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EX-31.1 - EXHIBIT 31.1 - MPLX LPmplx-2017331xex311.htm
EX-32.2 - EXHIBIT 32.2 - MPLX LPmplx-2017331xex322.htm
EX-32.1 - EXHIBIT 32.1 - MPLX LPmplx-2017331xex321.htm
EX-31.2 - EXHIBIT 31.2 - MPLX LPmplx-2017331xex312.htm
EX-10.9 - EXHIBIT 10.9 - MPLX LPmplx-2017331xex109.htm
EX-10.8 - EXHIBIT 10.8 - MPLX LPmplx-2017331xex108.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _____________________________________________
FORM 10-Q
 _____________________________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2017

OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 001-35714
_____________________________________________ 
MPLX LP
(Exact name of registrant as specified in its charter)
 _____________________________________________
Delaware
 
27-0005456
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
200 E. Hardin Street, Findlay, Ohio
 
45840
(Address of principal executive offices)
 
(Zip code)
(419) 421-2414
(Registrant’s telephone number, including area code)
 _____________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x     No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer
¨
 
 
 
 
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller reporting company
¨
 
 
 
 
 
 
Emerging growth company
¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes  ¨    No  x

MPLX LP had 374,754,198 common units, 3,990,878 Class B units and 7,722,352 general partner units outstanding at April 27, 2017.





MPLX LP
Form 10-Q
Quarter Ended March 31, 2017

INDEX


Unless the context otherwise requires, references in this report to “MPLX LP,” “the Partnership,” “we,” “our,” “us,” or like terms refer to MPLX LP and its subsidiaries, including MPLX Operations LLC (“MPLX Operations”), MPLX Terminal and Storage LLC (“MPLX Terminal and Storage”), MarkWest Energy Partners, L.P. (“MarkWest”), MarkWest Hydrocarbon, L.L.C. (“MarkWest Hydrocarbon”), MPLX Pipe Line Holdings LLC (“Pipe Line Holdings”), Marathon Pipe Line LLC (“MPL”), Ohio River Pipe Line LLC (“ORPL”), Hardin Street Marine LLC (“HSM”), Hardin Street Transportation LLC (“HST”), Woodhaven Cavern LLC (“WHC”) and MPLX Terminals LLC (“MPLXT”). We have partial ownership interests in a number of joint venture legal entities, including MarkWest Pioneer, L.L.C. (“MarkWest Pioneer”), MarkWest Utica EMG, L.L.C. (“MarkWest Utica EMG”) and its subsidiary Ohio Gathering Company, L.L.C. (“Ohio Gathering”), Ohio Condensate Company, L.L.C. (“Ohio Condensate”), Wirth Gathering Partnership (“Wirth”), MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C. (“Jefferson Dry Gas”), Sherwood Midstream LLC (“Sherwood Midstream”), Sherwood Midstream Holdings LLC (“Sherwood Midstream Holdings”), MarEn Bakken Company, LLC (“MarEn Bakken”), Johnston County Terminal, LLC (“Johnston Terminal”) and Guilford County Terminal Company, LLC (“Guilford Terminal”). References to “MPC” refer collectively to Marathon Petroleum Corporation and its subsidiaries, other than the Partnership. Unless otherwise specified, references to “Predecessor” refer collectively to HSM’s, HST’s, WHC’s and MPLXT’s related assets, liabilities and results of operations prior to the dates of their respective acquisitions effective January 1, 2014 for HSM, January 1, 2015 for HST and WHC and April 1, 2016 for MPLXT.

1




Glossary of Terms

The abbreviations, acronyms and industry technology used in this report are defined as follows.
ATM Program
A continuous offering, or at-the-market program, by which the Partnership may offer up to an aggregate of $1.2 billion of common units, in amounts, at prices and on terms to be determined by market conditions and other factors at the time of any offerings, as defined by the prospectus supplement filed with the SEC on August 4, 2016
Bbl
Barrels
Btu
One British thermal unit, an energy measurement
Condensate
A natural gas liquid with a low vapor pressure mainly composed of propane, butane, pentane and heavier hydrocarbon fractions
DCF (a non-GAAP financial measure)
Distributable Cash Flow
Dth/d
Dekatherms per day
EBITDA (a non-GAAP financial measure)
Earnings Before Interest, Taxes, Depreciation and Amortization
EPA
United States Environmental Protection Agency
FASB
Financial Accounting Standards Board
GAAP
Accounting principles generally accepted in the United States of America
Gal
Gallon
Gal/d
Gallons per day
Initial Offering
Initial public offering on October 31, 2012
LIBOR
London Interbank Offered Rate
MarkWest Merger
On December 4, 2015, a wholly-owned subsidiary of the Partnership merged with MarkWest Energy Partners L.P.
mbpd
Thousand barrels per day
MMBtu
One million British thermal units, an energy measurement
mmcf/d
One million cubic feet of natural gas per day
Net operating margin (a non-GAAP financial measure)
Segment revenue, less segment purchased product costs, less realized derivative gain (loss)
NGL
Natural gas liquids, such as ethane, propane, butanes and natural gasoline
OTC
Over-the-Counter
Predecessor
Collectively:
   - HSM’s related assets, liabilities, and results of operations prior to the date of its acquisition, March 31, 2016, effective January 1, 2015.
   - HST’s, WHC’s and MPLXT’s related assets, liabilities and results of operations prior to the dates of the acquisition, March 1, 2017, effective January 1, 2015 for HST and WHC and on April 1, 2016 for MPLXT.
Realized derivative gain/loss
The gain or loss recognized when a derivative matures or is settled
SEC
Securities and Exchange Commission
SMR
Steam methane reformer, operated by a third party and located at the Javelina gas processing and fractionation complex in Corpus Christi, Texas
Unrealized derivative gain/loss
The gain or loss recognized on a derivative due to changes in fair value prior to the instrument maturing or settling
VIE
Variable interest entity
WTI
West Texas Intermediate


2




Part I—Financial Information

Item 1. Financial Statements
MPLX LP
Consolidated Statements of Income (Unaudited)
 
Three Months Ended 
 March 31,
(In millions, except per unit data)
2017
 
2016(1)
Revenues and other income:
 
 
 
Service revenue
$
260

 
$
229

Service revenue - related parties
255

 
177

Rental income
69

 
70

Rental income - related parties
67

 
38

Product sales
203

 
100

Product sales - related parties
2

 
3

Gain on sale of assets
1

 

Income from equity method investments
5

 
5

Other income
2

 
2

Other income - related parties
22

 
21

Total revenues and other income
886

 
645

Costs and expenses:
 
 
 
Cost of revenues (excludes items below)
113

 
94

Purchased product costs
131

 
79

Rental cost of sales
12

 
14

Purchases - related parties
107

 
78

Depreciation and amortization
187

 
136

Impairment expense

 
129

General and administrative expenses
58

 
53

Other taxes
13

 
12

Total costs and expenses
621

 
595

Income from operations
265

 
50

Related party interest and other financial costs

 
1

Interest expense (net of amounts capitalized of $7 million and $7 million, respectively)
66

 
55

Other financial costs
12

 
12

Income (loss) before income taxes
187

 
(18
)
Benefit for income taxes

 
(4
)
Net income (loss)
187

 
(14
)
Less: Net income attributable to noncontrolling interests
1

 

Less: Net income attributable to Predecessor
36

 
46

Net income (loss) attributable to MPLX LP
150

 
(60
)
Less: Preferred unit distributions
16

 

Less: General partner’s interest in net income attributable to MPLX LP
62

 
39

Limited partners’ interest in net income (loss) attributable to MPLX LP
$
72

 
$
(99
)
Per Unit Data (See Note 6)
 
 
 
Net income (loss) attributable to MPLX LP per limited partner unit:
 
 
 
Common - basic
$
0.20

 
$
(0.33
)
Common - diluted
0.19

 
(0.33
)
Weighted average limited partner units outstanding:
 
 
 
Common - basic
362

 
300

Common - diluted
367

 
300

Cash distributions declared per limited partner common unit
$
0.5400

 
$
0.5050

(1)
Financial information has been retrospectively adjusted for the acquisition of HST and WHC from MPC. See Notes 1 and 3.

The accompanying notes are an integral part of these consolidated financial statements.

3




MPLX LP
Consolidated Balance Sheets (Unaudited)
 
(In millions)
March 31, 
 2017
 
December 31, 2016(1)
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
265

 
$
234

Receivables, net
255

 
299

Receivables - related parties
198

 
247

Inventories
62

 
55

Other current assets
31

 
33

Total current assets
811

 
868

Equity method investments
3,306

 
2,471

Property, plant and equipment, net
11,411

 
11,408

Intangibles, net
482

 
492

Goodwill
2,245

 
2,245

Long-term receivables - related parties
13

 
11

Other noncurrent assets
17

 
14

Total assets
$
18,285

 
$
17,509

Liabilities
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
121

 
$
140

Accrued liabilities
194

 
232

Payables - related parties
91

 
87

Deferred revenue
3

 
2

Deferred revenue - related parties
38

 
38

Accrued property, plant and equipment
138

 
146

Accrued taxes
31

 
38

Accrued interest payable
70

 
53

Other current liabilities
26

 
27

Total current liabilities
712

 
763

Long-term deferred revenue
19

 
12

Long-term deferred revenue - related parties
26

 
19

Long-term debt
6,654

 
4,422

Deferred income taxes
6

 
6

Deferred credits and other liabilities
168

 
177

Total liabilities
7,585

 
5,399

Commitments and contingencies (see Note 17)

 

Redeemable preferred units
1,000

 
1,000

Equity
 
 
 
Common unitholders - public (275 million and 271 million units issued and outstanding)
8,147

 
8,086

Class B unitholders (4 million and 4 million units issued and outstanding)
133

 
133

Common unitholder - MPC (90 million and 86 million units issued and outstanding)
1,184

 
1,069

Common unitholder - GP (9 million and 0 units issued and outstanding)
350

 

General partner - MPC (8 million and 7 million units issued and outstanding)
(257
)
 
1,013

Equity of Predecessor

 
791

Total MPLX LP partners’ capital
9,557

 
11,092

Noncontrolling interest
143

 
18

Total equity
9,700

 
11,110

Total liabilities, preferred units and equity
$
18,285

 
$
17,509

(1)
Financial information has been retrospectively adjusted for the acquisition of HST, WHC and MPLXT from MPC. See Notes 1 and 3.

The accompanying notes are an integral part of these consolidated financial statements.

4




MPLX LP
Consolidated Statements of Cash Flows (Unaudited)
 
Three Months Ended 
 March 31,
(In millions)
2017
 
2016(1)
Increase (decrease) in cash and cash equivalents
 
 
 
Operating activities:
 
 
 
Net income (loss)
$
187

 
$
(14
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Amortization of deferred financing costs
12

 
11

Depreciation and amortization
187

 
136

Impairment expense

 
129

Deferred income taxes

 
(4
)
Asset retirement expenditures
(1
)
 

Gain on disposal of assets
(1
)
 

Income from equity method investments
(5
)
 
(5
)
Distributions from unconsolidated affiliates
33

 
38

Changes in:
 
 
 
Current receivables
44

 
(5
)
Inventories

 
1

Change in fair value of derivatives
(18
)
 
12

Current accounts payable and accrued liabilities
(59
)
 
(18
)
Receivables from / liabilities to related parties
(18
)
 
23

All other, net
16

 
17

Net cash provided by operating activities
377

 
321

Investing activities:
 
 
 
Additions to property, plant and equipment
(280
)
 
(304
)
Acquisitions, net of cash acquired
(220
)
 

Disposal of assets
(1
)
 

Investments - loans from (to) related parties
80

 
64

Investments in unconsolidated affiliates
(554
)
 
(29
)
Distributions from unconsolidated affiliates - return of capital
20

 

All other, net
2

 
3

Net cash used in investing activities
(953
)
 
(266
)
Financing activities:
 
 
 
Long-term debt - borrowings
2,241

 
306

  - repayments
(1
)
 
(857
)
Related party debt - borrowings
12

 
1,437

 - repayments
(12
)
 
(1,007
)
Debt issuance costs
(21
)
 

Net proceeds from equity offerings
151

 
321

Distribution to MPC for acquisition
(1,511
)
 

Distributions to preferred unitholders
(16
)
 

Distributions to unitholders and general partner
(242
)
 
(190
)
Distributions to noncontrolling interests
(2
)
 
(1
)
Contributions from noncontrolling interests
126

 
2

All other, net
(5
)
 
(1
)
Distributions to MPC from Predecessor
(113
)
 
(104
)
Net cash provided by (used in) financing activities
607

 
(94
)
Net increase (decrease) in cash and cash equivalents
31

 
(39
)
Cash and cash equivalents at beginning of period
234

 
43

Cash and cash equivalents at end of period
$
265

 
$
4

(1)
Financial information has been retrospectively adjusted for the acquisition of HST and WHC from MPC. See Notes 1 and 3.

The accompanying notes are an integral part of these consolidated financial statements.

5




MPLX LP
Consolidated Statements of Equity (Unaudited)
 
 
Partnership
 
 
 
 
 
 
(In millions)
Common
Unitholders
Public
 
Class B Unitholders Public
 
Common
Unitholder
MPC
 
Common Unitholder GP
 
General Partner
MPC
 
Non-controlling
Interests
 
Equity of Predecessor(1)
 
Total
Balance at December 31, 2015
$
7,691

 
$
266

 
$
465

 
$

 
$
819

 
$
13

 
$
692

 
$
9,946

Distributions to MPC from Predecessor

 

 

 

 

 

 
(104
)
 
(104
)
Issuance of units under ATM Program
315

 

 

 

 
6

 

 

 
321

Net (loss) income
(80
)
 

 
(19
)
 

 
39

 

 
46

 
(14
)
Allocation of MPC's net investment at acquisition

 

 
669

 

 
(337
)
 

 
(332
)
 

Distributions to unitholders and general partner
(120
)
 

 
(29
)
 

 
(41
)
 

 

 
(190
)
Distributions to noncontrolling interest

 

 

 

 

 
(1
)
 

 
(1
)
Contributions from noncontrolling interest

 

 

 

 

 
2

 

 
2

Equity-based compensation
2

 

 

 

 

 

 

 
2

Deferred income tax impact from changes in equity
(3
)
 

 

 

 
(2
)
 

 

 
(5
)
Balance at March 31, 2016
$
7,805

 
$
266


$
1,086


$

 
$
484


$
14


$
302

 
$
9,957

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Balance at December 31, 2016
$
8,086

 
$
133

 
$
1,069

 
$

 
$
1,013

 
$
18

 
$
791

 
$
11,110

Distributions to MPC from Predecessor

 

 

 

 

 

 
(113
)
 
(113
)
Issuance of units under ATM Program
148

 

 

 

 
3

 

 

 
151

Net income
55

 

 
17

 

 
62

 
1

 
36

 
171

Contribution from MPC

 

 

 

 

 

 
12

 
12

Allocation of MPC's net investment at acquisition

 

 
573

 
350

 
(197
)
 

 
(726
)
 

Distribution to MPC for acquisition

 

 
(430
)
 

 
(1,081
)
 

 

 
(1,511
)
Distributions to unitholders and general partner
(140
)
 

 
(45
)
 

 
(57
)
 

 

 
(242
)
Distributions to noncontrolling interest

 

 

 

 

 
(2
)
 

 
(2
)
Contributions from noncontrolling interest

 

 

 

 

 
126

 

 
126

Equity-based compensation
(1
)
 

 

 

 

 

 

 
(1
)
Other
(1
)
 

 

 

 

 

 

 
(1
)
Balance at March 31, 2017
$
8,147


$
133


$
1,184


$
350


$
(257
)

$
143


$

 
$
9,700

(1)
Financial information has been retrospectively adjusted for the acquisition of HST, WHC and MPLXT from MPC. See Notes 1 and 3.

The accompanying notes are an integral part of these consolidated financial statements.

6




Notes to Consolidated Financial Statements (Unaudited)

1. Description of the Business and Basis of Presentation

Description of the Business – MPLX LP is a diversified, growth-oriented master limited partnership formed by Marathon Petroleum Corporation. MPLX LP and its subsidiaries (collectively, the “Partnership”) are engaged in the gathering, processing and transportation of natural gas; the gathering, transportation, fractionation, storage and marketing of NGLs; and the transportation, storage and distribution of crude oil and refined petroleum products principally for our sponsor.

The Partnership’s business consists of two segments based on the nature of services it offers: Logistics and Storage (“L&S”) focused on crude oil and refined petroleum products and Gathering and Processing (“G&P”) focused on natural gas and NGLs. See Note 9 for additional information regarding operations.

Basis of Presentation – The Partnership’s consolidated financial statements include all majority-owned and controlled subsidiaries. For non-wholly-owned consolidated subsidiaries, the interests owned by third parties have been recorded as Noncontrolling interest in the accompanying Consolidated Balance Sheets. Intercompany investments, accounts and transactions have been eliminated. The Partnership’s investments in which the Partnership exercises significant influence but does not control and does not have a controlling financial interest are accounted for using the equity method. The Partnership’s investments in a VIE in which the Partnership exercises significant influence but does not control and is not the primary beneficiary are also accounted for using the equity method.

Effective March 1, 2017, the Partnership acquired pipeline, storage and terminal businesses which are operated through HST, WHC and MPLXT (collectively with HSM, the “Predecessor”) from MPC. The acquisition from MPC was considered a transfer between entities under common control. Accordingly, the Partnership recorded the acquisition from MPC on its Consolidated Balance Sheets at MPC’s historical basis instead of fair value. Transfers of businesses between entities under common control require prior periods to be retrospectively adjusted to furnish comparative information since inception of common control. Therefore, the accompanying consolidated financial statements and related notes of MPLX LP have been retrospectively adjusted to include the historical results of the assets acquired from MPC prior to the effective dates of the acquisition. See Note 3 for additional information regarding the HST, WHC and MPLXT acquisition. The accompanying financial statements and related notes present the combined financial position, results of operations, cash flows and equity of the Predecessor at historical cost. The financial statements of the Predecessor have been prepared from the separate records maintained by MPC and may not necessarily be indicative of the conditions or the results of operations that would have existed if the Predecessor had been operated as an unaffiliated entity.

In preparing the Consolidated Statements of Equity, net income attributable to MPLX LP is allocated to preferred unitholders based on a fixed distribution schedule, as discussed in Note 8, and subsequently allocated to the general partner and limited partner unitholders. Distributions, although earned, are not accrued for until declared. However, when distributions related to the incentive distribution rights are made, earnings equal to the amount of those distributions are first allocated to the general partner before the remaining earnings are allocated to the limited partner unitholders based on their respective ownership percentages. The allocation of net income attributable to MPLX LP for purposes of calculating net income per limited partner unit is described in Note 6.

The accompanying interim consolidated financial statements are unaudited; however, in the opinion of the Partnership’s management, these statements reflect all adjustments necessary for a fair statement of the results for the periods reported. All such adjustments are of a normal, recurring nature unless otherwise disclosed. These interim consolidated financial statements, including the notes, have been prepared in accordance with the rules and regulations of the SEC applicable to interim period financial statements and do not include all of the information and disclosures required by GAAP for complete financial statements.

These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2016. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results to be expected for the full year.


7




2. Accounting Standards

Recently Adopted

In October 2016, the FASB issued an accounting standard update to amend the consolidation guidance issued in February 2015 to require that a decision maker consider, in the determination of the primary beneficiary, its indirect interest in a VIE held by a related party that is under common control on a proportionate basis only. The change was effective for the financial statements for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The Partnership was required to apply the standard retrospectively to January 1, 2016, the date on which the Partnership adopted the consolidation guidance issued in February 2015. The Partnership adopted this accounting standard update in the first quarter of 2017 and it did not have an impact on the consolidated financial statements.

In March 2016, the FASB issued an accounting standard update on the accounting for employee share-based payments. This accounting standard update requires the recognition of income tax effects of awards through the income statement when awards vest or are settled. It will also increase the amount an employer can withhold for tax purposes without triggering liability accounting. Lastly, it allows employers to make a policy election to account for forfeitures as they occur. The changes were effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Under the new guidance, the Partnership will continue estimating forfeiture rates to calculate compensation cost. The Partnership adopted this accounting standard update in the first quarter of 2017 and it did not have a material impact on the consolidated financial statements.

Not Yet Adopted

In February 2017, the FASB issued an accounting standard update addressing the derecognition of nonfinancial assets. The guidance defines in substance nonfinancial assets, and states that the derecognition of business activities should be evaluated under the consolidation guidance, with limited exceptions related to conveyances of oil and gas mineral rights or contracts with customers. The standard eliminates the previous exclusion for businesses that are in-substance real estate, and eliminates some differences based on whether a transferred set is that of assets or a business and whether the transfer is to a joint venture. The standard must be implemented in conjunction with the implementation date of the revenue recognition accounting standard update, which the Partnership will implement January 1, 2018. The Partnership plans to adopt the new standard using the modified retrospective method and is in the process of determining the impact of the accounting standard update on the consolidated financial statements together with its evaluation of the new revenue recognition standard, as described further below.

In January 2017, the FASB issued an accounting standard update which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the new guidance, the recognition of an impairment charge is calculated based on the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The guidance should be applied on a prospective basis, and is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Partnership is in the process of determining the impact of the accounting standard update on the consolidated financial statements.

In January 2017, the FASB issued an accounting standard update to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard is intended to narrow the definition of a business by specifying the minimum inputs and processes and by narrowing the definition of outputs. The change is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The guidance will be applied prospectively and early adoption is permitted for certain transactions. The Partnership is in the process of determining the impact of the accounting standard update on the consolidated financial statements.

In November 2016, the FASB issued an accounting standard update requiring that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The change is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. Retrospective application is required. The application of this accounting standard update will not have a material impact on the Consolidated Statements of Cash Flows.

In August 2016, the FASB issued an accounting standard update related to the classification of certain cash flows. The accounting standard update provides specific guidance on eight cash flow classification issues, including debt prepayment or

8




debt extinguishment costs and distributions received from equity method investees. The change is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Partnership does not expect application of this accounting standard update to have a material impact on the Consolidated Statements of Cash Flows.

In June 2016, the FASB issued an accounting standard update related to the accounting for credit losses on certain financial instruments. The guidance requires that for most financial assets, losses are based on an expected loss approach which includes estimates of losses over the life of exposure that considers historical, current and forecasted information. Expanded disclosures related to the methods used to estimate the losses as well as a specific disaggregation of balances for financial assets are also required. The change is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Partnership does not expect application of this accounting standard update to have a material impact on the consolidated financial statements.

In February 2016, the FASB issued an accounting standard update requiring lessees to record virtually all leases on their balance sheets. The accounting standard update also requires expanded disclosures to help financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. For lessors, this amended guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. The change will be effective on a modified retrospective basis for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. The Partnership is currently evaluating the impact of this standard on the Partnership’s financial statements and disclosures, internal controls, and accounting policies. This evaluation process includes reviewing all forms of leases, performing a completeness assessment over the lease population and analyzing the practical expedients in order to determine the best path to implementation. The Partnership does not plan to early adopt the standard.

In January 2016, the FASB issued an accounting standard update requiring unconsolidated equity investments, not accounted for under the equity method, to be measured at fair value with changes in fair value recognized in net income. The accounting standard update also requires the use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes and the separate presentation of financial assets and liabilities by measurement category and form on the balance sheet and accompanying notes. The accounting standard update eliminates the requirement to disclose the methods and assumptions used in estimating the fair value of financial instruments measured at amortized cost. Lastly, the accounting standard update requires separate presentation in other comprehensive income of the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when electing to measure the liability at fair value in accordance with the fair value option for financial instruments. The changes are effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. Early adoption is permitted only for guidance regarding presentation of the liability’s credit risk. The application of this accounting standard update will not have a material impact on the Partnership’s consolidated financial statements.

In May 2014, the FASB issued an initial accounting standard update for revenue recognition for contracts with customers. The guidance in the accounting standard update states that revenue is recognized when a customer obtains control of a good or service. Recognition of the revenue will involve a multiple step approach including identifying the contract, identifying the separate performance obligations, determining the transaction price, allocating the price to the performance obligations and then recognizing the revenue as the obligations are satisfied. Additional disclosures will be required to provide adequate information to understand the nature, amount, timing and uncertainty of reported revenues and revenues expected to be recognized. The change will be effective on a retrospective or modified retrospective basis for fiscal years beginning after December 15, 2017, and interim periods within those years, with early adoption permitted no earlier than January 1, 2017.

The Partnership is currently evaluating the impact of the revenue recognition standard on the Partnership’s financial statements and disclosures, internal controls, and accounting policies. This evaluation process includes a phased approach, the first phase of which includes reviewing a sample of contracts and transaction types across segments. The Partnership is currently in the process of completing this first phase.

Based on the results of the first phase assessment to date, the Partnership has reached tentative conclusions for most contract types and does not believe revenue recognition patterns for fee-based or percent-of-proceeds contracts will change materially. The Partnership is currently finalizing the accounting impact on keep-whole and percent-of-liquids agreements under the new standard, specifically related to the accounting for noncash consideration received in the form of a commodity product. The Partnership does expect certain amounts to be grossed up in revenue as a result of implementation. In the first quarter of 2017, the Partnership started to calculate the impact of the new standard on 2016 operating results and write new policies and procedures related to the application upon adoption. The Partnership will provide updates as qualitative and quantitative conclusions are reached throughout 2017.

9





The Partnership will adopt the revenue recognition standard during the first quarter of 2018. The Partnership plans to adopt the new standard using the modified retrospective method which will result in a cumulative effect adjustment as of the date of adoption. By selecting this adoption method, the Partnership will disclose the amount by which each financial statement line item is affected by the standard in the current reporting period as compared with the guidance that was in effect before adoption.

3. Acquisitions

Acquisition of Hardin Street Transportation LLC, Woodhaven Cavern LLC and MPLX Terminals LLC

MPC contributed the assets of HST, WHC and MPLXT to newly created and wholly-owned subsidiaries and entered into commercial agreements related to services provided by these new entities to MPC on January 1, 2015 for HST and WHC and April 1, 2016 for MPLXT. Prior to these dates, these entities were not considered businesses and therefore there are no financial results from which to recast. Pursuant to a Membership Interests Contributions Agreement (the “Contributions Agreement”) entered into on March 1, 2017 by the Partnership with MPLX GP LLC (“MPLX GP”), MPLX Logistics Holdings LLC (“MPLX Logistics”), MPLX Holdings Inc. (“MPLX Holdings”) and MPC Investment LLC (“MPC Investment”), each a wholly-owned subsidiary of MPC, MPC Investment agreed to contribute the outstanding membership interests in HST, WHC and MPLXT through a series of intercompany contributions to the Partnership for approximately $1.5 billion in cash and equity consideration valued at approximately $504 million (the “Transaction”). The number of common units representing the equity consideration was determined by dividing the contribution amount by the simple average of the ten day trailing volume weighted average New York Stock Exchange price of a common unit for the ten trading days ending at market close on February 28, 2017. The fair value of the common and general partner units issued was approximately $503 million, as recorded on the Consolidated Statements of Equity, and consisted of (i) 9,197,900 common units representing limited partner interests in the Partnership to MPLX GP, (ii) 2,630,427 common units to MPLX Logistics and (iii) 1,132,049 common units to MPLX Holdings. The Partnership also issued 264,497 general partner units to MPLX GP in order to maintain its two percent general partner interest (GP Interest) in the Partnership. MPC agreed to waive two-thirds of the first quarter 2017 distributions on the MPLX LP common units issued in connection with the Transaction. MPC did not receive two-thirds of the general partner distributions or incentive distribution rights that would have otherwise accrued on such MPLX LP common units with respect to the first quarter distributions. The value of these waived distributions was $6 million.

HST owns and operates various private crude oil and refined product pipeline systems and associated storage tanks. These pipeline systems consist of 174 miles of crude oil pipelines and 430 miles of refined products pipelines. WHC owns and operates nine butane and propane storage caverns located in Michigan with approximately 1.8 million barrels of natural gas liquids storage capacity. MPLXT owns and operates 59 terminals for the receipt, storage, blending, additization, handling and redelivery of refined petroleum products. Additionally, MPLXT operates one leased terminal and has partial ownership interest in two terminals. Collectively, these 62 terminals have a combined total shell capacity of approximately 23.6 million barrels. The terminal facilities are located primarily in the Midwest, Gulf Coast and Southeast regions of the United States. The Partnership accounts for these businesses within the L&S segment.

The Partnership retrospectively adjusted the historical financial results for all periods to give effect to the acquisition of HST and WHC effective January 1, 2015 and the acquisition of MPLXT effective April 1, 2016, as required for transactions between entities under common control.


10



The following table presents the Partnership’s previously reported unaudited Consolidated Statements of Income, retrospectively adjusted for the acquisition of HST and WHC:
 
Three Months Ended March 31, 2016
(In millions, except per unit data)
MPLX LP (Previously Reported)
 
HST/WHC
 
Eliminations(1)
 
MPLX LP (Currently Reported)
Revenues and other income:
 
 
 
 
 
 
 
Service revenue
$
229

 
$

 
$

 
$
229

Service revenue to related parties
150

 
27

 

 
177

Rental income
70

 

 

 
70

Rental income to related parties
26

 
12

 

 
38

Product sales
100

 

 

 
100

Product sales to related parties
3

 

 

 
3

Income from equity method investments
5

 

 

 
5

Other income
2

 

 

 
2

Other income - related parties
24

 

 
(3
)
 
21

Total revenues and other income
609

 
39

 
(3
)
 
645

Costs and expenses:
 
 
 
 
 
 
 
Cost of revenues (excludes items below)
89

 
5

 

 
94

Purchased product costs
79

 

 

 
79

Rental cost of sales
14

 

 

 
14

Purchases from related parties
76

 
5

 
(3
)
 
78

Depreciation and amortization
132

 
4

 

 
136

Impairment expense
129

 

 

 
129

General and administrative expenses
52

 
1

 

 
53

Other taxes
11

 
1

 

 
12

Total costs and expenses
582

 
16

 
(3
)
 
595

Income from operations
27

 
23

 

 
50

Related party interest and other financial income
1

 

 

 
1

Interest expense (net of amounts capitalized)
55

 

 

 
55

Other financial costs
12

 

 

 
12

(Loss) income before income taxes
(41
)
 
23

 

 
(18
)
Benefit for income taxes
(4
)
 

 

 
(4
)
Net (loss) income
(37
)
 
23

 

 
(14
)
Net income attributable to Predecessor
23

 
23

 

 
46

Net loss attributable to MPLX LP
(60
)
 

 

 
(60
)
Less: General partner’s interest in net income attributable to MPLX LP
39

 

 

 
39

Limited partners’ interest in net loss attributable to MPLX LP
$
(99
)
 
$

 
$

 
$
(99
)

(1)
Represents intercompany transactions eliminated during the consolidation process, in accordance with GAAP.

11



The following table presents the Partnership’s previously reported Consolidated Balance Sheet, retrospectively adjusted for the acquisition of HST, WHC and MPLXT:
 
December 31, 2016
(In millions)
MPLX LP (Previously Reported)
 
HST/WHC
 
MPLXT
 
Eliminations(1)
 
MPLX LP (Currently Reported)
Assets
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
234

 
$

 
$

 
$

 
$
234

Receivables, net
297

 
1

 
1

 

 
299

Receivables from related parties
122

 
91

 
38

 
(4
)
 
247

Inventories
54

 
1

 

 

 
55

Other current assets
33

 

 

 

 
33

Total current assets
740

 
93

 
39

 
(4
)
 
868

Equity method investments
2,467

 

 
4

 

 
2,471

Property, plant and equipment, net
10,730

 
265

 
413

 

 
11,408

Intangibles, net
492

 

 

 

 
492

Goodwill
2,199

 
25

 
21

 

 
2,245

Long-term receivables from related parties
4

 

 
7

 

 
11

Other noncurrent assets
14

 

 

 

 
14

Total assets
$
16,646

 
$
383

 
$
484

 
$
(4
)
 
$
17,509

Liabilities
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
123

 
$
5

 
$
12

 
$

 
$
140

Accrued liabilities
228

 
4

 

 

 
232

Payables to related parties
75

 
4

 
12

 
(4
)
 
87

Deferred revenue
2

 

 

 

 
2

Deferred revenue - related parties
34

 
4

 

 

 
38

Accrued property, plant and equipment
132

 
9

 
5

 

 
146

Accrued taxes
33

 
2

 
3

 

 
38

Accrued interest payable
53

 

 

 

 
53

Other current liabilities
24

 
1

 
2

 

 
27

Total current liabilities
704

 
29

 
34

 
(4
)
 
763

Long-term deferred revenue
12

 

 

 

 
12

Long-term deferred revenue - related parties
15

 

 
4

 

 
19

Long-term debt
4,422

 

 

 

 
4,422

Deferred income taxes
5

 

 
1

 

 
6

Deferred credits and other liabilities
169

 
2

 
6

 

 
177

Total liabilities
5,327

 
31

 
45

 
(4
)
 
5,399

Redeemable preferred units
1,000

 

 

 

 
1,000

Equity
 
 
 
 
 
 
 
 
 
Common unitholders - public
8,086

 

 

 

 
8,086

Class B unitholders
133

 

 

 

 
133

Common unitholder - MPC
1,069

 

 

 

 
1,069

General partner - MPC
1,013

 

 

 

 
1,013

Equity of Predecessor

 
352

 
439

 

 
791

Total MPLX LP partners’ capital
10,301

 
352

 
439

 

 
11,092

Noncontrolling interest
18

 

 

 

 
18

Total equity
10,319

 
352

 
439

 

 
11,110

Total liabilities and equity
$
16,646

 
$
383

 
$
484

 
$
(4
)
 
$
17,509


(1)
Represents intercompany transactions eliminated during the consolidation process, in accordance with GAAP.

12



The following table presents the Partnership’s previously reported unaudited Consolidated Statements of Cash Flows, retrospectively adjusted for the acquisition of HST and WHC:
 
Three Months Ended March 31, 2016
(In millions)
MPLX LP (Previously Reported)
 
HST/WHC
 
MPLX LP (Currently Reported)
Increase (decrease) in cash and cash equivalents
 
 
 
 
 
Operating activities:
 
 
 
 
 
Net (loss) income
$
(37
)
 
$
23

 
$
(14
)
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Amortization of deferred financing costs
11

 

 
11

Depreciation and amortization
132

 
4

 
136

Impairment expense
129

 

 
129

Deferred income taxes
(4
)
 

 
(4
)
Income from equity method investments
(5
)
 

 
(5
)
Distributions from unconsolidated affiliates
38

 

 
38

Changes in:
 
 
 
 
 
Current receivables
(5
)
 

 
(5
)
Inventories
1

 

 
1

Change in fair value of derivatives
12

 

 
12

Current accounts payable and accrued liabilities
(15
)
 
(3
)
 
(18
)
Receivables from / liabilities to related parties
23

 

 
23

All other, net
15

 
2

 
17

Net cash provided by operating activities
295

 
26

 
321

Investing activities:
 
 
 
 
 
Additions to property, plant and equipment
(291
)
 
(13
)
 
(304
)
Investments - loans from (to) related parties
77

 
(13
)
 
64

Investments in unconsolidated affiliates
(29
)
 

 
(29
)
All other, net
3

 

 
3

Net cash used in investing activities
(240
)
 
(26
)
 
(266
)
Financing activities:
 
 
 
 
 
Long-term debt - borrowings
306

 

 
306

 - repayments
(857
)
 

 
(857
)
Related party debt - borrowings
1,437

 

 
1,437

- repayments
(1,007
)
 

 
(1,007
)
Net proceeds from equity offerings
321

 

 
321

Distributions to unitholders and general partner
(190
)
 

 
(190
)
Distributions to noncontrolling interests
(1
)
 

 
(1
)
Contributions from noncontrolling interests
2

 

 
2

All other, net
(1
)
 

 
(1
)
Distributions to MPC from Predecessor
(104
)
 

 
(104
)
Net cash used in financing activities
(94
)
 

 
(94
)
Net decrease in cash and cash equivalents
(39
)
 

 
(39
)
Cash and cash equivalents at beginning of period
43

 

 
43

Cash and cash equivalents at end of period
$
4

 
$

 
$
4


13



Acquisition of Ozark Pipeline

On March 1, 2017, the Partnership acquired the Ozark pipeline from Enbridge Pipelines (Ozark) LLC for approximately $220 million. The Ozark pipeline is a 433-mile, 22-inch crude oil pipeline originating in Cushing, Oklahoma, and terminating in Wood River, Illinois, capable of transporting approximately 230 mbpd. The Partnership accounts for the Ozark pipeline within its L&S segment.

The components of the fair value of consideration transferred was $220 million of cash. The Partnership is still completing its analysis of the final purchase price allocation for property, plant and equipment, intangibles and resulting goodwill. The estimated fair value of assets acquired and liabilities assumed at the acquisition date has been allocated primarily to property, plant and equipment.

The amounts of revenue and income from operations associated with the acquisition included in the Consolidated Statements of Income from the acquisition date, March 1, 2017, to March 31, 2017 are as follows:
(In millions)
One Month Ended
March 31, 2017
Revenues and other income
$
7

Income from operations
2


Assuming the acquisition of the Ozark pipeline had occurred on January 1, 2016, the consolidated pro forma results would not have been materially different from reported results.

Acquisition of Hardin Street Marine LLC

On March 14, 2016, the Partnership entered into a Membership Interests Contribution Agreement (the “Contribution Agreement”) with MPLX GP, MPLX Logistics and MPC Investment, each a wholly-owned subsidiary of MPC, related to the acquisition of HSM, MPC’s inland marine business, from MPC. Pursuant to the Contribution Agreement, the transaction was valued at $600 million consisting of a fixed number of common units and general partner units of 22,534,002 and 459,878, respectively. The general partner units maintain MPC’s two percent GP Interest in the Partnership. The acquisition closed on March 31, 2016 and the fair value of the common units and general partner units issued was $669 million and $14 million, respectively, as recorded on the Consolidated Statements of Equity. MPC agreed to waive distributions in the first quarter of 2016 on MPLX LP common units issued in connection with this transaction. MPC did not receive general partner distributions or incentive distribution rights that would have otherwise accrued on such MPLX LP common units with respect to the first quarter 2016 distributions. The value of these waived distributions was $15 million.

The inland marine business, comprised of 18 tow boats and 205 barges which transport light products, heavy oils, crude oil, renewable fuels, chemicals and feedstocks in the Midwest and U.S. Gulf Coast regions, accounted for nearly 60 percent of the total volumes MPC shipped by inland marine vessels as of March 31, 2016. The Partnership accounts for HSM as a reporting unit of the L&S segment.

4. Investments and Non-Controlling Interests

Summarized financial information for the Partnership’s equity method investments for the three months ended March 31, 2017 and 2016 is as follows:
 
Three Months Ended March 31, 2017
(In millions)
MarkWest Utica EMG
 
Other VIEs
 
Non-VIEs
 
Total
Revenue and other income
$
50

 
$
8

 
$
45

 
$
103

Costs and expenses
25

 
8

 
33

 
66

Income from operations
25

 

 
12

 
37

Net income
25

 

 
8

 
33

Income (loss) from equity method investments(1)
4

 
(1
)
 
2

 
5



14



 
Three Months Ended March 31, 2016
(In millions)
MarkWest Utica EMG
 
Other VIEs
 
Non-VIEs
 
Total
Revenue and other income
$
61

 
$
5

 
$
29

 
$
95

Costs and expenses
22

 
4

 
20

 
46

Income from operations
39

 
1

 
9

 
49

Net income
38

 
1

 
9

 
48

Income from equity method investments(1)
4

 

 
1

 
5


(1)
Income (loss) from equity method investments includes the impact of any basis differential amortization or accretion.

Summarized balance sheet information for the Partnership’s equity method investments as of March 31, 2017 and December 31, 2016 is as follows:
 
March 31, 2017
(In millions)
MarkWest Utica EMG(1)
 
Other VIEs
 
Non-VIEs
 
Total
Current assets
$
63

 
$
48

 
$
34

 
$
145

Noncurrent assets
2,145

 
832

 
379

 
3,356

Current liabilities
29

 
96

 
20

 
145

Noncurrent liabilities
2

 
10

 

 
12


 
December 31, 2016
(In millions)
MarkWest Utica EMG(1)
 
Other VIEs
 
Non-VIEs
 
Total
Current assets
$
45

 
$
2

 
$
40

 
$
87

Noncurrent assets
2,173

 
132

 
390

 
2,695

Current liabilities
30

 
4

 
26

 
60

Noncurrent liabilities
2

 
13

 

 
15


(1)
MarkWest Utica EMG’s noncurrent assets includes its investment in its subsidiary Ohio Gathering, which does not appear elsewhere in this table. The investment was $792 million and $794 million as of March 31, 2017 and December 31, 2016, respectively.

As of March 31, 2017 and December 31, 2016, the carrying value of the Partnership’s equity method investments exceeded the underlying net assets of its investees by $1.1 billion. This basis difference is being amortized or accreted into net income over the remaining estimated useful lives of the underlying net assets, except for $459 million of excess related to goodwill.

MarkWest Utica EMG

Effective January 1, 2012, MarkWest Utica Operating Company, LLC (“Utica Operating”), a wholly-owned and consolidated subsidiary of MarkWest, and EMG Utica (together the “Members”) executed agreements to form a joint venture, MarkWest Utica EMG, to develop significant natural gas gathering, processing and NGL fractionation, transportation and marketing infrastructure in eastern Ohio. The related limited liability company agreement has been amended from time to time (the limited liability company agreement currently in effect is referred to as the “Amended LLC Agreement”). The aggregate funding commitment of EMG Utica was $950 million (the “Minimum EMG Investment”). Thereafter, Utica Operating was required to fund, as needed, 100 percent of future capital for MarkWest Utica EMG until the aggregate capital that had been contributed by the Members reached $2.0 billion, which occurred prior to the MarkWest Merger. Until such time as the investment balances of Utica Operating and EMG Utica are in the ratio of 70 percent and 30 percent, respectively (such time being referred to as the “Second Equalization Date”), EMG Utica will have the right, but not the obligation, to fund up to 10 percent of each capital call for MarkWest Utica EMG, and Utica Operating will be required to fund all remaining capital not elected to be funded by EMG Utica. After the Second Equalization Date, Utica Operating and EMG Utica will have the right, but not the obligation, to fund their pro rata portion (based on their respective investment balances) of any additional required capital and may also fund additional capital that the other party elects not to fund. As of March 31, 2017, EMG Utica has

15



contributed approximately $1.2 billion and Utica Operating has contributed approximately $1.5 billion to MarkWest Utica EMG.

Under the Amended LLC Agreement, prior to December 31, 2016, EMG Utica’s investment balance was increased by a quarterly special non-cash allocation of income (“Preference Amount”), calculated based upon the amount of capital contributed by EMG Utica in excess of $500 million. After December 31, 2016, no Preference Amount will accrue to EMG Utica’s investment balance. EMG Utica received a Preference Amount totaling approximately $4 million for the three months ended March 31, 2016.

Under the Amended LLC Agreement, after December 31, 2016, cash generated by MarkWest Utica EMG that is available for distribution (the “Distribution”) will be allocated to the Members in proportion to their respective investment balances. As of March 31, 2017, Utica Operating’s investment balance in MarkWest Utica EMG was approximately 56 percent.

MarkWest Utica EMG is deemed to be a VIE. Utica Operating is not deemed to be the primary beneficiary, due to EMG Utica’s voting rights on significant matters. The Partnership’s portion of MarkWest Utica EMG’s net assets, which was $2.2 billion at March 31, 2017 and December 31, 2016, is reported under the caption Equity method investments on the Consolidated Balance Sheets. The Partnership’s maximum exposure to loss as a result of its involvement with MarkWest Utica EMG includes its equity investment, any additional capital contribution commitments and any operating expenses incurred by the subsidiary operator in excess of its compensation received for the performance of the operating services. The Partnership did not provide any financial support to MarkWest Utica EMG that it was not contractually obligated to provide during the three months ended March 31, 2017 and 2016, respectively. The Partnership receives management fee revenue for engineering and construction and administrative services for operating MarkWest Utica EMG, and is also reimbursed for personnel services (“Operational Service revenue”). The amount of Operational Service revenue related to MarkWest Utica EMG for the three months ended March 31, 2017 and 2016, totaled $4 million and $2 million, respectively, and is reported as Other income-related parties in the Consolidated Statements of Income.

Ohio Gathering

Ohio Gathering is a subsidiary of MarkWest Utica EMG and is engaged in providing natural gas gathering services in the Utica Shale in eastern Ohio. Ohio Gathering is a joint venture between MarkWest Utica EMG and Summit Midstream Partners, LLC (“Summit”). As of March 31, 2017, we have a 34 percent indirect ownership interest in Ohio Gathering. As Ohio Gathering is a subsidiary of MarkWest Utica EMG, which is accounted for as an equity method investment, the Partnership reports its portion of Ohio Gathering’s net assets as a component of its investment in MarkWest Utica EMG. The Partnership receives Operational Service revenue for operating Ohio Gathering. The amount of Operational Service revenue related to Ohio Gathering for the three months ended March 31, 2017 and 2016, was approximately $4 million, and is reported as Other income-related parties in the Consolidated Statements of Income.
    
Sherwood Midstream

Effective January 1, 2017, MarkWest Liberty Midstream & Resources, LLC (“MarkWest Liberty Midstream”), a wholly-owned and consolidated subsidiary of MarkWest, and Antero Midstream Partners, LP (“Antero Midstream”) formed a joint venture, Sherwood Midstream, to support Antero Resources Corporation’s development of 195,000 gross acres in the Marcellus Shale. MarkWest Liberty Midstream has a 50 percent ownership interest in Sherwood Midstream. Pursuant to the terms of the related limited liability company agreement (the “LLC Agreement”), MarkWest Liberty Midstream contributed assets currently under construction with a fair value of approximately $134 million and cash of approximately $20 million. Antero Midstream made an initial capital contribution of approximately $154 million.

Also effective January 1, 2017, MarkWest Liberty Midstream converted all of its ownership interests in MarkWest Ohio Fractionation Company, LLC (“Ohio Fractionation”), a previously wholly-owned subsidiary, to Class A Interests and amended its LLC Agreement to create Class B-3 Interests, which were sold to Sherwood Midstream for $126 million in cash. The Class B-3 Interests provide Sherwood Midstream with the right to fractionation revenue and the obligation to pay expenses related to 20 mbpd of capacity in the Hopedale 3 fractionator. Sherwood Midstream accounts for its investment in Ohio Fractionation, which is a VIE, as an equity method investment as Sherwood Midstream does not control Ohio Fractionation. MarkWest Liberty Midstream has been deemed to be the primary beneficiary of Ohio Fractionation because it has control over the decisions that could significantly impact its financial performance, and as a result, consolidates Ohio Fractionation. The carrying amounts of assets and liabilities included in the Partnership’s Consolidated Balance Sheets pertaining to Ohio Fractionation at March 31, 2017, were current assets of $12 million, non-current assets of $23 million, and current liabilities were $31 million. The creditors of Ohio Fractionation do not have recourse to MPLX LP’s general credit through guarantees or other financial arrangements. The assets of Ohio Fractionation are the property of Ohio Fractionation and cannot be used to

16



satisfy the obligations of MPLX LP. Sherwood Midstream’s interests are reflected in Net income attributable to noncontrolling interest in the Consolidated Statements of Income and Noncontrolling interests in the Consolidated Balance Sheets.

Under the LLC Agreement, cash generated by Sherwood Midstream that is available for distribution (the “Distribution”) will be allocated to the members in proportion to their respective investment balances. For the three months ended March 31, 2017, there was no cash available for the Distribution.

Sherwood Midstream is deemed to be a VIE. MarkWest Liberty Midstream is not deemed to be the primary beneficiary, due to Antero Midstream’s voting rights on significant matters. The Partnership’s portion of Sherwood Midstream’s net assets, which was approximately $147 million at March 31, 2017, is reported under the caption Equity method investments on the Consolidated Balance Sheets. The Partnership’s maximum exposure to loss as a result of its involvement with Sherwood Midstream includes its equity investment, any additional capital contribution commitments and any operating expenses incurred by the subsidiary operator in excess of its compensation received for the performance of the operating services. The Partnership did not provide any financial support to Sherwood Midstream that it was not contractually obligated to provide during the three months ended March 31, 2017. The Partnership receives Operational Service revenue for operating Sherwood Midstream. The amount of Operational Service revenue related to Sherwood Midstream for the three months ended March 31, 2017 totaled $1 million, and is reported as Other income-related parties in the Consolidated Statements of Income.

Sherwood Midstream Holdings

Effective January 1, 2017, MarkWest Liberty Midstream and Sherwood Midstream formed a joint venture, Sherwood Midstream Holdings, for the purpose of owning, operating and maintaining all of the shared assets that support the operations of the gas plants and other assets owned by Sherwood Midstream and the gas plants and deethanization facilities owned by MarkWest Liberty Midstream. MarkWest Liberty Midstream contributed certain real property, equipment and facilities with a fair value of approximately $209 million to Sherwood Midstream Holdings in exchange for a 79 percent initial ownership interest. Sherwood Midstream contributed cash of approximately $44 million to Sherwood Midstream Holdings in exchange for a 21 percent ownership interest. Collectively, the real property, equipment, facilities and cash initially contributed, or that may be subsequently constructed by or contributed, to Sherwood Midstream Holdings are referred to as the “Shared Assets.” The net book value of the contributed assets was approximately $194 million. The contribution was determined to be an in-substance sale of real estate. As such, the Partnership only recognized a gain for the portion attributable to Antero Midstream’s indirect interest of approximately $2 million, included in Gain on sale of assets in the Consolidated Statements of Income. MarkWest Liberty Midstream’s portion of the gain attributable to its direct and indirect interests of approximately $13 million is included in its investment in Sherwood Midstream Holdings and is reported under the caption Equity method investments on the Consolidated Balance Sheets. Contemporaneous with the closing, MarkWest Liberty Midstream received a special distribution of approximately $41 million.

MarkWest Liberty Midstream’s and Sherwood Midstream’s ownership interests in Sherwood Midstream Holdings will fluctuate over time. As new Shared Assets are constructed, the members will make additional capital contributions to Sherwood Midstream Holdings. The amount that each member must contribute will be based on the expected utilization of the Shared Asset, as defined in Sherwood Midstream’s LLC Agreement. Pursuant to the terms of the LLC Agreement, MarkWest Liberty Midstream will serve as the Operator for Sherwood Midstream Holdings.

The Partnership accounts for Sherwood Midstream Holdings, which is a VIE, as an equity method investment as Sherwood Midstream is considered to be the general partner and controls all decisions. The Partnership’s portion of Sherwood Midstream Holdings’ net assets, which was approximately $166 million at March 31, 2017, is reported under the caption Equity method investments on the Consolidated Balance Sheets. The Partnership’s maximum exposure to loss as a result of its involvement with Sherwood Midstream Holdings includes its equity investment, any additional capital contribution commitments and any operating expenses incurred by the subsidiary operator in excess of its compensation received for the performance of the operating services. The Partnership did not provide any financial support to Sherwood Midstream Holdings that it was not contractually obligated to provide during the three months ended March 31, 2017.

Sherwood Midstream has been deemed the primary beneficiary of Sherwood Midstream Holdings due to its controlling financial interest through its authority to manage the joint venture. As a result, Sherwood Midstream consolidates Sherwood Midstream Holdings. Therefore, the Partnership also reports its portion of Sherwood Midstream Holdings’ net assets as a component of its investment in Sherwood Midstream. As of March 31, 2017, we have a 10.5 percent indirect ownership interest in Sherwood Midstream Holdings through Sherwood Midstream.


17



MarEn Bakken

On February 15, 2017, MPLX LP closed on a joint venture, MarEn Bakken, with Enbridge Energy Partners L.P. (“Enbridge Energy Partners”) in which MPLX LP acquired a partial, indirect interest in the Dakota Access Pipeline (“DAPL”) and Energy Transfer Crude Oil Company Pipeline (“ETCOP”) projects, collectively referred to as the Bakken Pipeline system, from Energy Transfer Partners, L.P. (“ETP”) and Sunoco Logistics Partners, L.P. (“SXL”). MPLX LP contributed $500 million of the $2.0 billion purchase price paid by MarEn Bakken to acquire a 36.75 percent indirect interest in the Bakken Pipeline system. MPLX LP holds, through a subsidiary, a 25 percent interest in MarEn Bakken, which equates to an approximate 9.1875 percent indirect interest in the Bakken Pipeline system. The Bakken Pipeline system is currently expected to deliver in excess of 470 mbpd of crude oil from the Bakken/Three Forks production area in North Dakota to the Midwest through Patoka, Illinois and ultimately to the Gulf Coast.

The Partnership accounts for its investment in MarEn Bakken as an equity method investment and bases the equity method accounting for this joint venture in arrears based on the most recent available information. The Partnership’s investment balance at March 31, 2017 is comprised of the Partnership’s initial contribution plus capitalized interest for a balance of approximately $503 million and reported under the caption Equity method investments on the Consolidated Balance Sheets. In connection with the Partnership’s acquisition of a partial, indirect equity interest in the Bakken Pipeline system, MPC agreed to waive its right to receive incentive distributions of $1.6 million per quarter for twelve consecutive quarters, beginning with distributions declared in the first quarter of 2017 and paid to MPC in the second quarter, which has been prorated to $0.8 million from the acquisition date.

5. Related Party Agreements and Transactions

The Partnership’s material related parties include:

MPC, which refines, markets and transports crude oil and petroleum products, primarily in the Midwest, Gulf Coast, East Coast and Southeast regions of the United States.
Centennial Pipeline LLC (“Centennial”), in which MPC has a 50 percent interest as of March 31, 2017. Centennial owns a products pipeline and storage facility.
Muskegon Pipeline LLC (“Muskegon”), in which MPC has a 60 percent interest as of March 31, 2017. Muskegon owns a common carrier products pipeline.
MarkWest Utica EMG, in which MPLX LP has a 56 percent interest as of March 31, 2017. MarkWest Utica EMG is engaged in significant natural gas processing and NGL fractionation, transportation and marketing in the State of Ohio.
Ohio Gathering, in which MPLX LP has a 34 percent indirect interest as of March 31, 2017. Ohio Gathering is a subsidiary of MarkWest Utica EMG providing natural gas gathering service in the Utica Shale region of eastern Ohio.
Sherwood Midstream, in which MPLX LP has a 50 percent interest as of March 31, 2017. Sherwood Midstream supports the development of Antero Resources Corporation’s extensive Marcellus Shale acreage in the prolific rich-gas corridor of West Virginia.
Sherwood Midstream Holdings, in which MPLX LP has a 90 percent direct and indirect interest at March 31, 2017. Sherwood Midstream Holdings owns certain infrastructure at the Sherwood Complex that is shared by and supports the operation of both the Sherwood Midstream and MarkWest gas processing plants and deethanization facilities.
MarEn Bakken, in which MPLX LP has a 25 percent interest at March 31, 2017. MarEn Bakken owns a 36.75 percent interest in the Bakken Pipeline system.

Related Party Agreements

The Partnership has various long-term, fee-based commercial agreements with MPC. Under these agreements, the Partnership provides transportation, terminal and storage services to MPC, and MPC has committed to provide the Partnership with minimum quarterly throughput volumes on crude oil and refined products systems and minimum storage volumes of crude oil, refined products and butane.

In addition, the Partnership is party to a loan agreement with MPC Investment, a wholly-owned subsidiary of MPC. Under the terms of the agreement, MPC Investment will make a loan or loans to the Partnership on a revolving basis as requested by the Partnership and as agreed to by MPC Investment, in an amount or amounts that do not result in the aggregate principal amount

18




of all loans outstanding exceeding $500 million at any one time. The entire unpaid principal amount of the loan, together with all accrued and unpaid interest and other amounts (if any), shall become due and payable on December 4, 2020. MPC Investment may demand payment of all or any portion of the outstanding principal amount of the loan, together with all accrued and unpaid interest and other amounts (if any), at any time prior to December 4, 2020. Borrowings under the loan will bear interest at LIBOR plus 1.50 percent. During the three months ended March 31, 2017, the Partnership made no borrowings and no repayments on the loan, resulting in no outstanding balance at March 31, 2017. During the year ended December 31, 2016, the Partnership borrowed $2.5 billion and repaid $2.5 billion, resulting in no outstanding balance at December 31, 2016. Borrowings were at an average interest rate of 1.939 percent, per annum, for the year ended December 31, 2016. For additional information regarding the Partnership’s commercial and other agreements with MPC, see Item 1. Business in the Annual Report on Form 10-K for the year ended December 31, 2016.

The Partnership believes the terms and conditions under its agreements with MPC are generally comparable to those with unrelated parties.

HST, WHC and MPLXT Agreements

As discussed in Note 3, the Partnership acquired HST, WHC and MPLXT on March 1, 2017. HST, WHC and MPLXT have various operating, transportation services, terminal services, storage services and employee services agreements with MPC, which were assumed by the Partnership with the closing of the Transaction.

HST is a party to a transportation services agreement with MPC dated January 1, 2015. Under this agreement, HST provides pipeline transportation of crude oil and refined products, as well as related services, for MPC. MPC pays HST for such services based on contractual rates related to MPC crude oil and refined product deliveries as well as any viscosity surcharges, loading, handling transfers or other related charges. This agreement is set to expire on December 31, 2026 and automatically renews for two additional renewal terms of four years each unless terminated by either party.

On January 1, 2015, WHC entered into a long-term, fee-based storage and services agreement with MPC related to storage at its butane and propane caverns with an initial term of 10 years. Under this storage and services agreement, WHC receives a monthly fee from MPC based on a contractual rate per barrel multiplied by the total commitment volume respective to each storage cavern. The contractual rate per barrel includes utilization of the caverns and related services. The agreement is subject to an annual review and adjustment for inflation.

On January 1, 2015, HST entered into various three-year term storage services agreements with MPC. Under the storage services agreements, HST receives a monthly fee from MPC based on a contractual rate per barrel multiplied by the total commitment volume respective to each storage tank. The contractual rate per barrel is subject to an annual review and adjustment for inflation. HST is not obligated to measure volume gains and losses per the terms of these agreements.

Under the storage services agreements with both HST and WHC, the Partnership is obligated to make available to MPC, on a firm basis, the available storage capacity at the tank farms and butane and propane caverns and MPC pays the Partnership a per-barrel fee for such storage capacity, regardless of whether MPC fully utilizes the available capacity.

MPLXT is a party to a terminal services agreement with MPC, dated March 1, 2017. Under this agreement, MPLXT provides terminal storage for refined petroleum products, as well as related services, for MPC. MPC pays MPLXT monthly for such services based on contractual fees relating to MPC product deliveries as well as any viscosity surcharges, loading, handling, transfers or other related charges. This agreement is set to expire on March 31, 2026 and automatically renews for two additional renewal terms of five years each unless terminated by either party.

The Partnership is party to various employee services agreements with MPC under which the Partnership reimburses MPC for employee benefit expenses, along with the provision of operational and management services, including those in support of HST, WHC and MPLXT.


19




Related Party Transactions

Sales to related parties were as follows:
 
Three Months Ended March 31,
(In millions)
2017
 
2016
Service revenues
 
 
 
MPC
$
255

 
$
177

Rental income
 
 
 
MPC
$
67

 
$
38

Product sales(1)
 
 
 
MPC
$
2

 
$
3


(1)
For the three months ended March 31, 2017 and 2016, there were $57 million and $5 million, respectively, of additional product sales to MPC that net to zero within the consolidated financial statements, as the transactions are recorded net due to the terms of the agreements under which such product was sold.

Related party sales to MPC consist of crude oil and refined products pipeline transportation services based on regulated tariff rates, storage services based on contracted rates and transportation services provided by HSM. Under the Partnership’s pipeline transportation services agreements, if MPC fails to transport its minimum throughput volumes during any quarter, then MPC will pay the Partnership a deficiency payment equal to the volume of the deficiency multiplied by the tariff rate then in effect. The deficiency amounts are recorded as Deferred revenue-related parties. MPC may then apply the amount of any such deficiency payments as a credit for volumes transported on the applicable pipeline system in excess of its minimum volume commitment during the following four or eight quarters under the terms of the applicable transportation services agreement. The Partnership recognizes revenues for the deficiency payments when credits are used for volumes transported in excess of minimum quarterly volume commitments, when it becomes impossible to physically transport volumes necessary to utilize the credits or upon the expiration of the credits. The use or expiration of the credits is a decrease in Deferred revenue-related parties.

The revenue received from related parties, included in Other income-related parties on the Consolidated Statements of Income, was as follows:
 
Three Months Ended March 31,
(In millions)
2017
 
2016
MPC
$
11

 
$
14

MarkWest Utica EMG
4

 
2

Ohio Gathering
4

 
4

Other
3

 
1

Total
$
22

 
$
21


MPC provides executive management services and certain general and administrative services to the Partnership under the terms of an omnibus agreement. Expenses incurred under this agreement are shown in the table below by the income statement line where they were recorded. Charges for services included in Purchases-related parties primarily relate to services that support the Partnership’s operations and maintenance activities, as well as compensation expenses. Charges for services included in General and administrative expenses primarily relate to services that support the Partnership’s executive management, accounting and human resources activities. These charges were as follows:
 
Three Months Ended March 31,
(In millions)
2017
 
2016
Purchases - related parties
$
15

 
$
7

General and administrative expenses
8

 
10

Total
$
23

 
$
17



20




Also under terms of the omnibus agreement, some service costs related to engineering services are associated with assets under construction. These costs added to Property, plant and equipment were as follows:
 
Three Months Ended March 31,
(In millions)
2017
 
2016
MPC
$
10

 
$
10


MPLX LP obtains employee services from MPC under employee services agreements. Expenses incurred under these agreements are shown in the table below by the income statement line where they were recorded. The costs of personnel directly involved in or supporting operations and maintenance activities are classified as Purchases-related parties. The costs of personnel involved in executive management, accounting and human resources activities are classified as General and administrative expenses in the Consolidated Statements of Income.

Employee services expenses from related parties were as follows:
 
Three Months Ended March 31,
(In millions)
2017
 
2016
Purchases - related parties
$
92

 
$
71

General and administrative expenses
25

 
21

Total
$
117

 
$
92


Receivables from related parties, which include reimbursements from the MarkWest Merger to be provided by MPC for the conversion of Class B units, were as follows:
(In millions)
March 31, 2017
 
December 31, 2016
MPC
$
177

 
$
242

Sherwood Midstream
14

 

Jefferson Gas Gathering
2

 

MarkWest Utica EMG

 
2

Ohio Gathering
3

 
2

Other
2

 
1

Total
$
198

 
$
247


Long-term receivables with related parties, which includes straight line rental income, were as follows:
(In millions)
March 31, 2017
 
December 31, 2016
MPC
$
13

 
$
11


Payables to related parties were as follows:
(In millions)
March 31, 2017
 
December 31, 2016
MPC
$
59

 
$
63

MarkWest Utica EMG
29

 
24

Sherwood Midstream
3

 

Total
$
91

 
$
87



21




During the three months ended March 31, 2017 and the year ended December 31, 2016, MPC did not ship its minimum committed volumes on certain pipeline systems. In addition, capital projects the Partnership is undertaking at the request of MPC are reimbursed in cash and recognized in income over the remaining term of the applicable transportation services agreements. The Deferred revenue-related parties balance associated with the minimum volume deficiencies and project reimbursements were as follows:
(In millions)
March 31, 2017
 
December 31, 2016
Minimum volume deficiencies - MPC
$
50

 
$
48

Project reimbursements - MPC
14

 
9

Total
$
64

 
$
57


6. Net Income (Loss) Per Limited Partner Unit

Net income (loss) per unit applicable to common limited partner units is computed by dividing the respective limited partners’ interest in net income (loss) attributable to MPLX LP by the weighted average number of common units outstanding. Because the Partnership has more than one class of participating securities, it uses the two-class method when calculating the net income (loss) per unit applicable to limited partners. The classes of participating securities include common units, general partner units, Preferred units, certain equity-based compensation awards and incentive distribution rights (“IDRs”).

As discussed in Note 1, the HST, WHC and MPLXT acquisition was a transfer between entities under common control. As entities under common control with MPC, prior periods were retrospectively adjusted to furnish comparative information. Accordingly, the prior period earnings have been allocated to the general partner and do not affect the net income (loss) per unit calculation. The earnings for the entities acquired under common control will be included in the net income (loss) per unit calculation prospectively as described above.

For the three months ended March 31, 2017 and 2016, the Partnership had dilutive potential common units consisting of certain equity-based compensation awards and Class B units. Diluted net income (loss) per limited partner unit for the three months ended March 31, 2016 is the same as basic net income (loss) per limited partner unit since the inclusion of any potential common units would have been anti-dilutive. Potential common units omitted from the diluted earnings per unit calculation for the three months ended March 31, 2017 and 2016 were less than 1 million and approximately 10 million, respectively.
 
Three Months Ended March 31,
(In millions)
2017
 
2016
Net income (loss) attributable to MPLX LP
$
150

 
$
(60
)
Less: Limited partners’ distributions declared
on Preferred units (1)
16

 

General partner’s distributions declared (including IDRs) (1)
65

 
44

Limited partners’ distributions declared on common units (1)
198

 
156

Undistributed net loss attributable to MPLX LP
$
(129
)

$
(260
)

(1)
See Note 7 for distribution information.


22




 
Three Months Ended March 31, 2017
(In millions, except per unit data)
General
Partner
 
Limited
Partners’
Common
Units
 
Redeemable Preferred Units
 
Total
Basic and diluted net income attributable to MPLX LP per unit:
 
 
 
 
 
 
 
Net income attributable to MPLX LP:
 
 
 
 
 
 
 
Distributions declared (including IDRs)
$
65

 
$
198

 
$
16

 
$
279

Undistributed net loss attributable to MPLX LP
(3
)
 
(126
)
 

 
(129
)
Net income attributable to MPLX LP (1)
$
62

 
$
72

 
$
16

 
$
150

Weighted average units outstanding:
 
 
 
 
 
 
 
Basic
7

 
362

 
31

 
400

Diluted
7

 
367

 
31

 
405

Net income attributable to MPLX LP per limited partner unit:
 
 
 
 
 
 
 
Basic
 
 
$
0.20

 
 
 
 
Diluted
 
 
$
0.19

 
 
 
 
 
Three Months Ended March 31, 2016
(In millions, except per unit data)
General
Partner
 
Limited
Partners’
Common
Units
 
Total
Basic and diluted net income attributable to MPLX LP per unit:
 
 
 
 
 
Net income (loss) attributable to MPLX LP:
 
 
 
 
 
Distributions declared (including IDRs)
$
44

 
$
156