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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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ASC
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Accounting Standards Codification
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ASU
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Accounting Standards Update
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ATM Program
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An at-the-market program for the issuance of common units
|
barrel
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One stock tank barrel, or 42 United States gallons of liquid volume, used in reference to crude oil or other liquid hydrocarbons.
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bcf/d
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One billion cubic feet per day
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Btu
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One British thermal unit, an energy measurement
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Condensate
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A natural gas liquid with a low vapor pressure mainly composed of propane, butane, pentane and heavier hydrocarbon fractions
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DCF (a non-GAAP financial measure)
|
Distributable Cash Flow
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EBITDA (a non-GAAP financial measure)
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Earnings Before Interest, Taxes, Depreciation and Amortization
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FASB
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Financial Accounting Standards Board
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GAAP
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Accounting principles generally accepted in the United States of America
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Gal
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Gallon
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Gal/d
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Gallons per day
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IDR
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Incentive Distribution Right
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Initial Offering
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Initial public offering on October 31, 2012
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LIBOR
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London Interbank Offered Rate
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mbpd
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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)
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Segment revenues, less purchased product costs, less 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
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New York Stock Exchange
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Partnership Agreement
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Fourth Amended and Restated Agreement of Limited Partnership of MPLX LP, dated as of February 1, 2018
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Predecessor
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Collectively:
- The related assets, liabilities and results of operations of Hardin Street Marine LLC (“HSM”) prior to the date of the acquisition, March 31, 2016, effective January 1, 2015
- The related assets, liabilities and results of operations of Hardin Street Transportation LLC (“HST”), Woodhaven Cavern LLC (“WHC”) and MPLX Terminals LLC (“MPLXT”) prior to the date of the acquisition, March 1, 2017, effective January 1, 2015 for HST and WHC and April 1, 2016 for MPLXT
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Realized derivative gain/loss
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The gain or loss recognized when a derivative matures or is settled
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SEC
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United States Securities and Exchange Commission
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SMR
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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
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The gain or loss recognized on a derivative due to changes in fair value prior to the instrument maturing or settling
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VIE
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Variable interest entity
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Three Months Ended
March 31, |
||||||
(In millions, except per unit data)
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2018
|
|
2017
|
||||
Revenues and other income:
|
|
|
|
||||
Service revenue
|
$
|
382
|
|
|
$
|
260
|
|
Service revenue - related parties
|
471
|
|
|
255
|
|
||
Service revenue - product related
|
44
|
|
|
—
|
|
||
Rental income
|
79
|
|
|
69
|
|
||
Rental income - related parties
|
145
|
|
|
67
|
|
||
Product sales
|
207
|
|
|
203
|
|
||
Product sales - related parties
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4
|
|
|
2
|
|
||
Income from equity method investments
|
61
|
|
|
5
|
|
||
Other income
|
4
|
|
|
3
|
|
||
Other income - related parties
|
23
|
|
|
22
|
|
||
Total revenues and other income
|
1,420
|
|
|
886
|
|
||
Costs and expenses:
|
|
|
|
||||
Cost of revenues (excludes items below)
|
206
|
|
|
113
|
|
||
Purchased product costs
|
187
|
|
|
131
|
|
||
Rental cost of sales
|
29
|
|
|
12
|
|
||
Rental cost of sales - related parties
|
1
|
|
|
—
|
|
||
Purchases - related parties
|
177
|
|
|
107
|
|
||
Depreciation and amortization
|
176
|
|
|
187
|
|
||
General and administrative expenses
|
69
|
|
|
58
|
|
||
Other taxes
|
18
|
|
|
13
|
|
||
Total costs and expenses
|
863
|
|
|
621
|
|
||
Income from operations
|
557
|
|
|
265
|
|
||
Related party interest and other financial costs
|
1
|
|
|
—
|
|
||
Interest expense (net of amounts capitalized of $9 million, $7 million, respectively)
|
112
|
|
|
66
|
|
||
Other financial costs
|
17
|
|
|
12
|
|
||
Income before income taxes
|
427
|
|
|
187
|
|
||
Provision for income taxes
|
4
|
|
|
—
|
|
||
Net income
|
423
|
|
|
187
|
|
||
Less: Net income attributable to noncontrolling interests
|
2
|
|
|
1
|
|
||
Less: Net income attributable to Predecessor
|
—
|
|
|
36
|
|
||
Net income attributable to MPLX LP
|
421
|
|
|
150
|
|
||
Less: Preferred unit distributions
|
16
|
|
|
16
|
|
||
Less: General partner’s GP interest in net income attributable to MPLX LP
|
—
|
|
|
62
|
|
||
Limited partners’ interest in net income attributable to MPLX LP
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$
|
405
|
|
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$
|
72
|
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Per Unit Data (See Note 7)
|
|
|
|
||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
||||
Common - basic
|
$
|
0.61
|
|
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$
|
0.20
|
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Common - diluted
|
$
|
0.61
|
|
|
$
|
0.19
|
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Weighted average limited partner units outstanding:
|
|
|
|
||||
Common - basic
|
661
|
|
|
362
|
|
||
Common - diluted
|
661
|
|
|
367
|
|
||
Cash distributions declared per limited partner common unit
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$
|
0.6175
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$
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0.5400
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Three Months Ended
March 31, |
||||||
(In millions)
|
2018
|
|
2017
|
||||
Net income
|
$
|
423
|
|
|
$
|
187
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Remeasurements of pension and other postretirement benefits related to equity method investments, net of tax
|
(2
|
)
|
|
—
|
|
||
Comprehensive income
|
421
|
|
|
187
|
|
||
Less comprehensive income (loss) attributable to:
|
|
|
|
||||
Noncontrolling interests
|
2
|
|
|
1
|
|
||
Income attributable to Predecessor
|
—
|
|
|
36
|
|
||
Comprehensive income attributable to MPLX LP
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$
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419
|
|
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$
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150
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(In millions)
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March 31, 2018
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December 31, 2017
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||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2
|
|
|
$
|
5
|
|
Receivables, net
|
300
|
|
|
292
|
|
||
Receivables - related parties
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330
|
|
|
160
|
|
||
Inventories
|
64
|
|
|
65
|
|
||
Other current assets
|
33
|
|
|
37
|
|
||
Total current assets
|
729
|
|
|
559
|
|
||
Equity method investments
|
4,033
|
|
|
4,010
|
|
||
Property, plant and equipment, net
|
13,291
|
|
|
12,187
|
|
||
Intangibles, net
|
444
|
|
|
453
|
|
||
Goodwill
|
2,460
|
|
|
2,245
|
|
||
Long-term receivables - related parties
|
21
|
|
|
20
|
|
||
Other noncurrent assets
|
28
|
|
|
26
|
|
||
Total assets
|
$
|
21,006
|
|
|
$
|
19,500
|
|
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
143
|
|
|
$
|
151
|
|
Payables - related parties
|
146
|
|
|
516
|
|
||
Deferred revenue - related parties
|
43
|
|
|
43
|
|
||
Accrued interest payable
|
99
|
|
|
88
|
|
||
Other current liabilities
|
445
|
|
|
506
|
|
||
Total current liabilities
|
876
|
|
|
1,304
|
|
||
Long-term deferred revenue
|
49
|
|
|
42
|
|
||
Long-term deferred revenue - related parties
|
49
|
|
|
43
|
|
||
Long-term debt
|
11,861
|
|
|
6,945
|
|
||
Deferred income taxes
|
10
|
|
|
5
|
|
||
Deferred credits and other liabilities
|
183
|
|
|
188
|
|
||
Total liabilities
|
13,028
|
|
|
8,527
|
|
||
Commitments and contingencies (see Note 20)
|
|
|
|
||||
Redeemable preferred units
|
1,000
|
|
|
1,000
|
|
||
Equity
|
|
|
|
||||
Common unitholders - public (289 million and 289 million units issued and outstanding)
|
8,385
|
|
|
8,379
|
|
||
Common unitholder - MPC (505 million and 118 million units issued and outstanding)
|
(1,537
|
)
|
|
2,099
|
|
||
General partner - MPC (0 and 8 million units issued and outstanding)
|
—
|
|
|
(637
|
)
|
||
Accumulated other comprehensive loss
|
(16
|
)
|
|
(14
|
)
|
||
Total MPLX LP partners’ capital
|
6,832
|
|
|
9,827
|
|
||
Noncontrolling interests
|
146
|
|
|
146
|
|
||
Total equity
|
6,978
|
|
|
9,973
|
|
||
Total liabilities, preferred units and equity
|
$
|
21,006
|
|
|
$
|
19,500
|
|
|
Three Months Ended
March 31, |
|||||||
(In millions)
|
2018
|
|
2017
|
|||||
(Decrease) increase in cash, cash equivalents and restricted cash
|
|
|
|
|||||
Operating activities:
|
|
|
|
|||||
Net income
|
$
|
423
|
|
|
$
|
187
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|||||
Amortization of deferred financing costs
|
16
|
|
|
12
|
|
|||
Depreciation and amortization
|
176
|
|
|
187
|
|
|||
Deferred income taxes
|
4
|
|
|
—
|
|
|||
Asset retirement expenditures
|
(1
|
)
|
|
(1
|
)
|
|||
Gain on disposal of assets
|
—
|
|
|
(1
|
)
|
|||
Income from equity method investments
|
(61
|
)
|
|
(5
|
)
|
|||
Distributions from unconsolidated affiliates
|
68
|
|
|
33
|
|
|||
Changes in:
|
|
|
|
|||||
Current receivables
|
(8
|
)
|
|
44
|
|
|||
Inventories
|
2
|
|
|
—
|
|
|||
Fair value of derivatives
|
(9
|
)
|
|
(18
|
)
|
|||
Current accounts payable and accrued liabilities
|
(44
|
)
|
|
(59
|
)
|
|||
Receivables from / liabilities to related parties
|
(127
|
)
|
|
(18
|
)
|
|||
Prepaid other current assets from related parties
|
1
|
|
3
|
|
—
|
|
||
Deferred revenue
|
7
|
|
3
|
|
7
|
|
||
All other, net
|
3
|
|
|
9
|
|
|||
Net cash provided by operating activities
|
450
|
|
|
377
|
|
|||
Investing activities:
|
|
|
|
|||||
Additions to property, plant and equipment
|
(455
|
)
|
|
(280
|
)
|
|||
Acquisitions, net of cash acquired
|
—
|
|
|
(220
|
)
|
|||
Disposal of assets
|
2
|
|
|
(1
|
)
|
|||
Investments - net related party loans
|
—
|
|
|
80
|
|
|||
Investments in unconsolidated affiliates
|
(38
|
)
|
|
(554
|
)
|
|||
Distributions from unconsolidated affiliates - return of capital
|
—
|
|
|
20
|
|
|||
All other, net
|
1
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(490
|
)
|
|
(955
|
)
|
|||
Financing activities:
|
|
|
|
|||||
Long-term debt - borrowings
|
9,610
|
|
|
2,241
|
|
|||
- repayments
|
(4,655
|
)
|
|
(1
|
)
|
|||
Related party debt - borrowings
|
452
|
|
|
12
|
|
|||
- repayments
|
(838
|
)
|
|
(12
|
)
|
|||
Debt issuance costs
|
(53
|
)
|
|
(21
|
)
|
|||
Net proceeds from equity offerings
|
—
|
|
|
151
|
|
|||
Distributions of cash received from joint-interest acquisition entities to MPC
|
(11
|
)
|
|
—
|
|
|||
Distributions to MPC for acquisition
|
(4,100
|
)
|
|
(1,511
|
)
|
|||
Distributions to MPC from Predecessor
|
—
|
|
|
(113
|
)
|
|||
Distributions to noncontrolling interests
|
(3
|
)
|
|
(2
|
)
|
|||
Distributions to preferred unitholders
|
(16
|
)
|
|
(16
|
)
|
|||
Distributions to unitholders and general partner
|
(347
|
)
|
|
(242
|
)
|
|||
Contributions from noncontrolling interests
|
1
|
|
|
126
|
|
|||
All other, net
|
(3
|
)
|
|
(5
|
)
|
|||
Net cash provided by financing activities
|
37
|
|
|
607
|
|
|||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(3
|
)
|
|
29
|
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
9
|
|
|
239
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
6
|
|
|
$
|
268
|
|
|
Partnership
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
(In millions)
|
Common
Unit-holders
Public
|
|
Class B Unit-holders Public
|
|
Common
Unit-holder
MPC
|
|
General
Partner
MPC
|
|
Accumulated Other Comprehensive Loss
|
|
Non-controlling
Interests
|
|
Equity of Predecessor
|
|
Total
|
||||||||||||||||
Balance at December 31, 2016
|
$
|
8,086
|
|
|
$
|
133
|
|
|
$
|
1,069
|
|
|
$
|
1,013
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
791
|
|
|
$
|
11,110
|
|
Distributions to MPC from Predecessor
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
|
(113
|
)
|
||||||||
Issuance of units under ATM Program
|
148
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
151
|
|
||||||||
Net income
|
55
|
|
|
—
|
|
|
17
|
|
|
62
|
|
|
—
|
|
|
1
|
|
|
36
|
|
|
171
|
|
||||||||
Contribution from MPC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
12
|
|
||||||||
Allocation of MPC's net investment at acquisition
|
—
|
|
|
—
|
|
|
923
|
|
|
(197
|
)
|
|
—
|
|
|
—
|
|
|
(726
|
)
|
|
—
|
|
||||||||
Distributions to MPC for acquisition
|
—
|
|
|
—
|
|
|
(430
|
)
|
|
(1,081
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,511
|
)
|
||||||||
Distributions to unitholders and general partner
|
(140
|
)
|
|
—
|
|
|
(45
|
)
|
|
(57
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(242
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|
—
|
|
|
126
|
|
||||||||
Other
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||||
Balance at March 31, 2017
|
$
|
8,147
|
|
|
$
|
133
|
|
|
$
|
1,534
|
|
|
$
|
(257
|
)
|
|
$
|
—
|
|
|
$
|
143
|
|
|
$
|
—
|
|
|
$
|
9,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2017
|
$
|
8,379
|
|
|
$
|
—
|
|
|
$
|
2,099
|
|
|
$
|
(637
|
)
|
|
$
|
(14
|
)
|
|
$
|
146
|
|
|
$
|
—
|
|
|
$
|
9,973
|
|
Net income
|
180
|
|
|
—
|
|
|
225
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
407
|
|
||||||||
Contribution from MPC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
1,046
|
|
|
1,046
|
|
||||||||
Allocation of MPC's net investment at acquisition
|
—
|
|
|
—
|
|
|
5,172
|
|
|
(4,126
|
)
|
|
—
|
|
|
—
|
|
|
(1,046
|
)
|
|
—
|
|
||||||||
Distribution to MPC for acquisitions
|
—
|
|
|
—
|
|
|
(936
|
)
|
|
(3,164
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,100
|
)
|
||||||||
Distributions to unitholders and general partner
|
(176
|
)
|
|
—
|
|
|
(171
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(347
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Conversion of GP economic interests
|
—
|
|
|
—
|
|
|
(7,926
|
)
|
|
7,926
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other
|
2
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||||
Balance at March 31, 2018
|
$
|
8,385
|
|
|
$
|
—
|
|
|
$
|
(1,537
|
)
|
|
$
|
—
|
|
|
$
|
(16
|
)
|
|
$
|
146
|
|
|
$
|
—
|
|
|
$
|
6,978
|
|
•
|
Fee-based arrangements
– Under fee-based arrangements, the Partnership receives a fee or fees for one or more of the following services: gathering, processing and transportation of natural gas; gathering, transportation, fractionation, exchange and storage of NGLs; and transportation, storage and distribution of crude oil, refined products and other hydrocarbon-based products. The revenue the Partnership earns from these arrangements is generally directly related to the volume of natural gas, NGL refined products or crude oil that is handled by or flows through the Partnership’s systems and facilities and is not normally directly dependent on commodity prices. In certain cases, the Partnership’s arrangements provide for minimum annual payments or fixed demand charges.
|
•
|
Percent-of-proceeds arrangements
– Under percent-of-proceeds arrangements, the Partnership: gathers and processes natural gas on behalf of producers; sells the resulting residue gas, condensate and NGLs at market prices; and remits to producers an agreed-upon percentage of the proceeds. In other cases, instead of remitting cash payments to the producer, the Partnership delivers an agreed-upon percentage of the residue gas and NGLs to the producer (take-in-kind arrangements) and sells the volumes the Partnership retains to third parties. Revenue is recognized on a net basis when the Partnership acts as an agent and does not have control of the gross amount of gas and/or NGLs prior to it being sold. Percent-of-proceeds revenue is reported as “Service revenue - product related” on the Consolidated Statements of Income.
|
•
|
Keep-whole arrangements
– Under keep-whole arrangements, the Partnership gathers natural gas from the producer, processes the natural gas and sells the resulting condensate and NGLs to third parties at market prices. Because the extraction of the condensate and NGLs from the natural gas during processing reduces the Btu content of the natural gas, the Partnership must either purchase natural gas at market prices for return to producers or make cash payment to the producers equal to the value of the energy content of this natural gas. Certain keep-whole arrangements also have provisions that require the Partnership to share a percentage of the keep-whole profits with the producers based on the oil to gas ratio or the NGL to gas ratio. “Service revenue - product related” is recorded based on the value of the NGLs received on the date the services are performed. Natural gas purchased to return to the producer and shared NGL profits are recorded as a reduction of “Service revenue - product related” in the Consolidated Statements of Income on the date the services are performed. Sales of NGLs under these arrangements are reported as “Product sales” on the Consolidated Statements of Income and are reported on a gross basis as the Partnership is the principal in the arrangement and controls the product prior to sale. The sale of the NGLs may occur shortly after services are performed at the tailgate of the plant, or after a period of time as determined by the Partnership.
|
•
|
Purchase arrangements
– Under purchase arrangements, the Partnership purchases natural gas at either the wellhead or the tailgate of a plant. The Partnership then gathers and delivers the natural gas to pipelines where the Partnership may resell the natural gas. Wellhead purchase arrangements represent an arrangement with a supplier and are recorded in “Purchased product costs”. Often, the Partnership earns fees for services performed prior to taking control of the product in these arrangements and “Service revenue” is recorded for these fees. Revenue generated from the sale of product obtained in tailgate purchase arrangements are reported as “Product sales” on the Consolidated Statements of Income and are recognized on a gross basis as the Partnership purchases and takes control of the product prior to sale and is the principal in the transaction.
|
ASU
|
|
Effective Date
|
2017-09
|
Stock Compensation - Scope of Modification Accounting
|
January 1, 2018
|
2017-05
|
Gains and Losses from the Derecognition of Nonfinancial Assets - Clarifying the Scope of Asset Derecognition Guidance
|
January 1, 2018
|
2017-01
|
Business Combinations - Clarifying the Definition of a Business
|
January 1, 2018
|
2016-18
|
Statement of Cash Flows - Restricted Cash
|
January 1, 2018
|
2016-15
|
Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments
|
January 1, 2018
|
2016-01
|
Financial Instruments - Recognition and Measurement of Financial Assets and Liabilities
|
January 1, 2018
|
(In millions)
|
Two Months Ended March 31, 2018
|
||
Revenues and other income
|
$
|
265
|
|
Income from operations
|
181
|
|
|
Ownership as of
|
|
Carrying value at
|
||||||
|
March 31,
|
|
March 31,
|
|
December 31,
|
||||
(In millions)
|
2018
|
|
2018
|
|
2017
|
||||
Centrahoma Processing LLC
|
40%
|
|
$
|
121
|
|
|
$
|
121
|
|
Explorer
|
25%
|
|
97
|
|
|
89
|
|
||
Illinois Extension
|
35%
|
|
288
|
|
|
284
|
|
||
LOCAP
|
59%
|
|
26
|
|
|
24
|
|
||
LOOP
|
41%
|
|
225
|
|
|
225
|
|
||
MarEn Bakken
|
25%
|
|
529
|
|
|
520
|
|
||
MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C.
|
67%
|
|
178
|
|
|
164
|
|
||
MarkWest Utica EMG, L.L.C.
|
56%
|
|
2,116
|
|
|
2,139
|
|
||
Ohio Condensate Company, L.L.C.
|
60%
|
|
11
|
|
|
11
|
|
||
Panola Pipeline Company, LLC
|
15%
|
|
23
|
|
|
24
|
|
||
Sherwood Midstream LLC
|
50%
|
|
260
|
|
|
236
|
|
||
Sherwood Midstream Holdings LLC
|
62%
|
|
151
|
|
|
165
|
|
||
Other
|
|
|
8
|
|
|
8
|
|
||
Total
|
|
|
$
|
4,033
|
|
|
$
|
4,010
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||
(In millions)
|
MarkWest Utica EMG, L.L.C.
|
|
Other VIEs
|
|
Non-VIEs
|
|
Total
|
||||||||
Revenues and other income
|
$
|
63
|
|
|
$
|
43
|
|
|
$
|
297
|
|
|
$
|
403
|
|
Costs and expenses
|
44
|
|
|
18
|
|
|
155
|
|
|
217
|
|
||||
Income from operations
|
19
|
|
|
25
|
|
|
142
|
|
|
186
|
|
||||
Net income
|
19
|
|
|
25
|
|
|
129
|
|
|
173
|
|
||||
Income from equity method investments
(1)
|
1
|
|
|
14
|
|
|
46
|
|
|
61
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||
(In millions)
|
MarkWest Utica EMG, L.L.C.
|
|
Other VIEs
|
|
Non-VIEs
|
|
Total
|
||||||||
Revenues and other income
|
$
|
50
|
|
|
$
|
8
|
|
|
$
|
45
|
|
|
$
|
103
|
|
Costs and expenses
|
25
|
|
|
8
|
|
|
33
|
|
|
66
|
|
||||
Income from operations
|
25
|
|
|
—
|
|
|
12
|
|
|
37
|
|
||||
Net income
|
25
|
|
|
—
|
|
|
8
|
|
|
33
|
|
||||
Income (loss) from equity method investments
(1)
|
4
|
|
|
(1
|
)
|
|
2
|
|
|
5
|
|
(1)
|
“Income (loss) from equity method investments” includes the impact of any basis differential amortization or accretion.
|
|
March 31, 2018
|
||||||||||||||
(In millions)
|
MarkWest Utica EMG, L.L.C.
(1)
|
|
Other VIEs
|
|
Non-VIEs
|
|
Total
|
||||||||
Current assets
|
$
|
71
|
|
|
$
|
71
|
|
|
$
|
363
|
|
|
$
|
505
|
|
Noncurrent assets
|
2,035
|
|
|
1,002
|
|
|
4,696
|
|
|
7,733
|
|
||||
Current liabilities
|
24
|
|
|
87
|
|
|
183
|
|
|
294
|
|
||||
Noncurrent liabilities
|
4
|
|
|
11
|
|
|
870
|
|
|
885
|
|
|
December 31, 2017
|
||||||||||||||
(In millions)
|
MarkWest Utica EMG, L.L.C.
(1)
|
|
Other VIEs
|
|
Non-VIEs
|
|
Total
|
||||||||
Current assets
|
$
|
65
|
|
|
$
|
46
|
|
|
$
|
399
|
|
|
$
|
510
|
|
Noncurrent assets
|
2,077
|
|
|
930
|
|
|
4,624
|
|
|
7,631
|
|
||||
Current liabilities
|
39
|
|
|
44
|
|
|
220
|
|
|
303
|
|
||||
Noncurrent liabilities
|
3
|
|
|
11
|
|
|
904
|
|
|
918
|
|
(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
$784 million
and
$790 million
as of
March 31, 2018
and
December 31, 2017
, respectively.
|
•
|
MPC, which refines, markets and transports crude oil and petroleum products, primarily in the Midwest, Gulf Coast, East Coast and Southeast regions of the United States.
|
•
|
MarkWest Utica EMG, in which MPLX LP has a
56 percent
interest as of
March 31, 2018
. 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
March 31, 2018
. Ohio Gathering is a subsidiary of MarkWest Utica EMG providing natural gas gathering service in the Utica Shale region of eastern Ohio.
|
•
|
Sherwood Midstream, in which MPLX LP has a
50 percent
interest as of
March 31, 2018
. 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
81 percent
total direct and indirect interest as of
March 31, 2018
. 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.
|
•
|
MarkWest EMG Jefferson Dry Gas Gathering Company, LLC (“Jefferson Dry Gas”), in which MPLX LP has a
67 percent
interest as of
March 31, 2018
. Jefferson Dry Gas provides natural dry gas gathering and related services in the Utica Shale region of Ohio.
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Service revenues
|
|
|
|
||||
MPC
|
$
|
471
|
|
|
$
|
255
|
|
Rental income
|
|
|
|
||||
MPC
|
$
|
145
|
|
|
$
|
67
|
|
Product sales
(1)
|
|
|
|
||||
MPC
|
$
|
4
|
|
|
$
|
2
|
|
(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
months ended
March 31, 2018
, these sales totaled
$79 million
. For the
three
months ended
March 31, 2017
, these sales totaled
$57 million
.
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
MPC
|
$
|
10
|
|
|
$
|
11
|
|
MarkWest Utica EMG
|
4
|
|
|
4
|
|
||
Ohio Gathering
|
4
|
|
|
4
|
|
||
Jefferson Dry Gas
|
1
|
|
|
1
|
|
||
Sherwood Midstream
|
3
|
|
|
1
|
|
||
Other
|
1
|
|
|
1
|
|
||
Total
|
$
|
23
|
|
|
$
|
22
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Purchases - related parties
|
$
|
36
|
|
|
$
|
15
|
|
General and administrative expenses
|
16
|
|
|
8
|
|
||
Total
|
$
|
52
|
|
|
$
|
23
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
MPC
|
$
|
22
|
|
|
$
|
10
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Rental cost of sales - related parties
|
$
|
1
|
|
|
$
|
—
|
|
Purchases - related parties
|
114
|
|
|
92
|
|
||
General and administrative expenses
|
23
|
|
|
25
|
|
||
Total
|
$
|
138
|
|
|
$
|
117
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
MPC
|
$
|
27
|
|
|
$
|
—
|
|
(In millions)
|
March 31, 2018
|
|
December 31, 2017
|
||||
MPC
|
$
|
308
|
|
|
$
|
153
|
|
MarkWest Utica EMG
|
1
|
|
|
1
|
|
||
Ohio Gathering
|
3
|
|
|
2
|
|
||
Jefferson Dry Gas
|
1
|
|
|
2
|
|
||
Sherwood Midstream Holdings
|
15
|
|
|
—
|
|
||
Other
|
2
|
|
|
2
|
|
||
Total
|
$
|
330
|
|
|
$
|
160
|
|
(In millions)
|
March 31, 2018
|
|
December 31, 2017
|
||||
MPC
|
$
|
21
|
|
|
$
|
20
|
|
(In millions)
|
March 31, 2018
|
|
December 31, 2017
|
||||
MPC
|
$
|
115
|
|
|
$
|
470
|
|
MarkWest Utica EMG
|
20
|
|
|
29
|
|
||
Ohio Gathering
|
—
|
|
|
8
|
|
||
Sherwood Midstream
|
11
|
|
|
8
|
|
||
Other
|
—
|
|
|
1
|
|
||
Total
|
$
|
146
|
|
|
$
|
516
|
|
(In millions)
|
March 31, 2018
|
|
December 31, 2017
|
||||
Minimum volume deficiencies - MPC
|
$
|
46
|
|
|
$
|
53
|
|
Project reimbursements - MPC
|
46
|
|
|
33
|
|
||
Total
|
$
|
92
|
|
|
$
|
86
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Net income attributable to MPLX LP
|
$
|
421
|
|
|
$
|
150
|
|
Less: Limited partners’ distributions declared on Preferred units
(1)
|
16
|
|
|
16
|
|
||
General partner’s distributions declared (including IDRs)
(1)
|
—
|
|
|
65
|
|
||
Limited partners’ distributions declared on common units (including common units of general partner)
(1)
|
467
|
|
|
198
|
|
||
Undistributed net loss attributable to MPLX LP
|
$
|
(62
|
)
|
|
$
|
(129
|
)
|
(1)
|
See Note
8
for distribution information.
|
|
Three Months Ended March 31, 2018
|
||||||||||
(In millions, except per unit data)
|
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
|
$
|
467
|
|
|
$
|
16
|
|
|
$
|
483
|
|
Undistributed net loss attributable to MPLX LP
|
(62
|
)
|
|
—
|
|
|
(62
|
)
|
|||
Net income attributable to MPLX LP
(1)
|
$
|
405
|
|
|
$
|
16
|
|
|
$
|
421
|
|
Weighted average units outstanding:
|
|
|
|
|
|
||||||
Basic
|
661
|
|
|
31
|
|
|
692
|
|
|||
Diluted
|
661
|
|
|
31
|
|
|
692
|
|
|||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.61
|
|
|
|
|
|
||||
Diluted
|
$
|
0.61
|
|
|
|
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||
(In millions, except per unit data)
|
General
Partner
|
|
Limited
Partners’
Common
Units
|
|
Redeemable Preferred Units
|
|
Total
|
||||||||
Basic and diluted net income attributable to MPLX LP per unit:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to MPLX LP:
|
|
|
|
|
|
|
|
||||||||
Distributions declared (including IDRs)
|
$
|
65
|
|
|
$
|
198
|
|
|
$
|
16
|
|
|
$
|
279
|
|
Undistributed net loss attributable to MPLX LP
|
(3
|
)
|
|
(126
|
)
|
|
—
|
|
|
(129
|
)
|
||||
Net income attributable to MPLX LP
(1)
|
$
|
62
|
|
|
$
|
72
|
|
|
$
|
16
|
|
|
$
|
150
|
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
7
|
|
|
362
|
|
|
31
|
|
|
400
|
|
||||
Diluted
|
7
|
|
|
367
|
|
|
31
|
|
|
405
|
|
||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
$
|
0.20
|
|
|
|
|
|
|
|||||
Diluted
|
|
|
$
|
0.19
|
|
|
|
|
|
|
(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
|
|
General Partner
|
|
Total
|
|||
Balance at December 31, 2017
|
407,130,020
|
|
|
8,308,773
|
|
|
415,438,793
|
|
Unit-based compensation awards
(1)
|
150,257
|
|
|
140
|
|
|
150,397
|
|
Contribution of refining logistics and fuels distribution assets
(2)
|
111,611,111
|
|
|
2,277,778
|
|
|
113,888,889
|
|
Conversion of GP economic interests
|
275,000,000
|
|
|
(10,586,691
|
)
|
|
264,413,309
|
|
Balance at March 31, 2018
|
793,891,388
|
|
|
—
|
|
|
793,891,388
|
|
(1)
|
As a result of the unit-based compensation awards issued during the period, MPLX GP contributed less than
$1 million
in exchange for
140
general partner units to maintain its
two percent
GP Interest.
|
(2)
|
MPC agreed to waive approximately one-third of the first quarter 2018 distributions on the common units issued in connection with this transaction. As a result of this waiver, MPC will not receive
$23.7 million
of the distributions that would have otherwise accrued on such common units with respect to the
first
quarter
2018
. See Note
4
for information regarding this acquisition.
|
|
Three Months Ended March 31,
|
||
(In millions)
|
2017
|
||
Net income attributable to MPLX LP
|
$
|
150
|
|
Less: Preferred unit distributions
|
16
|
|
|
General partner's IDRs and other
|
61
|
|
|
Net income attributable to MPLX LP available to general and limited partners
|
$
|
73
|
|
|
|
||
General partner's two percent GP Interest in net income attributable to MPLX LP
|
$
|
1
|
|
General partner's IDRs and other
|
61
|
|
|
General partner's GP Interest in net income attributable to MPLX LP
|
$
|
62
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
General partner's distributions:
|
|
|
|
||||
General partner's distributions on general partner units
|
$
|
—
|
|
|
$
|
5
|
|
General partner's distributions on IDRs
|
—
|
|
|
60
|
|
||
Total distribution on general partner units and IDRs
|
$
|
—
|
|
|
$
|
65
|
|
Common and preferred unit distributions:
|
|
|
|
||||
Common unitholders, includes common units of general partner
|
$
|
467
|
|
|
$
|
198
|
|
Preferred unit distributions
|
16
|
|
|
16
|
|
||
Total cash distributions declared
|
$
|
483
|
|
|
$
|
279
|
|
(In millions)
|
Redeemable Preferred Units
|
||
Balance at December 31, 2017
|
$
|
1,000
|
|
Net income
|
16
|
|
|
Distributions received by preferred unitholders
|
(16
|
)
|
|
Balance at March 31, 2018
|
$
|
1,000
|
|
•
|
L&S – transports, stores, distributes and markets crude oil and refined petroleum products. Segment information is not included for periods prior to the Joint-Interest Acquisition and the Ozark pipeline acquisitions. See Note
4
for more detail of these acquisitions.
|
•
|
G&P – gathers, processes and transports natural gas; gathers, transports, fractionates, stores and markets NGLs.
|
|
Three Months Ended March 31, 2018
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Segment revenues
|
$
|
646
|
|
|
$
|
569
|
|
|
$
|
1,215
|
|
Product related revenues
|
—
|
|
|
249
|
|
|
249
|
|
|||
Segment other income
|
12
|
|
|
6
|
|
|
18
|
|
|||
Total segment revenues and other income
|
658
|
|
|
824
|
|
|
1,482
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Segment cost of revenues
|
234
|
|
|
235
|
|
|
469
|
|
|||
Purchased product costs
|
—
|
|
|
194
|
|
|
194
|
|
|||
Segment operating income before portion attributable to noncontrolling interests and Predecessor
|
424
|
|
|
395
|
|
|
819
|
|
|||
Segment portion attributable to noncontrolling interests and Predecessor
|
—
|
|
|
45
|
|
|
45
|
|
|||
Segment operating income attributable to MPLX LP
|
$
|
424
|
|
|
$
|
350
|
|
|
$
|
774
|
|
|
Three Months Ended March 31, 2017
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Segment revenues
|
$
|
345
|
|
|
$
|
401
|
|
|
$
|
746
|
|
Product related revenues
|
—
|
|
|
196
|
|
|
196
|
|
|||
Segment other income
|
12
|
|
|
1
|
|
|
13
|
|
|||
Total segment revenues and other income
|
357
|
|
|
598
|
|
|
955
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Segment cost of revenues
|
148
|
|
|
113
|
|
|
261
|
|
|||
Purchased product costs
|
—
|
|
|
140
|
|
|
140
|
|
|||
Segment operating income before portion attributable to noncontrolling interests and Predecessor
|
209
|
|
|
345
|
|
|
554
|
|
|||
Segment portion attributable to noncontrolling interests and Predecessor
|
53
|
|
|
36
|
|
|
89
|
|
|||
Segment operating income attributable to MPLX LP
|
$
|
156
|
|
|
$
|
309
|
|
|
$
|
465
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Reconciliation to Income from operations:
|
|
|
|
||||
Segment operating income attributable to MPLX LP
|
$
|
774
|
|
|
$
|
465
|
|
Segment portion attributable to unconsolidated affiliates
|
(53
|
)
|
|
(40
|
)
|
||
Segment portion attributable to Predecessor
|
—
|
|
|
53
|
|
||
Income from equity method investments
|
61
|
|
|
5
|
|
||
Other income - related parties
|
13
|
|
|
11
|
|
||
Unrealized derivative gains
(1)
|
7
|
|
|
16
|
|
||
Depreciation and amortization
|
(176
|
)
|
|
(187
|
)
|
||
General and administrative expenses
|
(69
|
)
|
|
(58
|
)
|
||
Income from operations
|
$
|
557
|
|
|
$
|
265
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Reconciliation to Total revenues and other income:
|
|
|
|
||||
Total segment revenues and other income
|
$
|
1,482
|
|
|
$
|
955
|
|
Revenue adjustment from unconsolidated affiliates
|
(137
|
)
|
|
(92
|
)
|
||
Income from equity method investments
|
61
|
|
|
5
|
|
||
Other income - related parties
|
13
|
|
|
11
|
|
||
Unrealized derivative gains related to product sales
(1)
|
1
|
|
|
7
|
|
||
Total revenues and other income
|
$
|
1,420
|
|
|
$
|
886
|
|
(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 March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Reconciliation to Net income attributable to noncontrolling interests and Predecessor:
|
|
|
|
||||
Segment portion attributable to noncontrolling interests and Predecessor
|
$
|
45
|
|
|
$
|
89
|
|
Portion of noncontrolling interests and Predecessor related to items below segment income from operations
|
(19
|
)
|
|
(36
|
)
|
||
Portion of operating income attributable to noncontrolling interests of unconsolidated affiliates
|
(24
|
)
|
|
(16
|
)
|
||
Net income attributable to noncontrolling interests and Predecessor
|
$
|
2
|
|
|
$
|
37
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
L&S segment capital expenditures
|
$
|
190
|
|
|
$
|
97
|
|
G&P segment capital expenditures
|
319
|
|
|
307
|
|
||
Total segment capital expenditures
|
509
|
|
|
404
|
|
||
Less: Capital expenditures for Partnership-operated, non-wholly-owned subsidiaries in G&P segment
|
54
|
|
|
124
|
|
||
Total capital expenditures
|
$
|
455
|
|
|
$
|
280
|
|
(In millions)
|
March 31, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
$
|
2
|
|
|
$
|
5
|
|
L&S
|
5,958
|
|
|
4,611
|
|
||
G&P
|
15,046
|
|
|
14,884
|
|
||
Total assets
|
$
|
21,006
|
|
|
$
|
19,500
|
|
(In millions)
|
March 31, 2018
|
|
December 31, 2017
|
||||
NGLs
|
$
|
2
|
|
|
$
|
4
|
|
Line fill
|
7
|
|
|
8
|
|
||
Spare parts, materials and supplies
|
55
|
|
|
53
|
|
||
Total inventories
|
$
|
64
|
|
|
$
|
65
|
|
(In millions)
|
March 31, 2018
|
|
December 31, 2017
|
||||
Natural gas gathering and NGL transportation pipelines and facilities
|
$
|
5,253
|
|
|
$
|
5,178
|
|
Processing, fractionation and storage facilities
|
4,729
|
|
|
3,893
|
|
||
Pipelines and related assets
|
2,388
|
|
|
2,253
|
|
||
Barges and towing vessels
|
553
|
|
|
490
|
|
||
Terminals and related assets
|
827
|
|
|
821
|
|
||
Refinery and related assets
|
839
|
|
|
—
|
|
||
Land, building, office equipment and other
|
873
|
|
|
770
|
|
||
Construction-in-progress
|
992
|
|
|
1,057
|
|
||
Total
|
16,454
|
|
|
14,462
|
|
||
Less accumulated depreciation
|
3,163
|
|
|
2,275
|
|
||
Property, plant and equipment, net
|
$
|
13,291
|
|
|
$
|
12,187
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
(In millions)
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Significant unobservable inputs (Level 3)
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
Embedded derivatives in commodity contracts
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
(64
|
)
|
||||
Total carrying value in Consolidated Balance Sheets
|
$
|
—
|
|
|
$
|
(60
|
)
|
|
$
|
—
|
|
|
$
|
(66
|
)
|
|
Three Months Ended March 31, 2018
|
|
Three Months Ended March 31, 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
|
)
|
|
$
|
(64
|
)
|
|
$
|
(6
|
)
|
|
$
|
(54
|
)
|
Total gains (losses) (realized and unrealized) included in earnings
(1)
|
—
|
|
|
3
|
|
|
5
|
|
|
8
|
|
||||
Settlements
|
—
|
|
|
3
|
|
|
1
|
|
|
2
|
|
||||
Fair value at end of period
|
$
|
(2
|
)
|
|
$
|
(58
|
)
|
|
$
|
—
|
|
|
$
|
(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
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
5
|
|
|
$
|
8
|
|
(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 derivatives embedded in commodity contracts are recorded in “Purchased product costs” and “Cost of revenues.”
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
(In millions)
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Long-term debt
|
$
|
12,442
|
|
|
$
|
11,934
|
|
|
$
|
7,718
|
|
|
$
|
6,966
|
|
SMR liability
|
100
|
|
|
90
|
|
|
104
|
|
|
91
|
|
Derivative contracts not designated as hedging instruments
|
|
Financial Position
|
|
Notional Quantity (net)
|
|
Natural Gas (MMBtu)
|
|
Long
|
|
745,045
|
|
NGLs (Gal)
|
|
Short
|
|
7,696,503
|
|
(In millions)
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
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
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
|
$
|
(14
|
)
|
Other noncurrent assets / deferred credits and other liabilities
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
(52
|
)
|
||||
Total
|
|
$
|
—
|
|
|
$
|
(60
|
)
|
|
$
|
—
|
|
|
$
|
(66
|
)
|
(1)
|
Includes embedded derivatives in commodity contracts as discussed above.
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Product sales
|
|
|
|
||||
Realized loss
|
$
|
—
|
|
|
$
|
(1
|
)
|
Unrealized gain
|
1
|
|
|
7
|
|
||
Total derivative gain related to product sales
|
1
|
|
|
6
|
|
||
Purchased product costs
|
|
|
|
||||
Realized loss
|
(3
|
)
|
|
(2
|
)
|
||
Unrealized gain
|
6
|
|
|
9
|
|
||
Total derivative gain related to purchased product costs
|
3
|
|
|
7
|
|
||
Cost of revenues
|
|
|
|
||||
Realized (loss) gain
|
—
|
|
|
—
|
|
||
Unrealized (loss) gain
|
—
|
|
|
—
|
|
||
Total derivative (loss) gain related to cost of revenues
|
—
|
|
|
—
|
|
||
Total derivative gains
|
$
|
4
|
|
|
$
|
13
|
|
(In millions)
|
March 31, 2018
|
|
December 31, 2017
|
||||
MPLX LP:
|
|
|
|
||||
Bank revolving credit facility due 2022
|
$
|
—
|
|
|
$
|
505
|
|
5.500% senior notes due February 2023
|
710
|
|
|
710
|
|
||
3.375% senior notes due March 2023
|
500
|
|
|
—
|
|
||
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
|
|
|
1,250
|
|
||
4.000% senior notes due March 2028
|
1,250
|
|
|
—
|
|
||
4.500% senior notes due April 2038
|
1,750
|
|
|
—
|
|
||
5.200% senior notes due March 2047
|
1,000
|
|
|
1,000
|
|
||
4.700% senior notes due April 2048
|
1,500
|
|
|
—
|
|
||
4.900% senior notes due April 2058
|
500
|
|
|
—
|
|
||
Consolidated subsidiaries:
|
|
|
|
||||
MarkWest - 4.500% - 5.500% senior notes, due 2023-2025
|
63
|
|
|
63
|
|
||
MPL - capital lease obligations due 2020
|
7
|
|
|
7
|
|
||
Total
|
12,357
|
|
|
7,362
|
|
||
Unamortized debt issuance costs
|
(79
|
)
|
|
(27
|
)
|
||
Unamortized discount
|
(416
|
)
|
|
(389
|
)
|
||
Amounts due within one year
|
(1
|
)
|
|
(1
|
)
|
||
Total long-term debt due after one year
|
$
|
11,861
|
|
|
$
|
6,945
|
|
•
|
Third-party reimbursements
– Third-party reimbursements, such as electricity costs, are presented gross on the income statement rather than net within cost of revenues. The gross-up for third-party reimbursements (e.g., increase in revenue; increase in cost of revenues) was
$78 million
for the period ending
March 31, 2018
.
|
•
|
Noncash consideration
– Under certain processing agreements, the Partnership is entitled to retain NGLs or other liquids from the customer. We obtain control of these NGLs and are able to direct the use of the goods. Service revenues are recorded based on the value of the NGLs received on the date the services are performed. Historically, revenue was not recorded on these arrangements until the product was sold. The impact to this change was an increase of
$11 million
to “Service revenue - product related” for the period ending
March 31, 2018
. NGL inventory related to keep-whole volumes was also revalued as a result of this change, with a cumulative adjustment of
$1 million
. Historically, revenue was not recorded on product received until it was sold and further, the increase in the inventory basis increased “Purchased product costs” by
$12 million
for the period ending
March 31, 2018
.
|
•
|
Percent-of-proceeds revenues
– The Partnership’s percentage of proceeds revenue received was historically recorded in product revenues. Upon adoption of ASC 606, these revenues have been classified in service revenue, as the performance obligation related to these contracts is to provide gathering and processing services. Revenues will continue to be recorded net under these arrangements as the Partnership does not control the product prior to sale. For the period ending
March 31, 2018
,
$33 million
has now been recorded in “Service revenue - product related” as opposed to “Product sales.”
|
•
|
Imbalances
– Historically, all imbalances were recorded net. In certain instances, the Partnership’s arrangements are structured such that imbalances are cashed-out each period end which results in the transfer of control of a commodity and creates a purchase and/or sale of a commodity under ASC 606. Thus, certain imbalances will be grossed up as a result of adoption. The impact of this change was an increase of
$12 million
to “Product sales” and “Purchased product costs” for the period ending
March 31, 2018
.
|
•
|
Aid in construction
–
Historically, all aid in construction amounts received were deferred and recognized into revenue. Payments received from non-customers will no longer be deferred as the accounting will not be subject to ASC 606. Such payments will be recorded as a reduction to plant, property and equipment. The cumulative adjustment wrote down
$3 million
of net plant, property and equipment.
|
•
|
Oil Allowances
–
Historically, oil allowances were recorded when received as consideration for services performed. Under ASC 606, the Partnership does not believe such amounts represent consideration from a customer. Any excess product obtained and sold as a result of these allowances is recorded as product sale. This change decreased “Service revenues” and “Service revenues - related party” by
$1 million
for the period ending
March 31, 2018
and increased Product sales and Product sales related party by
$1 million
.
|
(In millions)
|
Balance at December 31, 2017
|
|
ASC 606 Adjustment
|
|
Total
|
||||||
Assets
|
|
|
|
|
|
||||||
Inventories
|
$
|
65
|
|
|
$
|
1
|
|
|
$
|
66
|
|
Property, plant and equipment, net
|
12,187
|
|
|
(3
|
)
|
|
12,184
|
|
|||
Liabilities
|
|
|
|
|
|
||||||
Long-term deferred revenue
|
42
|
|
|
(3
|
)
|
|
39
|
|
|||
Equity
|
|
|
|
|
|
||||||
Common unitholders - public
|
$
|
8,379
|
|
|
$
|
1
|
|
|
$
|
8,380
|
|
|
Three Months Ended March 31, 2018
|
||||||||||
(In millions)
|
ASC 606 Balance
|
|
ASC 605 Balance
|
|
Effect of Change Higher/ (Lower)
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Service revenue
|
$
|
382
|
|
|
$
|
305
|
|
|
$
|
77
|
|
Service revenue - related parties
|
471
|
|
|
472
|
|
|
(1
|
)
|
|||
Service revenue - product related
|
44
|
|
|
—
|
|
|
44
|
|
|||
Rental income
|
79
|
|
|
63
|
|
|
16
|
|
|||
Product sales
(1)
|
207
|
|
|
228
|
|
|
(21
|
)
|
|||
Product sales - related parties
|
4
|
|
|
3
|
|
|
1
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenues
(2)
|
206
|
|
|
128
|
|
|
78
|
|
|||
Rental cost of sales
|
29
|
|
|
13
|
|
|
16
|
|
|||
Purchased product costs
|
187
|
|
|
163
|
|
|
24
|
|
|||
Depreciation and amortization
|
176
|
|
|
176
|
|
|
—
|
|
|||
Net income
|
$
|
423
|
|
|
$
|
425
|
|
|
$
|
(2
|
)
|
(1)
|
G&P “Product sales” exclude approximately
$1 million
of revenue related to derivative gains/losses and mark-to-market adjustments.
|
(2)
|
Excludes “Purchased product costs,” “Rental cost of sales,” “Purchases,” “Depreciation and amortization,” “General and administrative expenses,” and “Other taxes.”
|
|
Three Months Ended March 31, 2018
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Service revenue
|
$
|
28
|
|
|
$
|
354
|
|
|
$
|
382
|
|
Service revenue - related parties
|
471
|
|
|
—
|
|
|
471
|
|
|||
Service revenue - product related
|
—
|
|
|
44
|
|
|
44
|
|
|||
Product sales
(1)
|
1
|
|
|
205
|
|
|
206
|
|
|||
Product sales - related parties
|
1
|
|
|
3
|
|
|
4
|
|
|||
Total revenues from contracts with customers
|
$
|
501
|
|
|
$
|
606
|
|
|
$
|
1,107
|
|
Non-ASC 606 revenue
(2)
|
|
|
|
|
313
|
|
|||||
Total revenues and other income
|
|
|
|
|
1,420
|
|
|||||
Revenue adjustment for unconsolidated affiliates
|
|
|
|
|
137
|
|
|||||
(Income) from equity method investments
|
|
|
|
|
(61
|
)
|
|||||
Other income - related parties
|
|
|
|
|
(13
|
)
|
|||||
Unrealized derivative (gain) related to product sales
|
|
|
|
|
(1
|
)
|
|||||
Total segment revenues and other income
|
|
|
|
|
$
|
1,482
|
|
(1)
|
G&P “Product sales” exclude approximately
$1 million
of revenue related to derivative gains/losses and mark-to-market adjustments.
|
(2)
|
Non-ASC 606 Revenue includes rental income, income from equity method investments, derivative gains/losses, mark-to-market adjustments, and other income.
|
(In millions)
|
Balance at January 1, 2018
(1)
|
|
Additions/ (Deletions)
|
|
Revenue Recognized
(2)
|
|
Balance at March 31, 2018
|
||||||||
Contract assets
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Deferred revenue
|
5
|
|
|
2
|
|
|
(2
|
)
|
|
5
|
|
||||
Deferred revenue - related parties
|
42
|
|
|
9
|
|
|
(9
|
)
|
|
42
|
|
||||
Long-term deferred revenue
|
7
|
|
|
1
|
|
|
—
|
|
|
8
|
|
||||
Long-term deferred revenue - related parties
|
39
|
|
|
6
|
|
|
—
|
|
|
45
|
|
(1)
|
Balance represents ASC 606 portion of each respective line items.
|
(2)
|
No
revenue was recognized related to past performance obligations, in the current period. Changes in long-term amounts represent reclassifications to current balances.
|
(In millions)
|
Logistics & Storage Services
|
|
Gathering & Processing Services
(3)
|
||||
2018
|
$
|
704
|
|
|
$
|
91
|
|
2019
|
929
|
|
|
118
|
|
||
2020
|
929
|
|
|
114
|
|
||
2021
|
929
|
|
|
113
|
|
||
2022 and thereafter
|
5,577
|
|
|
404
|
|
||
Total revenue on remaining performance obligations
(1),(2)
|
$
|
9,068
|
|
|
$
|
840
|
|
(1)
|
All fixed consideration from contracts with customers is included in the amounts presented above. Variable consideration that is constrained or not required to be estimated as it reflects our efforts to perform is excluded.
|
(2)
|
Arrangements deemed implicit leases are included in “Rental income” and are excluded from this table.
|
(3)
|
Only minimum volume commitments that are deemed fixed are included in the table above. The Partnership has various minimum volume commitments in processing arrangements that vary based on the actual Btu content of the gas received. These amounts are deemed variable consideration and are excluded from the table above.
|
(In millions)
|
March 31, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
$
|
2
|
|
|
$
|
5
|
|
Restricted cash
(1)
|
4
|
|
|
4
|
|
||
Cash, cash equivalents and restricted cash
(2)
|
$
|
6
|
|
|
$
|
9
|
|
(1)
|
The restricted cash balance is included within “Other current assets” on the Consolidated Balance Sheets.
|
(2)
|
As a result of the adoption of ASU 2016-18, the Consolidated Statements of Cash Flows now explain the change during the period of both “Cash and cash equivalents” and “Restricted cash.”
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Net cash provided by operating activities included:
|
|
|
|
||||
Interest paid (net of amounts capitalized)
|
$
|
103
|
|
|
$
|
49
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Net transfers of property, plant and equipment from materials and supplies inventories
|
1
|
|
|
6
|
|
||
Contribution of fixed assets to joint venture
(1)
|
$
|
—
|
|
|
$
|
328
|
|
(1)
|
Contribution of assets to Sherwood Midstream and Sherwood Midstream Holdings. See Note
5
.
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
(Decrease) increase in capital accruals
|
$
|
(6
|
)
|
|
$
|
2
|
|
(In millions)
|
Pension
Benefits
|
|
Other
Post-Retirement Benefits
|
|
Total
|
||||||
Balance as of December 1, 2017
(1)
|
$
|
(13
|
)
|
|
$
|
(1
|
)
|
|
$
|
(14
|
)
|
Other comprehensive loss - remeasurements
(2)
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||
Balance as of March 31, 2018
(1)
|
$
|
(14
|
)
|
|
$
|
(2
|
)
|
|
$
|
(16
|
)
|
(1)
|
These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost by LOOP and Explorer and are therefore included in the Consolidated Statements of Income under the caption “Income (loss) from equity method investments.”
|
(2)
|
Components of “Other comprehensive loss - remeasurements” relate to actuarial gains and losses as well as amortization of prior service costs. The Partnership records an adjustment to comprehensive income in accordance with its ownership interest in LOOP and Explorer.
|
|
Number
of Units |
|
Weighted
Average Fair Value |
|||
Outstanding at December 31, 2017
|
1,351,523
|
|
|
$
|
34.53
|
|
Granted
|
169,310
|
|
|
35.00
|
|
|
Settled
|
(217,093
|
)
|
|
33.83
|
|
|
Forfeited
|
(46,330
|
)
|
|
34.95
|
|
|
Outstanding at March 31, 2018
|
1,257,410
|
|
|
34.70
|
|
•
|
L&S segment operating income attributable to MPLX LP increased approximately
$268 million
, or
172 percent
, for the three months ended
March 31, 2018
compared to the same period of
2017
due to
$198 million
from the acquisition of Refining Logistics and Fuels Distribution,
$53 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 as of March 1, 2017.
|
•
|
G&P segment operating income attributable to MPLX LP increased approximately
$41 million
, or
13 percent
, for the three months ended
March 31, 2018
compared to the same period of
2017
. The G&P segment realized volume increases during the
first
quarter of 2018 primarily due to expansions in the Southwest as well as growth at the Sherwood, Majorsville and Bluestone plants. Compared to the
first
quarter of
2017
, processing volumes were up approximately
8 percent
, fractionated volumes were up approximately
15 percent
and gathering volumes were up approximately
31 percent
.
|
•
|
On
February 1, 2018
, we acquired Refining Logistics and Fuels Distribution from MPC in exchange for
$4.1 billion
in cash and a fixed number of common units and general partner units of
111.6 million
and
2.3 million
, respectively. The general partner units maintained MPC’s
two
percent economic general partner interest, which converted into a non-economic general partner interest immediately thereafter in the GP IDR Exchange. Refining Logistics contains the integrated tank farm assets that support MPC’s refining operations. These essential logistics assets include:
619
tanks with approximately
56 million
barrels storage capacity (crude, finished products and intermediates),
32
rail and truck racks,
18
docks, and gasoline blenders. Fuels Distribution is structured to provide a broad range of scheduling and marketing services as MPC’s sole and exclusive agent.
|
•
|
On
February 8, 2018
, the Partnership issued
$5.5 billion
of senior notes in a public offering, consisting of
$500 million
aggregate principal amount of
3.375
percent unsecured senior notes due
March 2023
,
$1.25 billion
aggregate principal amount of
4.0 percent
unsecured senior notes due
March 2028
,
$1.75 billion
aggregate
|
•
|
On
February 1, 2018
, immediately following the completion of the dropdown acquisition mentioned above, our general partner’s IDRs were eliminated and its two percent economic general partner interest in MPLX LP was converted into a non-economic general partner interest, all in exchange for
275 million
newly issued MPLX LP common units. This exchange eliminates the general partner cash distribution requirements of the Partnership and is expected to be accretive to DCF attributable to common unitholders in the third quarter and for the full year 2018.
|
•
|
On
February 1, 2018
, in connection with the dropdown acquisition, the Partnership drew $
4.1 billion
on a 364-day term loan facility with a syndicate of lenders, which was entered into on
January 2, 2018
. The proceeds of the term loan facility were used to fund the cash portion of the dropdown consideration.
|
•
|
During the
three
months ended
March 31, 2018
, we did not issue any common units under our ATM Program. As of
March 31, 2018
,
$1.7 billion
of common units remain available for issuance through the ATM Program.
|
|
Three Months Ended March 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
Variance
|
||||||
Total revenues and other income
|
$
|
1,420
|
|
|
$
|
886
|
|
|
$
|
534
|
|
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenues (excludes items below)
|
206
|
|
|
113
|
|
|
93
|
|
|||
Purchased product costs
|
187
|
|
|
131
|
|
|
56
|
|
|||
Rental cost of sales
|
29
|
|
|
12
|
|
|
17
|
|
|||
Rental cost of sales - related parties
|
1
|
|
|
—
|
|
|
1
|
|
|||
Purchases - related parties
|
177
|
|
|
107
|
|
|
70
|
|
|||
Depreciation and amortization
|
176
|
|
|
187
|
|
|
(11
|
)
|
|||
General and administrative expenses
|
69
|
|
|
58
|
|
|
11
|
|
|||
Other taxes
|
18
|
|
|
13
|
|
|
5
|
|
|||
Total costs and expenses
|
863
|
|
|
621
|
|
|
242
|
|
|||
Income from operations
|
557
|
|
|
265
|
|
|
292
|
|
|||
Related party interest and other financial costs
|
1
|
|
|
—
|
|
|
1
|
|
|||
Interest expense, net of amounts capitalized
|
112
|
|
|
66
|
|
|
46
|
|
|||
Other financial costs
|
17
|
|
|
12
|
|
|
5
|
|
|||
Income before income taxes
|
427
|
|
|
187
|
|
|
240
|
|
|||
Provision for income taxes
|
4
|
|
|
—
|
|
|
4
|
|
|||
Net income
|
423
|
|
|
187
|
|
|
236
|
|
|||
Less: Net income attributable to noncontrolling interests
|
2
|
|
|
1
|
|
|
1
|
|
|||
Less: Net income attributable to Predecessor
|
—
|
|
|
36
|
|
|
(36
|
)
|
|||
Net income attributable to MPLX LP
|
$
|
421
|
|
|
$
|
150
|
|
|
$
|
271
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA attributable to MPLX LP
(1)
|
$
|
760
|
|
|
$
|
423
|
|
|
$
|
337
|
|
DCF
(1)
|
619
|
|
|
354
|
|
|
265
|
|
|||
DCF attributable to GP and LP unitholders
(1)
|
603
|
|
|
338
|
|
|
265
|
|
(1)
|
Non-GAAP financial measure. See the following tables for reconciliations to the most directly comparable GAAP measures.
|
|
Three Months Ended March 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
Variance
|
||||||
Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income:
|
|
|
|
|
|
||||||
Net income
|
$
|
423
|
|
|
$
|
187
|
|
|
$
|
236
|
|
Depreciation and amortization
|
176
|
|
|
187
|
|
|
(11
|
)
|
|||
Provision for income taxes
|
4
|
|
|
—
|
|
|
4
|
|
|||
Amortization of deferred financing costs
|
16
|
|
|
12
|
|
|
4
|
|
|||
Non-cash equity-based compensation
|
4
|
|
|
3
|
|
|
1
|
|
|||
Net interest and other financial costs
|
114
|
|
|
66
|
|
|
48
|
|
|||
Income from equity method investments
|
(61
|
)
|
|
(5
|
)
|
|
(56
|
)
|
|||
Distributions from unconsolidated subsidiaries
|
68
|
|
|
33
|
|
|
35
|
|
|||
Other adjustments to equity method investment distributions
|
22
|
|
|
—
|
|
|
22
|
|
|||
Unrealized derivative gains
(1)
|
(7
|
)
|
|
(16
|
)
|
|
9
|
|
|||
Acquisition costs
|
3
|
|
|
4
|
|
|
(1
|
)
|
|||
Adjusted EBITDA
|
762
|
|
|
471
|
|
|
291
|
|
|||
Adjusted EBITDA attributable to noncontrolling interests
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Adjusted EBITDA attributable to Predecessor
(2)
|
—
|
|
|
(47
|
)
|
|
47
|
|
|||
Adjusted EBITDA attributable to MPLX LP
|
760
|
|
|
423
|
|
|
337
|
|
|||
Deferred revenue impacts
|
9
|
|
|
8
|
|
|
1
|
|
|||
Net interest and other financial costs
|
(114
|
)
|
|
(66
|
)
|
|
(48
|
)
|
|||
Maintenance capital expenditures
|
(25
|
)
|
|
(12
|
)
|
|
(13
|
)
|
|||
Equity method investment capital expenditures paid out
|
(11
|
)
|
|
(2
|
)
|
|
(9
|
)
|
|||
Other
|
—
|
|
|
1
|
|
|
(1
|
)
|
|||
Portion of DCF adjustments attributable to Predecessor
(2)
|
—
|
|
|
2
|
|
|
(2
|
)
|
|||
DCF
|
619
|
|
|
354
|
|
|
265
|
|
|||
Preferred unit distributions
|
(16
|
)
|
|
(16
|
)
|
|
—
|
|
|||
DCF attributable to GP and LP unitholders
|
$
|
603
|
|
|
$
|
338
|
|
|
$
|
265
|
|
|
Three Months Ended March 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
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
|
$
|
450
|
|
|
$
|
377
|
|
|
$
|
73
|
|
Changes in working capital items
|
178
|
|
|
44
|
|
|
134
|
|
|||
All other, net
|
(3
|
)
|
|
(9
|
)
|
|
6
|
|
|||
Non-cash equity-based compensation
|
4
|
|
|
3
|
|
|
1
|
|
|||
Net gain on disposal of assets
|
—
|
|
|
(1
|
)
|
|
1
|
|
|||
Net interest and other financial costs
|
114
|
|
|
66
|
|
|
48
|
|
|||
Asset retirement expenditures
|
1
|
|
|
1
|
|
|
—
|
|
|||
Unrealized derivative gains
(1)
|
(7
|
)
|
|
(16
|
)
|
|
9
|
|
|||
Acquisition costs
|
3
|
|
|
4
|
|
|
(1
|
)
|
|||
Other adjustments to equity method investment distributions
|
22
|
|
|
—
|
|
|
22
|
|
|||
Other
|
—
|
|
|
2
|
|
|
(2
|
)
|
|||
Adjusted EBITDA
|
762
|
|
|
471
|
|
|
291
|
|
|||
Adjusted EBITDA attributable to noncontrolling interests
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Adjusted EBITDA attributable to Predecessor
(2)
|
—
|
|
|
(47
|
)
|
|
47
|
|
|||
Adjusted EBITDA attributable to MPLX LP
|
760
|
|
|
423
|
|
|
337
|
|
|||
Deferred revenue impacts
|
9
|
|
|
8
|
|
|
1
|
|
|||
Net interest and other financial costs
|
(114
|
)
|
|
(66
|
)
|
|
(48
|
)
|
|||
Maintenance capital expenditures
|
(25
|
)
|
|
(12
|
)
|
|
(13
|
)
|
|||
Equity method investment capital expenditures paid out
|
(11
|
)
|
|
(2
|
)
|
|
(9
|
)
|
|||
Other
|
—
|
|
|
1
|
|
|
(1
|
)
|
|||
Portion of DCF adjustments attributable to Predecessor
(2)
|
—
|
|
|
2
|
|
|
(2
|
)
|
|||
DCF
|
619
|
|
|
354
|
|
|
265
|
|
|||
Preferred unit distributions
|
(16
|
)
|
|
(16
|
)
|
|
—
|
|
|||
DCF attributable to GP and LP unitholders
|
$
|
603
|
|
|
$
|
338
|
|
|
$
|
265
|
|
(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 March 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
Variance
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Segment revenues
|
$
|
646
|
|
|
$
|
345
|
|
|
$
|
301
|
|
Segment other income
|
12
|
|
|
12
|
|
|
—
|
|
|||
Total segment revenues and other income
|
658
|
|
|
357
|
|
|
301
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Segment cost of revenues
|
234
|
|
|
148
|
|
|
86
|
|
|||
Segment operating income before portion attributable to noncontrolling interests and Predecessor
|
424
|
|
|
209
|
|
|
215
|
|
|||
Segment portion attributable to noncontrolling interests and Predecessor
|
—
|
|
|
53
|
|
|
(53
|
)
|
|||
Segment operating income attributable to MPLX LP
|
$
|
424
|
|
|
$
|
156
|
|
|
$
|
268
|
|
|
Three Months Ended March 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
Variance
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Segment revenues
|
$
|
569
|
|
|
$
|
401
|
|
|
$
|
168
|
|
Product related revenues
|
249
|
|
|
196
|
|
|
53
|
|
|||
Segment other income
|
6
|
|
|
1
|
|
|
5
|
|
|||
Total segment revenues and other income
|
824
|
|
|
598
|
|
|
226
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Segment cost of revenues
|
235
|
|
|
113
|
|
|
122
|
|
|||
Purchased product costs
|
194
|
|
|
140
|
|
|
54
|
|
|||
Segment operating income before portion attributable to noncontrolling interests
|
395
|
|
|
345
|
|
|
50
|
|
|||
Segment portion attributable to noncontrolling interests
|
45
|
|
|
36
|
|
|
9
|
|
|||
Segment operating income attributable to MPLX LP
|
$
|
350
|
|
|
$
|
309
|
|
|
$
|
41
|
|
|
Three Months Ended March 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
Variance
|
||||||
Reconciliation to Income from operations:
|
|
|
|
|
|
||||||
Segment operating income attributable to MPLX LP
|
$
|
774
|
|
|
$
|
465
|
|
|
$
|
309
|
|
Segment portion attributable to unconsolidated affiliates
|
(53
|
)
|
|
(40
|
)
|
|
(13
|
)
|
|||
Segment portion attributable to Predecessor
|
—
|
|
|
53
|
|
|
(53
|
)
|
|||
Income from equity method investments
|
61
|
|
|
5
|
|
|
56
|
|
|||
Other income - related parties
|
13
|
|
|
11
|
|
|
2
|
|
|||
Unrealized derivative gains
(1)
|
7
|
|
|
16
|
|
|
(9
|
)
|
|||
Depreciation and amortization
|
(176
|
)
|
|
(187
|
)
|
|
11
|
|
|||
General and administrative expenses
|
(69
|
)
|
|
(58
|
)
|
|
(11
|
)
|
|||
Income from operations
|
$
|
557
|
|
|
$
|
265
|
|
|
$
|
292
|
|
|
Three Months Ended March 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
Variance
|
||||||
Reconciliation to Total revenues and other income:
|
|
|
|
|
|
||||||
Total segment revenues and other income
|
$
|
1,482
|
|
|
$
|
955
|
|
|
$
|
527
|
|
Revenue adjustment from unconsolidated affiliates
|
(137
|
)
|
|
(92
|
)
|
|
(45
|
)
|
|||
Income from equity method investments
|
61
|
|
|
5
|
|
|
56
|
|
|||
Other income - related parties
|
13
|
|
|
11
|
|
|
2
|
|
|||
Unrealized derivative gains related to product sales
(1)
|
1
|
|
|
7
|
|
|
(6
|
)
|
|||
Total revenues and other income
|
$
|
1,420
|
|
|
$
|
886
|
|
|
$
|
534
|
|
(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 March 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
Variance
|
||||||
Reconciliation to Net income attributable to noncontrolling interests and Predecessor:
|
|
|
|
|
|
||||||
Segment portion attributable to noncontrolling interests and Predecessor
|
$
|
45
|
|
|
$
|
89
|
|
|
$
|
(44
|
)
|
Portion of noncontrolling interests and Predecessor related to items below segment income from operations
|
(19
|
)
|
|
(36
|
)
|
|
17
|
|
|||
Portion of operating income attributable to noncontrolling interests of unconsolidated affiliates
|
(24
|
)
|
|
(16
|
)
|
|
(8
|
)
|
|||
Net income attributable to noncontrolling interests and Predecessor
|
$
|
2
|
|
|
$
|
37
|
|
|
$
|
(35
|
)
|
|
Fee-Based
|
|
Other
(1)
|
||
L&S
|
100
|
%
|
|
—
|
%
|
G&P
(2)
|
90
|
%
|
|
10
|
%
|
Total
|
95
|
%
|
|
5
|
%
|
(1)
|
Includes percent-of-proceeds, keep-whole, and other types of NGL arrangements tied to NGL, condensate, and natural gas prices. See Item 1. Business - Our G&P Contracts With Third Parties in our Annual Report on Form 10-K for the year ended December 31, 2017 for further discussion of each of these type of arrangements.
|
(2)
|
Includes unconsolidated affiliates (See Note
5
of the Notes to Consolidated Financial Statements).
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2018
|
|
2017
|
||||
Reconciliation of net operating margin to income from operations:
|
|
|
|
||||
Segment revenues
|
$
|
1,215
|
|
|
$
|
746
|
|
Product related revenues
|
249
|
|
|
196
|
|
||
Purchased product costs
|
(194
|
)
|
|
(140
|
)
|
||
Realized derivative loss related to purchased product costs
(1)
|
3
|
|
|
2
|
|
||
Other
|
5
|
|
|
—
|
|
||
Net operating margin
|
1,278
|
|
|
804
|
|
||
Revenue adjustment from unconsolidated affiliates
(2)
|
(137
|
)
|
|
(92
|
)
|
||
Realized derivative loss related to purchased product costs
(1)
|
(3
|
)
|
|
(2
|
)
|
||
Unrealized derivative (losses) gains
(1)
|
7
|
|
|
16
|
|
||
Income from equity method investments
|
61
|
|
|
5
|
|
||
Other income
|
4
|
|
|
2
|
|
||
Other income - related parties
|
23
|
|
|
22
|
|
||
Cost of revenues (excludes items below)
|
(206
|
)
|
|
(113
|
)
|
||
Rental cost of sales
|
(29
|
)
|
|
(12
|
)
|
||
Rental cost of sales - related parties
|
(1
|
)
|
|
—
|
|
||
Purchases - related parties
|
(177
|
)
|
|
(107
|
)
|
||
Depreciation and amortization
|
(176
|
)
|
|
(187
|
)
|
||
General and administrative expenses
|
(69
|
)
|
|
(58
|
)
|
||
Other taxes
|
(18
|
)
|
|
(13
|
)
|
||
Income from operations
|
$
|
557
|
|
|
$
|
265
|
|
(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
March 31, |
||||||
|
2018
|
|
2017
|
||||
L&S
|
|
|
|
||||
Pipeline throughput (mbpd)
|
|
|
|
||||
Crude oil pipelines
|
2,006
|
|
|
1,624
|
|
||
Product pipelines
|
1,056
|
|
|
951
|
|
||
Total pipelines
|
3,062
|
|
|
2,575
|
|
||
|
|
|
|
||||
Average tariff rates ($ per barrel)
(1)
|
|
|
|
||||
Crude oil pipelines
|
$
|
0.56
|
|
|
$
|
0.59
|
|
Product pipelines
|
0.76
|
|
|
0.76
|
|
||
Total pipelines
|
0.63
|
|
|
0.65
|
|
||
|
|
|
|
||||
Terminal throughput (mbpd)
|
1,445
|
|
|
1,424
|
|
||
|
|
|
|
||||
Marine Assets (number in operation)
(2)
|
|
|
|
||||
Barges
|
244
|
|
|
231
|
|
||
Towboats
|
20
|
|
|
18
|
|
||
|
|
|
|
||||
G&P
|
|
|
|
||||
Gathering Throughput (MMcf/d)
|
|
|
|
||||
Marcellus Operations
|
1,123
|
|
|
926
|
|
||
Utica Operations
(3)
|
1,570
|
|
|
914
|
|
||
Southwest Operations
(4)
|
1,478
|
|
|
1,344
|
|
||
Total gathering throughput
|
4,171
|
|
|
3,184
|
|
||
|
|
|
|
||||
Natural Gas Processed (MMcf/d)
|
|
|
|
||||
Marcellus Operations
|
4,114
|
|
|
3,532
|
|
||
Utica Operations
(3)
|
936
|
|
|
1,068
|
|
||
Southwest Operations
|
1,326
|
|
|
1,267
|
|
||
Southern Appalachian Operations
|
253
|
|
|
265
|
|
||
Total natural gas processed
|
6,629
|
|
|
6,132
|
|
||
|
|
|
|
||||
C2 + NGLs Fractionated (mbpd)
|
|
|
|
||||
Marcellus Operations
(5)
|
352
|
|
|
291
|
|
||
Utica Operations
(3)(5)
|
43
|
|
|
43
|
|
||
Southwest Operations
|
16
|
|
|
19
|
|
||
Southern Appalachian Operations
(6)
|
12
|
|
|
14
|
|
||
Total C2 + NGLs fractionated
(7)
|
423
|
|
|
367
|
|
||
|
|
|
|
||||
Pricing Information
|
|
|
|
||||
Natural Gas NYMEX HH ($ per MMBtu)
|
$
|
2.85
|
|
|
$
|
3.06
|
|
C2 + NGL Pricing ($ per gallon)
(8)
|
$
|
0.73
|
|
|
$
|
0.64
|
|
(1)
|
Average tariff rates calculated using pipeline transportation revenues divided by pipeline throughput barrels.
|
(2)
|
Represents total at end of period.
|
(3)
|
Includes unconsolidated equity method investments that are shown consolidated for segment purposes only.
|
(4)
|
Includes approximately
117
MMcf/d related to the unconsolidated equity method investment Wirth Gathering Partnership for the
three months ended
March 31, 2018
and
330
MMcf/d related to the unconsolidated equity method investments, Wirth Gathering Partnership and MarkWest Pioneer, L.L.C., for the
three months ended
March 31, 2017
. The Partnership acquired a 100 percent interest in MarkWest Pioneer on July 1, 2017.
|
(5)
|
Hopedale is jointly owned by Ohio Fractionation and MarkWest Utica EMG. Ohio Fractionation is a subsidiary of MarkWest Liberty Midstream. MarkWest Liberty Midstream and MarkWest Utica EMG are entities that operate in the Marcellus and Utica regions, respectively. The Marcellus Operations includes its portion utilized of the jointly owned Hopedale Fractionation Complex. The Utica Operations includes Utica’s portion utilized of the jointly owned Hopedale Fractionation Complex. 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.
|
(6)
|
Includes NGLs fractionated for the Marcellus Operations and Utica Operations.
|
(7)
|
Purity ethane makes up approximately
193
mbpd and
153
mbpd of total fractionated products for the
three months ended
months ended
March 31, 2018
and
2017
, respectively.
|
(8)
|
C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 35 percent ethane, 35 percent propane, six percent Iso-Butane, 12 percent normal butane and 12 percent natural gasoline.
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
450
|
|
|
$
|
377
|
|
Investing activities
|
(490
|
)
|
|
(955
|
)
|
||
Financing activities
|
37
|
|
|
607
|
|
||
Total
|
$
|
(3
|
)
|
|
$
|
29
|
|
(In millions)
|
March 31, 2018
|
|
December 31, 2017
|
||||
MPLX LP:
|
|
|
|
||||
Bank revolving credit facility due 2022
|
$
|
—
|
|
|
$
|
505
|
|
5.500% senior notes due February 2023
|
710
|
|
|
710
|
|
||
3.375% senior notes due March 2023
|
500
|
|
|
—
|
|
||
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
|
|
|
1,250
|
|
||
4.000% senior notes due March 2028
|
1,250
|
|
|
—
|
|
||
4.500% senior notes due April 2038
|
1,750
|
|
|
—
|
|
||
5.200% senior notes due March 2047
|
1,000
|
|
|
1,000
|
|
||
4.700% senior notes due April 2048
|
1,500
|
|
|
—
|
|
||
4.900% senior notes due April 2058
|
500
|
|
|
—
|
|
||
Consolidated subsidiaries:
|
|
|
|
||||
MarkWest - 4.500% - 5.500% senior notes, due 2023-2025
|
63
|
|
|
63
|
|
||
MPL - capital lease obligations due 2020
|
7
|
|
|
7
|
|
||
Total
|
12,357
|
|
|
7,362
|
|
||
Unamortized debt issuance costs
|
(79
|
)
|
|
(27
|
)
|
||
Unamortized discount
|
(416
|
)
|
|
(389
|
)
|
||
Amounts due within one year
|
(1
|
)
|
|
(1
|
)
|
||
Total long-term debt due after one year
|
$
|
11,861
|
|
|
$
|
6,945
|
|
Rating Agency
|
|
Rating
|
Moody’s
|
|
Baa3 (stable outlook)
|
Standard & Poor’s
|
|
BBB (stable outlook)
|
Fitch
|
|
BBB- (stable outlook)
|
|
March 31, 2018
|
||||||||||
(In millions)
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Available
Capacity
|
||||||
MPLX LP - bank revolving credit facility expiring 2022
(1)
|
$
|
2,250
|
|
|
$
|
(3
|
)
|
|
$
|
2,247
|
|
MPC Investment - loan agreement
(2)
|
500
|
|
|
—
|
|
|
500
|
|
|||
Total liquidity
|
$
|
2,750
|
|
|
$
|
(3
|
)
|
|
$
|
2,747
|
|
Cash and cash equivalents
|
|
|
|
|
2
|
|
|||||
Total liquidity
|
|
|
|
|
$
|
2,749
|
|
(1)
|
Outstanding borrowings include
$3 million
in letters of credit outstanding under this facility.
|
(In units)
|
Common
|
|
General Partner
|
|
Total
|
|||
Balance at December 31, 2017
|
407,130,020
|
|
|
8,308,773
|
|
|
415,438,793
|
|
Unit-based compensation awards
|
150,257
|
|
|
140
|
|
|
150,397
|
|
Contribution of refining logistics and fuels distribution assets
|
111,611,111
|
|
|
2,277,778
|
|
|
113,888,889
|
|
Conversion of GP economic interests
|
275,000,000
|
|
|
(10,586,691
|
)
|
|
264,413,309
|
|
Balance at March 31, 2018
|
793,891,388
|
|
|
—
|
|
|
793,891,388
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Distribution declared:
|
|
|
|
||||
Limited partner units - public
|
$
|
179
|
|
|
$
|
149
|
|
Limited partner units - MPC
|
288
|
|
|
49
|
|
||
General partner units - MPC
|
—
|
|
|
5
|
|
||
IDRs - MPC
|
—
|
|
|
60
|
|
||
Total GP & LP distribution declared
|
467
|
|
|
263
|
|
||
Redeemable preferred units
|
16
|
|
|
16
|
|
||
Total distribution declared
|
$
|
483
|
|
|
$
|
279
|
|
|
|
|
|
||||
Cash distributions declared per limited partner common unit
|
$
|
0.6175
|
|
|
$
|
0.5400
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Capital expenditures:
|
|
|
|
||||
Maintenance
|
$
|
25
|
|
|
$
|
12
|
|
Expansion
|
425
|
|
|
271
|
|
||
Total capital expenditures
|
450
|
|
|
283
|
|
||
Less: (Decrease) increase in capital accruals
|
(6
|
)
|
|
2
|
|
||
Asset retirement expenditures
|
1
|
|
|
1
|
|
||
Additions to property, plant and equipment
|
455
|
|
|
280
|
|
||
Capital expenditures of unconsolidated subsidiaries
(1)
|
54
|
|
|
124
|
|
||
Total gross capital expenditures
|
509
|
|
|
404
|
|
||
Less: Joint venture partner contributions
|
14
|
|
|
34
|
|
||
Total capital expenditures, net
|
495
|
|
|
370
|
|
||
Less: Maintenance capital expenditures
|
25
|
|
|
12
|
|
||
Total growth capital expenditures
|
$
|
470
|
|
|
$
|
358
|
|
(1)
|
Includes amounts related to unconsolidated, Partnership-operated subsidiaries.
|
Natural Gas Swaps
|
|
Volumes (MMBtu/d)
|
|
WAVG Price
(Per MMBtu) |
|
Fair Value
(in thousands) |
|||||
2018 (Apr - Dec)
|
|
2,435
|
|
|
$
|
2.65
|
|
|
$
|
(70
|
)
|
Propane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price
(Per Gal) |
|
Fair Value
(in thousands) |
|||||
2018 (Apr - Dec)
|
|
16,209
|
|
|
$
|
0.63
|
|
|
$
|
(688
|
)
|
IsoButane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price
(Per Gal) |
|
Fair Value
(in thousands) |
|||||
2018 (Apr - Dec)
|
|
1,585
|
|
|
$
|
0.79
|
|
|
$
|
(52
|
)
|
Normal Butane Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price
(Per Gal) |
|
Fair Value
(in thousands) |
|||||
2018 (Apr - Dec)
|
|
4,400
|
|
|
$
|
0.74
|
|
|
$
|
(119
|
)
|
Natural Gasoline Swaps
|
|
Volumes (Gal/d)
|
|
WAVG Price
(Per Gal) |
|
Fair Value
(in thousands) |
|||||
2018 (Apr - Dec)
|
|
2,958
|
|
|
$
|
1.17
|
|
|
$
|
(221
|
)
|
|
|
Financial Position
|
|
Notional Quantity (net)
|
|
Weighted Average Price
|
|||
Natural Gas (MMBtu)
|
|
Long
|
|
745,045
|
|
|
$
|
2.65
|
|
NGLs (Gal)
|
|
Short
|
|
7,696,503
|
|
|
$
|
0.72
|
|
(In millions)
|
Fair value as of March 31, 2018
(1)
|
|
Change in Fair Value
(2)
|
|
Change in Income Before Income Taxes for the Three Months Ended March 31, 2018
(3)
|
||||||
Long-term debt
|
|
|
|
|
|
||||||
Fixed-rate
|
$
|
12,442
|
|
|
$
|
1,265
|
|
|
N/A
|
|
|
Variable-rate
|
$
|
—
|
|
|
N/A
|
|
|
$
|
1
|
|
(1)
|
Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.
|
(2)
|
Assumes a 100-basis-point decrease in the weighted average yield-to-maturity at
March 31, 2018
.
|
(3)
|
Assumes a 100-basis-point change in interest rates. The change to net income was based on the weighted average balance of all outstanding variable-rate debt for the
three
months ended
March 31, 2018
.
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
|
Filing Date
|
|
SEC File No.
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
|
|
8-K
|
|
1.1
|
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
1.1
|
|
|
3/13/2018
|
|
001-35714
|
|
|
|
|
||
|
|
S-1
|
|
3.1
|
|
|
7/2/2012
|
|
333-182500
|
|
|
|
|
||
|
|
S-1/A
|
|
3.2
|
|
|
10/9/2012
|
|
333-182500
|
|
|
|
|
||
|
|
8-K
|
|
3.1
|
|
|
2/2/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.1
|
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.2
|
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.3
|
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.4
|
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.5
|
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
|
Filing Date
|
|
SEC File No.
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
|
|
8-K
|
|
10.1
|
|
|
1/4/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
10.1
|
|
|
3/5/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
10.1
|
|
|
2/2/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
10.2
|
|
|
2/2/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
10.3
|
|
|
2/2/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
10.4
|
|
|
2/2/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
10.5
|
|
|
2/2/2018
|
|
001-35714
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
|
Filing Date
|
|
SEC File No.
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
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: April 30, 2018
|
By:
|
|
/s/ C. Kristopher Hagedorn
|
|
|
|
C. Kristopher Hagedorn
|
|
|
|
Vice President and Controller of MPLX GP LLC
(the general partner of MPLX LP)
|
(i)
|
January 1, 2017 through December 31, 2017
|
(ii)
|
January 1, 2018 through December 31, 2018
|
(iii)
|
January 1, 2019 through December 31, 2019
|
(iv)
|
January 1, 2017 through December 31, 2019
|
TUR Performance Percentile
|
TUR Period Percentage
|
Ranked below 30
th
percentile
|
0%
|
Ranked at 30
th
percentile
|
50%
|
Ranked at 50
th
percentile
|
100%
|
Ranked at the 100
th
percentile
|
200%
|
(i)
|
January 1, 2017 through December 31, 2017
|
(ii)
|
January 1, 2018 through December 31, 2018
|
(iii)
|
January 1, 2019 through December 31, 2019
|
|
MPLX GP LLC
|
|
|
|
|
|
|
|
|
By
|
|
|
|
Authorized Officer
|
|
|
|
|
MPLX GP LLC
|
|
|
|
|
|
|
|
|
By
|
|
|
|
Authorized Officer
|
|
|
|
TUR Performance Percentile
|
TUR Period Percentage
|
Ranked below 30
th
percentile
|
0%
|
Ranked at 30
th
percentile
|
50%
|
Ranked at 50
th
percentile
|
100%
|
Ranked at the 100
th
percentile
|
200%
|
|
MPLX GP LLC
|
|
|
|
|
|
|
|
|
By
|
|
|
|
Authorized Officer
|
|
|
|
(i)
|
one-third of the Phantom Units shall vest on the first anniversary of the Grant Date;
|
(ii)
|
an additional one-third of the Phantom Units shall vest on the second anniversary of the Grant Date; and
|
(iii)
|
all remaining Phantom Units shall vest on the third anniversary of the Grant Date;
|
(i)
|
termination of the Participant’s Employment due to death;
|
(ii)
|
termination of the Participant’s Employment due to Mandatory Retirement;
|
(iii)
|
Participant’s Qualified Termination provided that as of such Qualified Termination the Participant has been in continuous Employment since the Grant Date.
|
|
MPLX GP LLC
|
|
|
|
|
|
|
|
|
By
|
|
|
|
Authorized Officer
|
|
|
|
(i)
|
termination of the Participant’s Employment due to death;
|
(ii)
|
termination of the Participant’s Employment due to Mandatory Retirement; or
|
(iii)
|
Participant’s Qualified Termination provided that as of such Qualified Termination the Participant has been in continuous Employment since the Grant Date.
|
|
MPLX GP LLC
|
|
|
|
|
|
|
|
|
By
|
|
|
|
Authorized Officer
|
|
|
|
|
MPC INVESTMENT LLC
|
|
|
|
|
|
By:
|
/s/ Timothy T. Griffith
|
|
Name:
|
Timothy T. Griffith
|
|
Title:
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
MPLX LP
|
|
|
By: MPLX GP LLC, its General Partner
|
|
|
|
|
|
By:
|
/s/ Pamela K.M. Beall
|
|
Name:
|
Pamela K.M. Beall
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
|
|
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:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: April 30, 2018
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/s/ Gary R. Heminger
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Gary R. Heminger
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Chairman of the Board of Directors and Chief Executive Officer of MPLX GP LLC (the general partner of MPLX LP)
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1.
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I have reviewed this report on Form 10-Q of MPLX LP;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(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;
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(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
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(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.
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Date: April 30, 2018
|
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/s/ Pamela K.M. Beall
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|
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Pamela K.M. Beall
|
|
|
Director, Executive Vice President and Chief Financial Officer of MPLX GP LLC
(the general partner of MPLX LP)
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(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
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Date: April 30, 2018
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|
|
|
|
|
/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: April 30, 2018
|
|
|
|
|
|
/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)
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