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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
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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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ATM Program
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A continuous offering, or at-the-market program, by which the Partnership may offer common units in amounts, at prices and on terms to be determined by market conditions and other factors at the time of any offerings
|
Bbl
|
Barrels
|
Bcf/d
|
One billion cubic feet of natural gas per day
|
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
|
Gal
|
Gallon
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Gal/d
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Gallons per day
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IDR
|
Incentive distribution right
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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
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One million British thermal units, an energy measurement
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MMcf/d
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One million cubic feet of natural gas per day
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Net operating margin (a non-GAAP financial measure)
|
Segment revenues, less segment purchased product costs, less realized derivative gains (losses) related to purchased product costs
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NGL
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Natural gas liquids, such as ethane, propane, butanes and natural gasoline
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NYSE
|
New York Stock Exchange
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OTC
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Over-the-Counter
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Partnership Agreement
|
Third Amended and Restated Agreement of Limited Partnership of MPLX LP, dated as of October 31, 2016, as amended
|
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 date of the acquisition, March 1, 2017, effective January 1, 2015 for HST and WHC and April 1, 2016 for MPLXT.
|
Realized derivative gain/loss
|
The gain or loss recognized when a derivative matures or is settled
|
SEC
|
United States Securities and Exchange Commission
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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
|
VIE
|
Variable interest entity
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WTI
|
West Texas Intermediate
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions, except per unit data)
|
2017
|
|
2016
(1)
|
|
2017
|
|
2016
(1)
|
||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
||||||||
Service revenue
|
$
|
299
|
|
|
$
|
250
|
|
|
$
|
845
|
|
|
$
|
712
|
|
Service revenue - related parties
|
276
|
|
|
253
|
|
|
801
|
|
|
676
|
|
||||
Rental income
|
69
|
|
|
77
|
|
|
208
|
|
|
218
|
|
||||
Rental income - related parties
|
70
|
|
|
68
|
|
|
207
|
|
|
172
|
|
||||
Product sales
|
217
|
|
|
157
|
|
|
611
|
|
|
394
|
|
||||
Product sales - related parties
|
2
|
|
|
2
|
|
|
6
|
|
|
8
|
|
||||
Gain on sale of assets
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||
Income (loss) from equity method investments
|
23
|
|
|
6
|
|
|
29
|
|
|
(72
|
)
|
||||
Other income
|
2
|
|
|
2
|
|
|
5
|
|
|
5
|
|
||||
Other income - related parties
|
22
|
|
|
22
|
|
|
69
|
|
|
67
|
|
||||
Total revenues and other income
|
980
|
|
|
838
|
|
|
2,782
|
|
|
2,181
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenues (excludes items below)
|
129
|
|
|
122
|
|
|
381
|
|
|
329
|
|
||||
Purchased product costs
|
170
|
|
|
117
|
|
|
441
|
|
|
310
|
|
||||
Rental cost of sales
|
19
|
|
|
13
|
|
|
44
|
|
|
42
|
|
||||
Rental cost of sales - related parties
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Purchases - related parties
|
114
|
|
|
109
|
|
|
330
|
|
|
286
|
|
||||
Depreciation and amortization
|
164
|
|
|
151
|
|
|
515
|
|
|
438
|
|
||||
Impairment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
||||
General and administrative expenses
|
59
|
|
|
56
|
|
|
174
|
|
|
172
|
|
||||
Other taxes
|
14
|
|
|
12
|
|
|
40
|
|
|
37
|
|
||||
Total costs and expenses
|
669
|
|
|
580
|
|
|
1,926
|
|
|
1,745
|
|
||||
Income from operations
|
311
|
|
|
258
|
|
|
856
|
|
|
436
|
|
||||
Related party interest and other financial costs
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Interest expense (net of amounts capitalized of $6 million, $7 million, $24 million and $21 million, respectively)
|
77
|
|
|
51
|
|
|
217
|
|
|
158
|
|
||||
Other financial costs
|
15
|
|
|
13
|
|
|
40
|
|
|
37
|
|
||||
Income before income taxes
|
218
|
|
|
194
|
|
|
598
|
|
|
240
|
|
||||
Provision (benefit) for income taxes
|
1
|
|
|
—
|
|
|
3
|
|
|
(12
|
)
|
||||
Net income
|
217
|
|
|
194
|
|
|
595
|
|
|
252
|
|
||||
Less: Net income attributable to noncontrolling interests
|
1
|
|
|
2
|
|
|
3
|
|
|
3
|
|
||||
Less: Net income attributable to Predecessor
|
—
|
|
|
51
|
|
|
36
|
|
|
149
|
|
||||
Net income attributable to MPLX LP
|
216
|
|
|
141
|
|
|
556
|
|
|
100
|
|
||||
Less: Preferred unit distributions
|
16
|
|
|
16
|
|
|
49
|
|
|
25
|
|
||||
Less: General partner’s interest in net income attributable to MPLX LP
|
86
|
|
|
51
|
|
|
222
|
|
|
136
|
|
||||
Limited partners’ interest in net income (loss) attributable to MPLX LP
|
$
|
114
|
|
|
$
|
74
|
|
|
$
|
285
|
|
|
$
|
(61
|
)
|
Per Unit Data (See Note 6)
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Common - basic
|
$
|
0.29
|
|
|
$
|
0.22
|
|
|
$
|
0.75
|
|
|
$
|
(0.19
|
)
|
Common - diluted
|
0.29
|
|
|
0.21
|
|
|
0.75
|
|
|
(0.19
|
)
|
||||
Weighted average limited partner units outstanding:
|
|
|
|
|
|
|
|
||||||||
Common - basic
|
394
|
|
|
341
|
|
|
378
|
|
|
324
|
|
||||
Common - diluted
|
395
|
|
|
346
|
|
|
381
|
|
|
324
|
|
||||
Cash distributions declared per limited partner common unit
|
$
|
0.5875
|
|
|
$
|
0.5150
|
|
|
$
|
1.6900
|
|
|
$
|
1.5300
|
|
(1)
|
Financial information has been retrospectively adjusted for the acquisition of HST, WHC and MPLXT from MPC. See Notes
1
and
3
.
|
(In millions)
|
September 30, 2017
|
|
December 31, 2016
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3
|
|
|
$
|
234
|
|
Receivables, net
|
320
|
|
|
299
|
|
||
Receivables - related parties
|
152
|
|
|
247
|
|
||
Inventories
|
64
|
|
|
55
|
|
||
Other current assets
|
32
|
|
|
33
|
|
||
Total current assets
|
571
|
|
|
868
|
|
||
Equity method investments
|
3,997
|
|
|
2,471
|
|
||
Property, plant and equipment, net
|
11,922
|
|
|
11,408
|
|
||
Intangibles, net
|
463
|
|
|
492
|
|
||
Goodwill
|
2,245
|
|
|
2,245
|
|
||
Long-term receivables - related parties
|
18
|
|
|
11
|
|
||
Other noncurrent assets
|
22
|
|
|
14
|
|
||
Total assets
|
$
|
19,238
|
|
|
$
|
17,509
|
|
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
152
|
|
|
$
|
140
|
|
Accrued liabilities
|
202
|
|
|
232
|
|
||
Payables - related parties
|
317
|
|
|
87
|
|
||
Deferred revenue
|
3
|
|
|
2
|
|
||
Deferred revenue - related parties
|
42
|
|
|
38
|
|
||
Accrued property, plant and equipment
|
183
|
|
|
146
|
|
||
Accrued taxes
|
44
|
|
|
38
|
|
||
Accrued interest payable
|
64
|
|
|
53
|
|
||
Other current liabilities
|
41
|
|
|
27
|
|
||
Total current liabilities
|
1,048
|
|
|
763
|
|
||
Long-term deferred revenue
|
34
|
|
|
12
|
|
||
Long-term deferred revenue - related parties
|
40
|
|
|
19
|
|
||
Long-term debt
|
6,848
|
|
|
4,422
|
|
||
Deferred income taxes
|
7
|
|
|
6
|
|
||
Deferred credits and other liabilities
|
175
|
|
|
177
|
|
||
Total liabilities
|
8,152
|
|
|
5,399
|
|
||
Commitments and contingencies (see Note 17)
|
|
|
|
||||
Redeemable preferred units
|
1,000
|
|
|
1,000
|
|
||
Equity
|
|
|
|
||||
Common unitholders - public (289 million and 271 million units issued and outstanding)
|
8,457
|
|
|
8,086
|
|
||
Class B unitholders (0 million and 4 million units issued and outstanding)
|
—
|
|
|
133
|
|
||
Common unitholder - MPC (95 million and 86 million units issued and outstanding)
|
1,302
|
|
|
1,069
|
|
||
Common unitholder - GP (23 million and 0 units issued and outstanding)
|
822
|
|
|
—
|
|
||
General partner - MPC (8 million and 7 million units issued and outstanding)
|
(626
|
)
|
|
1,013
|
|
||
Equity of Predecessor
|
—
|
|
|
791
|
|
||
Accumulated other comprehensive loss
|
(14
|
)
|
|
—
|
|
||
Total MPLX LP partners’ capital
|
9,941
|
|
|
11,092
|
|
||
Noncontrolling interests
|
145
|
|
|
18
|
|
||
Total equity
|
10,086
|
|
|
11,110
|
|
||
Total liabilities, preferred units and equity
|
$
|
19,238
|
|
|
$
|
17,509
|
|
|
Nine Months Ended
September 30, |
||||||
(In millions)
|
2017
|
|
2016
(1)
|
||||
(Decrease) increase in cash and cash equivalents
|
|
|
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
595
|
|
|
$
|
252
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Amortization of deferred financing costs
|
38
|
|
|
34
|
|
||
Depreciation and amortization
|
515
|
|
|
438
|
|
||
Impairment expense
|
—
|
|
|
130
|
|
||
Deferred income taxes
|
2
|
|
|
(16
|
)
|
||
Asset retirement expenditures
|
(2
|
)
|
|
(4
|
)
|
||
Gain on disposal of assets
|
(1
|
)
|
|
(1
|
)
|
||
(Income) loss from equity method investments
|
(29
|
)
|
|
72
|
|
||
Distributions from unconsolidated affiliates
|
136
|
|
|
111
|
|
||
Changes in:
|
|
|
|
||||
Current receivables
|
(20
|
)
|
|
(43
|
)
|
||
Inventories
|
(3
|
)
|
|
(4
|
)
|
||
Fair value of derivatives
|
(3
|
)
|
|
28
|
|
||
Current accounts payable and accrued liabilities
|
6
|
|
|
64
|
|
||
Receivables from / liabilities to related parties
|
61
|
|
|
(104
|
)
|
||
All other, net
|
43
|
|
|
18
|
|
||
Net cash provided by operating activities
|
1,338
|
|
|
975
|
|
||
Investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(1,004
|
)
|
|
(943
|
)
|
||
Acquisitions, net of cash acquired
|
(249
|
)
|
|
—
|
|
||
Disposal of assets
|
4
|
|
|
—
|
|
||
Investments - net related party loans
|
80
|
|
|
103
|
|
||
Investments in unconsolidated affiliates
|
(690
|
)
|
|
(56
|
)
|
||
Distributions from unconsolidated affiliates - return of capital
|
24
|
|
|
—
|
|
||
All other, net
|
(2
|
)
|
|
4
|
|
||
Net cash used in investing activities
|
(1,837
|
)
|
|
(892
|
)
|
||
Financing activities:
|
|
|
|
||||
Long-term debt - borrowings
|
2,661
|
|
|
434
|
|
||
- repayments
|
(251
|
)
|
|
(1,312
|
)
|
||
Related party debt - borrowings
|
829
|
|
|
2,215
|
|
||
- repayments
|
(627
|
)
|
|
(2,223
|
)
|
||
Debt issuance costs
|
(25
|
)
|
|
—
|
|
||
Net proceeds from equity offerings
|
483
|
|
|
510
|
|
||
Issuance of redeemable preferred units
|
—
|
|
|
984
|
|
||
Distribution to MPC for acquisition
|
(1,931
|
)
|
|
—
|
|
||
Distributions to preferred unitholders
|
(49
|
)
|
|
(9
|
)
|
||
Distributions to unitholders and general partner
|
(800
|
)
|
|
(612
|
)
|
||
Distributions to noncontrolling interests
|
(4
|
)
|
|
(3
|
)
|
||
Contributions from noncontrolling interests
|
128
|
|
|
4
|
|
||
Consideration payment to Class B unitholders
|
(25
|
)
|
|
(25
|
)
|
||
All other, net
|
(8
|
)
|
|
(2
|
)
|
||
Contribution from MPC
|
—
|
|
|
225
|
|
||
Distributions to MPC from Predecessor
|
(113
|
)
|
|
(104
|
)
|
||
Net cash provided by financing activities
|
268
|
|
|
82
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(231
|
)
|
|
165
|
|
||
Cash and cash equivalents at beginning of period
|
234
|
|
|
43
|
|
||
Cash and cash equivalents at end of period
|
$
|
3
|
|
|
$
|
208
|
|
(1)
|
Financial information has been retrospectively adjusted for the acquisition of HST, WHC and MPLXT from MPC. See Notes
1
and
3
.
|
|
Partnership
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
(In millions)
|
Common
Unit-holders
Public
|
|
Class B Unit-holders Public
|
|
Common
Unit-holder
MPC
|
|
Common Unit-holder
GP
|
|
General
Partner
MPC
|
|
Accumulated Other Comprehensive Loss
|
|
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
|
)
|
|||||||||
Contribution from MPC
|
—
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
141
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225
|
|
|||||||||
Contribution of MarkWest Hydrocarbon from MPC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
|||||||||
Distribution of MarkWest Hydrocarbon to MPC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
565
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
565
|
|
|||||||||
Issuance of units under ATM Program
|
499
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
510
|
|
|||||||||
Net (loss) income
|
(51
|
)
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
136
|
|
|
—
|
|
|
3
|
|
|
149
|
|
|
227
|
|
|||||||||
Allocation of MPC's net investment at acquisition
|
—
|
|
|
—
|
|
|
669
|
|
|
—
|
|
|
(337
|
)
|
|
—
|
|
|
—
|
|
|
(332
|
)
|
|
—
|
|
|||||||||
Distributions to unitholders and general partner
|
(378
|
)
|
|
—
|
|
|
(98
|
)
|
|
—
|
|
|
(136
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(612
|
)
|
|||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||||||
Class B unit conversion
|
133
|
|
|
(133
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Non-cash contribution from MPC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
334
|
|
|
334
|
|
|||||||||
Equity-based compensation
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||||||
Deferred income tax impact from changes in equity
|
(2
|
)
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|||||||||
Balance at September 30, 2016
|
$
|
7,898
|
|
|
$
|
133
|
|
|
$
|
1,097
|
|
|
$
|
—
|
|
|
$
|
1,009
|
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
739
|
|
|
$
|
10,893
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at December 31, 2016
|
$
|
8,086
|
|
|
$
|
133
|
|
|
$
|
1,069
|
|
|
$
|
—
|
|
|
$
|
1,013
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
791
|
|
|
$
|
11,110
|
|
Distributions to MPC from Predecessor
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
|
(113
|
)
|
|||||||||
Distributions of cash received from Joint-Interest Acquisition entities to MPC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||||||||
Issuance of units under ATM Program
|
473
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
483
|
|
|||||||||
Net income
|
212
|
|
|
—
|
|
|
68
|
|
|
5
|
|
|
222
|
|
|
—
|
|
|
3
|
|
|
36
|
|
|
546
|
|
|||||||||
Contribution from MPC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
689
|
|
|
675
|
|
|||||||||
Allocation of MPC's net investment at acquisition
|
—
|
|
|
—
|
|
|
845
|
|
|
824
|
|
|
(266
|
)
|
|
—
|
|
|
—
|
|
|
(1,403
|
)
|
|
—
|
|
|||||||||
Distribution to MPC for acquisitions
|
—
|
|
|
—
|
|
|
(537
|
)
|
|
—
|
|
|
(1,394
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,931
|
)
|
|||||||||
Distributions to unitholders and general partner
|
(452
|
)
|
|
—
|
|
|
(143
|
)
|
|
(7
|
)
|
|
(198
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(800
|
)
|
|||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
—
|
|
|
128
|
|
|||||||||
Class B unit conversion
|
133
|
|
|
(133
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Equity-based compensation
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||||||
Balance at September 30, 2017
|
$
|
8,457
|
|
|
$
|
—
|
|
|
$
|
1,302
|
|
|
$
|
822
|
|
|
$
|
(626
|
)
|
|
$
|
(14
|
)
|
|
$
|
145
|
|
|
$
|
—
|
|
|
$
|
10,086
|
|
(1)
|
Financial information has been retrospectively adjusted for the acquisition of HST, WHC and MPLXT from MPC. See Notes
1
and
3
.
|
(1)
|
Represents intercompany transactions eliminated during the consolidation process, in accordance with GAAP.
|
|
Nine Months Ended September 30, 2016
|
||||||||||||||||||
(In millions, except per unit data)
|
MPLX LP (Previously Reported)
|
|
HST/WHC
|
|
MPLXT
|
|
Eliminations
(1)
|
|
MPLX LP (Currently Reported)
|
||||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Service revenue
|
$
|
712
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
712
|
|
Service revenue - related parties
|
448
|
|
|
82
|
|
|
146
|
|
|
—
|
|
|
676
|
|
|||||
Rental income
|
218
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
218
|
|
|||||
Rental income - related parties
|
84
|
|
|
36
|
|
|
52
|
|
|
—
|
|
|
172
|
|
|||||
Product sales
|
394
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
394
|
|
|||||
Product sales - related parties
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
Loss from equity method investments
|
(72
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72
|
)
|
|||||
Gain on sale of assets
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Other income
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Other income - related parties
|
78
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
67
|
|
|||||
Total revenues and other income
|
1,876
|
|
|
118
|
|
|
198
|
|
|
(11
|
)
|
|
2,181
|
|
|||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenues (excludes items below)
|
263
|
|
|
24
|
|
|
42
|
|
|
—
|
|
|
329
|
|
|||||
Purchased product costs
|
310
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
310
|
|
|||||
Rental cost of sales
|
39
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|||||
Rental cost of sales - related parties
|
—
|
|
|
2
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|||||
Purchases - related parties
|
238
|
|
|
13
|
|
|
45
|
|
|
(10
|
)
|
|
286
|
|
|||||
Depreciation and amortization
|
407
|
|
|
12
|
|
|
19
|
|
|
—
|
|
|
438
|
|
|||||
Impairment expense
|
130
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|||||
General and administrative expenses
|
147
|
|
|
5
|
|
|
20
|
|
|
—
|
|
|
172
|
|
|||||
Other taxes
|
32
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
37
|
|
|||||
Total costs and expenses
|
1,566
|
|
|
61
|
|
|
129
|
|
|
(11
|
)
|
|
1,745
|
|
|||||
Income from operations
|
310
|
|
|
57
|
|
|
69
|
|
|
—
|
|
|
436
|
|
|||||
Related party interest and other financial income
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Interest expense (net of amounts capitalized)
|
158
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
158
|
|
|||||
Other financial costs
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|||||
Income before income taxes
|
114
|
|
|
57
|
|
|
69
|
|
|
—
|
|
|
240
|
|
|||||
Benefit for income taxes
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||
Net income
|
126
|
|
|
57
|
|
|
69
|
|
|
—
|
|
|
252
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Less: Net income attributable to Predecessor
|
23
|
|
|
57
|
|
|
69
|
|
|
—
|
|
|
149
|
|
|||||
Net income attributable to MPLX LP
|
100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|||||
Less: Preferred unit distributions
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|||||
Less: General partner’s interest in net income attributable to MPLX LP
|
136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136
|
|
|||||
Limited partners’ interest in net loss attributable to MPLX LP
|
$
|
(61
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(61
|
)
|
(1)
|
Represents intercompany transactions eliminated during the consolidation process, in accordance with GAAP.
|
|
Nine Months Ended September 30, 2016
|
||||||||||||||
(In millions)
|
MPLX LP (Previously Reported)
|
|
HST/WHC
|
|
MPLXT
|
|
MPLX LP (Currently Reported)
|
||||||||
Increase (decrease) in cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
Operating activities:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
126
|
|
|
$
|
57
|
|
|
$
|
69
|
|
|
$
|
252
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
||||||||
Amortization of deferred financing costs
|
34
|
|
|
—
|
|
|
—
|
|
|
34
|
|
||||
Depreciation and amortization
|
407
|
|
|
12
|
|
|
19
|
|
|
438
|
|
||||
Impairment expense
|
130
|
|
|
—
|
|
|
—
|
|
|
130
|
|
||||
Deferred income taxes
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
||||
Asset retirement expenditures
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
||||
Gain on disposal of assets
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Loss from equity method investments
|
72
|
|
|
—
|
|
|
—
|
|
|
72
|
|
||||
Distributions from unconsolidated affiliates
|
111
|
|
|
—
|
|
|
—
|
|
|
111
|
|
||||
Changes in:
|
|
|
|
|
|
|
|
||||||||
Current receivables
|
(44
|
)
|
|
1
|
|
|
—
|
|
|
(43
|
)
|
||||
Inventories
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||
Fair value of derivatives
|
28
|
|
|
—
|
|
|
—
|
|
|
28
|
|
||||
Current accounts payable and accrued liabilities
|
59
|
|
|
(1
|
)
|
|
6
|
|
|
64
|
|
||||
Receivables from / liabilities to related parties
|
15
|
|
|
3
|
|
|
(122
|
)
|
|
(104
|
)
|
||||
All other, net
|
18
|
|
|
2
|
|
|
(2
|
)
|
|
18
|
|
||||
Net cash provided by (used in) operating activities
|
932
|
|
|
73
|
|
|
(30
|
)
|
|
975
|
|
||||
Investing activities:
|
|
|
|
|
|
|
|
||||||||
Additions to property, plant and equipment
|
(874
|
)
|
|
(36
|
)
|
|
(33
|
)
|
|
(943
|
)
|
||||
Investments - net related party loans
|
77
|
|
|
(37
|
)
|
|
63
|
|
|
103
|
|
||||
Investments in unconsolidated affiliates
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
||||
All other, net
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Net cash (used in) provided by investing activities
|
(849
|
)
|
|
(73
|
)
|
|
30
|
|
|
(892
|
)
|
||||
Financing activities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt - borrowings
|
434
|
|
|
—
|
|
|
—
|
|
|
434
|
|
||||
- repayments
|
(1,312
|
)
|
|
—
|
|
|
—
|
|
|
(1,312
|
)
|
||||
Related party debt - borrowings
|
2,215
|
|
|
—
|
|
|
—
|
|
|
2,215
|
|
||||
- repayments
|
(2,223
|
)
|
|
—
|
|
|
—
|
|
|
(2,223
|
)
|
||||
Net proceeds from equity offerings
|
510
|
|
|
—
|
|
|
—
|
|
|
510
|
|
||||
Issuance of redeemable preferred units
|
984
|
|
|
—
|
|
|
—
|
|
|
984
|
|
||||
Distributions to preferred unitholders
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
||||
Distributions to unitholders and general partner
|
(612
|
)
|
|
—
|
|
|
—
|
|
|
(612
|
)
|
||||
Distributions to noncontrolling interests
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||
Contributions from noncontrolling interests
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Consideration payment to Class B unitholders
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
||||
All other, net
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
Contribution from MPC
|
225
|
|
|
—
|
|
|
—
|
|
|
225
|
|
||||
Distributions to MPC from Predecessor
|
(104
|
)
|
|
—
|
|
|
—
|
|
|
(104
|
)
|
||||
Net cash provided by financing activities
|
82
|
|
|
—
|
|
|
—
|
|
|
82
|
|
||||
Net increase in cash and cash equivalents
|
165
|
|
|
—
|
|
|
—
|
|
|
165
|
|
||||
Cash and cash equivalents at beginning of period
|
43
|
|
|
—
|
|
|
—
|
|
|
43
|
|
||||
Cash and cash equivalents at end of period
|
$
|
208
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
208
|
|
(In millions)
|
Three Months Ended September 30, 2017
|
|
Seven Months Ended September 30, 2017
|
||||
Revenues and other income
|
$
|
19
|
|
|
$
|
45
|
|
Income from operations
|
6
|
|
|
17
|
|
|
Nine Months Ended September 30, 2017
|
||||||||||||||
(In millions)
|
MarkWest Utica EMG
|
|
Other VIEs
|
|
Non-VIEs
|
|
Total
|
||||||||
Revenues and other income
|
$
|
137
|
|
|
$
|
49
|
|
|
$
|
178
|
|
|
$
|
364
|
|
Costs and expenses
|
72
|
|
|
29
|
|
|
115
|
|
|
216
|
|
||||
Income from operations
|
65
|
|
|
20
|
|
|
63
|
|
|
148
|
|
||||
Net income
|
65
|
|
|
19
|
|
|
28
|
|
|
112
|
|
||||
Income from equity method investments
(1)
|
6
|
|
|
7
|
|
|
16
|
|
|
29
|
|
|
Nine Months Ended September 30, 2016
|
||||||||||||||
(In millions)
|
MarkWest Utica EMG
|
|
Other VIEs
(2)
|
|
Non-VIEs
|
|
Total
|
||||||||
Revenues and other income
|
$
|
165
|
|
|
$
|
13
|
|
|
$
|
108
|
|
|
$
|
286
|
|
Costs and expenses
|
70
|
|
|
107
|
|
|
80
|
|
|
257
|
|
||||
Income (loss) from operations
|
95
|
|
|
(94
|
)
|
|
28
|
|
|
29
|
|
||||
Net income (loss)
|
94
|
|
|
(94
|
)
|
|
28
|
|
|
28
|
|
||||
Income (loss) from equity method investments
(1)
|
10
|
|
|
(88
|
)
|
|
6
|
|
|
(72
|
)
|
(1)
|
Income (loss) from equity method investments
includes the impact of any basis differential amortization or accretion.
|
(2)
|
Includes an impairment charge of
$89 million
for the
nine
months ended
September 30, 2016
related to the Partnership’s investment in Ohio Condensate Company, L.L.C., which does not appear separately in this table.
|
|
September 30, 2017
|
||||||||||||||
(In millions)
|
MarkWest Utica EMG
(1)
|
|
Other VIEs
|
|
Non-VIEs
|
|
Total
|
||||||||
Current assets
|
$
|
72
|
|
|
$
|
47
|
|
|
$
|
379
|
|
|
$
|
498
|
|
Noncurrent assets
|
2,092
|
|
|
878
|
|
|
4,614
|
|
|
7,584
|
|
||||
Current liabilities
|
37
|
|
|
55
|
|
|
492
|
|
|
584
|
|
||||
Noncurrent liabilities
|
2
|
|
|
12
|
|
|
562
|
|
|
576
|
|
|
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, L.L.C.’s (“MarkWest Utica EMG”) noncurrent assets include its investment in its subsidiary Ohio Gathering Company, L.L.C. (“Ohio Gathering”), which does not appear elsewhere in this table. The investment was
$794 million
as of
September 30, 2017
and
December 31, 2016
.
|
•
|
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
September 30, 2017
. Centennial owns a products pipeline and storage facility.
|
•
|
Muskegon Pipeline LLC (“Muskegon”), in which MPC has a
60 percent
interest as of
September 30, 2017
. Muskegon owns a common carrier products pipeline.
|
•
|
MarkWest Utica EMG, in which MPLX LP has a
56 percent
interest as of
September 30, 2017
. MarkWest Utica EMG is engaged in natural gas processing and NGL fractionation, transportation and marketing in Ohio.
|
•
|
Ohio Gathering, in which MPLX LP has a
34 percent
indirect interest as of
September 30, 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
September 30, 2017
. Sherwood Midstream supports the development of Antero Resources Corporation’s Marcellus Shale acreage in the rich-gas corridor of West Virginia.
|
•
|
Sherwood Midstream Holdings, in which MPLX LP has an
86 percent
total direct and indirect interest as of
September 30, 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.
|
•
|
Illinois Extension, in which MPLX LP has a
35 percent
interest as of
September 30, 2017
. Illinois Extension operates the SAX crude oil pipeline from Flanagan, Illinois to Patoka, Illinois, as well as additional tankage and
two
pump stations.
|
•
|
LOOP, in which MPLX LP has a
40.7 percent
interest as of
September 30, 2017
. LOOP owns and operates midstream crude oil infrastructure, including a deep water oil port offshore of Louisiana, pipelines, and onshore storage facilities, and manages operations of LOCAP, an affiliate pipeline system.
|
•
|
LOCAP, in which MPLX LP has a
58.52 percent
interest as of
September 30, 2017
. LOCAP owns and operates a crude oil pipeline and tank facility in St. James, Louisiana, that distributes oil received from LOOP’s storage facilities and other connecting pipelines to nearby refineries and into the midcontinent region of the United States.
|
•
|
Explorer, in which MPLX LP has a
24.51 percent
interest as of
September 30, 2017
. Explorer owns and operates a common carrier pipeline that primarily transports gasoline, diesel, diluent and jet fuel from the Gulf Coast refining complex to the Midwestern United States.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service revenues
|
|
|
|
|
|
|
|
||||||||
MPC
|
$
|
276
|
|
|
$
|
253
|
|
|
$
|
801
|
|
|
$
|
676
|
|
Rental income
|
|
|
|
|
|
|
|
||||||||
MPC
|
$
|
70
|
|
|
$
|
68
|
|
|
$
|
207
|
|
|
$
|
172
|
|
Product sales
(1)
|
|
|
|
|
|
|
|
||||||||
MPC
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
6
|
|
|
$
|
8
|
|
(1)
|
There were 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. For the
three and nine
months ended
September 30, 2017
, these sales totaled
$63 million
and
$173 million
, respectively. For the
three and nine
months ended
September 30, 2016
, these sales totaled
$13 million
and
$25 million
, respectively.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
MPC
|
$
|
9
|
|
|
$
|
10
|
|
|
$
|
30
|
|
|
$
|
36
|
|
MarkWest Utica EMG
|
5
|
|
|
5
|
|
|
13
|
|
|
12
|
|
||||
Ohio Gathering
|
4
|
|
|
5
|
|
|
12
|
|
|
12
|
|
||||
Other
|
4
|
|
|
2
|
|
|
14
|
|
|
7
|
|
||||
Total
|
$
|
22
|
|
|
$
|
22
|
|
|
$
|
69
|
|
|
$
|
67
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Purchases - related parties
|
$
|
17
|
|
|
$
|
11
|
|
|
$
|
50
|
|
|
$
|
29
|
|
General and administrative expenses
|
9
|
|
|
11
|
|
|
28
|
|
|
33
|
|
||||
Total
|
$
|
26
|
|
|
$
|
22
|
|
|
$
|
78
|
|
|
$
|
62
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
MPC
|
$
|
11
|
|
|
$
|
14
|
|
|
$
|
33
|
|
|
$
|
36
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Purchases - related parties
|
$
|
97
|
|
|
$
|
98
|
|
|
$
|
280
|
|
|
$
|
257
|
|
General and administrative expenses
|
25
|
|
|
27
|
|
|
74
|
|
|
75
|
|
||||
Total
|
$
|
122
|
|
|
$
|
125
|
|
|
$
|
354
|
|
|
$
|
332
|
|
(In millions)
|
September 30, 2017
|
|
December 31, 2016
|
||||
MPC
|
$
|
144
|
|
|
$
|
242
|
|
MarkWest Utica EMG
|
2
|
|
|
2
|
|
||
Ohio Gathering
|
2
|
|
|
2
|
|
||
Other
|
4
|
|
|
1
|
|
||
Total
|
$
|
152
|
|
|
$
|
247
|
|
(In millions)
|
September 30, 2017
|
|
December 31, 2016
|
||||
MPC
|
$
|
18
|
|
|
$
|
11
|
|
(In millions)
|
September 30, 2017
|
|
December 31, 2016
|
||||
MPC
(1)
|
$
|
277
|
|
|
$
|
63
|
|
MarkWest Utica EMG
|
30
|
|
|
24
|
|
||
Other
|
10
|
|
|
—
|
|
||
Total
|
$
|
317
|
|
|
$
|
87
|
|
(1)
|
Balance includes approximately
$202 million
related to the loan with MPC Investment as discussed above.
|
(In millions)
|
September 30, 2017
|
|
December 31, 2016
|
||||
Minimum volume deficiencies - MPC
|
$
|
55
|
|
|
$
|
48
|
|
Project reimbursements - MPC
|
27
|
|
|
9
|
|
||
Total
|
$
|
82
|
|
|
$
|
57
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income attributable to MPLX LP
|
$
|
216
|
|
|
$
|
141
|
|
|
$
|
556
|
|
|
$
|
100
|
|
Less: Limited partners’ distributions declared
on Preferred units
(1)
|
16
|
|
|
16
|
|
|
49
|
|
|
25
|
|
||||
General partner’s distributions declared (including IDRs)
(1)
|
88
|
|
|
54
|
|
|
229
|
|
|
148
|
|
||||
Limited partners’ distributions declared on common units
(1)
|
232
|
|
|
179
|
|
|
648
|
|
|
507
|
|
||||
Undistributed net loss attributable to MPLX LP
|
$
|
(120
|
)
|
|
$
|
(108
|
)
|
|
$
|
(370
|
)
|
|
$
|
(580
|
)
|
(1)
|
See Note
7
for distribution information.
|
|
Three Months Ended September 30, 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)
|
$
|
88
|
|
|
$
|
232
|
|
|
$
|
16
|
|
|
$
|
336
|
|
Undistributed net loss attributable to MPLX LP
|
(2
|
)
|
|
(118
|
)
|
|
—
|
|
|
(120
|
)
|
||||
Net income attributable to MPLX LP
(1)
|
$
|
86
|
|
|
$
|
114
|
|
|
$
|
16
|
|
|
$
|
216
|
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
8
|
|
|
394
|
|
|
31
|
|
|
433
|
|
||||
Diluted
|
8
|
|
|
395
|
|
|
31
|
|
|
434
|
|
||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
$
|
0.29
|
|
|
|
|
|
||||||
Diluted
|
|
|
$
|
0.29
|
|
|
|
|
|
|
Three Months Ended September 30, 2016
|
||||||||||||||
(In millions, except per unit data)
|
General
Partner
|
|
Limited
Partners’
Common
Units
|
|
Redeemable Preferred Units
|
|
Total
|
||||||||
Basic and diluted net income attributable to MPLX LP per unit:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to MPLX LP:
|
|
|
|
|
|
|
|
||||||||
Distributions declared (including IDRs)
|
$
|
54
|
|
|
$
|
179
|
|
|
$
|
16
|
|
|
$
|
249
|
|
Undistributed net loss attributable to MPLX LP
|
(3
|
)
|
|
(105
|
)
|
|
—
|
|
|
(108
|
)
|
||||
Net income attributable to MPLX LP
(1)
|
$
|
51
|
|
|
$
|
74
|
|
|
$
|
16
|
|
|
$
|
141
|
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
7
|
|
|
341
|
|
|
31
|
|
|
379
|
|
||||
Diluted
|
7
|
|
|
346
|
|
|
31
|
|
|
384
|
|
||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
$
|
0.22
|
|
|
|
|
|
|
|||||
Diluted
|
|
|
$
|
0.21
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 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)
|
$
|
229
|
|
|
$
|
648
|
|
|
$
|
49
|
|
|
$
|
926
|
|
Undistributed net loss attributable to MPLX LP
|
(7
|
)
|
|
(363
|
)
|
|
—
|
|
|
(370
|
)
|
||||
Net income attributable to MPLX LP
(1)
|
$
|
222
|
|
|
$
|
285
|
|
|
$
|
49
|
|
|
$
|
556
|
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
8
|
|
|
378
|
|
|
31
|
|
|
417
|
|
||||
Diluted
|
8
|
|
|
381
|
|
|
31
|
|
|
420
|
|
||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
$
|
0.75
|
|
|
|
|
|
||||||
Diluted
|
|
|
$
|
0.75
|
|
|
|
|
|
|
Nine Months Ended September 30, 2016
|
||||||||||||||
(In millions, except per unit data)
|
General
Partner
|
|
Limited
Partners’
Common
Units
|
|
Redeemable Preferred Units
|
|
Total
|
||||||||
Basic and diluted net loss attributable to MPLX LP per unit:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to MPLX LP:
|
|
|
|
|
|
|
|
||||||||
Distributions declared (including IDRs)
|
$
|
148
|
|
|
$
|
507
|
|
|
$
|
25
|
|
|
$
|
680
|
|
Undistributed net loss attributable to MPLX LP
|
(12
|
)
|
|
(568
|
)
|
|
—
|
|
|
(580
|
)
|
||||
Net income (loss) attributable to MPLX LP
(1)
|
$
|
136
|
|
|
$
|
(61
|
)
|
|
$
|
25
|
|
|
$
|
100
|
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
7
|
|
|
324
|
|
|
16
|
|
|
347
|
|
||||
Diluted
|
7
|
|
|
324
|
|
|
16
|
|
|
347
|
|
||||
Net loss attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
$
|
(0.19
|
)
|
|
|
|
|
|
|||||
Diluted
|
|
|
$
|
(0.19
|
)
|
|
|
|
|
|
(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)
|
183,509
|
|
|
—
|
|
|
3,745
|
|
|
187,254
|
|
Issuance of units under the ATM Program
(2)
|
13,846,998
|
|
|
—
|
|
|
282,591
|
|
|
14,129,589
|
|
Contribution of HST/WHC/MPLXT
(3)
|
12,960,376
|
|
|
—
|
|
|
264,497
|
|
|
13,224,873
|
|
Contribution of the Joint-Interest Acquisition
(3)
|
18,511,134
|
|
|
—
|
|
|
377,778
|
|
|
18,888,912
|
|
Class B conversion
(4)
|
4,350,057
|
|
|
(3,990,878
|
)
|
|
7,330
|
|
|
366,509
|
|
Balance at September 30, 2017
|
407,045,362
|
|
|
—
|
|
|
8,307,046
|
|
|
415,352,408
|
|
(1)
|
As a result of the unit-based compensation awards issued during the period, MPLX GP contributed less than
$1 million
in exchange for
3,745
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
$10 million
in exchange for
282,591
general partner units to maintain its
two percent
GP Interest.
|
(3)
|
See Note
3
for information regarding this acquisition.
|
(4)
|
On
July 1, 2017
,
3,990,878
Class B units converted to
4,350,057
common units and were eligible to receive the second quarter 2017 distribution. As a result of the Class B conversion, MPLX GP contributed less than
$1 million
in exchange for
7,330
general partner units to maintain its
two
percent GP Interest.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income attributable to MPLX LP
|
$
|
216
|
|
|
$
|
141
|
|
|
$
|
556
|
|
|
$
|
100
|
|
Less: Preferred unit distributions
|
16
|
|
|
16
|
|
|
49
|
|
|
25
|
|
||||
General partner's IDRs and other
|
83
|
|
|
49
|
|
|
216
|
|
|
137
|
|
||||
Net income (loss) attributable to MPLX LP available to general and limited partners
|
$
|
117
|
|
|
$
|
76
|
|
|
$
|
291
|
|
|
$
|
(62
|
)
|
|
|
|
|
|
|
|
|
||||||||
General partner's two percent GP Interest in net income (loss) attributable to MPLX LP
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
6
|
|
|
$
|
(1
|
)
|
General partner's IDRs and other
|
83
|
|
|
49
|
|
|
216
|
|
|
137
|
|
||||
General partner's GP Interest in net income attributable to MPLX LP
|
$
|
86
|
|
|
$
|
51
|
|
|
$
|
222
|
|
|
$
|
136
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
General partner's distributions:
|
|
|
|
|
|
|
|
||||||||
General partner's distributions on general partner units
|
$
|
7
|
|
|
$
|
5
|
|
|
$
|
18
|
|
|
$
|
13
|
|
General partner's distributions on IDRs
|
81
|
|
|
49
|
|
|
211
|
|
|
135
|
|
||||
Total distribution on general partner units and IDRs
|
$
|
88
|
|
|
$
|
54
|
|
|
$
|
229
|
|
|
$
|
148
|
|
Common and preferred unit distributions:
|
|
|
|
|
|
|
|
||||||||
Common unitholders, includes common units of general partner
|
$
|
232
|
|
|
$
|
179
|
|
|
$
|
648
|
|
|
$
|
507
|
|
Preferred unit distributions
|
16
|
|
|
16
|
|
|
49
|
|
|
25
|
|
||||
Total cash distributions declared
|
$
|
336
|
|
|
$
|
249
|
|
|
$
|
926
|
|
|
$
|
680
|
|
(In millions)
|
Redeemable Preferred Units
|
||
Balance at December 31, 2016
|
$
|
1,000
|
|
Net income
|
49
|
|
|
Distributions received by Preferred unitholders
|
(49
|
)
|
|
Balance at September 30, 2017
|
$
|
1,000
|
|
•
|
L&S – transports, stores and distributes crude oil and refined petroleum products. Segment information for prior periods includes retrospective adjustments in connection with the acquisition of HST, WHC and MPLXT. Segment information is not included for periods prior to the Joint-Interest Acquisition and the Ozark pipeline acquisition. 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 September 30, 2017
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Segment revenues
|
$
|
378
|
|
|
$
|
669
|
|
|
$
|
1,047
|
|
Segment other income
|
11
|
|
|
1
|
|
|
12
|
|
|||
Total segment revenues and other income
|
389
|
|
|
670
|
|
|
1,059
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Segment cost of revenues
|
176
|
|
|
276
|
|
|
452
|
|
|||
Segment operating income before portion attributable to noncontrolling interests and Predecessor
|
213
|
|
|
394
|
|
|
607
|
|
|||
Segment portion attributable to noncontrolling interests and Predecessor
|
—
|
|
|
45
|
|
|
45
|
|
|||
Segment operating income attributable to MPLX LP
|
$
|
213
|
|
|
$
|
349
|
|
|
$
|
562
|
|
|
Three Months Ended September 30, 2016
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Segment revenues
|
$
|
339
|
|
|
$
|
567
|
|
|
$
|
906
|
|
Segment other income
|
12
|
|
|
1
|
|
|
13
|
|
|||
Total segment revenues and other income
|
351
|
|
|
568
|
|
|
919
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Segment cost of revenues
|
153
|
|
|
239
|
|
|
392
|
|
|||
Segment operating income before portion attributable to noncontrolling interests and Predecessor
|
198
|
|
|
329
|
|
|
527
|
|
|||
Segment portion attributable to noncontrolling interests and Predecessor
|
74
|
|
|
36
|
|
|
110
|
|
|||
Segment operating income attributable to MPLX LP
|
$
|
124
|
|
|
$
|
293
|
|
|
$
|
417
|
|
|
Nine Months Ended September 30, 2017
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Segment revenues
|
$
|
1,095
|
|
|
$
|
1,869
|
|
|
$
|
2,964
|
|
Segment other income
|
35
|
|
|
2
|
|
|
37
|
|
|||
Total segment revenues and other income
|
1,130
|
|
|
1,871
|
|
|
3,001
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Segment cost of revenues
|
500
|
|
|
781
|
|
|
1,281
|
|
|||
Segment operating income before portion attributable to noncontrolling interests and Predecessor
|
630
|
|
|
1,090
|
|
|
1,720
|
|
|||
Segment portion attributable to noncontrolling interests and Predecessor
|
53
|
|
|
119
|
|
|
172
|
|
|||
Segment operating income attributable to MPLX LP
|
$
|
577
|
|
|
$
|
971
|
|
|
$
|
1,548
|
|
|
Nine Months Ended September 30, 2016
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Segment revenues
|
$
|
901
|
|
|
$
|
1,595
|
|
|
$
|
2,496
|
|
Segment other income
|
42
|
|
|
1
|
|
|
43
|
|
|||
Total segment revenues and other income
|
943
|
|
|
1,596
|
|
|
2,539
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Segment cost of revenues
|
392
|
|
|
662
|
|
|
1,054
|
|
|||
Segment operating income before portion attributable to noncontrolling interests and Predecessor
|
551
|
|
|
934
|
|
|
1,485
|
|
|||
Segment portion attributable to noncontrolling interests and Predecessor
|
216
|
|
|
113
|
|
|
329
|
|
|||
Segment operating income attributable to MPLX LP
|
$
|
335
|
|
|
$
|
821
|
|
|
$
|
1,156
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Reconciliation to Income from operations:
|
|
|
|
|
|
|
|
||||||||
L&S segment operating income attributable to MPLX LP
|
$
|
213
|
|
|
$
|
124
|
|
|
$
|
577
|
|
|
$
|
335
|
|
G&P segment operating income attributable to MPLX LP
|
349
|
|
|
293
|
|
|
971
|
|
|
821
|
|
||||
Segment operating income attributable to MPLX LP
|
562
|
|
|
417
|
|
|
1,548
|
|
|
1,156
|
|
||||
Segment portion attributable to unconsolidated affiliates
|
(47
|
)
|
|
(41
|
)
|
|
(125
|
)
|
|
(130
|
)
|
||||
Segment portion attributable to Predecessor
|
—
|
|
|
74
|
|
|
53
|
|
|
216
|
|
||||
Income (loss) from equity method investments
|
23
|
|
|
6
|
|
|
29
|
|
|
(72
|
)
|
||||
Other income - related parties
|
13
|
|
|
11
|
|
|
38
|
|
|
29
|
|
||||
Unrealized derivative (losses) gains
(1)
|
(17
|
)
|
|
(2
|
)
|
|
2
|
|
|
(23
|
)
|
||||
Depreciation and amortization
|
(164
|
)
|
|
(151
|
)
|
|
(515
|
)
|
|
(438
|
)
|
||||
Impairment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(130
|
)
|
||||
General and administrative expenses
|
(59
|
)
|
|
(56
|
)
|
|
(174
|
)
|
|
(172
|
)
|
||||
Income from operations
|
$
|
311
|
|
|
$
|
258
|
|
|
$
|
856
|
|
|
$
|
436
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Reconciliation to Total revenues and other income:
|
|
|
|
|
|
|
|
||||||||
Total segment revenues and other income
|
$
|
1,059
|
|
|
$
|
919
|
|
|
$
|
3,001
|
|
|
$
|
2,539
|
|
Revenue adjustment from unconsolidated affiliates
|
(107
|
)
|
|
(100
|
)
|
|
(287
|
)
|
|
(303
|
)
|
||||
Income (loss) from equity method investments
|
23
|
|
|
6
|
|
|
29
|
|
|
(72
|
)
|
||||
Other income - related parties
|
13
|
|
|
11
|
|
|
38
|
|
|
29
|
|
||||
Unrealized derivative (losses) gains related to product sales
(1)
|
(8
|
)
|
|
2
|
|
|
1
|
|
|
(12
|
)
|
||||
Total revenues and other income
|
$
|
980
|
|
|
$
|
838
|
|
|
$
|
2,782
|
|
|
$
|
2,181
|
|
(1)
|
The Partnership makes a distinction between realized or unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, changes in the fair value of the derivative are recorded as an unrealized gain or loss. When a derivative contract matures or is settled, the previously recorded unrealized gain or loss is reversed and the realized gain or loss of the contract is recorded.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Reconciliation to Net income attributable to noncontrolling interests and Predecessor:
|
|
|
|
|
|
|
|
||||||||
Segment portion attributable to noncontrolling interests and Predecessor
|
$
|
45
|
|
|
$
|
110
|
|
|
$
|
172
|
|
|
$
|
329
|
|
Portion of noncontrolling interests and Predecessor related to items below segment income from operations
|
(21
|
)
|
|
(39
|
)
|
|
(84
|
)
|
|
(157
|
)
|
||||
Portion of operating income attributable to noncontrolling interests of unconsolidated affiliates
|
(23
|
)
|
|
(18
|
)
|
|
(49
|
)
|
|
(20
|
)
|
||||
Net income attributable to noncontrolling interests and Predecessor
|
$
|
1
|
|
|
$
|
53
|
|
|
$
|
39
|
|
|
$
|
152
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
L&S segment capital expenditures
|
$
|
120
|
|
|
$
|
188
|
|
|
$
|
353
|
|
|
$
|
369
|
|
G&P segment capital expenditures
|
333
|
|
|
183
|
|
|
957
|
|
|
668
|
|
||||
Total segment capital expenditures
|
453
|
|
|
371
|
|
|
1,310
|
|
|
1,037
|
|
||||
Less: Capital expenditures for Partnership-operated, non-wholly-owned subsidiaries in G&P segment
|
101
|
|
|
34
|
|
|
306
|
|
|
94
|
|
||||
Total capital expenditures
|
$
|
352
|
|
|
$
|
337
|
|
|
$
|
1,004
|
|
|
$
|
943
|
|
(In millions)
|
September 30, 2017
|
|
December 31, 2016
|
||||
Cash and cash equivalents
|
$
|
3
|
|
|
$
|
234
|
|
L&S
|
4,520
|
|
|
2,978
|
|
||
G&P
|
14,715
|
|
|
14,297
|
|
||
Total assets
|
$
|
19,238
|
|
|
$
|
17,509
|
|
(In millions)
|
September 30, 2017
|
|
December 31, 2016
|
||||
NGLs
|
$
|
3
|
|
|
$
|
2
|
|
Line fill
|
9
|
|
|
9
|
|
||
Spare parts, materials and supplies
|
52
|
|
|
44
|
|
||
Total inventories
|
$
|
64
|
|
|
$
|
55
|
|
(In millions)
|
September 30, 2017
|
|
December 31, 2016
|
||||
Natural gas gathering and NGL transportation pipelines and facilities
|
$
|
5,101
|
|
|
$
|
4,748
|
|
Processing, fractionation and storage facilities
(1)
|
3,753
|
|
|
3,547
|
|
||
Pipelines and related assets
|
2,181
|
|
|
1,799
|
|
||
Barges and towing vessels
|
484
|
|
|
479
|
|
||
Terminals and related assets
(1)
|
794
|
|
|
759
|
|
||
Land, building, office equipment and other
|
755
|
|
|
757
|
|
||
Construction-in-progress
|
986
|
|
|
1,013
|
|
||
Total
|
14,054
|
|
|
13,102
|
|
||
Less accumulated depreciation
|
2,132
|
|
|
1,694
|
|
||
Property, plant and equipment, net
|
$
|
11,922
|
|
|
$
|
11,408
|
|
(1)
|
Certain prior period amounts have been updated to conform to current period presentation.
|
|
September 30, 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
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(6
|
)
|
||||
Embedded derivatives in commodity contracts
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
(54
|
)
|
||||
Total carrying value in Consolidated Balance Sheets
|
$
|
—
|
|
|
$
|
(57
|
)
|
|
$
|
—
|
|
|
$
|
(60
|
)
|
Level 3 Instrument
|
|
Balance Sheet Classification
|
|
Unobservable Inputs
|
|
Value Range
|
|
Time Period
|
Commodity contracts
|
|
Liabilities
|
|
Forward ethane prices (per Gal)
(1)
|
|
$0.27 - $0.28
|
|
Oct. 17 - Dec. 17
|
|
|
|
|
Forward propane prices (per Gal)
(1)
|
|
$0.68 - $0.91
|
|
Oct. 17 - Dec. 18
|
|
|
|
|
Forward isobutane prices (per Gal)
(1)
|
|
$0.82 - $1.06
|
|
Oct. 17 - Dec. 18
|
|
|
|
|
Forward normal butane prices (per Gal)
(1)
|
|
$0.76 - $1.03
|
|
Oct. 17 - Dec. 18
|
|
|
|
|
Forward natural gasoline prices (per Gal)
(1)
|
|
$1.18 - $1.22
|
|
Oct. 17 - Dec. 18
|
|
|
|
|
|
|
|
|
|
Embedded derivatives in commodity contracts
|
|
Assets
|
|
ERCOT Pricing (per MegaWatt Hour)
|
|
$24.19 - $26.05
|
|
Oct. 17 - Dec. 17
|
|
|
Liabilities
|
|
Forward propane prices (per Gal)
(1)
|
|
$0.61 - $0.91
|
|
Oct. 17 - Dec. 22
|
|
|
|
|
Forward isobutane prices (per Gal)
(1)
|
|
$0.75 - $1.06
|
|
Oct. 17 - Dec. 22
|
|
|
|
|
Forward normal butane prices (per Gal)
(1)
|
|
$0.69 - $1.03
|
|
Oct. 17 - Dec. 22
|
|
|
|
|
Forward natural gasoline prices (per Gal)
(1)
|
|
$1.15 - $1.22
|
|
Oct. 17 - Dec. 22
|
|
|
|
|
Forward natural gas prices (per MMBtu)
(2)
|
|
$2.30 - $3.11
|
|
Oct. 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 decrease over time.
|
(2)
|
Natural gas prices used in the valuations 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
|
•
|
A single embedded derivative liability comprised of both the purchase of natural gas at prices impacted by the frac spread and the probability of contract renewal (the “Natural Gas Embedded Derivative”), as discussed further in Note
13
. Increases (decreases) in the frac spread result in an increase (decrease) in the fair value of the embedded derivative liability. An increase in the probability of renewal would result in an increase in the fair value of the related embedded derivative liability.
|
•
|
An embedded derivative related to utilities costs discussed further in Note 13. Increases in the forward Electric Reliability Council of Texas (“ERCOT”) prices result in a decrease in the fair value of the embedded derivative liability.
|
•
|
The estimated favorability of the contracts to the producer customer as compared to other options that would be available to them at the time and in the relative geographic area of their producing assets;
|
•
|
Extrapolated pricing curves, using a weighted average probability method that is based on historical frac spreads, which impact the calculation of favorability; 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 September 30, 2017
|
|
Nine Months Ended September 30, 2017
|
||||||||||||
(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
|
$
|
2
|
|
|
$
|
(43
|
)
|
|
$
|
(6
|
)
|
|
$
|
(54
|
)
|
Total losses (realized and unrealized) included in earnings
(1)
|
(10
|
)
|
|
(12
|
)
|
|
(3
|
)
|
|
(4
|
)
|
||||
Settlements
|
3
|
|
|
3
|
|
|
4
|
|
|
6
|
|
||||
Fair value at end of period
|
$
|
(5
|
)
|
|
$
|
(52
|
)
|
|
$
|
(5
|
)
|
|
$
|
(52
|
)
|
The amount of total losses for the period included in earnings attributable to the change in unrealized losses relating to liabilities still held at end of period
|
$
|
(7
|
)
|
|
$
|
(10
|
)
|
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
|
Three Months Ended September 30, 2016
|
|
Nine Months Ended September 30, 2016
|
||||||||||||
(In millions)
|
Commodity Derivative Contracts (net)
|
|
Embedded Derivatives in Commodity Contracts (net)
|
|
Commodity Derivative Contracts (net)
|
|
Embedded Derivatives in Commodity Contracts (net)
|
||||||||
Fair value at beginning of period
|
$
|
(4
|
)
|
|
$
|
(40
|
)
|
|
$
|
7
|
|
|
$
|
(32
|
)
|
Total gains (losses) (realized and unrealized) included in earnings
(1)
|
2
|
|
|
(6
|
)
|
|
(5
|
)
|
|
(17
|
)
|
||||
Settlements
|
(1
|
)
|
|
2
|
|
|
(6
|
)
|
|
5
|
|
||||
Netting adjustment
(2)
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Fair value at end of period
|
$
|
(3
|
)
|
|
$
|
(44
|
)
|
|
$
|
(3
|
)
|
|
$
|
(44
|
)
|
The amount of total losses for the period included in earnings attributable to the change in unrealized losses relating to liabilities still held at end of period
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
|
$
|
(15
|
)
|
(1)
|
Gains and losses on Commodity Derivative Contracts classified as Level 3 are recorded in
Product sales
in the accompanying Consolidated Statements of Income. Gains and losses on Embedded Derivatives in Commodity Contracts are recorded in
Purchased product costs
and
Cost of revenues
.
|
(2)
|
Certain derivative positions are subject to master netting agreements; therefore, the Partnership has elected to offset derivative assets and liabilities where legally permissible. The Partnership may hold positions with certain counterparties, which for GAAP purposes are classified within different levels of the fair value hierarchy and may be legally permissible to offset. This adjustment represents the total impact of offsetting Level 2 positions with Level 3 positions as of
September 30, 2016
.
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
(In millions)
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Long-term debt
|
$
|
7,619
|
|
|
$
|
6,869
|
|
|
$
|
4,953
|
|
|
$
|
4,422
|
|
SMR liability
|
106
|
|
|
92
|
|
|
108
|
|
|
96
|
|
Derivative contracts not designated as hedging instruments
|
|
Financial Position
|
|
Notional Quantity (net)
|
|
Crude Oil (bbl)
|
|
Short
|
|
18,400
|
|
Natural Gas (MMBtu)
|
|
Long
|
|
1,096,539
|
|
NGLs (gal)
|
|
Short
|
|
33,387,904
|
|
(In millions)
|
|
September 30, 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
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
$
|
—
|
|
|
$
|
(13
|
)
|
Other noncurrent assets / deferred credits and other liabilities
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
(47
|
)
|
||||
Total
|
|
$
|
—
|
|
|
$
|
(57
|
)
|
|
$
|
—
|
|
|
$
|
(60
|
)
|
(1)
|
Includes embedded derivatives in commodity contracts as discussed above.
|
|
September 30, 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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
Embedded derivatives in commodity contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
||||||
Total current derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
||||||
Non-current
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Embedded derivatives in commodity contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
(42
|
)
|
||||||
Total non-current derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
(42
|
)
|
||||||
Total derivative instruments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(57
|
)
|
|
$
|
—
|
|
|
$
|
(57
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Product sales
|
|
|
|
|
|
|
|
||||||||
Realized (loss) gain
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
6
|
|
Unrealized (loss) gain
|
(8
|
)
|
|
2
|
|
|
1
|
|
|
(12
|
)
|
||||
Total derivative (loss) gain related to product sales
|
(10
|
)
|
|
2
|
|
|
(2
|
)
|
|
(6
|
)
|
||||
Purchased product costs
|
|
|
|
|
|
|
|
||||||||
Realized loss
(1)
|
(2
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
(4
|
)
|
||||
Unrealized (loss) gain
|
(9
|
)
|
|
(3
|
)
|
|
1
|
|
|
(12
|
)
|
||||
Total derivative loss related to purchased product costs
|
(11
|
)
|
|
(4
|
)
|
|
(5
|
)
|
|
(16
|
)
|
||||
Cost of revenues
|
|
|
|
|
|
|
|
||||||||
Realized loss
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
Unrealized (loss) gain
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
||||
Total derivative loss related to cost of revenues
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Total derivative losses
|
$
|
(21
|
)
|
|
$
|
(3
|
)
|
|
$
|
(7
|
)
|
|
$
|
(23
|
)
|
(1)
|
Certain prior period amounts have been updated to conform to current period presentation.
|
(In millions)
|
September 30, 2017
|
|
December 31, 2016
|
||||
MPLX LP:
|
|
|
|
||||
Bank revolving credit facility due 2022
|
$
|
420
|
|
|
$
|
—
|
|
Term loan facility due 2019
|
—
|
|
|
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
|
7
|
|
|
8
|
|
||
Total
|
7,277
|
|
|
4,858
|
|
||
Unamortized debt issuance costs
|
(27
|
)
|
|
(7
|
)
|
||
Unamortized discount
|
(401
|
)
|
|
(428
|
)
|
||
Amounts due within one year
|
(1
|
)
|
|
(1
|
)
|
||
Total long-term debt due after one year
|
$
|
6,848
|
|
|
$
|
4,422
|
|
|
Nine Months Ended September 30,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Net cash provided by operating activities included:
|
|
|
|
||||
Interest paid (net of amounts capitalized)
|
$
|
207
|
|
|
$
|
158
|
|
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)
|
337
|
|
|
—
|
|
(1)
|
Contribution of assets to Sherwood Midstream and Sherwood Midstream Holdings. See Note
4
.
|
|
Nine Months Ended September 30,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Increase in capital accruals
|
$
|
55
|
|
|
$
|
—
|
|
•
|
L&S segment operating income attributable to MPLX LP increased approximately
$89 million
, or
72 percent
, for the three months ended
September 30, 2017
compared to the same period of
2016
due to
$74 million
from the inclusion of HST, WHC and MPLXT results after our acquisition as of March 1, 2017
and
$7 million from the acquisition of the Ozark pipeline.
|
•
|
G&P segment operating income attributable to MPLX LP increased approximately
$56 million
, or
19 percent
, for the three months ended
September 30, 2017
compared to the same period of
2016
. The G&P segment realized product price increases and volume increases during the
third
quarter of 2017 primarily due to expansions in the Southwest as well as growth at the Sherwood, Majorsville and Bluestone (previously referred to as Keystone) plants. Compared to the
third
quarter of
2016
, processing volumes were up approximately
11 percent
, fractionated volumes were up approximately
14 percent
and gathering volumes were up approximately
13 percent
.
|
•
|
On September 27, 2017, MPC authorized an offer of MPLX Fuels Distributions LLC and MPLX Refining Logistics LLC to MPLX LP in exchange for cash and limited and general partnership units. MPLX Fuels Distribution LLC is structured to provide a broad range of scheduling and marketing services as MPC’s sole and exclusive agent. MPLX Refining Logistics LLC contains the integrated tank farm assets that support MPC’s refining operations. These essential logistics assets include: approximately 56 million barrels storage capacity (crude, finished products and intermediates), 619 tanks, 32 rail and truck racks, and 18 docks and gasoline blenders. This offer, which is projected to contribute approximately $1.0 billion of annual EBITDA, is currently under review by the conflicts committee of the board of directors of our general partner. The transaction is expected to close no later than the end of the first quarter of 2018. If approved, this acquisition will complete a series of planned acquisitions of assets from MPC that began in early 2017. The combined sum of the three transactions totals an estimated $1.4 billion of annual EBITDA. The stable, fee-based earnings from these acquired assets add both scale and diversification to our portfolio of high-quality midstream assets.
|
•
|
On September 1, 2017, we acquired joint-interest ownerships in certain pipelines and storage facilities from MPC for
$420 million
in cash and the issuance of
$653 million
in MPLX LP equity. The acquired ownership interests include a
35 percent
ownership interest in Illinois Extension, a
40.7 percent
ownership interest in LOOP, a
58.52 percent
ownership interest in LOCAP, and a
24.51 percent
ownership interest in Explorer. The assets held by these entities include a
1,830
-mile refined products pipeline, storage facilities, pump stations, and an offshore deep water oil port located along the Gulf Coast. The infrastructure serves primarily the Midwest and Gulf Coast regions of the United States. There is
no
income associated with the Joint-Interest Acquisition included in the Consolidated Statements of Income since the
September 1, 2017
acquisition date, as we account for these equity method investments in arrears using the most recently available information.
|
•
|
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. As of the acquisition date, the assets consisted 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 NGL 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 had 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.
|
•
|
On March 1, 2017, we purchased the 433-mile, 22-inch Ozark crude oil pipeline for
$219 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
520
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. During the third quarter 2017, MPLX LP benefited from the first full quarter of earnings from its indirect interest in the Bakken Pipeline system. Initial cash distributions related to this investment were also received during the third quarter 2017.
|
•
|
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 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 $353 million of assets, comprised of real property, equipment and facilities, including three 200 MMcf/d gas processing plants then 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, the second new facility during the third quarter of 2017 and expects to commence operations of the third new facility during the first quarter of 2018. Construction of a fourth new facility was announced during the first quarter of 2017 and is expected to commence operations in late 2018. 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 July 21, 2017, the Partnership entered into a credit agreement to replace its previous $2.0 billion five-year bank revolving credit facility with a $2.25 billion five-year bank revolving credit facility that expires in July 2022. The financial covenants and the interest rate terms contained in the new credit agreement are substantially the same as those contained in the previous bank revolving credit facility. Additionally, on July 19, 2017, MPLX LP prepaid the entire outstanding principal amount of its $250 million term loan with cash on hand.
|
•
|
On February 10, 2017, we completed a public offering of $2.25 billion aggregate principal amount of senior notes (the “New Senior Notes”).
|
•
|
During the
nine
months ended
September 30, 2017
, we issued an aggregate of
13,846,998
commons units under our ATM Program, generating net proceeds of approximately
$473 million
. As of
September 30, 2017
,
$1.7 billion
of common units remain available for issuance through the ATM Program.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(In millions)
|
2017
|
|
2016
|
|
Variance
|
|
2017
|
|
2016
|
|
Variance
|
||||||||||||
Total revenues and other income
|
$
|
980
|
|
|
$
|
838
|
|
|
$
|
142
|
|
|
$
|
2,782
|
|
|
$
|
2,181
|
|
|
$
|
601
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of revenues (excludes items below)
|
129
|
|
|
122
|
|
|
7
|
|
|
381
|
|
|
329
|
|
|
52
|
|
||||||
Purchased product costs
|
170
|
|
|
117
|
|
|
53
|
|
|
441
|
|
|
310
|
|
|
131
|
|
||||||
Rental cost of sales
|
19
|
|
|
13
|
|
|
6
|
|
|
44
|
|
|
42
|
|
|
2
|
|
||||||
Rental cost of sales - related parties
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
||||||
Purchases - related parties
|
114
|
|
|
109
|
|
|
5
|
|
|
330
|
|
|
286
|
|
|
44
|
|
||||||
Depreciation and amortization
|
164
|
|
|
151
|
|
|
13
|
|
|
515
|
|
|
438
|
|
|
77
|
|
||||||
Impairment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|
(130
|
)
|
||||||
General and administrative expenses
|
59
|
|
|
56
|
|
|
3
|
|
|
174
|
|
|
172
|
|
|
2
|
|
||||||
Other taxes
|
14
|
|
|
12
|
|
|
2
|
|
|
40
|
|
|
37
|
|
|
3
|
|
||||||
Total costs and expenses
|
669
|
|
|
580
|
|
|
89
|
|
|
1,926
|
|
|
1,745
|
|
|
181
|
|
||||||
Income from operations
|
311
|
|
|
258
|
|
|
53
|
|
|
856
|
|
|
436
|
|
|
420
|
|
||||||
Related party interest and other financial costs
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
||||||
Interest expense, net of amounts capitalized
|
77
|
|
|
51
|
|
|
26
|
|
|
217
|
|
|
158
|
|
|
59
|
|
||||||
Other financial costs
|
15
|
|
|
13
|
|
|
2
|
|
|
40
|
|
|
37
|
|
|
3
|
|
||||||
Income before income taxes
|
218
|
|
|
194
|
|
|
24
|
|
|
598
|
|
|
240
|
|
|
358
|
|
||||||
Provision (benefit) for income taxes
|
1
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
(12
|
)
|
|
15
|
|
||||||
Net income
|
217
|
|
|
194
|
|
|
23
|
|
|
595
|
|
|
252
|
|
|
343
|
|
||||||
Less: Net income attributable to noncontrolling interests
|
1
|
|
|
2
|
|
|
(1
|
)
|
|
3
|
|
|
3
|
|
|
—
|
|
||||||
Less: Net income attributable to Predecessor
|
—
|
|
|
51
|
|
|
(51
|
)
|
|
36
|
|
|
149
|
|
|
(113
|
)
|
||||||
Net income attributable to MPLX LP
|
$
|
216
|
|
|
$
|
141
|
|
|
$
|
75
|
|
|
$
|
556
|
|
|
$
|
100
|
|
|
$
|
456
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjusted EBITDA attributable to MPLX LP
(1)
|
$
|
538
|
|
|
$
|
375
|
|
|
$
|
163
|
|
|
$
|
1,435
|
|
|
$
|
1,028
|
|
|
$
|
407
|
|
DCF
(1)
|
442
|
|
|
301
|
|
|
141
|
|
|
1,183
|
|
|
822
|
|
|
361
|
|
||||||
DCF attributable to GP and LP unitholders
(1)
|
426
|
|
|
285
|
|
|
141
|
|
|
1,134
|
|
|
797
|
|
|
337
|
|
(1)
|
Non-GAAP financial measure. See the following tables for reconciliations to the most directly comparable GAAP measures.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(In millions)
|
2017
|
|
2016
|
|
Variance
|
|
2017
|
|
2016
|
|
Variance
|
||||||||||||
Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
$
|
217
|
|
|
$
|
194
|
|
|
$
|
23
|
|
|
$
|
595
|
|
|
$
|
252
|
|
|
$
|
343
|
|
Depreciation and amortization
|
164
|
|
|
151
|
|
|
13
|
|
|
515
|
|
|
438
|
|
|
77
|
|
||||||
Provision (benefit) for income taxes
|
1
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
(12
|
)
|
|
15
|
|
||||||
Amortization of deferred financing costs
|
13
|
|
|
11
|
|
|
2
|
|
|
38
|
|
|
34
|
|
|
4
|
|
||||||
Non-cash equity-based compensation
|
4
|
|
|
3
|
|
|
1
|
|
|
10
|
|
|
9
|
|
|
1
|
|
||||||
Impairment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|
(130
|
)
|
||||||
Net interest and other financial costs
|
80
|
|
|
53
|
|
|
27
|
|
|
220
|
|
|
162
|
|
|
58
|
|
||||||
(Income) loss from equity method investments
|
(23
|
)
|
|
(6
|
)
|
|
(17
|
)
|
|
(29
|
)
|
|
72
|
|
|
(101
|
)
|
||||||
Distributions from unconsolidated subsidiaries
|
70
|
|
|
33
|
|
|
37
|
|
|
136
|
|
|
111
|
|
|
25
|
|
||||||
Distributions of cash received from Joint-Interest Acquisition entities to MPC
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
||||||
Other adjustments to equity method investment distributions
|
8
|
|
|
—
|
|
|
8
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||||
Unrealized derivative losses (gains)
(1)
|
17
|
|
|
2
|
|
|
15
|
|
|
(2
|
)
|
|
23
|
|
|
(25
|
)
|
||||||
Acquisition costs
|
2
|
|
|
—
|
|
|
2
|
|
|
6
|
|
|
(1
|
)
|
|
7
|
|
||||||
Adjusted EBITDA
|
540
|
|
|
441
|
|
|
99
|
|
|
1,487
|
|
|
1,218
|
|
|
269
|
|
||||||
Adjusted EBITDA attributable to noncontrolling interests
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
(5
|
)
|
|
(3
|
)
|
|
(2
|
)
|
||||||
Adjusted EBITDA attributable to Predecessor
(2)
|
—
|
|
|
(64
|
)
|
|
64
|
|
|
(47
|
)
|
|
(187
|
)
|
|
140
|
|
||||||
Adjusted EBITDA attributable to MPLX LP
|
538
|
|
|
375
|
|
|
163
|
|
|
1,435
|
|
|
1,028
|
|
|
407
|
|
||||||
Deferred revenue impacts
|
8
|
|
|
1
|
|
|
7
|
|
|
25
|
|
|
8
|
|
|
17
|
|
||||||
Net interest and other financial costs
|
(80
|
)
|
|
(53
|
)
|
|
(27
|
)
|
|
(220
|
)
|
|
(162
|
)
|
|
(58
|
)
|
||||||
Maintenance capital expenditures
|
(24
|
)
|
|
(25
|
)
|
|
1
|
|
|
(59
|
)
|
|
(58
|
)
|
|
(1
|
)
|
||||||
Other
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
||||||
Portion of DCF adjustments attributable to Predecessor
(2)
|
—
|
|
|
5
|
|
|
(5
|
)
|
|
2
|
|
|
8
|
|
|
(6
|
)
|
||||||
DCF
|
442
|
|
|
301
|
|
|
141
|
|
|
1,183
|
|
|
822
|
|
|
361
|
|
||||||
Preferred unit distributions
|
(16
|
)
|
|
(16
|
)
|
|
—
|
|
|
(49
|
)
|
|
(25
|
)
|
|
(24
|
)
|
||||||
DCF attributable to GP and LP unitholders
|
$
|
426
|
|
|
$
|
285
|
|
|
$
|
141
|
|
|
$
|
1,134
|
|
|
$
|
797
|
|
|
$
|
337
|
|
|
Nine Months Ended September 30,
|
||||||||||
(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
|
$
|
1,338
|
|
|
$
|
975
|
|
|
$
|
363
|
|
Changes in working capital items
|
(41
|
)
|
|
59
|
|
|
(100
|
)
|
|||
All other, net
|
(43
|
)
|
|
(18
|
)
|
|
(25
|
)
|
|||
Non-cash equity-based compensation
|
10
|
|
|
9
|
|
|
1
|
|
|||
Net gain on disposal of assets
|
1
|
|
|
1
|
|
|
—
|
|
|||
Net interest and other financial costs
|
220
|
|
|
162
|
|
|
58
|
|
|||
Current income taxes
|
1
|
|
|
4
|
|
|
(3
|
)
|
|||
Asset retirement expenditures
|
2
|
|
|
4
|
|
|
(2
|
)
|
|||
Unrealized derivative (gains) losses
(1)
|
(2
|
)
|
|
23
|
|
|
(25
|
)
|
|||
Acquisition costs
|
6
|
|
|
(1
|
)
|
|
7
|
|
|||
Distributions of cash received from Joint-Interest Acquisition entities to MPC
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|||
Other adjustments to equity method investment distributions
|
8
|
|
|
—
|
|
|
8
|
|
|||
Adjusted EBITDA
|
1,487
|
|
|
1,218
|
|
|
269
|
|
|||
Adjusted EBITDA attributable to noncontrolling interests
|
(5
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|||
Adjusted EBITDA attributable to Predecessor
(2)
|
(47
|
)
|
|
(187
|
)
|
|
140
|
|
|||
Adjusted EBITDA attributable to MPLX LP
|
1,435
|
|
|
1,028
|
|
|
407
|
|
|||
Deferred revenue impacts
|
25
|
|
|
8
|
|
|
17
|
|
|||
Net interest and other financial costs
|
(220
|
)
|
|
(162
|
)
|
|
(58
|
)
|
|||
Maintenance capital expenditures
|
(59
|
)
|
|
(58
|
)
|
|
(1
|
)
|
|||
Other
|
—
|
|
|
(2
|
)
|
|
2
|
|
|||
Portion of DCF adjustments attributable to Predecessor
(2)
|
2
|
|
|
8
|
|
|
(6
|
)
|
|||
DCF
|
1,183
|
|
|
822
|
|
|
361
|
|
|||
Preferred unit distributions
|
(49
|
)
|
|
(25
|
)
|
|
(24
|
)
|
|||
DCF attributable to GP and LP unitholders
|
$
|
1,134
|
|
|
$
|
797
|
|
|
$
|
337
|
|
(1)
|
The Partnership makes a distinction between realized or unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, changes in the fair value of the derivative are recorded as an unrealized gain or loss. When a derivative contract matures or is settled, the previously recorded unrealized gain or loss is reversed and the realized gain or loss of the contract is recorded.
|
(2)
|
The Adjusted EBITDA and DCF adjustments related to Predecessor are excluded from Adjusted EBITDA attributable to MPLX LP and DCF prior to the acquisition dates.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(In millions)
|
2017
|
|
2016
|
|
Variance
|
|
2017
|
|
2016
|
|
Variance
|
||||||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment revenues
|
$
|
378
|
|
|
$
|
339
|
|
|
$
|
39
|
|
|
$
|
1,095
|
|
|
$
|
901
|
|
|
$
|
194
|
|
Segment other income
|
11
|
|
|
12
|
|
|
(1
|
)
|
|
35
|
|
|
42
|
|
|
(7
|
)
|
||||||
Total segment revenues and other income
|
389
|
|
|
351
|
|
|
38
|
|
|
1,130
|
|
|
943
|
|
|
187
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment cost of revenues
|
176
|
|
|
153
|
|
|
23
|
|
|
500
|
|
|
392
|
|
|
108
|
|
||||||
Segment operating income before portion attributable to noncontrolling interests and Predecessor
|
213
|
|
|
198
|
|
|
15
|
|
|
630
|
|
|
551
|
|
|
79
|
|
||||||
Segment portion attributable to noncontrolling interests and Predecessor
|
—
|
|
|
74
|
|
|
(74
|
)
|
|
53
|
|
|
216
|
|
|
(163
|
)
|
||||||
Segment operating income attributable to MPLX LP
|
$
|
213
|
|
|
$
|
124
|
|
|
$
|
89
|
|
|
$
|
577
|
|
|
$
|
335
|
|
|
$
|
242
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(In millions)
|
2017
|
|
2016
|
|
Variance
|
|
2017
|
|
2016
|
|
Variance
|
||||||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment revenues
|
$
|
669
|
|
|
$
|
567
|
|
|
$
|
102
|
|
|
$
|
1,869
|
|
|
$
|
1,595
|
|
|
$
|
274
|
|
Segment other income
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
1
|
|
||||||
Total segment revenues and other income
|
670
|
|
|
568
|
|
|
102
|
|
|
1,871
|
|
|
1,596
|
|
|
275
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment cost of revenues
|
276
|
|
|
239
|
|
|
37
|
|
|
781
|
|
|
662
|
|
|
119
|
|
||||||
Segment operating income before portion attributable to noncontrolling interests
|
394
|
|
|
329
|
|
|
65
|
|
|
1,090
|
|
|
934
|
|
|
156
|
|
||||||
Segment portion attributable to noncontrolling interests
|
45
|
|
|
36
|
|
|
9
|
|
|
119
|
|
|
113
|
|
|
6
|
|
||||||
Segment operating income attributable to MPLX LP
|
$
|
349
|
|
|
$
|
293
|
|
|
$
|
56
|
|
|
$
|
971
|
|
|
$
|
821
|
|
|
$
|
150
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(In millions)
|
2017
|
|
2016
|
|
Variance
|
|
2017
|
|
2016
|
|
Variance
|
||||||||||||
Reconciliation to Income from operations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
L&S segment operating income attributable to MPLX LP
|
$
|
213
|
|
|
$
|
124
|
|
|
$
|
89
|
|
|
$
|
577
|
|
|
$
|
335
|
|
|
$
|
242
|
|
G&P segment operating income attributable to MPLX LP
|
349
|
|
|
293
|
|
|
56
|
|
|
971
|
|
|
821
|
|
|
150
|
|
||||||
Segment operating income attributable to MPLX LP
|
562
|
|
|
417
|
|
|
145
|
|
|
1,548
|
|
|
1,156
|
|
|
392
|
|
||||||
Segment portion attributable to unconsolidated affiliates
|
(47
|
)
|
|
(41
|
)
|
|
(6
|
)
|
|
(125
|
)
|
|
(130
|
)
|
|
5
|
|
||||||
Segment portion attributable to Predecessor
|
—
|
|
|
74
|
|
|
(74
|
)
|
|
53
|
|
|
216
|
|
|
(163
|
)
|
||||||
Income (loss) from equity method investments
|
23
|
|
|
6
|
|
|
17
|
|
|
29
|
|
|
(72
|
)
|
|
101
|
|
||||||
Other income - related parties
|
13
|
|
|
11
|
|
|
2
|
|
|
38
|
|
|
29
|
|
|
9
|
|
||||||
Unrealized derivative (losses) gains
(1)
|
(17
|
)
|
|
(2
|
)
|
|
(15
|
)
|
|
2
|
|
|
(23
|
)
|
|
25
|
|
||||||
Depreciation and amortization
|
(164
|
)
|
|
(151
|
)
|
|
(13
|
)
|
|
(515
|
)
|
|
(438
|
)
|
|
(77
|
)
|
||||||
Impairment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(130
|
)
|
|
130
|
|
||||||
General and administrative expenses
|
(59
|
)
|
|
(56
|
)
|
|
(3
|
)
|
|
(174
|
)
|
|
(172
|
)
|
|
(2
|
)
|
||||||
Income from operations
|
$
|
311
|
|
|
$
|
258
|
|
|
$
|
53
|
|
|
$
|
856
|
|
|
$
|
436
|
|
|
$
|
420
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(In millions)
|
2017
|
|
2016
|
|
Variance
|
|
2017
|
|
2016
|
|
Variance
|
||||||||||||
Reconciliation to Total revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total segment revenues and other income
|
$
|
1,059
|
|
|
$
|
919
|
|
|
$
|
140
|
|
|
$
|
3,001
|
|
|
$
|
2,539
|
|
|
$
|
462
|
|
Revenue adjustment from unconsolidated affiliates
|
(107
|
)
|
|
(100
|
)
|
|
(7
|
)
|
|
(287
|
)
|
|
(303
|
)
|
|
16
|
|
||||||
Income (loss) from equity method investments
|
23
|
|
|
6
|
|
|
17
|
|
|
29
|
|
|
(72
|
)
|
|
101
|
|
||||||
Other income - related parties
|
13
|
|
|
11
|
|
|
2
|
|
|
38
|
|
|
29
|
|
|
9
|
|
||||||
Unrealized derivative (losses) gains related to product sales
(1)
|
(8
|
)
|
|
2
|
|
|
(10
|
)
|
|
1
|
|
|
(12
|
)
|
|
13
|
|
||||||
Total revenues and other income
|
$
|
980
|
|
|
$
|
838
|
|
|
$
|
142
|
|
|
$
|
2,782
|
|
|
$
|
2,181
|
|
|
$
|
601
|
|
(1)
|
The Partnership makes a distinction between realized or unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, changes in the fair value of the derivative are recorded as an unrealized gain or loss. When a derivative contract matures or is settled, the previously recorded unrealized gain or loss is reversed and the realized gain or loss of the contract is recorded.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(In millions)
|
2017
|
|
2016
|
|
Variance
|
|
2017
|
|
2016
|
|
Variance
|
||||||||||||
Reconciliation to Net income attributable to noncontrolling interests and Predecessor:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment portion attributable to noncontrolling interests and Predecessor
|
$
|
45
|
|
|
$
|
110
|
|
|
$
|
(65
|
)
|
|
$
|
172
|
|
|
$
|
329
|
|
|
$
|
(157
|
)
|
Portion of noncontrolling interests and Predecessor related to items below segment income from operations
|
(21
|
)
|
|
(39
|
)
|
|
18
|
|
|
(84
|
)
|
|
(157
|
)
|
|
73
|
|
||||||
Portion of operating income attributable to noncontrolling interests of unconsolidated affiliates
|
(23
|
)
|
|
(18
|
)
|
|
(5
|
)
|
|
(49
|
)
|
|
(20
|
)
|
|
(29
|
)
|
||||||
Net income attributable to noncontrolling interests and Predecessor
|
$
|
1
|
|
|
$
|
53
|
|
|
$
|
(52
|
)
|
|
$
|
39
|
|
|
$
|
152
|
|
|
$
|
(113
|
)
|
|
Fee-Based
|
|
Percent-of-Proceeds
(1)
|
|
Keep-Whole
(2)
|
|||
L&S
|
100
|
%
|
|
—
|
%
|
|
—
|
%
|
G&P
(3)
|
86
|
%
|
|
12
|
%
|
|
2
|
%
|
Total
|
92
|
%
|
|
7
|
%
|
|
1
|
%
|
|
Fee-Based
|
|
Percent-of-Proceeds
(1)
|
|
Keep-Whole
(2)
|
|||
L&S
|
100
|
%
|
|
—
|
%
|
|
—
|
%
|
G&P
(3)
|
87
|
%
|
|
11
|
%
|
|
2
|
%
|
Total
|
93
|
%
|
|
6
|
%
|
|
1
|
%
|
(1)
|
Includes condensate sales and other types of arrangements tied to NGL prices.
|
(2)
|
Includes condensate sales and other types of arrangements tied to both NGL and natural gas prices.
|
(3)
|
Includes unconsolidated affiliates (See Note
4
of the Notes to Consolidated Financial Statements).
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Reconciliation of net operating margin to income from operations:
|
|
|
|
|
|
|
|
||||||||
Segment revenues
|
$
|
1,047
|
|
|
$
|
906
|
|
|
$
|
2,964
|
|
|
$
|
2,496
|
|
Purchased product costs
|
(170
|
)
|
|
(117
|
)
|
|
(441
|
)
|
|
(310
|
)
|
||||
Total derivative loss related to purchased product costs
|
11
|
|
|
4
|
|
|
5
|
|
|
16
|
|
||||
Other
|
(1
|
)
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||
Net operating margin
|
887
|
|
|
793
|
|
|
2,523
|
|
|
2,197
|
|
||||
Revenue adjustment from unconsolidated affiliates
(2)
|
(107
|
)
|
|
(100
|
)
|
|
(287
|
)
|
|
(303
|
)
|
||||
Realized derivative loss related to purchased product costs
(1)
|
(2
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
(4
|
)
|
||||
Other
|
2
|
|
|
1
|
|
|
6
|
|
|
4
|
|
||||
Unrealized derivative (losses) gains
(1)
|
(17
|
)
|
|
(2
|
)
|
|
2
|
|
|
(23
|
)
|
||||
Income (loss) from equity method investments
|
23
|
|
|
6
|
|
|
29
|
|
|
(72
|
)
|
||||
Other income
|
2
|
|
|
2
|
|
|
5
|
|
|
5
|
|
||||
Other income - related parties
|
22
|
|
|
22
|
|
|
69
|
|
|
67
|
|
||||
Cost of revenues (excludes items below)
|
(129
|
)
|
|
(122
|
)
|
|
(381
|
)
|
|
(329
|
)
|
||||
Rental cost of sales
|
(19
|
)
|
|
(13
|
)
|
|
(44
|
)
|
|
(42
|
)
|
||||
Rental cost of sales - related parties
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Purchases - related parties
|
(114
|
)
|
|
(109
|
)
|
|
(330
|
)
|
|
(286
|
)
|
||||
Depreciation and amortization
|
(164
|
)
|
|
(151
|
)
|
|
(515
|
)
|
|
(438
|
)
|
||||
Impairment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(130
|
)
|
||||
General and administrative expenses
|
(59
|
)
|
|
(56
|
)
|
|
(174
|
)
|
|
(172
|
)
|
||||
Other taxes
|
(14
|
)
|
|
(12
|
)
|
|
(40
|
)
|
|
(37
|
)
|
||||
Income from operations
|
$
|
311
|
|
|
$
|
258
|
|
|
$
|
856
|
|
|
$
|
436
|
|
(1)
|
The Partnership makes a distinction between realized or unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, changes in the fair value of the derivative are recorded as an unrealized gain or loss. When a derivative contract matures or is settled, the previously recorded unrealized gain or loss is reversed and the realized gain or loss of the contract is recorded.
|
(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
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
L&S
|
|
|
|
|
|
|
|
||||||||
Pipeline throughput (mbpd)
(1)
|
|
|
|
|
|
|
|
||||||||
Crude oil pipelines
|
2,046
|
|
|
1,775
|
|
|
1,901
|
|
|
1,665
|
|
||||
Product pipelines
|
1,131
|
|
|
992
|
|
|
1,051
|
|
|
989
|
|
||||
Total pipelines
|
3,177
|
|
|
2,767
|
|
|
2,952
|
|
|
2,654
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Average tariff rates ($ per barrel)
(1)(2)
|
|
|
|
|
|
|
|
||||||||
Crude oil pipelines
|
$
|
0.54
|
|
|
$
|
0.55
|
|
|
$
|
0.57
|
|
|
$
|
0.57
|
|
Product pipelines
|
0.75
|
|
|
0.69
|
|
|
0.74
|
|
|
0.67
|
|
||||
Total pipelines
|
0.62
|
|
|
0.60
|
|
|
0.63
|
|
|
0.61
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Terminal throughput (mbpd)
|
1,496
|
|
|
1,517
|
|
|
1,470
|
|
|
1,510
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Marine Assets (number in operation)
(3)
|
|
|
|
|
|
|
|
||||||||
Barges
|
232
|
|
|
217
|
|
|
232
|
|
|
217
|
|
||||
Towboats
|
18
|
|
|
18
|
|
|
18
|
|
|
18
|
|
||||
|
|
|
|
|
|
|
|
||||||||
G&P
|
|
|
|
|
|
|
|
||||||||
Gathering Throughput (MMcf/d)
|
|
|
|
|
|
|
|
||||||||
Marcellus Operations
|
1,005
|
|
|
946
|
|
|
965
|
|
|
922
|
|
||||
Utica Operations
(4)
|
1,324
|
|
|
916
|
|
|
1,065
|
|
|
936
|
|
||||
Southwest Operations
(5)
|
1,400
|
|
|
1,444
|
|
|
1,385
|
|
|
1,455
|
|
||||
Total gathering throughput
|
3,729
|
|
|
3,306
|
|
|
3,415
|
|
|
3,313
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Natural Gas Processed (MMcf/d)
|
|
|
|
|
|
|
|
||||||||
Marcellus Operations
|
3,986
|
|
|
3,273
|
|
|
3,778
|
|
|
3,166
|
|
||||
Utica Operations
(4)
|
1,000
|
|
|
1,050
|
|
|
982
|
|
|
1,068
|
|
||||
Southwest Operations
|
1,331
|
|
|
1,339
|
|
|
1,310
|
|
|
1,209
|
|
||||
Southern Appalachian Operations
|
264
|
|
|
244
|
|
|
266
|
|
|
248
|
|
||||
Total natural gas processed
|
6,581
|
|
|
5,906
|
|
|
6,336
|
|
|
5,691
|
|
||||
|
|
|
|
|
|
|
|
||||||||
C2 + NGLs Fractionated (mbpd)
|
|
|
|
|
|
|
|
||||||||
Marcellus Operations
(6)
|
326
|
|
|
274
|
|
|
310
|
|
|
254
|
|
||||
Utica Operations
(4)(6)
|
39
|
|
|
41
|
|
|
40
|
|
|
43
|
|
||||
Southwest Operations
|
18
|
|
|
19
|
|
|
19
|
|
|
17
|
|
||||
Southern Appalachian Operations
(7)
|
14
|
|
|
14
|
|
|
15
|
|
|
16
|
|
||||
Total C2 + NGLs fractionated
(8)
|
397
|
|
|
348
|
|
|
384
|
|
|
330
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Pricing Information
|
|
|
|
|
|
|
|
||||||||
Natural Gas NYMEX HH ($ per MMBtu)
|
$
|
2.96
|
|
|
$
|
2.80
|
|
|
$
|
3.05
|
|
|
$
|
2.34
|
|
C2 + NGL Pricing ($ per gallon)
(9)
|
$
|
0.66
|
|
|
$
|
0.46
|
|
|
$
|
0.62
|
|
|
$
|
0.44
|
|
(1)
|
Pipeline throughput and tariff rates as of
September 30, 2016
have been retrospectively adjusted to reflect the acquisition of HST.
|
(2)
|
Average tariff rates calculated using pipeline transportation revenues divided by pipeline throughput barrels.
|
(3)
|
Represents total at end of period.
|
(4)
|
Includes unconsolidated equity method investments that are shown consolidated for segment purposes only.
|
(5)
|
Includes approximately
two
MMcf/d related to the unconsolidated equity method investment, Wirth, for the
three months ended
September 30, 2017
, and
230
MMcf/d related to unconsolidated equity method investments, Wirth and MarkWest Pioneer, for the
nine
months ended
September 30, 2017
. Includes approximately
307
MMcf/d and
299
MMcf/d related to unconsolidated equity method investments, Wirth and MarkWest Pioneer, for the
three and nine
months ended
September 30, 2016
, respectively.
|
(6)
|
Hopedale is jointly owned by 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. Additionally, Sherwood Midstream has the right to fractionation revenue and the obligation to pay expenses related to
20
mbpd of capacity in the Hopedale 3 fractionator.
|
(7)
|
Includes NGLs fractionated for the Marcellus Operations and Utica Operations.
|
(8)
|
Purity ethane makes up approximately
164
mbpd and
160
mbpd of total fractionated products for the
three and nine
months ended
September 30, 2017
, respectively, and approximately
137
mbpd and
125
mbpd of total fractionated products for the
three and nine
months ended
September 30, 2016
, respectively.
|
(9)
|
C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 35 percent ethane, 35 percent propane, six percent Iso-Butane, 12 percent normal butane and 12 percent natural gasoline.
|
|
Nine Months Ended September 30,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
1,338
|
|
|
$
|
975
|
|
Investing activities
|
(1,837
|
)
|
|
(892
|
)
|
||
Financing activities
|
268
|
|
|
82
|
|
||
Total
|
$
|
(231
|
)
|
|
$
|
165
|
|
(In millions)
|
September 30, 2017
|
|
December 31, 2016
|
||||
MPLX LP:
|
|
|
|
||||
Bank revolving credit facility due 2022
|
$
|
420
|
|
|
$
|
—
|
|
Term loan facility due 2019
|
—
|
|
|
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
|
7
|
|
|
8
|
|
||
Total
|
7,277
|
|
|
4,858
|
|
||
Unamortized debt issuance costs
|
(27
|
)
|
|
(7
|
)
|
||
Unamortized discount
|
(401
|
)
|
|
(428
|
)
|
||
Amounts due within one year
|
(1
|
)
|
|
(1
|
)
|
||
Total long-term debt due after one year
|
$
|
6,848
|
|
|
$
|
4,422
|
|
Rating Agency
|
|
Rating
|
Moody’s
|
|
Baa3 (stable outlook)
|
Standard & Poor’s
|
|
BBB- (stable outlook)
|
Fitch
|
|
BBB- (stable outlook)
|
|
September 30, 2017
|
||||||||||
(In millions)
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Available
Capacity
|
||||||
MPLX LP - bank revolving credit facility expiring 2022
(1)
|
$
|
2,250
|
|
|
$
|
(423
|
)
|
|
$
|
1,827
|
|
MPC Investment - loan agreement
|
500
|
|
|
(202
|
)
|
|
298
|
|
|||
Total liquidity
|
$
|
2,750
|
|
|
$
|
(625
|
)
|
|
$
|
2,125
|
|
Cash and cash equivalents
|
|
|
|
|
3
|
|
|||||
Total liquidity
|
|
|
|
|
$
|
2,128
|
|
(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
|
183,509
|
|
|
—
|
|
|
3,745
|
|
|
187,254
|
|
Issuance of units under the ATM Program
|
13,846,998
|
|
|
—
|
|
|
282,591
|
|
|
14,129,589
|
|
Contribution of HST/WHC/MPLXT
|
12,960,376
|
|
|
—
|
|
|
264,497
|
|
|
13,224,873
|
|
Contribution of the Joint-Interest Acquisition
|
18,511,134
|
|
|
—
|
|
|
377,778
|
|
|
18,888,912
|
|
Class B conversion
|
4,350,057
|
|
|
(3,990,878
|
)
|
|
7,330
|
|
|
366,509
|
|
Balance at September 30, 2017
|
407,045,362
|
|
|
—
|
|
|
8,307,046
|
|
|
415,352,408
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Distribution declared:
|
|
|
|
|
|
|
|
||||||||
Limited partner units - public
|
$
|
170
|
|
|
$
|
135
|
|
|
$
|
481
|
|
|
$
|
393
|
|
Limited partner units - MPC
|
54
|
|
|
44
|
|
|
152
|
|
|
114
|
|
||||
Limited partner units - GP
|
8
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||
General partner units - MPC
|
7
|
|
|
5
|
|
|
18
|
|
|
13
|
|
||||
IDRs - MPC
|
81
|
|
|
49
|
|
|
211
|
|
|
135
|
|
||||
Total GP & LP distribution declared
|
320
|
|
|
233
|
|
|
877
|
|
|
655
|
|
||||
Redeemable preferred units
|
16
|
|
|
16
|
|
|
49
|
|
|
25
|
|
||||
Total distribution declared
|
$
|
336
|
|
|
$
|
249
|
|
|
$
|
926
|
|
|
$
|
680
|
|
|
|
|
|
|
|
|
|
||||||||
Cash distributions declared per limited partner common unit
|
$
|
0.5875
|
|
|
$
|
0.5150
|
|
|
$
|
1.6900
|
|
|
$
|
1.5300
|
|
|
Nine Months Ended September 30,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Capital expenditures:
|
|
|
|
||||
Maintenance
|
$
|
59
|
|
|
$
|
58
|
|
Expansion
|
1,002
|
|
|
889
|
|
||
Total capital expenditures
|
1,061
|
|
|
947
|
|
||
Less: Increase in capital accruals
|
55
|
|
|
—
|
|
||
Asset retirement expenditures
|
2
|
|
|
4
|
|
||
Additions to property, plant and equipment
|
1,004
|
|
|
943
|
|
||
Capital expenditures of unconsolidated subsidiaries
(1)
|
306
|
|
|
94
|
|
||
Total gross capital expenditures
|
1,310
|
|
|
1,037
|
|
||
Less: Joint venture partner contributions
(2)
|
132
|
|
|
45
|
|
||
Total capital expenditures, net
|
1,178
|
|
|
992
|
|
||
Less: Maintenance capital
|
60
|
|
|
58
|
|
||
Total growth capital
|
$
|
1,118
|
|
|
$
|
934
|
|
(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 (Oct - Dec)
|
|
200
|
|
|
$
|
54.25
|
|
|
$
|
42
|
|
Natural Gas Swaps
|
|
Volumes (MMBtu/d)
|
|
WAVG Price
(Per MMBtu) |
|
Fair Value
(in thousands) |
|||||
2017 (Oct - Dec)
|
|
1,832
|
|
|
$
|
3.03
|
|
|
$
|
(30
|
)
|
2018
|
|
2,542
|
|
|
$
|
2.78
|
|
|
$
|
4
|
|
Ethane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price
(Per Gal) |
|
Fair Value
(in thousands) |
|||||
2017 (Oct - Dec)
|
|
54,600
|
|
|
$
|
0.27
|
|
|
$
|
(47
|
)
|
Propane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price
(Per Gal) |
|
Fair Value
(in thousands) |
|||||
2017 (Oct - Dec)
|
|
119,932
|
|
|
$
|
0.61
|
|
|
$
|
(3,164
|
)
|
2018
|
|
16,925
|
|
|
$
|
0.64
|
|
|
$
|
(506
|
)
|
IsoButane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price
(Per Gal) |
|
Fair Value
(in thousands) |
|||||
2017 (Oct - Dec)
|
|
10,730
|
|
|
$
|
0.81
|
|
|
$
|
(236
|
)
|
2018
|
|
1,655
|
|
|
$
|
0.80
|
|
|
$
|
(38
|
)
|
Normal Butane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price
(Per Gal) |
|
Fair Value
(in thousands) |
|||||
2017 (Oct - Dec)
|
|
31,622
|
|
|
$
|
0.75
|
|
|
$
|
(823
|
)
|
2018
|
|
4,595
|
|
|
$
|
0.75
|
|
|
$
|
(120
|
)
|
Natural Gasoline Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price
(Per Gal) |
|
Fair Value
(in thousands) |
|||||
2017 (Oct - Dec)
|
|
41,827
|
|
|
$
|
1.13
|
|
|
$
|
(346
|
)
|
2018
|
|
3,089
|
|
|
$
|
1.18
|
|
|
$
|
(20
|
)
|
(In millions)
|
Fair value as of
September 30, 2017 (1) |
|
Change in Fair Value
(2)
|
|
Change in Income Before Income Taxes for the Nine Months Ended September 30, 2017
(3)
|
||||||
Long-term debt
|
|
|
|
|
|
||||||
Fixed-rate
|
$
|
7,199
|
|
|
$
|
575
|
|
|
N/A
|
|
|
Variable-rate
|
$
|
420
|
|
|
N/A
|
|
|
$
|
2
|
|
(1)
|
Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.
|
(2)
|
Assumes a 100-basis-point decrease in the weighted average yield-to-maturity at
September 30, 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
nine
months ended
September 30, 2017
.
|
•
|
The MPLX Plan applies to certain senior executives who provide services to the Partnership, the Corporation or any of their respective subsidiaries or affiliates.
|
•
|
A participant is generally entitled to receive benefits under the MPLX Plan if within two years following a Partnership Change in Control (as defined in the MPLX Plan), the participant’s employment is terminated without cause or for good reason, with good reason generally being defined in the MPLX Plan as a reduction in the participant’s roles, responsibilities, pay or benefits or the participant is required to relocate more than 50 miles from his or her current location. However, benefits are not payable if the termination is for cause or due to mandatory retirement, death, disability or resignation (other than for good reason) by the participant.
|
•
|
In addition to any earned but unpaid salary, a lump sum cash amount equal to the value of the participant’s unused vacation days and any normal post-termination compensation and benefits under the retirement, insurance and other compensation and benefit plans in which the participant participates, upon a Partnership Change in Control and Qualified Termination (as defined in the MPLX Plan), participants are eligible to receive: (i) a cash payment equal to three times the sum of the participant’s base salary and the highest bonus paid in the three years before the Qualified Termination or, if higher, in the three years before the Partnership Change in Control; (ii) life and health insurance benefits for up to 36 months after termination at the active employee cost; (iii) benefits that are equivalent to the retiree medical and life benefit provided under the MPC Plan; and (iv) a cash payment that is equivalent to the supplemental retirement benefit and supplemental savings benefit provided under the MPC Plan.
|
•
|
Participants who incur a Qualified Termination or who separate from service with all of the Partnership, the General Partner and any applicable buyer or successor entity within two years after the Partnership Change in Control under circumstances that would have resulted in a Qualified Termination had such separation occurred at the time of the Partnership Change in Control and participants who remain in service with the Corporation (and its affiliates) following the Partnership Change in Control may become eligible for the following benefits: (i) all Partnership equity awards that vest based solely upon the passage of time will be become vested and exercisable; and (ii) all Partnership equity awards that vest based on the attainment of performance goals will become vested as to the entire award with payment as follows (a) with respect to the period prior to the Partnership Change in Control (“Pre-CiC Period”), the award will be determined using actual performance during the Pre-CiC Period; and (b) with respect to the period after the Partnership Change in Control, the award will be determined assuming performance goals were satisfied at target levels. Participants who incur a Qualified Termination and participants who remain in or commence services with the Partnership, General Partner or any applicable buyer or successor entity (or any of their affiliates) following the Partnership Change in Control are eligible for the following benefits: (i) all Corporation equity awards will become vested and exercisable; (ii) the vesting of any Corporation equity awards that otherwise would vest based on the attainment of performance goals shall remain subject to the attainment of applicable performance goals at the end of the regularly scheduled performance period.
|
•
|
The Corporation and the General Partner may at any time amend or terminate the MPLX Plan, provided that, for a period of two years following a Partnership Change in Control, the MPLX Plan may not be amended in a manner adverse to a participant with respect to that Partnership Change in Control. Any amendment or termination shall be set out in an instrument in writing and executed by an appropriate officer.
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
|
|
|
8-K
|
|
2.1
|
|
|
9/1/2017
|
|
001-35714
|
|
|
|
|
||
|
|
S-1
|
|
3.1
|
|
|
7/2/2012
|
|
333-182500
|
|
|
|
|
||
|
|
S-1/A
|
|
3.2
|
|
|
10/9/2012
|
|
333-182500
|
|
|
|
|
||
|
|
10-Q
|
|
3.3
|
|
|
10/31/2016
|
|
001-35714
|
|
|
|
|
||
|
|
10-K
|
|
3.4
|
|
|
2/24/2017
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
10.1
|
|
|
7/27/2017
|
|
001-35714
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|||
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
MPLX LP
|
|
|
|
|
|
|
|
By:
|
|
MPLX GP LLC
|
|
|
|
Its general partner
|
|
|
|
|
Date: October 30, 2017
|
By:
|
|
/s/ Paula L. Rosson
|
|
|
|
Paula L. Rosson
|
|
|
|
Senior Vice President and Chief Accounting Officer of MPLX GP LLC
(the general partner of MPLX LP)
|
1.
|
The Restricted Stock Award Agreement shall be amended as of the Effective Date by adding the following new Paragraph 2(c) to the end of existing Paragraph 2:
|
2.
|
Except as expressly provided for in this Amendment, no other term or provision of the Restricted Stock Award Agreement is amended or modified in any respect.
|
3.
|
Except as set forth in this Amendment, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Restricted Stock Award Agreement or the Plan.
|
MARATHON PETROLEUM CORPORATION
|
||
|
|
|
|
|
|
|
|
|
By
|
|
/s/ Gary R. Heminger
|
|
|
Authorized Officer
|
|
|
|
|
|
|
PARTICIPANT
|
||
|
|
|
|
|
|
|
|
|
|
|
/s/ C. Corwin Bromley
|
|
|
C. Corwin Bromley
|
|
|
|
|
|
|
MARATHON PETROLEUM CORPORATION
|
||
|
|
|
|
|
/s/ David R. Sauber
|
By:
Its:
|
|
|
|
|
|
MPLX GP LLC
|
||
|
|
|
|
|
/s/ Gary R. Heminger
|
By:
Its:
|
|
|
1.
|
I have reviewed this report on Form 10-Q of MPLX LP;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
(a)
|
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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
5.
|
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):
|
(a)
|
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
|
(b)
|
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.
|
Date: October 30, 2017
|
|
/s/ Gary R. Heminger
|
|
|
Gary R. Heminger
|
|
|
Chairman of the Board of Directors and Chief Executive Officer of MPLX GP LLC (the general partner of MPLX LP)
|
1.
|
I have reviewed this report on Form 10-Q of MPLX LP;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
(a)
|
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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
5.
|
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):
|
(a)
|
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
|
(b)
|
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.
|
Date: October 30, 2017
|
|
/s/ Pamela K.M. Beall
|
|
|
Pamela K.M. Beall
|
|
|
Director, Executive Vice President and Chief Financial Officer of MPLX GP LLC
(the general partner of MPLX LP)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Date: October 30, 2017
|
|
|
|
|
|
/s/ Gary R. Heminger
|
|
|
Gary R. Heminger
|
|
|
Chairman of the Board of Directors and Chief Executive Officer of MPLX GP LLC (the general partner of MPLX LP)
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Date: October 30, 2017
|
|
|
|
|
|
/s/ Pamela K.M. Beall
|
|
|
Pamela K.M. Beall
|
|
|
Director, Executive Vice President and Chief Financial Officer of MPLX GP LLC
(the general partner of MPLX LP)
|
|
|