total distribution declared
|
$
|
249
|
|
|
$
|
47
|
|
|
$
|
680
|
|
|
$
|
126
|
|
|
|
|
|
|
|
|
|
||||||||
Cash distributions declared per limited partner common unit
|
$
|
0.5150
|
|
|
$
|
0.4700
|
|
|
$
|
1.5300
|
|
|
$
|
1.3200
|
|
|
Nine months ended September 30,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Capital expenditures:
|
|
|
|
||||
Maintenance
|
$
|
48
|
|
|
$
|
19
|
|
Expansion
|
825
|
|
|
130
|
|
||
Total capital expenditures
|
873
|
|
|
149
|
|
||
Less: (Decrease) increase in capital accruals
|
(4
|
)
|
|
19
|
|
||
Asset retirement expenditures
|
3
|
|
|
1
|
|
||
Additions to property, plant and equipment
|
874
|
|
|
129
|
|
||
Capital expenditures of unconsolidated subsidiaries
(1)
|
94
|
|
|
—
|
|
||
Total gross capital expenditures
|
968
|
|
|
129
|
|
||
Less: Joint venture partner contributions
(2)
|
45
|
|
|
—
|
|
||
Total gross capital expenditures, net
|
$
|
923
|
|
|
$
|
129
|
|
(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 (Oct - Dec)
|
|
1,000
|
|
|
$
|
52.17
|
|
|
$
|
291
|
|
Ethane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Oct - Dec)
|
|
54,600
|
|
|
$
|
0.23
|
|
|
$
|
32
|
|
2017
|
|
25,200
|
|
|
$
|
0.26
|
|
|
$
|
96
|
|
Propane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Oct - Dec)
|
|
75,600
|
|
|
$
|
0.43
|
|
|
$
|
(835
|
)
|
2017 (Jan - Jun)
|
|
12,395
|
|
|
$
|
0.51
|
|
|
$
|
(87
|
)
|
IsoButane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Oct - Dec)
|
|
16,517
|
|
|
$
|
0.59
|
|
|
$
|
(232
|
)
|
2017 (Jan - Mar)
|
|
1,375
|
|
|
$
|
0.65
|
|
|
$
|
(28
|
)
|
Normal Butane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Oct - Dec)
|
|
12,600
|
|
|
$
|
0.53
|
|
|
$
|
(231
|
)
|
2017 (Jan - Mar)
|
|
2,749
|
|
|
$
|
0.65
|
|
|
$
|
(51
|
)
|
Natural Gasoline Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Oct - Dec)
|
|
4,200
|
|
|
$
|
0.98
|
|
|
$
|
(37
|
)
|
Natural Gas Swaps
|
|
Volumes (MMBtu/d)
|
|
WAVG Price (Per MMBtu)
|
|
Fair Value
(in thousands) |
|||||
2016 (Oct - Dec)
|
|
5,923
|
|
|
$
|
2.28
|
|
|
$
|
292
|
|
2017
|
|
814
|
|
|
$
|
2.93
|
|
|
$
|
(4
|
)
|
Propane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Oct - Dec)
|
|
38,294
|
|
|
$
|
0.49
|
|
|
$
|
(220
|
)
|
2017
|
|
5,325
|
|
|
$
|
0.53
|
|
|
$
|
(33
|
)
|
IsoButane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Oct - Dec)
|
|
4,222
|
|
|
$
|
0.60
|
|
|
$
|
(57
|
)
|
2017
|
|
548
|
|
|
$
|
0.68
|
|
|
$
|
(7
|
)
|
Normal Butane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Oct - Dec)
|
|
11,731
|
|
|
$
|
0.57
|
|
|
$
|
(149
|
)
|
2017
|
|
1,512
|
|
|
$
|
0.59
|
|
|
$
|
(15
|
)
|
Natural Gasoline Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Oct - Dec)
|
|
8,306
|
|
|
$
|
0.91
|
|
|
$
|
(131
|
)
|
2017
|
|
1,016
|
|
|
$
|
1.07
|
|
|
$
|
(8
|
)
|
Propane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Oct - Dec)
|
|
63,000
|
|
|
$
|
0.48
|
|
|
$
|
(443
|
)
|
2017 (Jan - Jun)
|
|
12,395
|
|
|
$
|
0.51
|
|
|
$
|
(79
|
)
|
IsoButane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Oct - Dec)
|
|
8,400
|
|
|
$
|
0.56
|
|
|
$
|
(138
|
)
|
Normal Butane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Oct - Dec)
|
|
21,000
|
|
|
$
|
0.59
|
|
|
$
|
(235
|
)
|
Natural Gasoline Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2016 (Oct - Dec)
|
|
46,200
|
|
|
$
|
0.99
|
|
|
$
|
(381
|
)
|
2017
|
|
12,600
|
|
|
$
|
1.08
|
|
|
$
|
(64
|
)
|
Ethane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|||
2017
|
|
8,400
|
|
|
$
|
0.27
|
|
Propane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|||
2017
|
|
24,962
|
|
|
$
|
0.56
|
|
IsoButane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|||
2017
|
|
3,479
|
|
|
$
|
0.73
|
|
Normal Butane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|||
2017
|
|
7,168
|
|
|
$
|
0.72
|
|
Natural Gasoline Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|||
2017
|
|
7,483
|
|
|
$
|
1.13
|
|
Propane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|||
2017
|
|
12,600
|
|
|
$
|
0.57
|
|
Normal Butane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|||
2017
|
|
4,200
|
|
|
$
|
0.68
|
|
Natural Gasoline Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|||
2017
|
|
4,200
|
|
|
$
|
1.13
|
|
(In millions)
|
Fair Value as of September 30, 2016
(1)
|
|
Change in Fair Value
(2)
|
|
Change in Income Before Income Taxes for the Nine Months Ended
September 30, 2016
(3)
|
||||||
Long-term debt
|
|
|
|
|
|
||||||
Fixed-rate
|
$
|
4,737
|
|
|
$
|
316
|
|
|
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
September 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
nine
months ended
September 30, 2016
.
|
•
|
The rights, preferences, privileges and other terms relating to the MPLX Class A units were removed as the MPLX Class A units were eliminated in connection with the Class A Reorganization. See Note
7
of the Notes to Consolidated Financial Statements for further discussion of the Class A Reorganization.
|
•
|
Other amendments MPLX GP determined did not adversely affect the limited partners of the Partnership considered as a whole or any particular class of partnership interests as compared to other classes of partnership interests in any material respect.
|
|
|
|
|
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
|
|
|
|
|
3.3
|
|
Third Amended and Restated Agreement of Limited Partnership of MPLX LP, dated as of October 26, 2016
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
10.1
|
|
Master Reorganization Agreement, dated September 1, 2016, by and among MPLX Holdings Inc., MarkWest Energy Partners, L.P., MWE GP LLC, MPLX LP, MPLX GP LLC, MPC Investment LLC, MPLX Logistics Holdings LLC and MarkWest Hydrocarbon, L.L.C.
|
|
8-K
|
|
10.1
|
|
|
9/6/2016
|
|
001-35714
|
|
|
|
|
10.2
|
|
Second Amendment to Amended and Restated Operating Agreement, dated August 1, 2016, between Marathon Petroleum Company LP and Marathon Pipe Line LLC
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
MPLX LP
|
|
|
|
|
|
|
|
By:
|
|
MPLX GP LLC
|
|
|
|
Its general partner
|
|
|
|
|
Date: October 31, 2016
|
By:
|
|
/s/ Paula L. Rosson
|
|
|
|
Paula L. Rosson
|
|
|
|
Senior Vice President and Chief Accounting Officer of MPLX GP LLC
(the general partner of MPLX LP)
|
|
|
|
|
Page
|
||
Article I
|
|
|
||||
|
|
DEFINITIONS
|
2
|
|
||
|
|
|
|
|
|
|
|
Section 1.1
|
Definitions
|
2
|
|
||
|
Section 1.2
|
Construction
|
33
|
|
||
|
|
|
|
|
|
|
Article II
|
|
|
||||
|
|
ORGANIZATION
|
33
|
|
||
|
|
|
|
|
|
|
|
Section 2.1
|
Formation
|
33
|
|
||
|
Section 2.2
|
Name
|
33
|
|
||
|
Section 2.3
|
Registered Office; Registered Agent; Principal Office; Other Offices
|
34
|
|
||
|
Section 2.4
|
Purpose and Business
|
34
|
|
||
|
Section 2.5
|
Powers
|
34
|
|
||
|
Section 2.6
|
Term
|
34
|
|
||
|
Section 2.7
|
Title to Partnership Assets
|
35
|
|
||
|
|
|
|
|
|
|
Article III
|
|
|
||||
|
|
RIGHTS OF LIMITED PARTNERS
|
35
|
|
||
|
|
|
|
|
|
|
|
Section 3.1
|
Limitation of Liability
|
35
|
|
||
|
Section 3.2
|
Management of Business
|
35
|
|
||
|
Section 3.3
|
Rights of Limited Partners
|
36
|
|
||
|
|
|
|
|
|
|
Article IV
|
|
|
||||
|
|
CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS
|
37
|
|
||
|
Section 4.1
|
Certificates
|
37
|
|
||
|
Section 4.2
|
Mutilated, Destroyed, Lost or Stolen Certificates
|
37
|
|
||
|
Section 4.3
|
Record Holders
|
38
|
|
||
|
Section 4.4
|
Transfer Generally
|
38
|
|
||
|
Section 4.5
|
Registration and Transfer of Limited Partner Interests
|
39
|
|
||
|
Section 4.6
|
Transfer of the General Partner’s General Partner Interest
|
40
|
|
||
|
Section 4.7
|
Transfer of Incentive Distribution Rights
|
41
|
|
||
|
Section 4.8
|
Restrictions on Transfers
|
41
|
|
||
|
Section 4.9
|
Eligibility Certificates; Ineligible Holders
|
43
|
|
||
|
Section 4.10
|
Redemption of Partnership Interests of Ineligible Holders
|
44
|
|
Article V
|
|
|
||||
|
|
CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS
|
45
|
|
||
|
|
|
|
|
|
|
|
Section 5.1
|
Organizational Contributions
|
45
|
|
||
|
Section 5.2
|
Contributions by the General Partner
|
45
|
|
||
|
Section 5.3
|
Contributions by Limited Partner
|
46
|
|
||
|
Section 5.4
|
Interest and Withdrawal
|
47
|
|
||
|
Section 5.5
|
Capital Accounts
|
47
|
|
||
|
Section 5.6
|
Issuances of Additional Partnership Interests
|
52
|
|
||
|
Section 5.7
|
[
Reserved.]
|
53
|
|
||
|
Section 5.8
|
Limited Preemptive Right
|
53
|
|
||
|
Section 5.9
|
Splits and Combinations
|
53
|
|
||
|
Section 5.10
|
Fully Paid and Non-Assessable Nature of Limited Partner Interests
|
54
|
|
||
|
Section 5.11
|
Issuance of Common Units in Connection with Reset of Incentive Distribution Rights
|
54
|
|
||
|
Section 5.12
|
[
Reserved.]
|
56
|
|
||
|
Section 5.13
|
Establishment of Class B Units
|
56
|
|
||
|
Section 5.14
|
Establishment of Series A Preferred Units
|
61
|
|
||
|
|
|
|
|
|
|
Article VI
|
|
|
||||
|
|
ALLOCATIONS AND DISTRIBUTIONS
|
73
|
|
||
|
|
|
|
|
|
|
|
Section 6.1
|
Allocations for Capital Account Purposes
|
73
|
|
||
|
Section 6.2
|
Allocations for Tax Purposes
|
84
|
|
||
|
Section 6.3
|
Requirement and Characterization of Distributions; Distributions to Record Holders
|
85
|
|
||
|
Section 6.4
|
Distributions of Available Cash from Operating Surplus
|
86
|
|
||
|
Section 6.5
|
Distributions of Available Cash from Capital Surplus
|
87
|
|
||
|
Section 6.6
|
Adjustment of Minimum Quarterly Distribution and Target Distribution Levels
|
87
|
|
||
|
Section 6.7
|
[
Reserved.]
|
88
|
|
||
|
Section 6.8
|
Special Provisions Relating to the Holders of Incentive Distribution Rights
|
88
|
|
||
|
Section 6.9
|
Entity-Level Taxation
|
88
|
|
||
|
Section 6.10
|
Special Provisions Relating to the Holders of Converted Units
|
89
|
|
||
|
|
|
|
|
|
|
Article VII
|
|
|
||||
|
|
MANAGEMENT AND OPERATION OF BUSINESS
|
90
|
|
||
|
|
|
|
|
|
|
|
Section 7.1
|
Management
|
90
|
|
||
|
Section 7.2
|
Certificate of Limited Partnership
|
92
|
|
||
|
Section 7.3
|
Restrictions on the General Partner’s Authority to Sell Assets of the Partnership Group
|
92
|
|
||
|
Section 7.4
|
Reimbursement of and Other Payments to the General Partner
|
93
|
|
|
Section 7.5
|
Outside Activities
|
94
|
|
||
|
Section 7.6
|
Loans from the General Partner; Loans or Contributions from the Partnership or Group Members
|
95
|
|
||
|
Section 7.7
|
Indemnification
|
96
|
|
||
|
Section 7.8
|
Liability of Indemnitees
|
97
|
|
||
|
Section 7.9
|
Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties
|
98
|
|
||
|
Section 7.10
|
Other Matters Concerning the General Partner and Other Indemnitees
|
101
|
|
||
|
Section 7.11
|
Purchase or Sale of Partnership Interests
|
101
|
|
||
|
Section 7.12
|
Registration Rights of the General Partner and its Affiliates
|
101
|
|
||
|
Section 7.13
|
Reliance by Third Parties
|
106
|
|
||
|
|
|
|
|
|
|
Article VIII
|
|
|
||||
|
|
BOOKS, RECORDS, ACCOUNTING AND REPORTS
|
106
|
|
||
|
|
|
|
|
|
|
|
Section 8.1
|
Records and Accounting
|
106
|
|
||
|
Section 8.2
|
Fiscal Year
|
107
|
|
||
|
Section 8.3
|
Reports
|
107
|
|
||
|
|
|
|
|
|
|
Article IX
|
|
|
||||
|
|
TAX MATTERS
|
107
|
|
||
|
|
|
|
|
|
|
|
Section 9.1
|
Tax Returns and Information
|
107
|
|
||
|
Section 9.2
|
Tax Elections
|
108
|
|
||
|
Section 9.3
|
Tax Controversies
|
108
|
|
||
|
Section 9.4
|
Withholding; Tax Payments
|
109
|
|
||
|
|
|
|
|
|
|
Article X
|
|
|
||||
|
|
ADMISSION OF PARTNERS
|
109
|
|
||
|
|
|
|
|
|
|
|
Section 10.1
|
Admission of Limited Partners
|
109
|
|
||
|
Section 10.2
|
Admission of Successor General Partner
|
110
|
|
||
|
Section 10.3
|
Amendment of Agreement and Certificate of Limited Partnership
|
110
|
|
||
|
|
|
|
|
|
|
Article XI
|
|
|
||||
|
|
WITHDRAWAL OR REMOVAL OF PARTNERS
|
111
|
|
||
|
|
|
|
|
|
|
|
Section 11.1
|
Withdrawal of the General Partner
|
111
|
|
||
|
Section 11.2
|
Removal of the General Partner
.
|
112
|
|
||
|
Section 11.3
|
Interest of Departing General Partner and Successor General Partner
|
113
|
|
||
|
Section 11.4
|
Conversion of General Partner Interest and Incentive Distribution Rights
|
115
|
|
||
|
Section 11.5
|
Withdrawal of Limited Partners
|
115
|
|
Article XII
|
|
|
||||
|
|
DISSOLUTION AND LIQUIDATION
|
115
|
|
||
|
|
|
|
|
|
|
|
Section 12.1
|
Dissolution
|
115
|
|
||
|
Section 12.2
|
Continuation of the Business of the Partnership After Dissolution
|
115
|
|
||
|
Section 12.3
|
Liquidator
|
116
|
|
||
|
Section 12.4
|
Liquidation
|
117
|
|
||
|
Section 12.5
|
Cancellation of Certificate of Limited Partnership
|
117
|
|
||
|
Section 12.6
|
Return of Contributions
|
118
|
|
||
|
Section 12.7
|
Waiver of Partition
|
118
|
|
||
|
Section 12.8
|
Capital Account Restoration
|
118
|
|
||
|
|
|
|
|
|
|
Article XIII
|
|
|
||||
|
|
AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE
|
118
|
|
||
|
|
|
|
|
|
|
|
Section 13.1
|
Amendments to be Adopted Solely by the General Partner
|
118
|
|
||
|
Section 13.2
|
Amendment Procedures
|
119
|
|
||
|
Section 13.3
|
Amendment Requirements
|
120
|
|
||
|
Section 13.4
|
Special Meetings
|
121
|
|
||
|
Section 13.5
|
Notice of a Meeting
|
122
|
|
||
|
Section 13.6
|
Record Date
|
122
|
|
||
|
Section 13.7
|
Postponement and Adjournment
|
122
|
|
||
|
Section 13.8
|
Waiver of Notice; Approval of Meeting
|
122
|
|
||
|
Section 13.9
|
Quorum and Voting
|
123
|
|
||
|
Section 13.10
|
Conduct of a Meeting
|
123
|
|
||
|
Section 13.11
|
Action Without a Meeting
|
123
|
|
||
|
Section 13.12
|
Right to Vote and Related Matters
|
124
|
|
||
|
|
|
|
|
|
|
Article XIV
|
|
|
||||
|
|
MERGER, CONSOLIDATION OR CONVERSION
|
125
|
|
||
|
|
|
|
|
|
|
|
Section 14.1
|
Authority
|
125
|
|
||
|
Section 14.2
|
Procedure for Merger, Consolidation or Conversion
|
125
|
|
||
|
Section 14.3
|
Approval by Limited Partners
|
127
|
|
||
|
Section 14.4
|
Certificate of Merger or Certificate of Conversion
|
128
|
|
||
|
Section 14.5
|
Effect of Merger, Consolidation or Conversion
|
128
|
|
||
|
|
|
|
|
|
|
Article XV
|
|
|
||||
|
|
RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS
|
130
|
|
||
|
|
|
|
|
|
|
|
Section 15.1
|
Right to Acquire Limited Partner Interests
|
130
|
|
Article XVI
|
|
|
||||
|
|
GENERAL PROVISIONS
|
131
|
|
||
|
|
|
|
|
|
|
|
Section 16.1
|
Addresses and Notices; Written Communications
|
131
|
|
||
|
Section 16.2
|
Further Action
|
132
|
|
||
|
Section 16.3
|
Binding Effect
|
132
|
|
||
|
Section 16.4
|
Integration
|
132
|
|
||
|
Section 16.5
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Creditors
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132
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Section 16.6
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Waiver
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132
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Section 16.7
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Third-Party Beneficiaries
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132
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Section 16.8
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Counterparts
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132
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Section 16.9
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Applicable Law; Forum; Venue and Jurisdiction; Waiver of Trial by Jury
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133
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Section 16.10
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Invalidity of Provisions
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134
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Section 16.11
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Consent of Partners
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134
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Section 16.12
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Facsimile and Email Signatures
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134
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Exhibit A
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—
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Certificate Evidencing Common Units Representing Limited Partner Interests in MPLX LP
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Exhibit B
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—
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Restrictions on Transfer of Class B Units
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Exhibit C
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—
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Discounted Conversion Numbers
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Exhibit D
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—
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Restrictions on Transfer of Series A Preferred Units
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GENERAL PARTNER
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MPLX GP LLC
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By:
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/s/ Gary R. Heminger
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Name:
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Gary R. Heminger
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Title:
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Chief Executive Officer
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Dated:
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MPLX LP
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By:
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MPLX GP LLC
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By:
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By:
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Countersigned and Registered by:
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[ ]
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as Transfer Agent and Registrar
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By:
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Authorized Signature
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TEN COM — as tenants in common
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UNIF — GIFT TRANSFERS MIN ACT
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TEN ENT — as tenants by the entireties
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Custodian
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(Cust) (Minor)
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JT TEN — as joint tenants with right of survivorship and not as tenants in common
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under Uniform Gifts/Transfers to CD Minors Act (State)
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(Please print or typewrite name and address of assignee)
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(Please insert Social Security or other identifying number of assignee)
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Date:
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NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change.
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(Signature)
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(Signature)
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THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15
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Series of Class B Units
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9/30/2015 through 12/30/2015
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12/31/2015 through 3/30/2016
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3/31/2016 through 6/29/2016
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6/30/2016 through 9/29/2016
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9/30/2016 through 12/30/2016
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12/31/2016 through 3/30/2017
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3/31/2017 through 6/29/2017
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6/30/2017 and thereafter
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Class B-1 Units
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0.9571802
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0.9714535
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0.9857267
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1
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1
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1
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1
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1
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Class B-2 Units
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0.8987070
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0.9131775
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0.9276479
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0.9421183
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0.9565887
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0.9710592
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0.9855296
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1
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5.
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Any
terms
not
defined
herein
shall
hav
e
the same
meaning
as specified in
the
Ag
r
eement.
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Marathon Petroleum Company LP
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Marathon Pipe Line LLC
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By: MPC Investment LLC, its General Partner
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By:
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/s/ John Swearingen
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By:
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/s/ Craig O. Pierson
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Name:
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John Swearingen
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Name:
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Craig O. Pierson
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Title:
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Senior VP T&L
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Title:
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President
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Date:
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8/26/16
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Date:
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8/26/16
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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: October 31, 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: October 31, 2016
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/s/ Pamela K.M. Beall
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Pamela K.M. Beall
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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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October 31, 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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October 31, 2016
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/s/ Pamela K.M. Beall
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Pamela K.M. Beall
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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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