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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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27-0005456
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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200 E. Hardin Street, Findlay, Ohio
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45840
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(Address of principal executive offices)
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(Zip code)
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Large accelerated filer
|
x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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Item 2. Unregistered Sales of Equity Securities
|
|
ATM Program
|
A continuous offering, or at-the-market program, by which the Partnership may offer up to an aggregate of $1.2 billion of common units, in amounts, at prices and on terms to be determined by market conditions and other factors at the time of any offerings, as defined by the prospectus supplement filed with the SEC on August 4, 2016
|
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
|
FASB
|
Financial Accounting Standards Board
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GAAP
|
Accounting principles generally accepted in the United States of America
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Gal
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Gallon
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Gal/d
|
Gallons per day
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Initial Offering
|
Initial public offering on October 31, 2012
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LIBOR
|
London Interbank Offered Rate
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MarkWest Merger
|
On December 4, 2015, a wholly-owned subsidiary of the Partnership merged with MarkWest Energy Partners L.P.
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mbpd
|
Thousand barrels per day
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MMBtu
|
One million British thermal units, an energy measurement
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mmcf/d
|
One million cubic feet of natural gas per day
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Net operating margin (a non-GAAP financial measure)
|
Segment revenue, less segment purchased product costs, less realized derivative gain (loss)
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NGL
|
Natural gas liquids, such as ethane, propane, butanes and natural gasoline
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OTC
|
Over-the-Counter
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Predecessor
|
Collectively:
- HSM’s related assets, liabilities, and results of operations prior to the date of its acquisition, March 31, 2016, effective January 1, 2015.
- HST’s, WHC’s and MPLXT’s related assets, liabilities and results of operations prior to the dates of the acquisition, March 1, 2017, effective January 1, 2015 for HST and WHC and on April 1, 2016 for MPLXT.
|
Realized derivative gain/loss
|
The gain or loss recognized when a derivative matures or is settled
|
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
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Unrealized derivative gain/loss
|
The gain or loss recognized on a derivative due to changes in fair value prior to the instrument maturing or settling
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VIE
|
Variable interest entity
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WTI
|
West Texas Intermediate
|
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Three Months Ended
March 31, |
||||||
(In millions, except per unit data)
|
2017
|
|
2016
(1)
|
||||
Revenues and other income:
|
|
|
|
||||
Service revenue
|
$
|
260
|
|
|
$
|
229
|
|
Service revenue - related parties
|
255
|
|
|
177
|
|
||
Rental income
|
69
|
|
|
70
|
|
||
Rental income - related parties
|
67
|
|
|
38
|
|
||
Product sales
|
203
|
|
|
100
|
|
||
Product sales - related parties
|
2
|
|
|
3
|
|
||
Gain on sale of assets
|
1
|
|
|
—
|
|
||
Income from equity method investments
|
5
|
|
|
5
|
|
||
Other income
|
2
|
|
|
2
|
|
||
Other income - related parties
|
22
|
|
|
21
|
|
||
Total revenues and other income
|
886
|
|
|
645
|
|
||
Costs and expenses:
|
|
|
|
||||
Cost of revenues (excludes items below)
|
113
|
|
|
94
|
|
||
Purchased product costs
|
131
|
|
|
79
|
|
||
Rental cost of sales
|
12
|
|
|
14
|
|
||
Purchases - related parties
|
107
|
|
|
78
|
|
||
Depreciation and amortization
|
187
|
|
|
136
|
|
||
Impairment expense
|
—
|
|
|
129
|
|
||
General and administrative expenses
|
58
|
|
|
53
|
|
||
Other taxes
|
13
|
|
|
12
|
|
||
Total costs and expenses
|
621
|
|
|
595
|
|
||
Income from operations
|
265
|
|
|
50
|
|
||
Related party interest and other financial costs
|
—
|
|
|
1
|
|
||
Interest expense (net of amounts capitalized of $7 million and $7 million, respectively)
|
66
|
|
|
55
|
|
||
Other financial costs
|
12
|
|
|
12
|
|
||
Income (loss) before income taxes
|
187
|
|
|
(18
|
)
|
||
Benefit for income taxes
|
—
|
|
|
(4
|
)
|
||
Net income (loss)
|
187
|
|
|
(14
|
)
|
||
Less: Net income attributable to noncontrolling interests
|
1
|
|
|
—
|
|
||
Less: Net income attributable to Predecessor
|
36
|
|
|
46
|
|
||
Net income (loss) attributable to MPLX LP
|
150
|
|
|
(60
|
)
|
||
Less: Preferred unit distributions
|
16
|
|
|
—
|
|
||
Less: General partner’s interest in net income attributable to MPLX LP
|
62
|
|
|
39
|
|
||
Limited partners’ interest in net income (loss) attributable to MPLX LP
|
$
|
72
|
|
|
$
|
(99
|
)
|
Per Unit Data (See Note 6)
|
|
|
|
||||
Net income (loss) attributable to MPLX LP per limited partner unit:
|
|
|
|
||||
Common - basic
|
$
|
0.20
|
|
|
$
|
(0.33
|
)
|
Common - diluted
|
0.19
|
|
|
(0.33
|
)
|
||
Weighted average limited partner units outstanding:
|
|
|
|
||||
Common - basic
|
362
|
|
|
300
|
|
||
Common - diluted
|
367
|
|
|
300
|
|
||
Cash distributions declared per limited partner common unit
|
$
|
0.5400
|
|
|
$
|
0.5050
|
|
(1)
|
Financial information has been retrospectively adjusted for the acquisition of HST and WHC from MPC. See Notes
1
and
3
.
|
(In millions)
|
March 31,
2017 |
|
December 31, 2016
(1)
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
265
|
|
|
$
|
234
|
|
Receivables, net
|
255
|
|
|
299
|
|
||
Receivables - related parties
|
198
|
|
|
247
|
|
||
Inventories
|
62
|
|
|
55
|
|
||
Other current assets
|
31
|
|
|
33
|
|
||
Total current assets
|
811
|
|
|
868
|
|
||
Equity method investments
|
3,306
|
|
|
2,471
|
|
||
Property, plant and equipment, net
|
11,411
|
|
|
11,408
|
|
||
Intangibles, net
|
482
|
|
|
492
|
|
||
Goodwill
|
2,245
|
|
|
2,245
|
|
||
Long-term receivables - related parties
|
13
|
|
|
11
|
|
||
Other noncurrent assets
|
17
|
|
|
14
|
|
||
Total assets
|
$
|
18,285
|
|
|
$
|
17,509
|
|
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
121
|
|
|
$
|
140
|
|
Accrued liabilities
|
194
|
|
|
232
|
|
||
Payables - related parties
|
91
|
|
|
87
|
|
||
Deferred revenue
|
3
|
|
|
2
|
|
||
Deferred revenue - related parties
|
38
|
|
|
38
|
|
||
Accrued property, plant and equipment
|
138
|
|
|
146
|
|
||
Accrued taxes
|
31
|
|
|
38
|
|
||
Accrued interest payable
|
70
|
|
|
53
|
|
||
Other current liabilities
|
26
|
|
|
27
|
|
||
Total current liabilities
|
712
|
|
|
763
|
|
||
Long-term deferred revenue
|
19
|
|
|
12
|
|
||
Long-term deferred revenue - related parties
|
26
|
|
|
19
|
|
||
Long-term debt
|
6,654
|
|
|
4,422
|
|
||
Deferred income taxes
|
6
|
|
|
6
|
|
||
Deferred credits and other liabilities
|
168
|
|
|
177
|
|
||
Total liabilities
|
7,585
|
|
|
5,399
|
|
||
Commitments and contingencies (see Note 17)
|
|
|
|
||||
Redeemable preferred units
|
1,000
|
|
|
1,000
|
|
||
Equity
|
|
|
|
||||
Common unitholders - public (275 million and 271 million units issued and outstanding)
|
8,147
|
|
|
8,086
|
|
||
Class B unitholders (4 million and 4 million units issued and outstanding)
|
133
|
|
|
133
|
|
||
Common unitholder - MPC (90 million and 86 million units issued and outstanding)
|
1,184
|
|
|
1,069
|
|
||
Common unitholder - GP (9 million and 0 units issued and outstanding)
|
350
|
|
|
—
|
|
||
General partner - MPC (8 million and 7 million units issued and outstanding)
|
(257
|
)
|
|
1,013
|
|
||
Equity of Predecessor
|
—
|
|
|
791
|
|
||
Total MPLX LP partners’ capital
|
9,557
|
|
|
11,092
|
|
||
Noncontrolling interest
|
143
|
|
|
18
|
|
||
Total equity
|
9,700
|
|
|
11,110
|
|
||
Total liabilities, preferred units and equity
|
$
|
18,285
|
|
|
$
|
17,509
|
|
(1)
|
Financial information has been retrospectively adjusted for the acquisition of HST, WHC and MPLXT from MPC. See Notes
1
and
3
.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2017
|
|
2016
(1)
|
||||
Increase (decrease) in cash and cash equivalents
|
|
|
|
||||
Operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
187
|
|
|
$
|
(14
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Amortization of deferred financing costs
|
12
|
|
|
11
|
|
||
Depreciation and amortization
|
187
|
|
|
136
|
|
||
Impairment expense
|
—
|
|
|
129
|
|
||
Deferred income taxes
|
—
|
|
|
(4
|
)
|
||
Asset retirement expenditures
|
(1
|
)
|
|
—
|
|
||
Gain on disposal of assets
|
(1
|
)
|
|
—
|
|
||
Income from equity method investments
|
(5
|
)
|
|
(5
|
)
|
||
Distributions from unconsolidated affiliates
|
33
|
|
|
38
|
|
||
Changes in:
|
|
|
|
||||
Current receivables
|
44
|
|
|
(5
|
)
|
||
Inventories
|
—
|
|
|
1
|
|
||
Change in fair value of derivatives
|
(18
|
)
|
|
12
|
|
||
Current accounts payable and accrued liabilities
|
(59
|
)
|
|
(18
|
)
|
||
Receivables from / liabilities to related parties
|
(18
|
)
|
|
23
|
|
||
All other, net
|
16
|
|
|
17
|
|
||
Net cash provided by operating activities
|
377
|
|
|
321
|
|
||
Investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(280
|
)
|
|
(304
|
)
|
||
Acquisitions, net of cash acquired
|
(220
|
)
|
|
—
|
|
||
Disposal of assets
|
(1
|
)
|
|
—
|
|
||
Investments - loans from (to) related parties
|
80
|
|
|
64
|
|
||
Investments in unconsolidated affiliates
|
(554
|
)
|
|
(29
|
)
|
||
Distributions from unconsolidated affiliates - return of capital
|
20
|
|
|
—
|
|
||
All other, net
|
2
|
|
|
3
|
|
||
Net cash used in investing activities
|
(953
|
)
|
|
(266
|
)
|
||
Financing activities:
|
|
|
|
||||
Long-term debt - borrowings
|
2,241
|
|
|
306
|
|
||
- repayments
|
(1
|
)
|
|
(857
|
)
|
||
Related party debt - borrowings
|
12
|
|
|
1,437
|
|
||
- repayments
|
(12
|
)
|
|
(1,007
|
)
|
||
Debt issuance costs
|
(21
|
)
|
|
—
|
|
||
Net proceeds from equity offerings
|
151
|
|
|
321
|
|
||
Distribution to MPC for acquisition
|
(1,511
|
)
|
|
—
|
|
||
Distributions to preferred unitholders
|
(16
|
)
|
|
—
|
|
||
Distributions to unitholders and general partner
|
(242
|
)
|
|
(190
|
)
|
||
Distributions to noncontrolling interests
|
(2
|
)
|
|
(1
|
)
|
||
Contributions from noncontrolling interests
|
126
|
|
|
2
|
|
||
All other, net
|
(5
|
)
|
|
(1
|
)
|
||
Distributions to MPC from Predecessor
|
(113
|
)
|
|
(104
|
)
|
||
Net cash provided by (used in) financing activities
|
607
|
|
|
(94
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
31
|
|
|
(39
|
)
|
||
Cash and cash equivalents at beginning of period
|
234
|
|
|
43
|
|
||
Cash and cash equivalents at end of period
|
$
|
265
|
|
|
$
|
4
|
|
(1)
|
Financial information has been retrospectively adjusted for the acquisition of HST and WHC from MPC. See Notes
1
and
3
.
|
|
Partnership
|
|
|
|
|
|
|
||||||||||||||||||||||||
(In millions)
|
Common
Unitholders
Public
|
|
Class B Unitholders Public
|
|
Common
Unitholder
MPC
|
|
Common Unitholder GP
|
|
General Partner
MPC
|
|
Non-controlling
Interests
|
|
Equity of Predecessor
(1)
|
|
Total
|
||||||||||||||||
Balance at December 31, 2015
|
$
|
7,691
|
|
|
$
|
266
|
|
|
$
|
465
|
|
|
$
|
—
|
|
|
$
|
819
|
|
|
$
|
13
|
|
|
$
|
692
|
|
|
$
|
9,946
|
|
Distributions to MPC from Predecessor
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(104
|
)
|
|
(104
|
)
|
||||||||
Issuance of units under ATM Program
|
315
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
321
|
|
||||||||
Net (loss) income
|
(80
|
)
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
39
|
|
|
—
|
|
|
46
|
|
|
(14
|
)
|
||||||||
Allocation of MPC's net investment at acquisition
|
—
|
|
|
—
|
|
|
669
|
|
|
—
|
|
|
(337
|
)
|
|
—
|
|
|
(332
|
)
|
|
—
|
|
||||||||
Distributions to unitholders and general partner
|
(120
|
)
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
(190
|
)
|
||||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||||
Contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Equity-based compensation
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||||
Deferred income tax impact from changes in equity
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||||
Balance at March 31, 2016
|
$
|
7,805
|
|
|
$
|
266
|
|
|
$
|
1,086
|
|
|
$
|
—
|
|
|
$
|
484
|
|
|
$
|
14
|
|
|
$
|
302
|
|
|
$
|
9,957
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2016
|
$
|
8,086
|
|
|
$
|
133
|
|
|
$
|
1,069
|
|
|
$
|
—
|
|
|
$
|
1,013
|
|
|
$
|
18
|
|
|
$
|
791
|
|
|
$
|
11,110
|
|
Distributions to MPC from Predecessor
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
|
(113
|
)
|
||||||||
Issuance of units under ATM Program
|
148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
151
|
|
||||||||
Net income
|
55
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
62
|
|
|
1
|
|
|
36
|
|
|
171
|
|
||||||||
Contribution from MPC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
12
|
|
||||||||
Allocation of MPC's net investment at acquisition
|
—
|
|
|
—
|
|
|
573
|
|
|
350
|
|
|
(197
|
)
|
|
—
|
|
|
(726
|
)
|
|
—
|
|
||||||||
Distribution to MPC for acquisition
|
—
|
|
|
—
|
|
|
(430
|
)
|
|
—
|
|
|
(1,081
|
)
|
|
—
|
|
|
—
|
|
|
(1,511
|
)
|
||||||||
Distributions to unitholders and general partner
|
(140
|
)
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
—
|
|
|
(242
|
)
|
||||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||||
Contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|
—
|
|
|
126
|
|
||||||||
Equity-based compensation
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||||
Other
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||||
Balance at March 31, 2017
|
$
|
8,147
|
|
|
$
|
133
|
|
|
$
|
1,184
|
|
|
$
|
350
|
|
|
$
|
(257
|
)
|
|
$
|
143
|
|
|
$
|
—
|
|
|
$
|
9,700
|
|
(1)
|
Financial information has been retrospectively adjusted for the acquisition of HST, WHC and MPLXT from MPC. See Notes
1
and
3
.
|
|
Three Months Ended March 31, 2016
|
||||||||||||||
(In millions, except per unit data)
|
MPLX LP (Previously Reported)
|
|
HST/WHC
|
|
Eliminations
(1)
|
|
MPLX LP (Currently Reported)
|
||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
||||||||
Service revenue
|
$
|
229
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
229
|
|
Service revenue to related parties
|
150
|
|
|
27
|
|
|
—
|
|
|
177
|
|
||||
Rental income
|
70
|
|
|
—
|
|
|
—
|
|
|
70
|
|
||||
Rental income to related parties
|
26
|
|
|
12
|
|
|
—
|
|
|
38
|
|
||||
Product sales
|
100
|
|
|
—
|
|
|
—
|
|
|
100
|
|
||||
Product sales to related parties
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Income from equity method investments
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Other income
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Other income - related parties
|
24
|
|
|
—
|
|
|
(3
|
)
|
|
21
|
|
||||
Total revenues and other income
|
609
|
|
|
39
|
|
|
(3
|
)
|
|
645
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenues (excludes items below)
|
89
|
|
|
5
|
|
|
—
|
|
|
94
|
|
||||
Purchased product costs
|
79
|
|
|
—
|
|
|
—
|
|
|
79
|
|
||||
Rental cost of sales
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||
Purchases from related parties
|
76
|
|
|
5
|
|
|
(3
|
)
|
|
78
|
|
||||
Depreciation and amortization
|
132
|
|
|
4
|
|
|
—
|
|
|
136
|
|
||||
Impairment expense
|
129
|
|
|
—
|
|
|
—
|
|
|
129
|
|
||||
General and administrative expenses
|
52
|
|
|
1
|
|
|
—
|
|
|
53
|
|
||||
Other taxes
|
11
|
|
|
1
|
|
|
—
|
|
|
12
|
|
||||
Total costs and expenses
|
582
|
|
|
16
|
|
|
(3
|
)
|
|
595
|
|
||||
Income from operations
|
27
|
|
|
23
|
|
|
—
|
|
|
50
|
|
||||
Related party interest and other financial income
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Interest expense (net of amounts capitalized)
|
55
|
|
|
—
|
|
|
—
|
|
|
55
|
|
||||
Other financial costs
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
(Loss) income before income taxes
|
(41
|
)
|
|
23
|
|
|
—
|
|
|
(18
|
)
|
||||
Benefit for income taxes
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||
Net (loss) income
|
(37
|
)
|
|
23
|
|
|
—
|
|
|
(14
|
)
|
||||
Net income attributable to Predecessor
|
23
|
|
|
23
|
|
|
—
|
|
|
46
|
|
||||
Net loss attributable to MPLX LP
|
(60
|
)
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
||||
Less: General partner’s interest in net income attributable to MPLX LP
|
39
|
|
|
—
|
|
|
—
|
|
|
39
|
|
||||
Limited partners’ interest in net loss attributable to MPLX LP
|
$
|
(99
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(99
|
)
|
(1)
|
Represents intercompany transactions eliminated during the consolidation process, in accordance with GAAP.
|
|
December 31, 2016
|
||||||||||||||||||
(In millions)
|
MPLX LP (Previously Reported)
|
|
HST/WHC
|
|
MPLXT
|
|
Eliminations
(1)
|
|
MPLX LP (Currently Reported)
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
234
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
234
|
|
Receivables, net
|
297
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
299
|
|
|||||
Receivables from related parties
|
122
|
|
|
91
|
|
|
38
|
|
|
(4
|
)
|
|
247
|
|
|||||
Inventories
|
54
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|||||
Other current assets
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|||||
Total current assets
|
740
|
|
|
93
|
|
|
39
|
|
|
(4
|
)
|
|
868
|
|
|||||
Equity method investments
|
2,467
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
2,471
|
|
|||||
Property, plant and equipment, net
|
10,730
|
|
|
265
|
|
|
413
|
|
|
—
|
|
|
11,408
|
|
|||||
Intangibles, net
|
492
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
492
|
|
|||||
Goodwill
|
2,199
|
|
|
25
|
|
|
21
|
|
|
—
|
|
|
2,245
|
|
|||||
Long-term receivables from related parties
|
4
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
11
|
|
|||||
Other noncurrent assets
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
Total assets
|
$
|
16,646
|
|
|
$
|
383
|
|
|
$
|
484
|
|
|
$
|
(4
|
)
|
|
$
|
17,509
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
123
|
|
|
$
|
5
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
140
|
|
Accrued liabilities
|
228
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
232
|
|
|||||
Payables to related parties
|
75
|
|
|
4
|
|
|
12
|
|
|
(4
|
)
|
|
87
|
|
|||||
Deferred revenue
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Deferred revenue - related parties
|
34
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|||||
Accrued property, plant and equipment
|
132
|
|
|
9
|
|
|
5
|
|
|
—
|
|
|
146
|
|
|||||
Accrued taxes
|
33
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
38
|
|
|||||
Accrued interest payable
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|||||
Other current liabilities
|
24
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
27
|
|
|||||
Total current liabilities
|
704
|
|
|
29
|
|
|
34
|
|
|
(4
|
)
|
|
763
|
|
|||||
Long-term deferred revenue
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Long-term deferred revenue - related parties
|
15
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
19
|
|
|||||
Long-term debt
|
4,422
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,422
|
|
|||||
Deferred income taxes
|
5
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
6
|
|
|||||
Deferred credits and other liabilities
|
169
|
|
|
2
|
|
|
6
|
|
|
—
|
|
|
177
|
|
|||||
Total liabilities
|
5,327
|
|
|
31
|
|
|
45
|
|
|
(4
|
)
|
|
5,399
|
|
|||||
Redeemable preferred units
|
1,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|||||
Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Common unitholders - public
|
8,086
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,086
|
|
|||||
Class B unitholders
|
133
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
133
|
|
|||||
Common unitholder - MPC
|
1,069
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,069
|
|
|||||
General partner - MPC
|
1,013
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,013
|
|
|||||
Equity of Predecessor
|
—
|
|
|
352
|
|
|
439
|
|
|
—
|
|
|
791
|
|
|||||
Total MPLX LP partners’ capital
|
10,301
|
|
|
352
|
|
|
439
|
|
|
—
|
|
|
11,092
|
|
|||||
Noncontrolling interest
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||
Total equity
|
10,319
|
|
|
352
|
|
|
439
|
|
|
—
|
|
|
11,110
|
|
|||||
Total liabilities and equity
|
$
|
16,646
|
|
|
$
|
383
|
|
|
$
|
484
|
|
|
$
|
(4
|
)
|
|
$
|
17,509
|
|
(1)
|
Represents intercompany transactions eliminated during the consolidation process, in accordance with GAAP.
|
(In millions)
|
One Month Ended
March 31, 2017
|
||
Revenues and other income
|
$
|
7
|
|
Income from operations
|
2
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||
(In millions)
|
MarkWest Utica EMG
|
|
Other VIEs
|
|
Non-VIEs
|
|
Total
|
||||||||
Revenue and other income
|
$
|
50
|
|
|
$
|
8
|
|
|
$
|
45
|
|
|
$
|
103
|
|
Costs and expenses
|
25
|
|
|
8
|
|
|
33
|
|
|
66
|
|
||||
Income from operations
|
25
|
|
|
—
|
|
|
12
|
|
|
37
|
|
||||
Net income
|
25
|
|
|
—
|
|
|
8
|
|
|
33
|
|
||||
Income (loss) from equity method investments
(1)
|
4
|
|
|
(1
|
)
|
|
2
|
|
|
5
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||
(In millions)
|
MarkWest Utica EMG
|
|
Other VIEs
|
|
Non-VIEs
|
|
Total
|
||||||||
Revenue and other income
|
$
|
61
|
|
|
$
|
5
|
|
|
$
|
29
|
|
|
$
|
95
|
|
Costs and expenses
|
22
|
|
|
4
|
|
|
20
|
|
|
46
|
|
||||
Income from operations
|
39
|
|
|
1
|
|
|
9
|
|
|
49
|
|
||||
Net income
|
38
|
|
|
1
|
|
|
9
|
|
|
48
|
|
||||
Income from equity method investments
(1)
|
4
|
|
|
—
|
|
|
1
|
|
|
5
|
|
(1)
|
Income (loss) from equity method investments
includes the impact of any basis differential amortization or accretion.
|
|
March 31, 2017
|
||||||||||||||
(In millions)
|
MarkWest Utica EMG
(1)
|
|
Other VIEs
|
|
Non-VIEs
|
|
Total
|
||||||||
Current assets
|
$
|
63
|
|
|
$
|
48
|
|
|
$
|
34
|
|
|
$
|
145
|
|
Noncurrent assets
|
2,145
|
|
|
832
|
|
|
379
|
|
|
3,356
|
|
||||
Current liabilities
|
29
|
|
|
96
|
|
|
20
|
|
|
145
|
|
||||
Noncurrent liabilities
|
2
|
|
|
10
|
|
|
—
|
|
|
12
|
|
|
December 31, 2016
|
||||||||||||||
(In millions)
|
MarkWest Utica EMG
(1)
|
|
Other VIEs
|
|
Non-VIEs
|
|
Total
|
||||||||
Current assets
|
$
|
45
|
|
|
$
|
2
|
|
|
$
|
40
|
|
|
$
|
87
|
|
Noncurrent assets
|
2,173
|
|
|
132
|
|
|
390
|
|
|
2,695
|
|
||||
Current liabilities
|
30
|
|
|
4
|
|
|
26
|
|
|
60
|
|
||||
Noncurrent liabilities
|
2
|
|
|
13
|
|
|
—
|
|
|
15
|
|
(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
$792 million
and
$794 million
as of
March 31, 2017
and
December 31, 2016
, respectively.
|
•
|
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 as of
March 31, 2017
. Centennial owns a products pipeline and storage facility.
|
•
|
Muskegon Pipeline LLC (“Muskegon”), in which MPC has a
60 percent
interest as of
March 31, 2017
. Muskegon owns a common carrier products pipeline.
|
•
|
MarkWest Utica EMG, in which MPLX LP has a
56 percent
interest as of
March 31, 2017
. MarkWest Utica EMG is engaged in significant natural gas processing and NGL fractionation, transportation and marketing in the State of Ohio.
|
•
|
Ohio Gathering, in which MPLX LP has a
34 percent
indirect interest as of
March 31, 2017
. Ohio Gathering is a subsidiary of MarkWest Utica EMG providing natural gas gathering service in the Utica Shale region of eastern Ohio.
|
•
|
Sherwood Midstream, in which MPLX LP has a
50 percent
interest as of March 31, 2017. Sherwood Midstream supports the development of Antero Resources Corporation’s extensive Marcellus Shale acreage in the prolific rich-gas corridor of West Virginia.
|
•
|
Sherwood Midstream Holdings, in which MPLX LP has a
90 percent
direct and indirect interest at March 31, 2017. Sherwood Midstream Holdings owns certain infrastructure at the Sherwood Complex that is shared by and supports the operation of both the Sherwood Midstream and MarkWest gas processing plants and deethanization facilities.
|
•
|
MarEn Bakken, in which MPLX LP has a
25 percent
interest at March 31, 2017. MarEn Bakken owns a
36.75 percent
interest in the Bakken Pipeline system.
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Service revenues
|
|
|
|
||||
MPC
|
$
|
255
|
|
|
$
|
177
|
|
Rental income
|
|
|
|
||||
MPC
|
$
|
67
|
|
|
$
|
38
|
|
Product sales
(1)
|
|
|
|
||||
MPC
|
$
|
2
|
|
|
$
|
3
|
|
(1)
|
For the
three
months ended
March 31, 2017
and
2016
, there were
$57 million
and
$5 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 March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
MPC
|
$
|
11
|
|
|
$
|
14
|
|
MarkWest Utica EMG
|
4
|
|
|
2
|
|
||
Ohio Gathering
|
4
|
|
|
4
|
|
||
Other
|
3
|
|
|
1
|
|
||
Total
|
$
|
22
|
|
|
$
|
21
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Purchases - related parties
|
$
|
15
|
|
|
$
|
7
|
|
General and administrative expenses
|
8
|
|
|
10
|
|
||
Total
|
$
|
23
|
|
|
$
|
17
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
MPC
|
$
|
10
|
|
|
$
|
10
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Purchases - related parties
|
$
|
92
|
|
|
$
|
71
|
|
General and administrative expenses
|
25
|
|
|
21
|
|
||
Total
|
$
|
117
|
|
|
$
|
92
|
|
(In millions)
|
March 31, 2017
|
|
December 31, 2016
|
||||
MPC
|
$
|
177
|
|
|
$
|
242
|
|
Sherwood Midstream
|
14
|
|
|
—
|
|
||
Jefferson Gas Gathering
|
2
|
|
|
—
|
|
||
MarkWest Utica EMG
|
—
|
|
|
2
|
|
||
Ohio Gathering
|
3
|
|
|
2
|
|
||
Other
|
2
|
|
|
1
|
|
||
Total
|
$
|
198
|
|
|
$
|
247
|
|
(In millions)
|
March 31, 2017
|
|
December 31, 2016
|
||||
MPC
|
$
|
13
|
|
|
$
|
11
|
|
(In millions)
|
March 31, 2017
|
|
December 31, 2016
|
||||
MPC
|
$
|
59
|
|
|
$
|
63
|
|
MarkWest Utica EMG
|
29
|
|
|
24
|
|
||
Sherwood Midstream
|
3
|
|
|
—
|
|
||
Total
|
$
|
91
|
|
|
$
|
87
|
|
(In millions)
|
March 31, 2017
|
|
December 31, 2016
|
||||
Minimum volume deficiencies - MPC
|
$
|
50
|
|
|
$
|
48
|
|
Project reimbursements - MPC
|
14
|
|
|
9
|
|
||
Total
|
$
|
64
|
|
|
$
|
57
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Net income (loss) attributable to MPLX LP
|
$
|
150
|
|
|
$
|
(60
|
)
|
Less: Limited partners’ distributions declared
on Preferred units
(1)
|
16
|
|
|
—
|
|
||
General partner’s distributions declared (including IDRs)
(1)
|
65
|
|
|
44
|
|
||
Limited partners’ distributions declared on common units
(1)
|
198
|
|
|
156
|
|
||
Undistributed net loss attributable to MPLX LP
|
$
|
(129
|
)
|
|
$
|
(260
|
)
|
(1)
|
See Note
7
for distribution information.
|
|
Three Months Ended March 31, 2017
|
||||||||||||||
(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)
|
$
|
65
|
|
|
$
|
198
|
|
|
$
|
16
|
|
|
$
|
279
|
|
Undistributed net loss attributable to MPLX LP
|
(3
|
)
|
|
(126
|
)
|
|
—
|
|
|
(129
|
)
|
||||
Net income attributable to MPLX LP
(1)
|
$
|
62
|
|
|
$
|
72
|
|
|
$
|
16
|
|
|
$
|
150
|
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
7
|
|
|
362
|
|
|
31
|
|
|
400
|
|
||||
Diluted
|
7
|
|
|
367
|
|
|
31
|
|
|
405
|
|
||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
$
|
0.20
|
|
|
|
|
|
||||||
Diluted
|
|
|
$
|
0.19
|
|
|
|
|
|
|
Three Months Ended March 31, 2016
|
||||||||||
(In millions, except per unit data)
|
General
Partner
|
|
Limited
Partners’
Common
Units
|
|
Total
|
||||||
Basic and diluted net income attributable to MPLX LP per unit:
|
|
|
|
|
|
||||||
Net income (loss) attributable to MPLX LP:
|
|
|
|
|
|
||||||
Distributions declared (including IDRs)
|
$
|
44
|
|
|
$
|
156
|
|
|
$
|
200
|
|
Undistributed net loss attributable to MPLX LP
|
(5
|
)
|
|
(255
|
)
|
|
(260
|
)
|
|||
Net income (loss) attributable to MPLX LP
(1)
|
$
|
39
|
|
|
$
|
(99
|
)
|
|
$
|
(60
|
)
|
Weighted average units outstanding:
|
|
|
|
|
|
||||||
Basic
|
7
|
|
|
300
|
|
|
307
|
|
|||
Diluted
|
7
|
|
|
300
|
|
|
307
|
|
|||
Net loss attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
||||||
Basic
|
|
|
$
|
(0.33
|
)
|
|
|
||||
Diluted
|
|
|
$
|
(0.33
|
)
|
|
|
(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
|
|
General Partner
|
|
Total
|
||||
Balance at December 31, 2016
|
357,193,288
|
|
|
3,990,878
|
|
|
7,371,105
|
|
|
368,555,271
|
|
Unit-based compensation awards
(1)
|
99,463
|
|
|
—
|
|
|
2,030
|
|
|
101,493
|
|
Issuance of units under the ATM Program
(2)
|
4,151,258
|
|
|
—
|
|
|
84,720
|
|
|
4,235,978
|
|
Contribution of HST/WHC/MPLXT
(3)
|
12,960,376
|
|
|
—
|
|
|
264,497
|
|
|
13,224,873
|
|
Balance at March 31, 2017
|
374,404,385
|
|
|
3,990,878
|
|
|
7,722,352
|
|
|
386,117,615
|
|
(1)
|
As a result of the unit-based compensation awards issued during the period, MPLX GP contributed less than
$1 million
in exchange for
2,030
general partner units to maintain its
two percent
GP Interest.
|
(2)
|
As a result of common units issued under the ATM Program during the period, MPLX GP contributed
$3 million
in exchange for
84,720
general partner units to maintain its
two percent
GP Interest.
|
(3)
|
See Note
3
for information regarding the HST, WHC and MPLXT acquisition.
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Net income (loss) attributable to MPLX LP
|
$
|
150
|
|
|
$
|
(60
|
)
|
Less: Preferred unit distributions
|
16
|
|
|
—
|
|
||
General partner's incentive distribution rights and other
|
61
|
|
|
41
|
|
||
Net income (loss) attributable to MPLX LP available to general and limited partners
|
$
|
73
|
|
|
$
|
(101
|
)
|
|
|
|
|
||||
General partner's two percent GP Interest in net income (loss) attributable to MPLX LP
|
$
|
1
|
|
|
$
|
(2
|
)
|
General partner's incentive distribution rights and other
|
61
|
|
|
41
|
|
||
General partner's GP Interest in net income attributable to MPLX LP
|
$
|
62
|
|
|
$
|
39
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
General partner's distributions:
|
|
|
|
||||
General partner's distributions on general partner units
|
$
|
5
|
|
|
$
|
4
|
|
General partner's distributions on incentive distribution rights
|
60
|
|
|
40
|
|
||
Total distribution on general partner units and incentive distribution rights
|
$
|
65
|
|
|
$
|
44
|
|
Limited partners' distributions:
|
|
|
|
||||
Common unitholders, includes common units of general partner
|
$
|
198
|
|
|
$
|
156
|
|
Subordinated unitholders
|
—
|
|
|
—
|
|
||
Total limited partners' distributions
|
198
|
|
|
156
|
|
||
Preferred unit distributions
|
16
|
|
|
—
|
|
||
Total cash distributions declared
|
$
|
279
|
|
|
$
|
200
|
|
(In millions)
|
Redeemable Preferred Units
|
||
Balance at December 31, 2016
|
$
|
1,000
|
|
Net income
|
16
|
|
|
Distributions received by Preferred unitholders
|
(16
|
)
|
|
Balance at March 31, 2017
|
$
|
1,000
|
|
•
|
L&S – transports, stores and distributes crude oil and refined petroleum products. Segment information for prior periods includes HST, WHC and MPLXT as they are entities under common control. Segment information for periods prior to the Ozark pipeline acquisition does not include amounts for these operations. See Note
3
for more detail of these acquisitions.
|
•
|
G&P – gathers, processes and transports natural gas; gathers, transports, fractionates, stores and markets NGLs.
|
|
Three Months Ended March 31, 2017
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Segment revenues
|
$
|
345
|
|
|
$
|
597
|
|
|
$
|
942
|
|
Segment other income
|
12
|
|
|
1
|
|
|
13
|
|
|||
Total segment revenues and other income
|
357
|
|
|
598
|
|
|
955
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Segment cost of revenues
|
148
|
|
|
253
|
|
|
401
|
|
|||
Segment operating income before portion attributable to noncontrolling interest and Predecessor
|
209
|
|
|
345
|
|
|
554
|
|
|||
Segment portion attributable to noncontrolling interest and Predecessor
|
53
|
|
|
36
|
|
|
89
|
|
|||
Segment operating income attributable to MPLX LP
|
$
|
156
|
|
|
$
|
309
|
|
|
$
|
465
|
|
|
Three Months Ended March 31, 2016
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Segment revenues
|
$
|
231
|
|
|
$
|
498
|
|
|
$
|
729
|
|
Segment other income
|
16
|
|
|
—
|
|
|
16
|
|
|||
Total segment revenues and other income
|
247
|
|
|
498
|
|
|
745
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Segment cost of revenues
|
97
|
|
|
200
|
|
|
297
|
|
|||
Segment operating income before portion attributable to noncontrolling interest and Predecessor
|
150
|
|
|
298
|
|
|
448
|
|
|||
Segment portion attributable to noncontrolling interest and Predecessor
|
62
|
|
|
41
|
|
|
103
|
|
|||
Segment operating income attributable to MPLX LP
|
$
|
88
|
|
|
$
|
257
|
|
|
$
|
345
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Reconciliation to Income from operations:
|
|
|
|
||||
L&S segment operating income attributable to MPLX LP
|
$
|
156
|
|
|
$
|
88
|
|
G&P segment operating income attributable to MPLX LP
|
309
|
|
|
257
|
|
||
Segment operating income attributable to MPLX LP
|
465
|
|
|
345
|
|
||
Segment portion attributable to unconsolidated affiliates
|
(40
|
)
|
|
(42
|
)
|
||
Segment portion attributable to Predecessor
|
53
|
|
|
62
|
|
||
Income from equity method investments
|
5
|
|
|
5
|
|
||
Other income - related parties
|
11
|
|
|
7
|
|
||
Unrealized derivative gains (losses)
(1)
|
16
|
|
|
(9
|
)
|
||
Depreciation and amortization
|
(187
|
)
|
|
(136
|
)
|
||
Impairment expense
|
—
|
|
|
(129
|
)
|
||
General and administrative expenses
|
(58
|
)
|
|
(53
|
)
|
||
Income from operations
|
$
|
265
|
|
|
$
|
50
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Reconciliation to Total revenues and other income:
|
|
|
|
||||
Total segment revenues and other income
|
$
|
955
|
|
|
$
|
745
|
|
Revenue adjustment from unconsolidated affiliates
|
(92
|
)
|
|
(104
|
)
|
||
Income from equity method investments
|
5
|
|
|
5
|
|
||
Other income - related parties
|
11
|
|
|
7
|
|
||
Unrealized derivative gains (losses)
(1)
|
7
|
|
|
(8
|
)
|
||
Total revenues and other income
|
$
|
886
|
|
|
$
|
645
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Reconciliation to Net income attributable to noncontrolling interests and Predecessor:
|
|
|
|
||||
Segment portion attributable to noncontrolling interest and Predecessor
|
$
|
89
|
|
|
$
|
103
|
|
Portion of noncontrolling interests and Predecessor related to items below segment income from operations
|
(36
|
)
|
|
(34
|
)
|
||
Portion of operating income attributable to noncontrolling interest of unconsolidated affiliates
|
(16
|
)
|
|
(23
|
)
|
||
Net income attributable to noncontrolling interests and Predecessor
|
$
|
37
|
|
|
$
|
46
|
|
(1)
|
The Partnership makes a distinction between realized or unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, we record changes in the fair value of the derivative as an unrealized gain or loss. When a derivative contract matures or is settled, we reverse the previously recorded unrealized gain or loss and record the realized gain or loss of the contract.
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
L&S segment capital expenditures
|
$
|
97
|
|
|
$
|
75
|
|
G&P segment capital expenditures
|
298
|
|
|
273
|
|
||
Total segment capital expenditures
|
395
|
|
|
348
|
|
||
Less: Capital expenditures for Partnership-operated, non-wholly-owned subsidiaries in G&P segment
|
115
|
|
|
44
|
|
||
Total capital expenditures
|
$
|
280
|
|
|
$
|
304
|
|
(In millions)
|
March 31, 2017
|
|
December 31, 2016
|
||||
Cash and cash equivalents
|
$
|
265
|
|
|
$
|
234
|
|
L&S
|
3,713
|
|
|
2,978
|
|
||
G&P
|
14,307
|
|
|
14,297
|
|
||
Total assets
|
$
|
18,285
|
|
|
$
|
17,509
|
|
(In millions)
|
March 31, 2017
|
|
December 31, 2016
|
||||
NGLs
|
$
|
1
|
|
|
$
|
2
|
|
Line fill
|
8
|
|
|
9
|
|
||
Spare parts, materials and supplies
|
53
|
|
|
44
|
|
||
Total inventories
|
$
|
62
|
|
|
$
|
55
|
|
(In millions)
|
March 31, 2017
|
|
December 31, 2016
|
||||
Natural gas gathering and NGL transportation pipelines and facilities
|
$
|
4,843
|
|
|
$
|
4,748
|
|
Processing, fractionation and storage facilities
|
3,654
|
|
|
3,467
|
|
||
Pipelines and related assets
|
2,005
|
|
|
1,799
|
|
||
Barges and towing vessels
|
528
|
|
|
479
|
|
||
Terminals and related assets
|
889
|
|
|
839
|
|
||
Land, building, office equipment and other
|
711
|
|
|
757
|
|
||
Construction-in-progress
|
780
|
|
|
1,013
|
|
||
Total
|
13,410
|
|
|
13,102
|
|
||
Less accumulated depreciation
|
1,999
|
|
|
1,694
|
|
||
Property, plant and equipment, net
|
$
|
11,411
|
|
|
$
|
11,408
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
(In millions)
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Significant other observable inputs (Level 2)
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Significant unobservable inputs (Level 3)
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
(6
|
)
|
||||
Embedded derivatives in commodity contracts
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
(54
|
)
|
||||
Total carrying value in Consolidated Balance Sheets
|
$
|
1
|
|
|
$
|
(45
|
)
|
|
$
|
—
|
|
|
$
|
(60
|
)
|
Level 3 Instrument
|
|
Balance Sheet Classification
|
|
Unobservable Inputs
|
|
Value Range
|
|
Time Period
|
Commodity contracts
|
|
Assets
|
|
Forward ethane prices (per gallon)
(1)
|
|
$0.24 - $0.28
|
|
Apr. 17 - Dec. 17
|
|
|
|
|
Forward isobutane prices (per gallon)
(1)
|
|
$0.71 - $0.81
|
|
Apr. 17 - Dec. 18
|
|
|
|
|
Forward normal butane prices (per gallon)
(1)
|
|
$0.64 - $0.77
|
|
Apr. 17 - Dec. 18
|
Commodity contracts
|
|
Liabilities
|
|
Forward propane prices (per gallon)
(1)
|
|
$0.56 - $0.64
|
|
Apr. 17 - Dec. 18
|
|
|
|
|
Forward natural gasoline prices (per gallon)
(1)
|
|
$1.08 - $1.16
|
|
Apr. 17 - Dec. 18
|
|
|
|
|
|
|
|
|
|
Embedded derivatives in commodity contracts
|
|
Liabilities
|
|
Forward propane prices (per gallon)
(1)
|
|
$0.53 - $0.64
|
|
Apr. 17 - Dec. 22
|
|
|
|
|
Forward isobutane prices (per gallon)
(1)
|
|
$0.68 - $0.81
|
|
Apr. 17 - Dec. 22
|
|
|
|
|
Forward normal butane prices (per gallon)
(1)
|
|
$0.64 - $0.77
|
|
Apr. 17 - Dec. 22
|
|
|
|
|
Forward natural gasoline prices (per gallon)
(1)
|
|
$1.04 - $1.16
|
|
Apr. 17 - Dec. 22
|
|
|
|
|
Forward natural gas prices (per mmbtu)
(2)
|
|
$2.22 - $3.35
|
|
Apr. 17 - Dec. 22
|
|
|
|
|
Probability of renewal
(3)
|
|
50.0%
|
|
|
|
|
|
|
Probability of renewal for second 5-yr term
(3)
|
|
75.0%
|
|
|
(1)
|
NGL prices used in the valuations are lower in the early years and increase over time.
|
(2)
|
Natural gas prices used in the valuations are higher in the early years and decrease over time.
|
(3)
|
The producer counterparty to the embedded derivative has the option to renew the gas purchase agreement and the related keep-whole processing agreement for
two
successive
five
-year terms after 2022. The embedded gas purchase agreement cannot be renewed without the renewal of the related keep-whole processing agreement. Due to the significant number of years until the renewal options are exercisable and the high level of uncertainty regarding the counterparty’s future business strategy, the future commodity price environment, and the future competitive environment for midstream services in the Southern Appalachian region, management determined that a
50 percent
probability of renewal for the first five-year
|
•
|
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; and
|
•
|
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 March 31, 2017
|
|
Three Months Ended March 31, 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
|
$
|
(6
|
)
|
|
$
|
(54
|
)
|
|
$
|
7
|
|
|
$
|
(32
|
)
|
Total gain (loss) (realized and unrealized) included in earnings
(1)
|
5
|
|
|
8
|
|
|
(1
|
)
|
|
(4
|
)
|
||||
Settlements
|
1
|
|
|
2
|
|
|
(6
|
)
|
|
2
|
|
||||
Fair value at end of period
|
$
|
—
|
|
|
$
|
(44
|
)
|
|
$
|
—
|
|
|
$
|
(34
|
)
|
The amount of total gains/(losses) for the period included in earnings attributable to the change in unrealized losses relating to liabilities still held at end of period
|
$
|
5
|
|
|
$
|
8
|
|
|
$
|
(2
|
)
|
|
$
|
(3
|
)
|
(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
Purchased product costs
.
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
(In millions)
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Long-term debt
|
$
|
7,290
|
|
|
$
|
6,675
|
|
|
$
|
4,953
|
|
|
$
|
4,422
|
|
SMR liability
|
107
|
|
|
95
|
|
|
108
|
|
|
96
|
|
Derivative contracts not designated as hedging instruments
|
|
Financial Position
|
|
Notional Quantity (net)
|
|
Crude Oil (bbl)
|
|
Short
|
|
51,900
|
|
Natural Gas (MMBtu)
|
|
Long
|
|
1,431,472
|
|
NGLs (gal)
|
|
Short
|
|
81,257,382
|
|
(In millions)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
Derivative contracts not designated as hedging instruments and their balance sheet location
|
|
Asset
|
|
Liability
|
|
Asset
|
|
Liability
|
||||||||
Commodity contracts
(1)
|
|
|
|
|
|
|
|
|
||||||||
Other current assets / other current liabilities
|
|
$
|
1
|
|
|
$
|
(7
|
)
|
|
$
|
—
|
|
|
$
|
(13
|
)
|
Other noncurrent assets / deferred credits and other liabilities
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(47
|
)
|
||||
Total
|
|
$
|
1
|
|
|
$
|
(45
|
)
|
|
$
|
—
|
|
|
$
|
(60
|
)
|
(1)
|
Includes embedded derivatives in commodity contracts as discussed above.
|
|
March 31, 2017
|
||||||||||||||||||||||
|
Assets
|
|
Liabilities
|
||||||||||||||||||||
(In millions)
|
Gross Amount
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amount of Assets in the Consolidated Balance Sheets
|
|
Gross Amount
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amount of Liabilities in the Consolidated Balance Sheets
|
||||||||||||
Current
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
|
$
|
2
|
|
|
$
|
(1
|
)
|
|
$
|
1
|
|
|
$
|
(2
|
)
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
Embedded derivatives in commodity contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
||||||
Total current derivative instruments
|
2
|
|
|
(1
|
)
|
|
1
|
|
|
(8
|
)
|
|
1
|
|
|
(7
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-current
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Embedded derivatives in commodity contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(38
|
)
|
||||||
Total non-current derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(38
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total derivative instruments
|
$
|
2
|
|
|
$
|
(1
|
)
|
|
$
|
1
|
|
|
$
|
(46
|
)
|
|
$
|
1
|
|
|
$
|
(45
|
)
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Product sales
|
|
|
|
||||
Realized (loss) gain
|
$
|
(1
|
)
|
|
$
|
7
|
|
Unrealized gain (loss)
|
7
|
|
|
(8
|
)
|
||
Total revenue: derivative gain (loss) from product sales
|
6
|
|
|
(1
|
)
|
||
Purchased product costs
|
|
|
|
||||
Realized loss
|
(2
|
)
|
|
(1
|
)
|
||
Unrealized gain (loss)
|
9
|
|
|
(1
|
)
|
||
Total purchased product costs: derivative gain (loss) from product purchases
|
7
|
|
|
(2
|
)
|
||
Cost of Revenues
|
|
|
|
||||
Realized loss
|
—
|
|
|
(1
|
)
|
||
Total cost of revenues: derivative loss from cost of revenues
|
—
|
|
|
(1
|
)
|
||
Total derivative gains (losses)
|
$
|
13
|
|
|
$
|
(4
|
)
|
(In millions)
|
March 31, 2017
|
|
December 31, 2016
|
||||
MPLX LP:
|
|
|
|
||||
Bank revolving credit facility due 2020
|
$
|
—
|
|
|
$
|
—
|
|
Term loan facility due 2019
|
250
|
|
|
250
|
|
||
5.500% senior notes due February 2023
|
710
|
|
|
710
|
|
||
4.500% senior notes due July 2023
|
989
|
|
|
989
|
|
||
4.875% senior notes due December 2024
|
1,149
|
|
|
1,149
|
|
||
4.000% senior notes due February 2025
|
500
|
|
|
500
|
|
||
4.875% senior notes due June 2025
|
1,189
|
|
|
1,189
|
|
||
4.125% senior notes due March 2027
|
1,250
|
|
|
—
|
|
||
5.200% senior notes due March 2047
|
1,000
|
|
|
—
|
|
||
Consolidated subsidiaries:
|
|
|
|
||||
MarkWest - 4.500% - 5.500% senior notes, due 2023 - 2025
|
63
|
|
|
63
|
|
||
MPL - capital lease obligations due 2020
|
8
|
|
|
8
|
|
||
Total
|
7,108
|
|
|
4,858
|
|
||
Unamortized debt issuance costs
|
(28
|
)
|
|
(7
|
)
|
||
Unamortized discount
|
(425
|
)
|
|
(428
|
)
|
||
Amounts due within one year
|
(1
|
)
|
|
(1
|
)
|
||
Total long-term debt due after one year
|
$
|
6,654
|
|
|
$
|
4,422
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Net cash provided by operating activities included:
|
|
|
|
||||
Interest paid (net of amounts capitalized)
|
$
|
49
|
|
|
$
|
53
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Net transfers of property, plant and equipment from materials and supplies inventories
|
$
|
6
|
|
|
$
|
(4
|
)
|
Contribution of fixed assets to joint venture
(1)
|
328
|
|
|
—
|
|
(1)
|
Contribution of assets to Sherwood Midstream and Sherwood Midstream Holdings. See Note
4
.
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Increase (decrease) in capital accruals
|
$
|
2
|
|
|
$
|
(23
|
)
|
|
Number
of Units |
|
Weighted
Average Fair Value |
|||
Outstanding at December 31, 2016
|
1,173,411
|
|
|
$
|
33.09
|
|
Granted
|
150,600
|
|
|
37.91
|
|
|
Settled
|
(158,814
|
)
|
|
33.62
|
|
|
Forfeited
|
(18,055
|
)
|
|
33.04
|
|
|
Outstanding at March 31, 2017
|
1,147,142
|
|
|
33.65
|
|
•
|
L&S segment operating income attributable to MPLX LP increased approximately
$68 million
, or
77 percent
, for the three months ended
March 31, 2017
compared to the same period of
2016
due to our acquisition of HSM as of March 31, 2016. See further discussion below concerning this acquisition, and Note
3
of the Notes to Consolidated Financial Statements. The first quarter of 2017 as compared to the same period in
2016
also benefited from income generated from the Cornerstone Pipeline, which became fully operational during the fourth quarter of 2016.
|
•
|
G&P segment operating income attributable to MPLX LP increased approximately
$52 million
, or
20 percent
, for the three months ended
March 31, 2017
compared to the same period of
2016
. The G&P segment realized volume and product price increases during the first quarter of 2017 primarily due to expansions in the Southwest, growth at the Sherwood, Majorsville, and Keystone plants, and the commencement of operations of a third fractionation train at the Hopedale complex. Compared to the first quarter of 2016, processing volumes were up approximately
nine percent
, fractionated volumes were up approximately
14 percent
, offset by gathering volumes that were down approximately
five percent
. To support additional demand, we began construction of a second 200 million cubic feet per day gas processing plant adjacent to our existing Hidalgo plant with expected completion in early 2018. Additionally, there were lower transportation costs and other operating expenses.
|
•
|
Net income for the three months ended
March 31, 2017
was
$187 million
,
first
-quarter DCF, a non-GAAP measure, was
$338 million
and
first
-quarter 2017 distributions were
$0.5400
per common unit, which represents a
seven percent
increase over the
first
-quarter 2016 distributions.
|
•
|
On March 1, 2017, we acquired certain pipeline, storage and terminal assets from MPC for $1.5 billion in cash and the issuance of $503 million in MPLX LP equity. The assets consist of 174 miles of crude oil pipelines and 430 miles of refined products pipelines, nine butane and propane storage caverns located in Michigan with approximately 1.8 million barrels of natural gas liquids storage capacity, 59 terminals for the receipt, storage, blending, additization, handling and redelivery of refined petroleum products, along with one leased terminal and partial ownership interest in two terminals. Collectively, the 62 terminals have a combined total shell capacity of approximately 23.6 million barrels. The terminal facilities are located primarily in the Midwest, Gulf Coast and Southeast regions of the United States. The stable, fee-based earnings from these assets add both scale and diversification to the Partnership’s portfolio of high-quality midstream assets.
|
•
|
On March 1, 2017, we purchased the 433-mile, 22-inch Ozark crude oil pipeline for $220 million. The pipeline is capable of transporting approximately 230 mbpd and expands the footprint of our logistics and storage segment by connecting Cushing, Oklahoma-sourced volumes to our extensive Midwest pipeline network. An expansion project to increase the line's capacity to approximately 345 mbpd is expected to be completed in the second quarter of 2018.
|
•
|
On February 15, 2017, we acquired a 9.1875 percent indirect equity interest in the Dakota Access Pipeline and Energy Transfer Crude Oil Company Pipeline projects, collectively referred to as the Bakken Pipeline system, for $500 million. The Bakken Pipeline system is currently expected to deliver in excess of 470 mbpd of crude oil from the Bakken/Three Forks production area in North Dakota to the Midwest through Patoka, Illinois and ultimately to the Gulf Coast.
|
•
|
On February 6, 2017, we formed a strategic joint venture with Antero Midstream to process natural gas at the Sherwood Complex and fractionate natural gas liquids at the Hopedale Complex. This unique transaction strengthens our long-term relationship with the largest producer in the Appalachian Basin and provides the Partnership with substantial future growth opportunities. As part of this agreement, Antero Midstream has released to the joint venture the dedication of approximately 195,000 gross operated acres located in Tyler, Wetzel and Ritchie counties of West Virginia. We contributed cash of $20 million, along with $343 million of assets, comprised of real property, equipment and facilities, including three 200 mmcf/d gas processing plants under construction at the Sherwood Complex. Antero Midstream contributed cash of $154 million. The joint venture commenced operations of the first new facility during the first quarter of 2017, and expects to commence operations of the second, third and fourth new facilities during the third quarter of 2017, first quarter of 2018 and late 2018, respectively. In addition to the four new processing facilities, the joint venture contemplates the development of up to another seven processing facilities to support Antero Resources Corporation, which would be located at both the Sherwood Complex and a new location in West Virginia. At the Hopedale Complex, the largest fractionation facility in the Marcellus and Utica shales, the joint venture will also support the growth of Antero Resources Corporation’s NGL production by investing in 20 mbpd of existing fractionation capacity, with options to invest in future fractionation expansions.
|
•
|
On February 10, 2017, we completed a public offering of $2.25 billion aggregate principal amount senior notes.
|
•
|
During the
first
quarter 2017, we issued an aggregate of
4,151,258
commons units under our ATM Program, generating net proceeds of approximately
$148 million
.
|
|
Three Months Ended March 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
Variance
|
||||||
Total revenues and other income
|
$
|
886
|
|
|
$
|
645
|
|
|
$
|
241
|
|
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenues (excludes items below)
|
113
|
|
|
94
|
|
|
19
|
|
|||
Purchased product costs
|
131
|
|
|
79
|
|
|
52
|
|
|||
Rental cost of sales
|
12
|
|
|
14
|
|
|
(2
|
)
|
|||
Purchases - related parties
|
107
|
|
|
78
|
|
|
29
|
|
|||
Depreciation and amortization
|
187
|
|
|
136
|
|
|
51
|
|
|||
Impairment expense
|
—
|
|
|
129
|
|
|
(129
|
)
|
|||
General and administrative expenses
|
58
|
|
|
53
|
|
|
5
|
|
|||
Other taxes
|
13
|
|
|
12
|
|
|
1
|
|
|||
Total costs and expenses
|
621
|
|
|
595
|
|
|
26
|
|
|||
Income from operations
|
265
|
|
|
50
|
|
|
215
|
|
|||
Related party interest and other financial costs
|
—
|
|
|
1
|
|
|
(1
|
)
|
|||
Interest expense (net of amounts capitalized of $7 million and $7 million, respectively)
|
66
|
|
|
55
|
|
|
11
|
|
|||
Other financial costs
|
12
|
|
|
12
|
|
|
—
|
|
|||
Income (loss) before income taxes
|
187
|
|
|
(18
|
)
|
|
205
|
|
|||
Benefit for income taxes
|
—
|
|
|
(4
|
)
|
|
4
|
|
|||
Net income (loss)
|
187
|
|
|
(14
|
)
|
|
201
|
|
|||
Less: Net income attributable to noncontrolling interests
|
1
|
|
|
—
|
|
|
1
|
|
|||
Less: Net income attributable to Predecessor
|
36
|
|
|
46
|
|
|
(10
|
)
|
|||
Net income (loss) attributable to MPLX LP
|
$
|
150
|
|
|
$
|
(60
|
)
|
|
$
|
210
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA attributable to MPLX LP
(1)
|
$
|
423
|
|
|
$
|
302
|
|
|
$
|
121
|
|
DCF
(1)
|
$
|
354
|
|
|
$
|
236
|
|
|
$
|
118
|
|
DCF attributable to GP and LP unitholders
(1)
|
$
|
338
|
|
|
$
|
236
|
|
|
$
|
102
|
|
(1)
|
Non-GAAP financial measure. See the following tables for reconciliations to the most directly comparable GAAP measures.
|
|
Three Months Ended March 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
Variance
|
||||||
Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income (Loss):
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
187
|
|
|
$
|
(14
|
)
|
|
$
|
201
|
|
Depreciation and amortization
|
187
|
|
|
136
|
|
|
51
|
|
|||
Benefit for income taxes
|
—
|
|
|
(4
|
)
|
|
4
|
|
|||
Amortization of deferred financing costs
|
12
|
|
|
11
|
|
|
1
|
|
|||
Non-cash equity-based compensation
|
3
|
|
|
2
|
|
|
1
|
|
|||
Impairment expense
|
—
|
|
|
129
|
|
|
(129
|
)
|
|||
Net interest and other financial costs
|
66
|
|
|
57
|
|
|
9
|
|
|||
Income from equity method investments
|
(5
|
)
|
|
(5
|
)
|
|
—
|
|
|||
Distributions from unconsolidated subsidiaries
|
33
|
|
|
38
|
|
|
(5
|
)
|
|||
Unrealized derivative (gains) losses
(1)
|
(16
|
)
|
|
9
|
|
|
(25
|
)
|
|||
Acquisition costs
|
4
|
|
|
1
|
|
|
3
|
|
|||
Adjusted EBITDA
|
471
|
|
|
360
|
|
|
111
|
|
|||
Adjusted EBITDA attributable to noncontrolling interests
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Adjusted EBITDA attributable to Predecessor
(2)
|
(47
|
)
|
|
(57
|
)
|
|
10
|
|
|||
Adjusted EBITDA attributable to MPLX LP
|
423
|
|
|
302
|
|
|
121
|
|
|||
Deferred revenue impacts
|
8
|
|
|
3
|
|
|
5
|
|
|||
Net interest and other financial costs
|
(66
|
)
|
|
(57
|
)
|
|
(9
|
)
|
|||
Maintenance capital expenditures
|
(12
|
)
|
|
(13
|
)
|
|
1
|
|
|||
Other
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Portion of DCF adjustments attributable to Predecessor
(2)
|
2
|
|
|
1
|
|
|
1
|
|
|||
DCF
|
354
|
|
|
236
|
|
|
118
|
|
|||
Preferred unit distributions
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|||
DCF attributable to GP and LP unitholders
|
$
|
338
|
|
|
$
|
236
|
|
|
$
|
102
|
|
|
Three Months Ended March 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
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
|
$
|
377
|
|
|
$
|
321
|
|
|
$
|
56
|
|
Changes in working capital items
|
51
|
|
|
(13
|
)
|
|
64
|
|
|||
All other, net
|
(16
|
)
|
|
(17
|
)
|
|
1
|
|
|||
Non-cash equity-based compensation
|
3
|
|
|
2
|
|
|
1
|
|
|||
Net gain on disposal of assets
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Net interest and other financial costs
|
66
|
|
|
57
|
|
|
9
|
|
|||
Asset retirement expenditures
|
1
|
|
|
—
|
|
|
1
|
|
|||
Unrealized derivative (gains) losses
(1)
|
(16
|
)
|
|
9
|
|
|
(25
|
)
|
|||
Acquisition costs
|
4
|
|
|
1
|
|
|
3
|
|
|||
Other
|
2
|
|
|
—
|
|
|
2
|
|
|||
Adjusted EBITDA
|
471
|
|
|
360
|
|
|
111
|
|
|||
Adjusted EBITDA attributable to noncontrolling interests
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Adjusted EBITDA attributable to Predecessor
(2)
|
(47
|
)
|
|
(57
|
)
|
|
10
|
|
|||
Adjusted EBITDA attributable to MPLX LP
|
423
|
|
|
302
|
|
|
121
|
|
|||
Deferred revenue impacts
|
8
|
|
|
3
|
|
|
5
|
|
|||
Net interest and other financial costs
|
(66
|
)
|
|
(57
|
)
|
|
(9
|
)
|
|||
Maintenance capital expenditures
|
(12
|
)
|
|
(13
|
)
|
|
1
|
|
|||
Other
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Portion of DCF adjustments attributable to Predecessor
(2)
|
2
|
|
|
1
|
|
|
1
|
|
|||
DCF
|
354
|
|
|
236
|
|
|
118
|
|
|||
Preferred unit distributions
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|||
DCF attributable to GP and LP unitholders
|
$
|
338
|
|
|
$
|
236
|
|
|
$
|
102
|
|
(1)
|
The Partnership makes a distinction between realized or unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, we record changes in the fair value of the derivative as an unrealized gain or loss. When a derivative contract matures or is settled, we reverse the previously recorded unrealized gain or loss and record the realized gain or loss of the contract.
|
(2)
|
The Adjusted EBITDA and DCF adjustments related to the Predecessor are excluded from Adjusted EBITDA attributable to MPLX LP and DCF prior to the acquisition dates.
|
|
Three Months Ended March 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
Variance
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Segment revenue
|
$
|
345
|
|
|
$
|
231
|
|
|
$
|
114
|
|
Segment other income
|
12
|
|
|
16
|
|
|
(4
|
)
|
|||
Total segment revenues and other income
|
357
|
|
|
247
|
|
|
110
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Segment cost of revenues
|
148
|
|
|
97
|
|
|
51
|
|
|||
Segment operating income before portion attributable to noncontrolling interest and Predecessor
|
209
|
|
|
150
|
|
|
59
|
|
|||
Segment portion attributable to noncontrolling interest and Predecessor
|
53
|
|
|
62
|
|
|
(9
|
)
|
|||
Segment operating income attributable to MPLX LP
|
$
|
156
|
|
|
$
|
88
|
|
|
$
|
68
|
|
|
Three Months Ended March 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
Variance
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Segment revenue
|
$
|
597
|
|
|
$
|
498
|
|
|
$
|
99
|
|
Segment other income
|
1
|
|
|
—
|
|
|
1
|
|
|||
Total segment revenues and other income
|
598
|
|
|
498
|
|
|
100
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Segment cost of revenues
|
253
|
|
|
200
|
|
|
53
|
|
|||
Segment operating income before portion attributable to noncontrolling interest
|
345
|
|
|
298
|
|
|
47
|
|
|||
Segment portion attributable to noncontrolling interest
|
36
|
|
|
41
|
|
|
(5
|
)
|
|||
Segment operating income attributable to MPLX LP
|
$
|
309
|
|
|
$
|
257
|
|
|
$
|
52
|
|
|
Three Months Ended March 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
Variance
|
||||||
Reconciliation to Income from operations:
|
|
|
|
|
|
||||||
L&S segment operating income attributable to MPLX LP
|
$
|
156
|
|
|
$
|
88
|
|
|
$
|
68
|
|
G&P segment operating income attributable to MPLX LP
|
309
|
|
|
257
|
|
|
52
|
|
|||
Segment operating income attributable to MPLX LP
|
465
|
|
|
345
|
|
|
120
|
|
|||
Segment portion attributable to unconsolidated affiliates
|
(40
|
)
|
|
(42
|
)
|
|
2
|
|
|||
Segment portion attributable to Predecessor
|
53
|
|
|
62
|
|
|
(9
|
)
|
|||
Income from equity method investments
|
5
|
|
|
5
|
|
|
—
|
|
|||
Other income - related parties
|
11
|
|
|
7
|
|
|
4
|
|
|||
Unrealized derivative gains (losses)
(1)
|
16
|
|
|
(9
|
)
|
|
25
|
|
|||
Depreciation and amortization
|
(187
|
)
|
|
(136
|
)
|
|
(51
|
)
|
|||
Impairment expense
|
—
|
|
|
(129
|
)
|
|
129
|
|
|||
General and administrative expenses
|
(58
|
)
|
|
(53
|
)
|
|
(5
|
)
|
|||
Income from operations
|
$
|
265
|
|
|
$
|
50
|
|
|
$
|
215
|
|
|
Three Months Ended March 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
Variance
|
||||||
Reconciliation to Total revenues and other income:
|
|
|
|
|
|
||||||
Total segment revenues and other income
|
$
|
955
|
|
|
$
|
745
|
|
|
$
|
210
|
|
Revenue adjustment from unconsolidated affiliates
|
(92
|
)
|
|
(104
|
)
|
|
12
|
|
|||
Income from equity method investments
|
5
|
|
|
5
|
|
|
—
|
|
|||
Other income - related parties
|
11
|
|
|
7
|
|
|
4
|
|
|||
Unrealized derivative gains (losses)
(1)
|
7
|
|
|
(8
|
)
|
|
15
|
|
|||
Total revenues and other income
|
$
|
886
|
|
|
$
|
645
|
|
|
$
|
241
|
|
|
Three Months Ended March 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
Variance
|
||||||
Reconciliation to Net income attributable to noncontrolling interests and Predecessor
|
|
|
|
|
|
||||||
Segment portion attributable to noncontrolling interest and Predecessor
|
$
|
89
|
|
|
$
|
103
|
|
|
$
|
(14
|
)
|
Portion of noncontrolling interests and Predecessor related to items below segment income from operations
|
(36
|
)
|
|
(34
|
)
|
|
(2
|
)
|
|||
Portion of operating income attributable to noncontrolling interests of unconsolidated affiliates
|
(16
|
)
|
|
(23
|
)
|
|
7
|
|
|||
Net income attributable to noncontrolling interests and Predecessor
|
$
|
37
|
|
|
$
|
46
|
|
|
$
|
(9
|
)
|
(1)
|
The Partnership makes a distinction between realized or unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, we record changes in the fair value of the derivative as an unrealized gain or loss. When a derivative contract matures or is settled, we reverse the previously recorded unrealized gain or loss and record the realized gain or loss of the contract.
|
|
Fee-Based
|
|
Percent-of-Proceeds
(1)
|
|
Keep-Whole
(2)
|
|||
L&S
|
100
|
%
|
|
—
|
%
|
|
—
|
%
|
G&P
(3)
|
87
|
%
|
|
11
|
%
|
|
2
|
%
|
Total
|
92
|
%
|
|
7
|
%
|
|
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
March 31, |
||||||
(In millions)
|
2017
|
|
2016
|
||||
Reconciliation of net operating margin to income from operations:
|
|
|
|
||||
Segment revenue
|
$
|
942
|
|
|
$
|
729
|
|
Segment purchased product costs
|
(140
|
)
|
|
(78
|
)
|
||
Realized derivative loss related to purchased product costs
(1)
|
2
|
|
|
1
|
|
||
Net operating margin
|
804
|
|
|
652
|
|
||
Revenue adjustment from unconsolidated affiliates
(2)
|
(92
|
)
|
|
(104
|
)
|
||
Realized derivative loss related to purchased product costs
(1)
|
(2
|
)
|
|
(1
|
)
|
||
Unrealized derivative gains (losses)
(1)
|
16
|
|
|
(9
|
)
|
||
Income from equity method investments
|
5
|
|
|
5
|
|
||
Other income
|
2
|
|
|
2
|
|
||
Other income - related parties
|
22
|
|
|
21
|
|
||
Cost of revenues (excludes items below)
|
(113
|
)
|
|
(94
|
)
|
||
Rental cost of sales
|
(12
|
)
|
|
(14
|
)
|
||
Purchases - related parties
|
(107
|
)
|
|
(78
|
)
|
||
Depreciation and amortization
|
(187
|
)
|
|
(136
|
)
|
||
Impairment expense
|
—
|
|
|
(129
|
)
|
||
General and administrative expenses
|
(58
|
)
|
|
(53
|
)
|
||
Other taxes
|
(13
|
)
|
|
(12
|
)
|
||
Income from operations
|
$
|
265
|
|
|
$
|
50
|
|
(1)
|
The Partnership makes a distinction between realized or unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, we record changes in the fair value of the derivative as an unrealized gain or loss. When a derivative contract matures or is settled, we reverse the previously recorded unrealized gain or loss and record the realized gain or loss of the contract.
|
(2)
|
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
March 31, |
||||||
|
2017
|
|
2016
(9)
|
||||
L&S
|
|
|
|
||||
Pipeline throughput (mbpd)
|
|
|
|
||||
Crude oil pipelines
|
1,624
|
|
|
1,576
|
|
||
Product pipelines
|
951
|
|
|
989
|
|
||
Total pipelines
|
2,575
|
|
|
2,565
|
|
||
|
|
|
|
||||
Average tariff rates ($ per barrel)
(1)
|
|
|
|
||||
Crude oil pipelines
|
$
|
0.59
|
|
|
$
|
0.59
|
|
Product pipelines
|
0.76
|
|
|
0.66
|
|
||
Total pipelines
|
0.65
|
|
|
0.61
|
|
||
|
|
|
|
||||
Terminal throughput (mbpd)
|
59,793
|
|
|
—
|
|
||
|
|
|
|
||||
Marine Assets (number in operation)
(2)
|
|
|
|
||||
Barges
|
231
|
|
|
219
|
|
||
Towboats
|
18
|
|
|
18
|
|
||
|
|
|
|
||||
G&P
|
|
|
|
||||
Gathering Throughput (mmcf/d)
|
|
|
|
||||
Marcellus Operations
|
926
|
|
|
903
|
|
||
Utica Operations
(3)
|
914
|
|
|
990
|
|
||
Southwest Operations
(4)
|
1,344
|
|
|
1,452
|
|
||
Total gathering throughput
|
3,184
|
|
|
3,345
|
|
||
|
|
|
|
||||
Natural Gas Processed (mmcf/d)
|
|
|
|
||||
Marcellus Operations
|
3,532
|
|
|
3,152
|
|
||
Utica Operations
(3)
|
1,068
|
|
|
1,120
|
|
||
Southwest Operations
|
1,267
|
|
|
1,110
|
|
||
Southern Appalachian Operations
|
265
|
|
|
254
|
|
||
Total natural gas processed
|
6,132
|
|
|
5,636
|
|
||
|
|
|
|
||||
C2 + NGLs Fractionated (mbpd)
|
|
|
|
||||
Marcellus Operations
(5)
|
291
|
|
|
237
|
|
||
Utica Operations
(3)(5)
|
43
|
|
|
48
|
|
||
Southwest Operations
|
19
|
|
|
19
|
|
||
Southern Appalachian Operations
(6)
|
14
|
|
|
17
|
|
||
Total C2 + NGLs fractionated
(7)
|
367
|
|
|
321
|
|
||
|
|
|
|
||||
Pricing Information
|
|
|
|
||||
Natural Gas NYMEX HH ($ per MMBtu)
|
$
|
3.06
|
|
|
$
|
1.99
|
|
C2 + NGL Pricing ($ per gallon)
(8)
|
$
|
0.64
|
|
|
$
|
0.38
|
|
(1)
|
Average tariff rates calculated using pipeline transportation revenues divided by pipeline throughput barrels.
|
(2)
|
Represents total at end of period.
|
(3)
|
Utica is an unconsolidated equity method investment and is consolidated for segment purposes only.
|
(4)
|
Includes approximately
330
mmcf/d and
297
mmcf/d related to unconsolidated equity method investments, Wirth and MarkWest Pioneer, for the
three
months ended
March 31, 2017
and
2016
, respectively.
|
(5)
|
Hopedale is jointly owned by Ohio Fractionation and MarkWest Utica EMG. Ohio Fractionation is a subsidiary of MarkWest Liberty Midstream. MarkWest Liberty Midstream and MarkWest Utica EMG are entities that operate in the Marcellus and Utica regions, respectively. The Marcellus Operations includes its portion utilized of the jointly owned Hopedale Fractionation Complex. The Utica Operations includes Utica’s portion utilized of the jointly owned Hopedale Fractionation Complex.
|
(6)
|
Includes NGLs fractionated for the Marcellus and Utica Operations.
|
(7)
|
Purity ethane makes up approximately
153
mbpd and
106
mbpd of total fractionated products for the
three
months ended
March 31, 2017
and
2016
, respectively.
|
(8)
|
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.
|
(9)
|
Pipeline throughput and tariff rates as of March 31, 2016 have been retrospectively adjusted to reflect the acquisition of HST.
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
377
|
|
|
$
|
321
|
|
Investing activities
|
(953
|
)
|
|
(266
|
)
|
||
Financing activities
|
607
|
|
|
(94
|
)
|
||
Total
|
$
|
31
|
|
|
$
|
(39
|
)
|
(In millions)
|
March 31, 2017
|
|
December 31, 2016
|
||||
MPLX LP:
|
|
|
|
||||
Bank revolving credit facility due 2020
|
$
|
—
|
|
|
$
|
—
|
|
Term loan facility due 2019
|
250
|
|
|
250
|
|
||
5.500% senior notes due February 2023
|
710
|
|
|
710
|
|
||
4.500% senior notes due July 2023
|
989
|
|
|
989
|
|
||
4.875% senior notes due December 2024
|
1,149
|
|
|
1,149
|
|
||
4.000% senior notes due February 2025
|
500
|
|
|
500
|
|
||
4.875% senior notes due June 2025
|
1,189
|
|
|
1,189
|
|
||
4.125% senior notes due March 2027
|
1,250
|
|
|
—
|
|
||
5.200% senior notes due March 2047
|
1,000
|
|
|
—
|
|
||
Consolidated subsidiaries:
|
|
|
|
||||
MarkWest - 4.500% - 5.500%, due 2023 - 2025
|
63
|
|
|
63
|
|
||
MPL - capital lease obligations due 2020
|
8
|
|
|
8
|
|
||
Total
|
7,108
|
|
|
4,858
|
|
||
Unamortized debt issuance costs
|
(28
|
)
|
|
(7
|
)
|
||
Unamortized discount
|
(425
|
)
|
|
(428
|
)
|
||
Amounts due within one year
|
(1
|
)
|
|
(1
|
)
|
||
Total long-term debt due after one year
|
$
|
6,654
|
|
|
$
|
4,422
|
|
Rating Agency
|
|
Rating
|
Moody’s
|
|
Baa3 (stable outlook)
|
Standard & Poor’s
|
|
BBB- (stable outlook)
|
Fitch
|
|
BBB- (stable outlook)
|
|
March 31, 2017
|
||||||||||
(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
|
|
|
|
|
265
|
|
|||||
Total liquidity
|
|
|
|
|
$
|
2,762
|
|
(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, 2016
|
357,193,288
|
|
|
3,990,878
|
|
|
7,371,105
|
|
|
368,555,271
|
|
Unit-based compensation awards
|
99,463
|
|
|
—
|
|
|
2,030
|
|
|
101,493
|
|
Issuance of units under the ATM Program
|
4,151,258
|
|
|
—
|
|
|
84,720
|
|
|
4,235,978
|
|
Contribution of HSM
|
12,960,376
|
|
|
—
|
|
|
264,497
|
|
|
13,224,873
|
|
Balance at March 31, 2017
|
374,404,385
|
|
|
3,990,878
|
|
|
7,722,352
|
|
|
386,117,615
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Distribution declared:
|
|
|
|
||||
Limited partner units - public
|
$
|
149
|
|
|
$
|
127
|
|
Limited partner units - MPC
|
47
|
|
|
29
|
|
||
Limited partner units - GP
|
2
|
|
|
—
|
|
||
General partner units - MPC
|
5
|
|
|
4
|
|
||
Incentive distribution rights - MPC
|
60
|
|
|
40
|
|
||
Total GP & LP distribution declared
|
263
|
|
|
200
|
|
||
Redeemable preferred units
|
16
|
|
|
—
|
|
||
Total distribution declared
|
$
|
279
|
|
|
$
|
200
|
|
|
|
|
|
||||
Cash distributions declared per limited partner common unit
|
$
|
0.5400
|
|
|
$
|
0.5050
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Capital expenditures:
|
|
|
|
||||
Maintenance
|
$
|
12
|
|
|
$
|
11
|
|
Expansion
|
271
|
|
|
270
|
|
||
Total capital expenditures
|
283
|
|
|
281
|
|
||
Less: Increase (decrease) in capital accruals
|
2
|
|
|
(23
|
)
|
||
Asset retirement expenditures
|
1
|
|
|
—
|
|
||
Additions to property, plant and equipment
|
280
|
|
|
304
|
|
||
Capital expenditures of unconsolidated subsidiaries
(1)
|
124
|
|
|
44
|
|
||
Total gross capital expenditures
|
404
|
|
|
348
|
|
||
Less: Joint venture partner contributions
(2)
|
34
|
|
|
23
|
|
||
Total capital expenditures, net
|
370
|
|
|
325
|
|
||
Less: Maintenance capital
|
12
|
|
|
11
|
|
||
Total growth capital
|
$
|
358
|
|
|
$
|
314
|
|
(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) |
|||||
2017 (Apr - Dec)
|
|
189
|
|
|
$
|
54.25
|
|
|
$
|
139
|
|
Natural Gas Swaps
|
|
Volumes (MMBtu/d)
|
|
WAVG Price (Per MMBtu)
|
|
Fair Value (in thousands)
|
|||||
2017 (Apr - Dec)
|
|
1,831
|
|
|
$
|
3.03
|
|
|
$
|
38
|
|
2018
|
|
2,542
|
|
|
$
|
2.80
|
|
|
$
|
(48
|
)
|
Ethane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2017 (Apr - Dec)
|
|
54,600
|
|
|
$
|
0.27
|
|
|
$
|
91
|
|
Propane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2017 (Apr - Dec)
|
|
122,004
|
|
|
$
|
0.60
|
|
|
$
|
(397
|
)
|
2018
|
|
16,925
|
|
|
$
|
0.63
|
|
|
$
|
341
|
|
IsoButane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2017 (Apr - Dec)
|
|
10,638
|
|
|
$
|
0.81
|
|
|
$
|
94
|
|
2018
|
|
1,655
|
|
|
$
|
0.80
|
|
|
$
|
34
|
|
Normal Butane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2017 (Apr - Dec)
|
|
31,563
|
|
|
$
|
0.77
|
|
|
$
|
93
|
|
2018
|
|
4,595
|
|
|
$
|
0.75
|
|
|
$
|
111
|
|
Natural Gasoline Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price (Per Gal)
|
|
Fair Value (in thousands)
|
|||||
2017 (Apr - Dec)
|
|
41,816
|
|
|
$
|
1.13
|
|
|
$
|
(140
|
)
|
2018
|
|
3,089
|
|
|
$
|
1.17
|
|
|
$
|
97
|
|
(In millions)
|
Fair Value as of
March 31, 2017
(1)
|
|
Change in Fair Value
(2)
|
|
Change in Income Before Income Taxes for the Three Months Ended March 31, 2017
(3)
|
||||||
Long-term debt
|
|
|
|
|
|
||||||
Fixed-rate
|
$
|
7,040
|
|
|
$
|
579
|
|
|
N/A
|
|
|
Variable-rate
|
$
|
250
|
|
|
N/A
|
|
|
$
|
1
|
|
(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
March 31, 2017
.
|
(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
three
months ended
March 31, 2017
.
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
|
2.1*
|
|
Membership Interests Contributions Agreement, dated March 1, 2017, between MPLX LP, MPLX Logistics Holdings LLC, MPLX Holdings Inc., MPLX GP LLC and MPC Investment LLC
|
|
8-K
|
|
2.1
|
|
|
3/2/2017
|
|
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 31, 2016
|
|
10-Q
|
|
3.3
|
|
|
10/31/2016
|
|
001-35714
|
|
|
|
|
3.4
|
|
First Amendment to Third Amended and Restated Agreement of Limited Partnership of MPLX LP, dated as of February 23, 2017
|
|
10-K
|
|
3.4
|
|
|
2/24/2017
|
|
001-35714
|
|
|
|
|
10.1
|
|
Second Amended and Restated Employee Services Agreement, dated March 1, 2017, between Marathon Petroleum Logistics Services LLC, Marathon Pipe Line LLC and MPLX GP LLC
|
|
8-K
|
|
10.1
|
|
|
3/2/2017
|
|
001-35714
|
|
|
|
|
10.2
|
|
Transportation Services Agreement, dated January 1, 2015, between Hardin Street Transportation LLC and Marathon Petroleum Company LP
|
|
8-K
|
|
10.2
|
|
|
3/2/2017
|
|
001-35714
|
|
|
|
|
10.3
|
|
First Amendment to Transportation Services Agreement, dated December 1, 2016, between Hardin Street Transportation LLC and Marathon Petroleum Company LP
|
|
8-K
|
|
10.3
|
|
|
3/2/2017
|
|
001-35714
|
|
|
|
|
10.4
|
|
Second Amendment to Transportation Services Agreement, dated January 1, 2017, between Hardin Street Transportation LLC and Marathon Petroleum Company LP
|
|
8-K
|
|
10.4
|
|
|
3/2/2017
|
|
001-35714
|
|
|
|
|
10.5
|
|
Third Amendment to Transportation Services Agreement, dated January 1, 2017, between Hardin Street Transportation LLC and Marathon Petroleum Company LP
|
|
8-K
|
|
10.5
|
|
|
3/2/2017
|
|
001-35714
|
|
|
|
|
10.6
|
|
Third Amended and Restated Terminal Services Agreement, dated March 1, 2017, between MPLX Terminals LLC and Marathon Petroleum Company LP
|
|
8-K
|
|
10.6
|
|
|
3/2/2017
|
|
001-35714
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
|
10.7
|
|
Third Amended and Restated Employee Services Agreement, effective December 21, 2015, between MPLX Terminals LLC and Marathon Petroleum Logistics Services LLC
|
|
8-K
|
|
10.7
|
|
|
3/2/2017
|
|
001-35714
|
|
|
|
|
10.8
|
|
Form of MPLX LP Performance Unit Award Agreement
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
10.9
|
|
Form of MPLX LP Performance Unit Award Agreement - Marathon Petroleum Corporation Officer
|
|
|
|
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X
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31.1
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Certification of Chief Executive Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934
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X
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31.2
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Certification of Chief Financial Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934
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X
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32.1
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
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X
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32.2
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
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X
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101.INS
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XBRL Instance Document
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X
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101.SCH
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XBRL Taxonomy Extension Schema
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X
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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X
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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X
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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X
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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X
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MPLX LP
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By:
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MPLX GP LLC
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Its general partner
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Date: May 1, 2017
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By:
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/s/ Paula L. Rosson
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Senior Vice President and Chief Accounting Officer of MPLX GP LLC
(the general partner of MPLX LP)
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(i)
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January 1, 2017 through December 31, 2017
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(ii)
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January 1, 2018 through December 31, 2018
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(iii)
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January 1, 2019 through December 31, 2019
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(iv)
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January 1, 2017 through December 31, 2019
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TUR Performance Percentile
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TUR Period Percentage
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Ranked below 25
th
percentile
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0%
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Ranked at 25
th
percentile
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50%
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Ranked at 50
th
percentile
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100%
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Ranked at the 100
th
percentile
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200%
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MPLX GP LLC
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By:
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Authorized Officer
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(i)
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January 1, 2017 through December 31, 2017
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(ii)
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January 1, 2018 through December 31, 2018
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(iii)
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January 1, 2019 through December 31, 2019
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(iv)
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January 1, 2017 through December 31, 2019
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TUR Performance Percentile
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TUR Period Percentage
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Ranked below 25
th
percentile
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0%
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Ranked at 25
th
percentile
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50%
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Ranked at 50
th
percentile
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100%
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Ranked at the 100
th
percentile
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200%
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MPLX GP LLC
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By:
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Authorized Officer
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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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5/1/2017
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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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5/1/2017
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/s/ Pamela K.M. Beall
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Pamela K.M. Beall
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Director, 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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May 1, 2017
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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)
|
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)
|
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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May 1, 2017
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/s/ Pamela K.M. Beall
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Pamela K.M. Beall
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Director, Executive Vice President and Chief Financial Officer of MPLX GP LLC
(the general partner of MPLX LP)
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