UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended ~~June~~September 30, 2019



☐	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: 001-38260

BP Midstream Partners LP

(Exact name of registrant as specified in its charter)



Delaware		82-1646447
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

501 Westlake Park Boulevard, Houston, Texas 77079

(Address of principal executive offices) (Zip Code)

(281) 366-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Common Units, Representing Limited Partner Interests	BPMP	New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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	☒	Accelerated filer	☐
Non-accelerated filer	☐	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 ☒

As of ~~August 7,~~November 11, 2019, the registrant had 52,387,740 common units and 52,375,535 subordinated units outstanding.

BP MIDSTREAM PARTNERS LP

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS (UNAUDITED)

BP MIDSTREAM PARTNERS LP

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	June 30, 2019			December 31, 2018			September 30, 2019			December 31, 2018
	(in thousands of dollars)						(in thousands of dollars)
ASSETS
Current assets
Cash and cash equivalents	$	75,402		$	56,970		$	92,405		$	56,970
Accounts receivable – third parties	298			325			491			325
Accounts receivable – related parties	10,423			9,769			10,843			9,769
Prepaid expenses	2,056			4,667			103			4,667
Other current assets	2,861			629			3,207			629
Total current assets	91,040			72,360			107,049			72,360
Equity method investments (Note 4)	539,933			549,039			537,575			549,039
Property, plant and equipment, net (Note 5)	65,273			68,580			64,866			68,580
Other assets	3,477			3,224			3,621			3,224
Total assets	$	699,723		$	693,203		$	713,111		$	693,203

LIABILITIES
Current liabilities
Accounts payable – third parties	$	473		$	607		$	556		$	607
Accounts payable – related parties	1,725			2,553			1,696			2,553
Deferred revenue and credits	3,630			1,067			3,026			1,067
Other current liabilities (Note 6)	3,829			6,900			6,747			6,900
Total current liabilities	9,657			11,127			12,025			11,127
Long-term debt (Note 7)	468,000			468,000			468,000			468,000
Other liabilities	3,422			3,224			3,567			3,224
Total liabilities	481,079			482,351			483,592			482,351

Commitments and contingencies (Note 12)

EQUITY
Common unitholders – public (2019 – 47,806,563 issued and outstanding; 2018 – 47,802,826 units issued and outstanding)	841,257			836,789			846,386			836,789
Common unitholders – BP Holdco (2019 and 2018 – 4,581,177 units issued and outstanding)	(61,266		)	(61,684		)	(60,781		)	(61,684		)
Subordinated unitholders – BP Holdco (2019 and 2018 – 52,375,535 units issued and outstanding)	(700,453		)	(705,227		)	(694,904		)	(705,227		)
General partner	403			—			743			—
Total partners' capital	79,941			69,878			91,444			69,878
Non-controlling interests	138,703			140,974			138,075			140,974
Total equity	218,644			210,852			229,519			210,852
Total liabilities and equity	$	699,723		$	693,203		$	713,111		$	693,203

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

BP MIDSTREAM PARTNERS LP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,					Nine Months Ended September 30,
	2019		2018		2019		2018		2019		2018			2019		2018
	(in thousands of dollars, unless otherwise indicated)								(in thousands of dollars, unless otherwise indicated)
Revenue
Third parties	$	715	$	766	$	1,513	$	1,564	$	725	$	508		$	2,238	$	2,072
Related parties	27,885		28,169		57,328		53,990		33,836		31,566			91,164		85,556
Total revenue	28,600		28,935		58,841		55,554		34,561		32,074			93,402		87,628
Costs and expenses
Operating expenses – third parties	3,380		3,017		6,708		5,636		3,907		2,877			10,615		8,513
Operating expenses – related parties	1,459		1,026		2,894		1,988		1,423		1,506			4,317		3,494
Maintenance expenses – third parties	598		847		883		883		303		640			1,186		1,523
Maintenance expenses – related parties	54		24		73		44		66		31			139		75
General and administrative – third parties	470		415		1,430		1,203		529		1,596			1,959		2,799
General and administrative – related parties	3,683		3,442		7,121		6,865		3,476		3,691			10,597		10,556
Lease expense	18		15		36		30		17		15			53		45
Depreciation	658		662		1,314		1,324		656		663			1,970		1,987
Impairment and other, net	1,000		—		1,000		—		—		—			1,000		—
Property and other taxes	141		112		250		223		111		165			361		388
Total costs and expenses	11,461		9,560		21,709		18,196		10,488		11,184			32,197		29,380
Operating income	17,139		19,375		37,132		37,358		24,073		20,890			61,205		58,248
Income from equity method investments	28,838		20,842		53,208		43,681		30,104		22,581			83,312		66,262
Interest expense, net	3,782		25		7,526		139
Interest expense (income), net									3,784		(20		)	11,310		119
Income before income taxes	42,195		40,192		82,814		80,900		50,393		43,491			133,207		124,391
Income tax expense	—		—		—		—		—		—			—		—
Net income	42,195		40,192		82,814		80,900		50,393		43,491			133,207		124,391
Less: Net income attributable to non-controlling interests	4,864		9,722		8,330		19,891		4,639		8,272			12,969		28,163
Net income attributable to the Partnership	$	37,331	$	30,470	$	74,484	$	61,009	$	45,754	$	35,219		$	120,238	$	96,228

Net income attributable to the Partnership per limited partner unit – basic and diluted (in dollars):
Common units	$	0.35	$	0.29	$	0.70	$	0.58	$	0.43	$	0.34		$	1.13	$	0.92
Subordinated units	$	0.35	$	0.29	$	0.70	$	0.58	$	0.43	$	0.34		$	1.13	$	0.92

Weighted average number of limited partner units outstanding - basic and diluted (in millions):
Common units – public	47.8		47.8		47.8		47.8		47.8		47.8			47.8		47.8
Common units – BP Holdco	4.6		4.6		4.6		4.6		4.6		4.6			4.6		4.6
Subordinated units – BP Holdco	52.4		52.4		52.4		52.4		52.4		52.4			52.4		52.4

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

BP MIDSTREAM PARTNERS LP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)


		Six Month Period Ended June 30, 2018
		Partners' Capital
(in thousands of dollars)		Common Unitholders – Public			Common Unitholders – BP Holdco			Subordinated Unitholders – BP Holdco			General Partner			Non-controlling Interests			Total
Balance at December 31, 2017		$	824,613		$	(47,141	)	$	(538,947	)	$	—		$	342,330		$	580,855
	Cumulative effect of accounting change (Note 4)	(1,253		)	(120		)	(1,373		)	—			—			(2,746		)
	Net income	13,934			1,336			15,269			—			10,169			40,708
	Distributions to unitholders ($0.1798 per unit) and general partner	(8,592		)	(823		)	(9,415		)	—			—			(18,830		)
	Unit-based compensation	39			—			—			—			—			39
	Distributions to non-controlling interests	—			—			—			—			(15,026		)	(15,026		)
Balance at March 31, 2018		828,741			(46,748		)	(534,466		)	—			337,473			585,000
	Net income	13,902			1,333			15,235			—			9,722			40,192
	Distributions to unitholders ($0.2675 per unit) and general partner	(12,785		)	(1,225		)	(14,011		)	—			—			(28,021		)
	Unit-based compensation	45			—			—			—			—			45
	Distributions to non-controlling interests	—			—			—			—			(13,708		)	(13,708		)
Balance at June 30, 2018		$	829,903		$	(46,640	)	$	(533,242	)	$	—		$	333,487		$	583,508

		Six Month Period Ended June 30, 2019																			Nine Month Period Ended September 30, 2019
		Partners' Capital																			Partners' Capital
(in thousands of dollars)	(in thousands of dollars)	Common Unitholders – Public			Common Unitholders – BP Holdco			Subordinated Unitholders – BP Holdco			General Partner			Non-controlling Interests			Total			(in thousands of dollars)	Common Unitholders – Public			Common Unitholders – BP Holdco			Subordinated Unitholders – BP Holdco			General Partner			Non-controlling Interests			Total
Balance at December 31, 2018	Balance at December 31, 2018	$	836,789		$	(61,684	)	$	(705,227	)	$	—		$	140,974		$	210,852		Balance at December 31, 2018	$	836,789		$	(61,684	)	$	(705,227	)	$	—		$	140,974		$	210,852
	Net income	16,863			1,616			18,476			198			3,466			40,619			Net income	16,863			1,616			18,476			198			3,466			40,619
	Distributions to unitholders ($0.3015 per unit) and general partner	(14,413		)	(1,382		)	(15,791		)	—			—			(31,586		)	Distributions to unitholders ($0.3015 per unit) and general partner	(14,413		)	(1,382		)	(15,791		)	—			—			(31,586		)
	Unit-based compensation	40			—			—			—			—			40			Unit-based compensation	40			—			—			—			—			40
	Distributions to non-controlling interests	—			—			—			—			(4,569		)	(4,569		)	Distributions to non-controlling interests	—			—			—			—			(4,569		)	(4,569		)
Balance at March 31, 2019	Balance at March 31, 2019	839,279			(61,450		)	(702,542		)	198			139,871			215,356			Balance at March 31, 2019	839,279			(61,450		)	(702,542		)	198			139,871			215,356
	Net income	16,851			1,615			18,462			403			4,864			42,195			Net income	16,851			1,615			18,462			403			4,864			42,195
	Distributions to unitholders ($0.3126 per unit) and general partner	(14,944		)	(1,431		)	(16,373		)	(198		)	—			(32,946		)	Distributions to unitholders ($0.3126 per unit) and general partner	(14,944		)	(1,431		)	(16,373		)	(198		)	—			(32,946		)
	Unit-based compensation	71			—			—			—			—			71			Unit-based compensation	71			—			—			—			—			71
	Distributions to non-controlling interests	—			—			—			—			(6,032		)	(6,032		)	Distributions to non-controlling interests	—			—			—			—			(6,032		)	(6,032		)
Balance at June 30, 2019	Balance at June 30, 2019	$	841,257		$	(61,266	)	$	(700,453	)	$	403		$	138,703		$	218,644		Balance at June 30, 2019	841,257			(61,266		)	(700,453		)	403			138,703			218,644
																				Net income	20,540			1,968			22,503			743			4,639			50,393
																				Distributions to unitholders ($0.3237 per unit) and general partner	(15,475		)	(1,483		)	(16,954		)	(403		)	—			(34,315		)
																				Unit-based compensation	64			—			—			—			—			64
																				Distributions to non-controlling interests	—			—			—			—			(5,267		)	(5,267		)
Balance at September 30, 2019																				Balance at September 30, 2019	$	846,386		$	(60,781	)	$	(694,904	)	$	743		$	138,075		$	229,519

(continued)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

BP MIDSTREAM PARTNERS LP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)



		Nine Month Period Ended September 30, 2018
		Partners' Capital
(in thousands of dollars)		Common Unitholders – Public			Common Unitholders – BP Holdco			Subordinated Unitholders – BP Holdco			General Partner		Non-controlling Interests			Total
Balance at December 31, 2017		$	824,613		$	(47,141	)	$	(538,947	)	$	—	$	342,330		$	580,855
	Cumulative effect of accounting change (Note 4)	(1,253		)	(120		)	(1,373		)	—		—			(2,746		)
	Net income	13,934			1,336			15,269			—		10,169			40,708
	Distributions to unitholders ($0.1798 per unit) and general partner	(8,592		)	(823		)	(9,415		)	—		—			(18,830		)
	Unit-based compensation	39			—			—			—		—			39
	Distributions to non-controlling interests	—			—			—			—		(15,026		)	(15,026		)
Balance at March 31, 2018		828,741			(46,748		)	(534,466		)	—		337,473			585,000
	Net income	13,902			1,333			15,235			—		9,722			40,192
	Distributions to unitholders ($0.2675 per unit) and general partner	(12,785		)	(1,225		)	(14,011		)	—		—			(28,021		)
	Unit-based compensation	45			—			—			—		—			45
	Distributions to non-controlling interests	—			—			—			—		(13,708		)	(13,708		)
Balance at June 30, 2018		829,903			(46,640		)	(533,242		)	—		333,487			583,508
	Net income	16,070			1,539			17,610			—		8,272			43,491
	Distributions to unitholders ($0.2725 per unit) and general partner	(13,023		)	(1,249		)	(14,271		)	—		—			(28,543		)
	Unit-based compensation	56			—			—			—		—			56
	Distributions to non-controlling interests	—			—			—			—		(11,719		)	(11,719		)
Balance at September 30, 2018		$	833,006		$	(46,350	)	$	(529,903	)	$	—	$	330,040		$	586,793

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

BP MIDSTREAM PARTNERS LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Six Months Ended June 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
	(in thousands of dollars)						(in thousands of dollars)
Cash flows from operating activities
Net income	$	82,814		$	80,900		$	133,207		$	124,391
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation	1,314			1,324			1,970			1,987
Impairment and other, net	1,000			—			1,000			—
Non-cash expenses	136			84			212			140
Income from equity method investments	(53,208		)	(43,681		)	(83,312		)	(66,262		)
Distributions of earnings received from equity method investments	55,692			47,807			86,481			71,314
Changes in operating assets and liabilities
Accounts receivable – third parties	27			(29		)	(166		)	62
Accounts receivable – related parties	(654		)	223			(1,074		)	(380		)
Prepaid expenses and other current assets	2,590			(136		)	4,546			(23		)
Accounts payable – third parties	(134		)	493			(809		)	494
Accounts payable – related parties	(828		)	(629		)	(1,071		)	327
Deferred revenue and credits	2,563			2,186			1,959			729
Other current liabilities	(4,103		)	(705		)	(713		)	707
Net cash provided by operating activities	87,209			87,837			142,230			133,486
Cash flows from investing activities
Capital expenditures	(266		)	(472		)	(375		)	(1,341		)
Distributions in excess of earnings from equity method investments	6,622			11,053			8,295			15,362
Net cash provided by investing activities	6,356			10,581			7,920			14,021
Cash flows from financing activities
Repayment of debt	—			(15,000		)	—			(15,000		)
Distributions to unitholders and general partner	(64,532		)	(46,851		)	(98,847		)	(75,394		)
Distributions to non-controlling interests	(10,601		)	(28,734		)	(15,868		)	(40,453		)
Net cash used in financing activities	(75,133		)	(90,585		)	(114,715		)	(130,847		)
Net change in cash and cash equivalents	18,432			7,833			35,435			16,660
Cash and cash equivalents at beginning of the period	56,970			32,694			56,970			32,694
Cash and cash equivalents at end of the period	$	75,402		$	40,527		$	92,405		$	49,354
Supplemental cash flow information
Cash paid for interest	$	12,061		$	428		$	12,331		$	581
Cash paid for lease liabilities	31			—			47			—
Non-cash investing transactions
Accrued capital expenditures	205			198			346			169

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

BP MIDSTREAM PARTNERS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of dollars, unless otherwise indicated)

1. Business and Basis of Presentation

BP Midstream Partners LP (either individually or together with its subsidiaries, as the context requires, the “Partnership”) is a Delaware limited partnership formed on May 22, 2017 by BP Pipelines (North America) Inc. (“BP Pipelines”), an indirect wholly owned subsidiary of BP p.l.c. (“BP”), a “foreign private issuer” within the meaning of the Securities Exchange Act of 1934, as amended.

Unless otherwise stated or the context otherwise indicates, all references to “we,” “our,” “us,” or similar expressions for time periods refer to BP Midstream Partners LP. The term “our Parent” refers to BP Pipelines; any entity that wholly owns BP Pipelines, indirectly or directly, including BP and BP America Inc. (“BPA”), an indirect wholly owned subsidiary of BP; and any entity that is wholly owned by the aforementioned entities, excluding BP Midstream Partners LP.

Business

We are a fee-based, growth-oriented master limited partnership formed by BP Pipelines to own, operate, develop and acquire pipelines and other midstream assets. Our assets consist of interests in entities that own crude oil, natural gas, refined products and diluent pipelines serving as key infrastructure for BP and other customers to transport onshore crude oil production to BP’s refinery in Whiting, Indiana (the “Whiting Refinery”) and offshore crude oil and natural gas production to key refining markets and trading and distribution hubs. Certain of our assets deliver refined products and diluent from the Whiting Refinery and other U.S. supply hubs to major demand centers.

Acquisition of Equity Interests

On October 1, 2018, pursuant to the Interest Purchase Agreement (the “Interest Purchase Agreement”) that we entered into with BP Products North America Inc. (“BP Products”), BP Offshore Pipelines Company LLC (“BP Offshore”), and BP Pipelines, we completed the acquisition of (i) an additional 45% interest in Mardi Gras Transportation System Company, LLC ("Mardi Gras"), from BP Pipelines, (ii) a 25% interest in KM Phoenix Holdings LLC, ("KM Phoenix") a Delaware limited liability company, from BP Products, and (iii) a 22.7% interest in URSA Oil Pipeline Company LLC, ("Ursa") a Delaware limited liability company, from BP Offshore, in exchange for aggregate consideration of $468 million funded with borrowings under our Credit Facility (as defined below). The purchase was accounted for as a transaction between entities under common control; as a result, we recognized the acquired assets at their historical carrying value.

As of ~~June~~September 30, 2019, our assets consisted of the following:

BP Two Pipeline Company LLC, which owns the BP#2 crude oil pipeline system (“BP2”).

BP River Rouge Pipeline Company LLC, which owns the Whiting to River Rouge refined products pipeline system (“River Rouge”).

BP D-B Pipeline Company LLC, which owns the Diamondback diluent pipeline system (“Diamondback”). BP2, River Rouge, and Diamondback, together, are referred to as the "Wholly Owned Assets".


•	A 28.5% ownership interest in Mars Oil Pipeline Company, LLC (“Mars”), which owns a major corridor crude oil pipeline system in the Gulf of Mexico.

A 65% managing member interest in Mardi Gras, ~~Transportation System Company, LLC (“Mardi Gras”),~~ which holds the following investments in joint ventures located in the Gulf of Mexico:

A 56% ownership interest in Caesar Oil Pipeline Company, LLC (“Caesar”),

A 53% ownership interest in Cleopatra Gas Gathering Company, LLC (“Cleopatra”),

A 65% ownership interest in Proteus Oil Pipeline Company, LLC (“Proteus”), and,

A 65% ownership interest in Endymion Oil Pipeline Company, LLC (“Endymion”).

Together Endymion, Caesar, Cleopatra and Proteus are referred to as the “Mardi Gras Joint Ventures.”

A ~~22.7% ownership interest in Ursa.~~

A 25% ownership interest in KM Phoenix.

A 22.7% ownership interest in Ursa.

We generate the majority of our revenue by charging fees for the transportation of crude oil, refined products and diluent through our pipelines under long-term agreements with minimum volume commitments ("MVC"). We do not engage in the marketing and trading of any commodities. All operations are conducted in the United States, and all our long-lived assets are in the United States. Our operations consist of ~~one~~1 reportable segment.

BP MIDSTREAM PARTNERS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of dollars, unless otherwise indicated)

Certain businesses of ours are subject to regulation by various authorities including, but not limited to the Federal Energy Regulatory Commission ("FERC"). Regulatory bodies exercise statutory authority over matters such as common carrier tariffs, construction, rates and ratemaking and agreements with customers.

Basis of Presentation

Our condensed consolidated financial statements have been prepared under the rules and regulations of the Securities and Exchange Commission (“SEC”). These rules and regulations conform to the accounting principles contained in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification, the single source of accounting principles generally accepted in the United States (“GAAP”).

Certain information and footnote disclosures normally included in the annual consolidated financial statements have been condensed or omitted from these condensed consolidated financial statements. The condensed consolidated financial statements as of ~~June~~September 30, 2019, and for the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, included herein, are unaudited. These financial statements include all known accruals and adjustments necessary, in the opinion of management, for a fair presentation of our condensed consolidated financial position, results of operations and cash flows. Unless otherwise specified, all such adjustments are of a normal and recurring nature. The unaudited results of operations for the interim periods reported are not necessarily indicative of results to be expected for the full year. These unaudited condensed consolidated financial statements and other information included in this quarterly report on Form 10-Q should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018 (the "2018 Annual Report").

Our financial position, results of operations and cash flows consist of consolidated BP Midstream Partners LP activities and balances. All intercompany accounts and transactions within the financial statements have been eliminated for all periods presented.

Summary of Significant Accounting Policies

Other than the adoption of ASU 2016-02 described below, there have been no significant changes to our accounting policies as disclosed in Note 2 - Summary of Significant Accounting Policies in our 2018 Annual Report.

Standards Adopted

Topic 842

On February 25, 2016, the FASB issued ASU 2016-02, “Leases” followed by a series of related accounting standard updates (collectively referred to as “Topic 842”). We adopted the new standard on January 1, 2019, utilizing the modified retrospective method. The new lease standard improves transparency and comparability among organizations by requiring lessees to recognize a lease liability and a corresponding right-of-use asset for virtually all lease contracts. We elected the optional transition relief under ASU 2018-11 "Leases: Targeted Improvement" which allows us to apply the transition provision at the adoption date instead of the earliest comparative period presented in our financial statements. Therefore, we recognized and measured leases existing at the adoption date but without retrospective application. See Note 3 - Leases. No cumulative effect impact was recorded to the statement of operations or beginning balance in our statement of changes in equity.

2. Revenue Recognition

In 2018, we adopted ASU 2014-09, "Revenue from Contracts with Customers" and all related ASU’s (collectively referred to as “Topic 606”) by applying the modified retrospective method to all contracts that were not completed on January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented in accordance with the new revenue standard. Topic 606 requires entities to recognize revenue through the application of a five-step model, which includes: (1) identification of the contract; (2) identification of the performance obligations; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations; and (5) recognition of revenue as the entity satisfies the performance obligations.

BP MIDSTREAM PARTNERS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of dollars, unless otherwise indicated)

Pipeline Transportation

Revenue from pipeline transportation is comprised of tariffs and fees associated with the transportation of liquid petroleum products, generally at published tariffs and in certain instances, revenue from MVC contracts at negotiated rates. Tariff revenue is recognized either at the point of delivery or at the point of receipt, pursuant to specifications outlined in the respective tariffs.

Billings to BP Products for deficiency volumes under its MVCs, if any, are recorded as deferred revenue and credits, a contract liability, on our condensed consolidated balance sheets, as BP Products has the right to make up the deficiency volumes within the measurement period specified by the agreements. Deferred revenue under these arrangements is recognized into revenue once it is deemed remote that the customer will meet its required annual MVC. We recognized $2,356 of deficiency revenue under the throughput and deficiency agreements with BP Products for the three and nine months ended September 30, 2019, and $3,857 for the three and nine months ended September 30, 2018.

Allowance Oil

Our tariff for crude oil transportation at BP2 includes a fixed loss allowance (“FLA”). An FLA factor per barrel, a fixed percentage, is a separate fee that is considered a part of the transaction price under the applicable crude oil tariff to cover evaporation and other losses in transit.

In the three and ~~six~~nine months ended ~~June~~September 30, 2019 we recognized revenue of ~~$2,612~~$2,728 and ~~$5,097,~~$7,824, respectively, related to the FLA arrangements with our Parent. In the three and ~~six~~nine months ended ~~June~~September 30, 2018, we recognized revenue of ~~$2,860~~$2,691 and ~~$5,000,~~$7,691, respectively, related to the FLA arrangements with our Parent.

Disaggregation of Revenue

The following table provides information about disaggregated revenue:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018		2019		2018		2019		2018
Transportation services revenue - third parties	$	715	$	766	$	1,513	$	1,564	$	725	$	508	$	2,238	$	2,072
Transportation services revenue - related parties	27,885		28,169		57,328		53,990		33,836		31,566		91,164		85,556
Total ASC 606 revenue	$	28,600	$	28,935	$	58,841	$	55,554	$	34,561	$	32,074	$	93,402	$	87,628

Future Performance Obligations

The fixed portion of our existing customer contracts are summarized in the future performance obligations as of ~~June~~September 30, 2019. The unfulfilled performance obligations included in the table below are expected to be recognized in revenue in the specified periods:


	As of June 30, 2019		As of September 30, 2019
Remainder of 2019	$	57,134	$	29,052
2020	109,590		109,590
Total	$	166,724	$	138,642

Contract Balances

Contract assets and contract liabilities are the result of timing differences between revenue recognition, billings and cash collections. Contract liabilities or deferred revenue and credits primarily relate to consideration received from customers for temporary deficiency quantities under minimum volume contracts that the customer has the right to make up in a future period, which we subsequently recognize as revenue or amounts we credit back to the customer in a future period.

BP MIDSTREAM PARTNERS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of dollars, unless otherwise indicated)

The following table provides information about receivables from contracts with customers, contract assets and contract liabilities:


	June 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018
Receivables from contracts with customers - third parties	$	298	$	325	$	491	$	325
Receivables from contracts with customers - related parties	9,859		9,611		10,793		9,611
Deferred revenue and credits - related parties	3,630		1,067		3,026		1,067

3. Leases

We have elected the optional practical expedients permitted under the transition guidance within the new lease standard, which among other things, allows us to carry forward the historical accounting treatment relating to classification for existing leases upon adoption, allows us to not be required to reassess whether an expired or existing contract is or contains a lease, and allows us not to have to reassess initial direct costs for an existing lease.

In addition, we elected the optional transition guidance related to land easements that allows us to carry forward our historical accounting treatment on existing agreements upon adoption. This allowed us to not be required to assess existing land easements that were not historically accounted for as leases under Topic 840, therefore they are excluded from this disclosure.

We also elected the practical expedient to not separate lease and non-lease components for all asset classes. However, we did not elect to apply the hindsight practical expedient; therefore the non-exercised renewals were not included in the lease terms.

Beginning January 1, 2019, operating right-of-use ("ROU") assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because our leases do not provide an explicit rate of return, we use our incremental borrowing rate based on lease term information available at the commencement date in determining the present value of lease payments.

The impact of Topic 842 on our condensed consolidated balance sheet beginning January 1, 2019 was through the recognition of ROU assets and lease liabilities for operating leases. Amounts recognized at January 1, 2019 for operating leases were as follows:



	January 1, 2019
ROU Assets	$	518
Current lease liability	60
Long-term lease liability	458

We have a total of ~~four~~4 operating leases related to office space of which the term of ~~two~~2 expires in 2036 and the other ~~two~~2 in 2020. We have the option to terminate our leases 30 days after providing written notice of the election to terminate to the landlord. ~~Two~~NaN of our leases include a right of renewal and an annual 3% escalation on the anniversary date of lease inception. We have the option to renew our leases by giving notice to landlord not less than 60 days prior to the expiration of the lease term. We have not included the option to renew the leases in our determination of lease term because at the time of lease inception it was not certain we would exercise the renewal. We have included the variable lease payments based on the escalation percentage from above in the determination of our lease liabilities and our ROU assets. The other ~~two~~2 leases include a non-lease component for maintenance expense. No leases include a residual value guarantee or provide us an option to acquire the real property at the end of the lease. We have no material subleasing arrangements.

Amounts recognized in the accompanying condensed consolidated balance sheet are as follows:

Lease activity

Balance sheet location

June 30, 2019

Balance sheet location

September 30, 2019

ROU assets

Other assets

493

Other assets

481

Current lease liability

Other current liabilities

Long-term lease liability

Other liabilities

438

Other liabilities

427

As of ~~June~~September 30, 2019, the weighted average discount rate of our leases was ~~4.35%~~4.36% and the weighted average remaining lease term was ~~15.5~~15.4 years.

BP MIDSTREAM PARTNERS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of dollars, unless otherwise indicated)

The undiscounted future minimum lease payments as of ~~June~~September 30, 2019 and December 31, 2018 are presented in the table below:


	Post-adoption ASC 842		Pre-adoption ASC 842		Post-adoption ASC 842		Pre-adoption ASC 842
	June 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018
2019	$	31	$	62	$	16	$	62
2020	63		63		63		63
2021	32		32		32		32
2022	33		33		33		33
2023	34		34		34		34
Thereafter	514		514		514		514
Total	$	707	$	738	$	692	$	738

4. Equity Method Investments

We account for our ownership interests in Mars, Ursa, KM Phoenix and the Mardi Gras Joint Ventures using the equity method for financial reporting purposes. Our financial results include our proportionate share of the Mars, Ursa, KM Phoenix and the Mardi Gras Joint Ventures, which is reflected in Income from equity method investments on the condensed consolidated statements of operations. We did ~~not~~0t record any impairment loss on our equity method investments during the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018.

The table below summarizes the balances and activities related to each of our equity method investments ("EMI") that we recorded for the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018:


	Three Months Ended June 30, 2019								Three Months Ended June 30, 2018								Three Months Ended September 30, 2019								Three Months Ended September 30, 2018
	Percentage Ownership	Distributions Received			Income from EMI		Carrying Value		Percentage Ownership	Distributions Received			Income from EMI		Carrying Value		Percentage Ownership	Distributions Received			Income from EMI		Carrying Value		Percentage Ownership	Distributions Received			Income from EMI		Carrying Value
Mars	28.5%	$	(13,680	)	$	11,891	$	57,020	28.5%	$	(10,118	)	$	8,689	$	58,688	28.5%	$	(14,250	)	$	14,104	$	56,874	28.5%	$	(13,167	)	$	12,241	$	57,762
Caesar⁽¹⁾	56.0%	(4,368		)	4,494		119,523		56.0%	(4,480		)	3,519		120,834		56.0%	(4,760		)	3,640		118,403		56.0%	(4,760		)	4,519		120,593
Cleopatra⁽¹⁾	53.0%	(3,180		)	2,556		118,301		53.0%	(2,385		)	1,486		121,547		53.0%	(2,438		)	1,703		117,566		53.0%	(2,544		)	1,306		120,309
Proteus⁽¹⁾	65.0%	(5,200		)	3,310		77,724		65.0%	(5,070		)	3,498		83,981		65.0%	(4,342		)	3,153		76,535		65.0%	(3,510		)	2,135		82,606
Endymion⁽¹⁾	65.0%	(4,485		)	3,537		80,747		65.0%	(5,200		)	3,650		85,024		65.0%	(3,510		)	4,759		81,996		65.0%	(3,835		)	2,380		83,569
Others⁽²⁾	Various	(2,927		)	3,050		86,618		0%	—			—		—		Various	(3,162		)	2,745		86,201		0%	—			—		—
Total Equity Investments		$	(33,840	)	$	28,838	$	539,933		$	(27,253	)	$	20,842	$	470,074		$	(32,462	)	$	30,104	$	537,575		$	(27,816	)	$	22,581	$	464,839

BP MIDSTREAM PARTNERS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of dollars, unless otherwise indicated)


	Six Months Ended June 30, 2019								Six Months Ended June 30, 2018											Nine Months Ended September 30, 2019								Nine Months Ended September 30, 2018
	Percentage Ownership	Distributions Received			Income from EMI		Carrying Value		Percentage Ownership	Cumulative Effect of Accounting Change⁽³⁾			Distributions Received			Income from EMI		Carrying Value		Percentage Ownership	Distributions Received			Income from EMI		Carrying Value		Percentage Ownership	Cumulative Effect of Accounting Change⁽³⁾			Distributions Received			Income from EMI		Carrying Value
Mars	28.5%	$	(25,838	)	$	23,715	$	57,020	28.5%	$	(2,746	)	$	(22,943	)	$	18,816	$	58,688	28.5%	$	(40,088	)	$	37,819	$	56,874	28.5%	$	(2,746	)	$	(36,110	)	$	31,057	$	57,762
Caesar⁽¹⁾	56.0%	(9,688		)	9,821		119,523		56.0%	—			(10,597		)	7,845		120,834		56.0%	(14,448		)	13,461		118,403		56.0%	—			(15,357		)	12,364		120,593
Cleopatra⁽¹⁾	53.0%	(6,625		)	5,376		118,301		53.0%	—			(5,300		)	3,335		121,547		53.0%	(9,063		)	7,079		117,566		53.0%	—			(7,844		)	4,641		120,309
Proteus⁽¹⁾	65.0%	(7,540		)	3,932		77,724		65.0%	—			(10,075		)	6,912		83,981		65.0%	(11,882		)	7,085		76,535		65.0%	—			(13,585		)	9,047		82,606
Endymion⁽¹⁾	65.0%	(6,435		)	4,671		80,747		65.0%	—			(9,945		)	6,773		85,024		65.0%	(9,945		)	9,430		81,996		65.0%	—			(13,780		)	9,153		83,569
Others⁽²⁾	Various	(6,188		)	5,693		86,618		0%	—			—			—		—		Various	(9,350		)	8,438		86,201		0%	—			—			—		—
Total Equity Investments		$	(62,314	)	$	53,208	$	539,933		$	(2,746	)	$	(58,860	)	$	43,681	$	470,074		$	(94,776	)	$	83,312	$	537,575		$	(2,746	)	$	(86,676	)	$	66,262	$	464,839


1.	These investments are held by our investment in Mardi Gras which increased to 65% from 20% on October 1, 2018.


2.	Includes ownership in Ursa (22.7%) and KM Phoenix (25%) acquired on October 1, 2018.

The financial results of Mars reflected the adoption of Topic 606 on January 1, 2018 under the modified retrospective transition method through a cumulative adjustment to equity. Our cumulative effect impact from this accounting change to our Mars investment was $(2,746), offset to equity. The Mardi Gras Joint Ventures and Ursa adopted this ASU on January 1, 2019 and there was no cumulative effect impact from the adoption. KM Phoenix adopted Topic 606 on January 1, 2018 and there was no cumulative effect impact from the adoption.

The following table presents aggregated selected income statement data for our equity method investments on a 100% basis for the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018:


	Three Months Ended June 30,				Three Months Ended September 30,
	2019		2018⁽¹⁾		2019		2018⁽¹⁾
Statement of operations
Revenue	$	148,139	$	103,211	$	146,090	$	124,644
Operating expenses	71,151		45,549		63,313		53,994
Net income	78,071		57,775		83,039		70,761


	Six Months Ended June 30,				Nine Months Ended September 30,
	2019		2018⁽¹⁾		2019		2018⁽¹⁾
Statement of operations
Revenue	$	264,142	$	215,287	$	410,232	$	339,931
Operating expenses	116,964		93,030		180,277		147,024
Net income	148,374		122,487		231,413		193,248


1.	Balances include KM Phoenix and Ursa results.

BP MIDSTREAM PARTNERS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of dollars, unless otherwise indicated)

5. Property, Plant and Equipment

Property, plant and equipment consisted of the following:


	June 30, 2019			December 31, 2018			September 30, 2019			December 31, 2018
Land	$	155		$	155		$	155		$	155
Right-of-way assets	1,380			1,380			1,380			1,380
Buildings and improvements	9,332			12,032			9,332			12,032
Pipelines and equipment	93,908			93,617			93,951			93,617
Other	546			509			514			509
Construction in progress	256			277			463			277
Property, plant and equipment	105,577			107,970			105,795			107,970
Less: Accumulated depreciation	(40,304		)	(39,390		)	(40,929		)	(39,390		)
Property, plant and equipment, net	$	65,273		$	68,580		$	64,866		$	68,580

During the ~~three and six~~nine months ended ~~June~~September 30, 2019, an impairment charge of $2.3 million was recorded under "Impairment and other, net" on our condensed consolidated statements of operations. See Note 12 - Commitments and Contingencies. There were no impairments during the period ended December 31, 2018.

6. Other Current Liabilities

Other current liabilities consisted of the following:


	June 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018
Current portion of environmental remediation obligations	$	750	$	629	$	620	$	629
Current portion of lease liabilities	60		—		60		—
Accrued interest payable - related parties	270		4,155		4,155		4,155
Accrued liabilities	2,749		2,116		1,912		2,116
Other current liabilities	$	3,829	$	6,900	$	6,747	$	6,900

7. Debt

On October 30, 2017, the Partnership entered into a $600 million unsecured revolving credit facility agreement (the “Credit Facility”) with an affiliate of BP. A summary of certain key terms and covenants of the Credit Facility is included in our financial statements included in our 2018 Annual Report in Note 8 - Debt. As of ~~June~~September 30, 2019, the Partnership was in compliance with the covenants contained in the Credit Facility.

On October 1, 2018, the Partnership borrowed $468 million under the Credit Facility to fund our acquisition. See Note 1 - Business and Basis of Presentation.

On February 20, 2019, we entered into a Credit Facility Waiver Agreement (“First Waiver Agreement”) whereby the lender waived certain terms on our outstanding $468 million borrowings. The original loan repayment date of March 29, 2019 was waived and amended and modified to April 1, 2020.

On May 3, 2019, we entered into a Second Credit Facility Waiver Agreement (“Second Waiver Agreement”) whereby the lender waived certain terms on our outstanding $468 million borrowings. The amended loan repayment date of April 1, 2020 was waived and amended and modified to November 30, 2020. Accrued interest will be paid on the 25th day of April, July, October and January of each year. Any remaining interest will be paid on November 30, 2020. All other terms of the Credit Facility remain the same.

Pursuant to the First Waiver Agreement and Second Waiver Agreement, we classified the $468 million outstanding as long-term debt on our condensed consolidated balance sheet at ~~June~~September 30, 2019 and December 31, 2018.

BP MIDSTREAM PARTNERS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of dollars, unless otherwise indicated)

There were $468 million of outstanding borrowings under the Credit Facility at ~~June~~September 30, 2019 and December 31, 2018. Interest charges and fees related to the Credit Facility were $4.1 million and ~~$8.2~~$12.3 million for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, and $0.2 million and ~~$0.4~~$0.6 million for the three and ~~six~~nine months ended ~~June~~September 30, 2018, respectively.

For the three and ~~six~~nine months ended ~~June~~September 30, 2019, the weighted average interest rate for the Credit Facility was 3.25%. For the three and ~~six~~nine months ended ~~June~~September 30, 2018, the weighted average interest rate for the Credit Facility was 2.24%. This facility includes customary fees, including a commitment fee of 0.10% and a utilization fee of 0.20% per annum.

8. Related Party Transactions

Related party transactions include transactions with our Parent and our Parent’s affiliates, including those entities in which our Parent has an ownership interest but does not have control. In addition to the FLA arrangements discussed in Note 2- Revenue Recognition and the Credit Facility discussed above, we have entered into the following transactions with our related parties:

Omnibus Agreement

The Partnership has entered into an omnibus agreement with BP Pipelines and certain of its affiliates, including BP Midstream Partners GP LLC (our "General Partner"). This agreement addresses, among other things, (i) the Partnership's obligation to pay an annual fee for general and administrative services provided by BP Pipelines and its affiliates, (ii) the Partnership's obligation to reimburse BP Pipelines for personnel and other costs related to the direct operation, management and maintenance of the assets and (iii) the Partnership's obligation to reimburse BP Pipelines for services and certain direct or allocated costs and expenses incurred by BP Pipelines or its affiliates on behalf of the Partnership.

BP Pipelines will indemnify us for all known and certain unknown environmental liabilities that are associated with the ownership or operation of our assets and due to occurrences on or before October 30, 2017, subject to certain limitations. Indemnification for any unknown environmental liabilities will be limited to liabilities due to occurrences on or before October 30, 2017, which are identified prior to October 30, 2020.

Further, the omnibus agreement addresses the granting of a license from BPA to the Partnership with respect to use of certain BP trademarks and trade name.

Cash Management Program

We have established our own cash accounts for the funding of our operating and investing activities but continue to participate in our Parent’s centralized cash management and funding system.

Related Party Revenue

We provide crude oil, refined products and diluent transportation services to related parties and generate revenue through published tariffs. We have commercial arrangements with BP Products that include MVC. See Note 9 - Related Party Transactions in our financial statements included in our 2018 Annual Report for further discussion regarding these agreements.

Our revenue from related parties was ~~$27,885~~$33,836 and ~~$57,328~~$91,164 for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, and ~~$28,169~~$31,566 and ~~$53,990~~$85,556 for the three and ~~six~~nine months ended ~~June~~September 30, 2018, respectively.

We recognized no$2,356 of deficiency revenue under the throughput and deficiency agreements with BP Products for the three and ~~six~~nine months ended ~~June~~September 30, 2019, and $3,857 for the three and nine months ended September 30, 2018. We recorded ~~$3,630~~$3,026 and $1,067 in Deferred revenue and credits on our condensed consolidated balance sheets at ~~June~~September 30, 2019 and December 31, 2018, respectively.

Related Party Expenses

All employees performing services on behalf of our operations are employees of our Parent. Our Parent also procures our insurance policies on our behalf and performs certain general corporate functions for us related to finance, accounting, treasury, legal, information technology, human resources, shared services, government affairs, insurance, health, safety, security, employee ~~benefits, incentives, severance and environmental functional support. Personnel and operating costs incurred by our Parent on our~~

BP MIDSTREAM PARTNERS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of dollars, unless otherwise indicated)

benefits, incentives, severance and environmental functional support. Personnel and operating costs incurred by our Parent on our behalf are included in either Operating expenses – related parties or General and administrative – related parties in the condensed consolidated statements of operations, depending on the nature of the service provided.

We paid our Parent an annual fee of $13.3 million in 2018 in the form of monthly installments under the omnibus agreement for general and administrative services provided by our Parent and its affiliates. The annual fee was adjusted to $13.6 million per year, payable in equal monthly installments, beginning on January 1, 2019. We also reimburse our Parent for personnel and other costs related to the direct operation, management and maintenance of the assets and services and certain direct or allocated costs and expenses incurred by our Parent or its affiliates on our behalf pursuant to the terms in the omnibus agreement.

For the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, we recorded the following amounts for related party expenses, which also included the expenses related to share-based compensation discussed below:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018		2019		2018		2019		2018
Operating expenses—related parties	$	1,459	$	1,026	$	2,894	$	1,988	$	1,423	$	1,506	$	4,317	$	3,494
Maintenance expenses—related parties	54		24		73		44		66		31		139		75
General and administrative—related parties	3,683		3,442		7,121		6,865		3,476		3,691		10,597		10,556
Total costs and expenses—related parties	$	5,196	$	4,492	$	10,088	$	8,897	$	4,965	$	5,228	$	15,053	$	14,125

Share-based Compensation

Our Parent operates share option plans and equity-settled employee share plans. These plans typically have a three-year performance or restricted period during which the units accrue net notional dividends, which are treated as having been reinvested. Leaving employment will normally preclude the conversion of units into shares, but special arrangements apply for participants that leave for qualifying reasons.

Share-based compensation related to the employees of our Parent who provide services to us is charged to the Partnership pursuant to the terms of the omnibus agreement. The Partnership also issued its own unit-based compensation under our long-term incentive plan. See Note 13 - Unit-Based Compensation.

Non-controlling Interests

Non-controlling interests consist of the 80% ownership interest in Mardi Gras held by our Parent at ~~June~~September 30, 2018 compared to the 35% ownership interest held at ~~June~~September 30, 2019 after completion of the acquisition on October 1, 2018. Net income attributable to non-controlling interests is the product of the non-controlling interests ownership percentage and the net income of Mardi Gras. We report Non-controlling interests as a separate component of equity on our condensed consolidated balance sheets and Net income attributable to non-controlling interests on our condensed consolidated statements of operations.

9. Net Income Per Limited Partner Unit

The following table details the distributions declared and/or paid for the periods presented:

Date Paid or
to be Paid Three Months Ended General Partner Limited Partners' Common Units Limited Partners' Subordinated Units Total Distributions per Limited Partner Unit
May 15, 2018 March 31, 2018 $ —
$ 14,010
$ 14,010
$ 28,020
$ 0.2675
August 15, 2018 June 30, 2018 —
14,272
14,272
28,544
0.2725
May 15, 2019 March 31, 2019 198
16,375
16,373
32,946
0.3126
August 14, 2019 June 30, 2019 403
16,958
16,954
34,315
0.3237



Three Months Ended	Date Paid or to be Paid	General Partner		Limited Partners' Common Units		Limited Partners' Subordinated Units		Total		Distributions per Limited Partner Unit
March 31, 2018	May 15, 2018	$	—	$	14,010	$	14,011	$	28,021	$	0.2675
June 30, 2018	August 15, 2018	—		14,272		14,271		28,543		0.2725
September 30, 2018	November 15, 2018	—		15,268		15,268		30,536		0.2915
March 31, 2019	May 15, 2019	198		16,375		16,373		32,946		0.3126
June 30, 2019	August 14, 2019	403		16,958		16,954		34,315		0.3237
September 30, 2019	November 14, 2019	743		17,576		17,572		35,891		0.3355

BP MIDSTREAM PARTNERS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of dollars, unless otherwise indicated)

Earnings in excess of distributions are allocated to the limited partners based on their respective percentage interests. Payments made to the Partnership’s unitholders are determined in relation to actual distributions declared and are not based on the net income allocations used in the calculation of net income per unit.

~~BP MIDSTREAM PARTNERS LP~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~(in thousands of dollars, unless otherwise indicated)~~

In addition to the common and subordinated units, the Partnership also identified the incentive distribution rights ("IDRs") currently held by the General Partner as a participating security and uses the two-class method when calculating the net income per unit applicable to limited partners that is based on the weighted-average number of common units outstanding during the period.

When calculating basic earnings per unit under the two-class method for a master limited partnership, net income for the current reporting period is reduced by the amount of available cash that will be distributed to the General Partner and limited partners for that reporting period. The following tables show the allocation of net income to arrive at net income per limited partner unit for the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018		2019		2018		2019		2018
Net income attributable to the Partnership	$	37,331	$	30,470	$	74,484	$	61,009	$	45,754	$	35,219	$	120,238	$	96,228
Less:
Incentive distribution rights currently held by the General Partner	403		—		601		—		743		—		1,344		—
Limited partners' distribution declared on common units	16,958		14,272		33,333		28,282		17,576		15,268		50,909		43,550
Limited partners' distribution declared on subordinated units	16,954		14,272		33,327		28,282		17,572		15,268		50,899		43,550
Net income attributable to the Partnership in excess of distributions	$	3,016	$	1,926	$	7,223	$	4,445	$	9,863	$	4,683	$	17,086	$	9,128


		Three Months Ended June 30, 2019									Three Months Ended September 30, 2019
		General Partner		Limited Partners' Common Units		Limited Partners' Subordinated Units		Total			General Partner		Limited Partners' Common Units		Limited Partners' Subordinated Units		Total
Distributions declared	Distributions declared	$	403	$	16,958	$	16,954	$	34,315	Distributions declared	$	743	$	17,576	$	17,572	$	35,891
Net income attributable to the Partnership in excess of distributions	Net income attributable to the Partnership in excess of distributions	—		1,508		1,508		3,016		Net income attributable to the Partnership in excess of distributions	—		4,932		4,931		9,863
Net income attributable to the Partnership	Net income attributable to the Partnership	$	403	$	18,466	$	18,462	$	37,331	Net income attributable to the Partnership	$	743	$	22,508	$	22,503	$	45,754
Weighted average units outstanding (in millions):	Weighted average units outstanding (in millions):									Weighted average units outstanding (in millions):
Basic and Diluted	Basic and Diluted			52.4		52.4		104.8		Basic and Diluted			52.4		52.4		104.8
Net income per limited partner unit (in dollars):	Net income per limited partner unit (in dollars):									Net income per limited partner unit (in dollars):
Basic and Diluted	Basic and Diluted			$	0.35	$	0.35			Basic and Diluted			$	0.43	$	0.43


		Six Months Ended June 30, 2019									Nine Months Ended September 30, 2019
		General Partner		Limited Partners' Common Units		Limited Partners' Subordinated Units		Total			General Partner		Limited Partners' Common Units		Limited Partners' Subordinated Units		Total
Distributions declared	Distributions declared	$	601	$	33,333	$	33,327	$	67,261	Distributions declared	$	1,344	$	50,909	$	50,899	$	103,152
Net income attributable to the Partnership in excess of distributions	Net income attributable to the Partnership in excess of distributions	—		3,612		3,611		7,223		Net income attributable to the Partnership in excess of distributions	—		8,544		8,542		17,086
Net income attributable to the Partnership	Net income attributable to the Partnership	$	601	$	36,945	$	36,938	$	74,484	Net income attributable to the Partnership	$	1,344	$	59,453	$	59,441	$	120,238
Weighted average units outstanding (in millions):	Weighted average units outstanding (in millions):									Weighted average units outstanding (in millions):
Basic and Diluted	Basic and Diluted			52.4		52.4		104.8		Basic and Diluted			52.4		52.4		104.8
Net income per limited partner unit (in dollars):	Net income per limited partner unit (in dollars):									Net income per limited partner unit (in dollars):
Basic and Diluted	Basic and Diluted			$	0.70	$	0.70			Basic and Diluted			$	1.13	$	1.13

BP MIDSTREAM PARTNERS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of dollars, unless otherwise indicated)


		Three Months Ended June 30, 2018									Three Months Ended September 30, 2018
		General Partner		Limited Partners' Common Units		Limited Partners' Subordinated Units		Total			General Partner		Limited Partners' Common Units		Limited Partners' Subordinated Units		Total
Distributions declared	Distributions declared	$	—	$	14,272	$	14,272	$	28,544	Distributions declared	$	—	$	15,268	$	15,268	$	30,536
Net income attributable to the Partnership in excess of distributions	Net income attributable to the Partnership in excess of distributions	—		963		963		1,926		Net income attributable to the Partnership in excess of distributions	—		2,341		2,342		4,683
Net income attributable to the Partnership	Net income attributable to the Partnership	$	—	$	15,235	$	15,235	$	30,470	Net income attributable to the Partnership	$	—	$	17,609	$	17,610	$	35,219
Weighted average units outstanding (in millions):	Weighted average units outstanding (in millions):									Weighted average units outstanding (in millions):
Basic and Diluted	Basic and Diluted			52.4		52.4		104.8		Basic and Diluted			52.4		52.4		104.8
Net income per limited partner unit (in dollars):	Net income per limited partner unit (in dollars):									Net income per limited partner unit (in dollars):
Basic and Diluted	Basic and Diluted			$	0.29	$	0.29			Basic and Diluted			$	0.34	$	0.34


		Six Months Ended June 30, 2018									Nine Months Ended September 30, 2018
		General Partner		Limited Partners' Common Units		Limited Partners' Subordinated Units		Total			General Partner		Limited Partners' Common Units		Limited Partners' Subordinated Units		Total
Distributions declared	Distributions declared	$	—	$	28,282	$	28,282	$	56,564	Distributions declared	$	—	$	43,550	$	43,550	$	87,100
Net income attributable to the Partnership in excess of distributions	Net income attributable to the Partnership in excess of distributions	—		2,223		2,222		4,445		Net income attributable to the Partnership in excess of distributions	—		4,564		4,564		9,128
Net income attributable to the Partnership	Net income attributable to the Partnership	$	—	$	30,505	$	30,504	$	61,009	Net income attributable to the Partnership	$	—	$	48,114	$	48,114	$	96,228
Weighted average units outstanding (in millions):	Weighted average units outstanding (in millions):									Weighted average units outstanding (in millions):
Basic and Diluted	Basic and Diluted			52.4		52.4		104.8		Basic and Diluted			52.4		52.4		104.8
Net income per limited partner unit (in dollars):	Net income per limited partner unit (in dollars):									Net income per limited partner unit (in dollars):
Basic and Diluted	Basic and Diluted			$	0.58	$	0.58			Basic and Diluted			$	0.92	$	0.92

10. Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. We classify the fair value of an asset or liability based on the lowest level of input significant to its measurement. A fair value initially reported as Level 3 will be subsequently reported as Level 2 if the unobservable inputs become inconsequential to its measurement, or corroborating market data becomes available. Asset and liability fair values initially reported as Level 2 will be subsequently reported as Level 3 if corroborating market data becomes unavailable.

The carrying amounts of our accounts receivable, other current assets, accounts payable, deferred revenue and credits, and other current liabilities approximate their fair values due to their short-term nature.

The carrying value of borrowings under our Credit Facility as of ~~June~~September 30, 2019 and December 31, 2018 approximate fair value as the interest rates are reflective of market rates.

11. Income Taxes

BP Midstream Partners LP is not a taxable entity for U.S. federal and state income tax purposes. Taxes on our net income are generally borne by our partners through the allocation of taxable income. The condensed consolidated financial statements, therefore, do not include a provision for income tax.

BP MIDSTREAM PARTNERS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of dollars, unless otherwise indicated)

12. Commitments and Contingencies

Legal Proceedings

~~From time to time, we~~We are party to ongoing legal proceedings in the ordinary course of business. For each of our outstanding legal matters, if any, we evaluate the merits of the case, our exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. While the outcome of these proceedings cannot be predicted with certainty, we do not believe the results of these proceedings, individually or in the aggregate, will have a material adverse effect on our business, financial condition, results of operations or liquidity.

Indemnification

Under our omnibus agreement, our Parent will indemnify us for certain environmental liabilities, litigation and other matters attributable to the ownership or operation of our assets prior to our ownership. For the purposes of determining the indemnified amount of any loss suffered or incurred by the Partnership, the Partnership’s ownership of 28.5% in Mars, and 65% in Mardi Gras, and Mardi Gras’ 56% ownership in Caesar, 53% ownership in Cleopatra, 65% ownership in Endymion and 65% ownership in Proteus will be considered. Indemnification for certain identified environmental liabilities is subject to a cap of $25.0 million without any deductible. Other matters covered by the omnibus agreement are subject to a cap of $15.0 million and an aggregate deductible of $0.5 million before we are entitled to indemnification. Indemnification for any unknown environmental liabilities is limited to liabilities due to occurrences prior to the closing of the IPO and that are identified before the third anniversary of the closing of the IPO.

The Interest Purchase Agreement contains customary representations, warranties and covenants of our Parent and the Partnership. Our Parent, on the one hand, and the Partnership, on the other hand, have agreed to indemnify each other and their respective affiliates, officers, directors and other representatives against certain losses, including those resulting from any breach of their representations, warranties or covenants contained in the Interest Purchase Agreement, subject to certain limitations and survival periods. This agreement covers the Partnership’s ownership of 22.7% in Ursa and 25% in KM Phoenix.

Environmental Matters

We are subject to federal, state, and local environmental laws and regulations. We record provisions for environmental liabilities based on management’s best estimates, using all information that is available at the time. In making environmental liability estimations, we consider the material effect of environmental compliance, pending legal actions against us and potential third-party liability claims. Often, as the remediation evaluation and effort progress, additional information is obtained, requiring revisions to estimated costs. We are indemnified by our Parent under the omnibus agreement against environmental cleanup costs for incidents that occurred prior to our ownership. Revisions to the estimated environmental liability for conditions that are not indemnified under the omnibus agreement with our Parent are reflected in our condensed consolidated statements of operations in the year in which they are probable and reasonably estimable.

We accrued ~~$3,734~~$3,760 and $3,853 for environmental liabilities at ~~June~~September 30, 2019 and December 31, 2018, respectively. These balances are broken down on the condensed consolidated balance sheets as follows:


	Balance sheet location	June 30, 2019		December 31, 2018		Balance sheet location	September 30, 2019		December 31, 2018
Current portion of environmental remediation obligations	Other current liabilities	$	750	$	629	Other current liabilities	$	620	$	629
Long-term portion of environmental remediation obligations	Other liabilities	2,984		3,224		Other liabilities	3,140		3,224
Total		$	3,734	$	3,853		$	3,760	$	3,853

The balances are related to incidents that occurred prior to our ownership and are entirely indemnified by our Parent. As a result, we recorded ~~$3,734~~$3,760 and $3,853 for corresponding indemnification assets at ~~June~~September 30, 2019 and December 31, 2018, respectively. These balances are broken down on the condensed consolidated balance sheets as follows:

BP MIDSTREAM PARTNERS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of dollars, unless otherwise indicated)


	Balance sheet location	June 30, 2019		December 31, 2018		Balance sheet location	September 30, 2019		December 31, 2018
Current portion of indemnification assets	Other current assets	$	750	$	629	Other current assets	$	620	$	629
Non-current portion of indemnification assets	Other assets	2,984		3,224		Other assets	3,140		3,224
Total		$	3,734	$	3,853		$	3,760	$	3,853

Griffith Station Incident

On June 13, 2019, a building fire occurred at the Griffith Station on BP2. Management has performed an initial evaluation of the assets and determined that an impairment is required. A charge of $2.3 million for the impairment ~~and $0.8 million for response expense were~~was recorded under "Impairment and other, net" on our condensed consolidated statements of operations for the three ~~and six~~ months ended June 30, 2019. In addition, we incurred $0.8 million for response expense during the three months ended June 30, 2019 and $0.5 million during the three months ended September 30, 2019. Our assets are insured with a deductible of $1.0 million per incident. We have accrued an offsetting insurance receivable of ~~$2.1~~$2.6 million under "Other current assets" on our condensed consolidated balance sheet as of ~~June~~September 30, 2019.

13. Unit-Based Compensation

Long-Term Incentive Plan

Our General Partner has adopted the BP Midstream Partners LP 2017 Long Term Incentive Plan (the “LTIP”). Awards under the LTIP are available for eligible officers, directors, employees and consultants of the General Partner and its affiliates, who perform services for the Partnership. The LTIP allows the Partnership to grant unit options, unit appreciation rights, restricted units, phantom units, unit awards, cash awards, performance awards, distribution equivalent rights, substitute awards and other unit-based awards. The maximum aggregate number of common units that may be issued pursuant to the awards granted under the LTIP shall not exceed 5,502,271, subject to proportionate adjustment in the event of unit splits and similar events.

Unit-Based Awards under the LTIP

The following is a summary of phantom unit award activities of the Partnership’s common units for the ~~six~~nine months ended ~~June~~September 30, 2019:


	Phantom Units				Phantom Units
	Number of Units (in units)		Weighted Average Grant Date Fair Value per Unit (in dollars)		Number of Units (in units)		Weighted Average Grant Date Fair Value per Unit (in dollars)
Outstanding at December 31, 2018	3,737		$	20.07	3,737		$	20.07
Granted	15,227		16.64		15,227		16.64
Vested	(3,737	)	20.07		(3,737	)	20.07
Outstanding at June 30, 2019	15,227		$	16.64
Outstanding at September 30, 2019					15,227		$	16.64

For the three and ~~six~~nine months ended ~~June~~September 30, 2019, total compensation expense recognized for phantom unit awards was approximately ~~$71~~$64 and ~~$111,~~$175, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, 2018, total compensation expense recognized for phantom unit awards was approximately ~~$45~~$56 and ~~$84,~~$140, respectively. The unrecognized compensation cost related to phantom unit awards was approximately ~~$169~~$105 at ~~June~~September 30, 2019, which is expected to be recognized over a weighted average period of ~~0.7~~0.4 years.

14. Variable Interest Entity

Mardi Gras is a Delaware corporation and a pass-through entity for federal and state income tax purposes. Mardi Gras holds equity interests in the Mardi Gras Joint Ventures and accounts for them as equity method investments. Mardi Gras does not have any other operations or activities. The remaining interests in each of the Mardi Gras Joint Ventures are owned by unaffiliated third-party investors. Each of the Mardi Gras Joint Ventures is managed by their respective management committee, and decisions made ~~by these management committees require approval of two or more members that are not affiliates with equity interest holdings meeting certain thresholds.~~

BP MIDSTREAM PARTNERS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of dollars, unless otherwise indicated)

by these management committees require approval of two or more members that are not affiliates with equity interest holdings meeting certain thresholds.

On October 30, 2017, our Parent contributed to us 20% of its economic interest and 100% of its managing member interest in Mardi Gras. The remainder of the economic interest in Mardi Gras was held 79% by BP Pipelines and 1% by an affiliate of BP. Through our managing member interest in Mardi Gras, we have the right to vote 100% of Mardi Gras’ interest in each of the Mardi Gras Joint Ventures. We determined that Mardi Gras is a variable interest entity because (i) we hold disproportional voting rights as compared to our economic interest in Mardi Gras, and (ii) substantially all of Mardi Gras’ activities involve or are conducted on behalf of our Parent, which holds disproportionately few voting rights.

On October 1, 2018, pursuant to the Interest Purchase Agreement we completed the acquisition of an additional 45% interest in Mardi Gras from BP Pipelines. This reduced the non-controlling interest on Mardi Gras from 80% to 35%.

The managing member interest in Mardi Gras provides us with the unilateral power to direct the activities of Mardi Gras that most significantly ~~impacts~~impact its economic performance including the right to exercise the voting rights of BP for each of the Mardi Gras Joint Ventures. In addition, our obligations to absorb the expected losses of and the right to receive the residual returns from Mardi Gras relative to our economic ownership is significant to Mardi Gras. As a result, we are the primary beneficiary of Mardi Gras and consolidate Mardi Gras.

We have the obligation to provide financial support to Mardi Gras if all members unanimously determine that additional capital contributions are necessary to fund Mardi Gras’ operations. The assets of Mardi Gras can only be used to satisfy its own obligations, which were ~~zero~~0 at ~~June~~September 30, 2019 and December 31, 2018. Under the current limited liability company agreement of Mardi Gras, creditors of Mardi Gras, if any, do not have any recourse to the general credit of the Partnership.

The financial position of Mardi Gras at ~~June~~September 30, 2019 and December 31, 2018, its financial performance for the three and six months ended ~~June~~September 30, 2019 and 2018 and cash flows for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, as reflected in our condensed consolidated financial statements, are as follows:


	June 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018
Balance sheet
Equity method investments	$	396,295	$	402,783	$	394,500	$	402,783
Non-controlling interests	138,703		140,974		138,075		140,974


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018		2019		2018		2019		2018
Statement of operations
Income from equity method investments	$	13,897	$	12,153	$	23,800	$	24,865	$	13,255	$	10,340	$	37,055	$	35,205
Less: Net income attributable to non-controlling interests	4,864		9,722		8,330		19,891		4,639		8,272		12,969		28,163
Net impact on Net income attributable to the Partnership	$	9,033	$	2,431	$	15,470	$	4,974	$	8,616	$	2,068	$	24,086	$	7,042


	Six Months Ended June 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Statement of cash flows
Cash flows from operating activities
Distributions of earnings received from equity method investments	$	23,666		$	24,865		$	37,055		$	35,205
Cash flows from investing activities
Distribution in excess of earnings from equity method investments	6,622			11,053			8,283			15,362
Cash flows from financing activities
Distributions to non-controlling interests	(10,601		)	(28,734		)	(15,868		)	(40,453		)
Net change on the Partnership's cash and cash equivalents	$	19,687		$	7,184		$	29,470		$	10,114

BP MIDSTREAM PARTNERS LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of dollars, unless otherwise indicated)

15. Subsequent Events

We have evaluated subsequent events through the issuance of these condensed consolidated financial statements. Based on this evaluation, it was determined that no subsequent events occurred, other than the distribution noted below, that require recognition or disclosure in the condensed consolidated financial statements.

Distribution

On ~~July~~October 17, 2019, we declared a cash distribution of ~~$0.3237~~$0.3355 per limited partner unit to unitholders of record on ~~July~~October 31, 2019, for the three months ended ~~June~~September 30, 2019. The distribution, combined with distributions to our General Partner, will be paid on ~~August~~November 14, 2019 and will total ~~$34.3~~$35.9 million, with ~~$15.5~~$16.0 million being distributed to our non-affiliated common unitholders and ~~$18.8~~$19.9 million, including ~~$0.4~~$0.7 million for IDRs, being distributed to our Parent in respect of its ownership of our common units, subordinated units and IDRs.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q (the “Quarterly Report”) includes various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). All statements other than statements of historical fact included in this Quarterly Report, regarding our strategy, future operations, financial position, estimated revenues and losses, projected cost, prospects, plans and objectives of management, are forward-looking statements.

When used in this Quarterly Report, you can identify our forward-looking statements by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “plan,” “predict,” “project,” “seek,” “target,” “could,” “may,” “should,” “would” or other similar expressions that convey the uncertainty of future events or outcomes, although not all forward-looking statements contain such identifying words. When considering forward-looking statements, you should carefully consider the risk factors and other cautionary statements described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018, under Part II, Item 1A of this Quarterly Report and other cautionary statements contained in this filing.

We based forward-looking statements on our current expectations and assumptions about future events and currently available information as to the outcome and timing of future events. We caution you that these statements are not guarantees of future performance as they involved assumptions that, while made in good faith, may prove to be incorrect, and involve risks and uncertainties we cannot predict. Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecast in the forward-looking statements.

Forward-looking statements may include statements about:

The continued ability of BP and any non-affiliate customers to satisfy their obligations under our commercial and other agreements and the impact of lower market prices for crude oil, natural gas, refined products and diluent.

The volume of crude oil, natural gas, refined products and diluent we transport or store and the prices that we can charge our customers.

The tariff rates with respect to volumes that we transport through our regulated assets, which rates are subject to review and possible adjustment imposed by federal and state regulators.

Changes in revenue we realize under the fixed loss allowance provisions of our fees and tariffs resulting from changes in underlying commodity prices.

Fluctuations in the prices for crude oil, natural gas, refined products and diluent.

The level of onshore and offshore production and demand for crude oil, natural gas, refined products and diluent.

Our ability to successfully integrate recently acquired assets with our own and realize the anticipated benefits of such acquisitions.

Changes in global economic conditions and the effects of a global economic downturn on the business of BP and the business of its suppliers, customers, business partners and credit lenders.

Liabilities associated with the risks and operational hazards inherent in transporting and/or storing crude oil, natural gas, refined products and diluent.

Curtailment of operations or expansion projects due to unexpected leaks or spills; severe weather disruption; riots, strikes, lockouts or other industrial disturbances; or failure of information technology systems due to various causes, including unauthorized access or attack.

Costs or liabilities associated with federal, state and local laws and regulations relating to environmental protection and safety, including spills, releases and pipeline integrity.

Costs associated with compliance with evolving environmental laws and regulations on climate change.

Costs associated with compliance with safety regulations and system maintenance programs, including pipeline integrity management program testing and related repairs.

Changes in tax status.

Changes in the cost or availability of third-party vessels, pipelines, rail cars and other means of delivering and transporting crude oil, natural gas, refined products and diluent.

Direct or indirect effects on our business resulting from actual or threatened terrorist incidents or acts of war.

Changes in, and availability to us of the equity and debt capital markets.

Should one or more of the risks or uncertainties described in this Quarterly Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

Unless otherwise stated or the context otherwise indicates, all references to “we,” “our,” “us,” refer to the legal entity BP Midstream Partners LP (the "Partnership"). The term “our Parent” refers to BP Pipelines (North America), Inc. (“BP Pipelines”), any entity that wholly owns BP Pipelines, indirectly or directly, including BP America Inc. and BP p.l.c. (“BP”), and any entity that is wholly owned by the aforementioned entities, excluding BP Midstream Partners LP.

The following management discussion and analysis of financial conditions and results of operations should be read in conjunction with the unaudited financial statements and accompanying notes in this quarterly report and our Annual Report on Form 10-K for the year ended December 31, 2018 (our "2018 Annual Report").

Partnership Overview

We are a fee-based, growth-oriented master limited partnership formed by BP Pipelines, an indirect wholly owned subsidiary of BP, to own, operate, develop and acquire pipelines and other midstream assets. Our assets consist of interests in entities that own crude oil, natural gas, refined products and diluent pipelines and refined product terminals serving as key infrastructure for BP and other customers to transport onshore crude oil production to BP’s Whiting Refinery and offshore crude oil and natural gas production to key refining markets and trading and distribution hubs. Certain of our assets deliver refined products and diluent from the Whiting Refinery and other U.S. supply hubs to major demand centers.

As of ~~June~~September 30, 2019, our assets consisted of the following:

BP Two Pipeline Company LLC, which owns the BP#2 crude oil pipeline system (“BP2”).

BP River Rouge Pipeline Company LLC, which owns the Whiting to River Rouge refined products pipeline system (“River Rouge”).

BP D-B Pipeline Company LLC, which owns the Diamondback diluent pipeline system (“Diamondback”). BP2, River Rouge, and Diamondback are in the Midwest region of the United States, and together are referred to as the "Wholly Owned Assets".


•	A 28.5% ownership interest in Mars Oil Pipeline Company, LLC (“Mars”), which owns a major corridor crude oil pipeline system in the Gulf of Mexico.

A 65% managing member interest in Mardi Gras Transportation System Company, LLC (“Mardi Gras”), which holds the following investments in joint ventures located in the Gulf of Mexico:

A 56% ownership interest in Caesar Oil Pipeline Company, LLC (“Caesar”),

A 53% ownership interest in Cleopatra Gas Gathering Company, LLC (“Cleopatra”),

A 65% ownership interest in Proteus Oil Pipeline Company, LLC (“Proteus”), and,

A 65% ownership interest in Endymion Oil Pipeline Company, LLC (“Endymion”). Together Endymion, Caesar, Cleopatra and Proteus are referred to as the “Mardi Gras Joint Ventures.”

A 25% ownership interest in KM Phoenix Holdings, LLC ("KM Phoenix").

A 22.7% ownership interest in Ursa Oil Pipeline Company, LLC ("Ursa")~~, which owns approximately 47 miles of pipeline that provides gathering and transportation services extending from Mississippi Canyon Block 809 to West Delta Block 143.~~

A 25% ownership interest in KM Phoenix Holdings, LLC ("KM Phoenix"), which owns 13 refined products terminals located across the United States with approximately 8.1 million barrels of storage and associated infrastructure).

We generate the majority of our revenue by charging fees for the transportation of crude oil, refined products and diluent through our pipelines under long-term agreements with MVC. We do not engage in the marketing and trading of any commodities. All operations are conducted in the United States, and all our long-lived assets are in the United States. Our operations consist of one reportable segment.

Acquisition of Equity Interests

On October 1, 2018, pursuant to an Interest Purchase Agreement (the “Interest Purchase Agreement”) with BP Products North America Inc. (“BP Products”), BP Offshore Pipelines Company LLC (“BP Offshore”), and BP Pipelines, we completed the acquisition of (i) an additional 45% interest in Mardi Gras, from BP Pipelines, (ii) a 25% interest in KM Phoenix, ~~Holdings LLC, a Delaware limited liability company,~~ from BP Products, and (iii) a 22.7% interest in ~~URSA Oil Pipeline Company LLC, a Delaware limited liability company,~~Ursa, from BP Offshore, in exchange for aggregate consideration of $468 million funded with borrowings under our Credit Facility. The purchase was accounted for as a transaction between entities under common control; as a result, we recognized the acquired assets at their historical carrying value.

How We Evaluate Our Operations

Our management uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability and include: (i) safety and environmental metrics, (ii) revenue (including FLA) from throughput and utilization; (iii) operating expenses and maintenance spend; (iv) Adjusted EBITDA (as defined below); and (v) cash available for distribution (as defined below).

Preventative Safety and Environmental Metrics

We are committed to maintaining and improving the safety, reliability and efficiency of our operations. We have implemented

reporting programs requiring all employees and contractors of our Parent who provide services to us to record environmental and safety related incidents. Our management team uses these existing programs and data to evaluate trends and potential interventions to deliver on performance targets. We integrate health, occupational safety, process safety and environmental principles throughout our operations to reduce and eliminate environmental and safety related incidents.

Throughput

The amount of revenue our business generates primarily depends on our fee-based transportation agreements with shippers, our tariffs and the volumes of crude oil, natural gas, refined products and diluent that we handle on our pipelines.

The volumes that we handle on our pipelines are primarily affected by the supply of, and demand for, crude oil, natural gas, refined products and diluent in the markets served directly or indirectly by our assets. Our results of operations are impacted by our ability to:

utilize any remaining unused capacity on, or add additional capacity to, our pipeline systems;

increase throughput volumes on our pipeline systems by making connections to existing or new third-party pipelines or other facilities, primarily driven by the anticipated supply of and demand for crude oil, natural gas, refined products and diluent;

identify and execute organic expansion projects; and

increase throughput volumes via acquisitions.

Operating Expenses and Total Maintenance Spend

Operating Expenses

Our management seeks to maximize our profitability by effectively managing our operating expenses. These expenses are comprised primarily of labor expenses (including contractor services), general materials, supplies, minor maintenance, utility costs (including electricity and fuel) and insurance premiums. Utility costs fluctuate based on throughput volumes and the grades of crude oil and types of refined products we handle. Our other operating expenses generally remain relatively stable across broad ranges of throughput volumes but can fluctuate from period to period depending on the mix of activities performed during that period.

Griffith Station Incident

~~June~~September 30, 2019. The fire caused a temporary throughput restriction that was covered by our MVC. The throughput restriction was resolved within two weeks and volumes returned to normal operating levels.

Total Maintenance Spend - Wholly Owned Assets

We calculate Total Maintenance Spend as the sum of maintenance expenses and maintenance capital expenditures, excluding any reimbursable maintenance capital expenditures. We track these expenses on a combined basis because it is useful to understanding our total maintenance requirements. Total Maintenance Spend for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, respectively, is shown in the table below:


	Six Months Ended June 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
	(in thousands of dollars)				(in thousands of dollars)
Wholly Owned Assets
Maintenance expenses	$	956	$	927	$	1,325	$	1,598
Maintenance capital expenditures	266		472		375		1,341
Total Maintenance Spend - Wholly Owned Assets	$	1,222	$	1,399	$	1,700	$	2,939

We seek to maximize our profitability by effectively managing our maintenance expenses, which consist primarily of safety and environmental integrity programs. We seek to manage our maintenance expenses on the pipelines we operate by scheduling maintenance over time to avoid significant variability in our maintenance expenses and minimize their impact on our cash flows, without compromising our commitment to safety and environmental stewardship.

Our maintenance expenses represent the costs we incur that do not significantly extend the useful life or increase the expected output of our property, plant and equipment. These expenses include pipeline repairs, replacements of immaterial sections of pipelines, inspections, equipment rentals and costs incurred to maintain compliance with existing safety and environmental standards, irrespective of the magnitude of such compliance expenses. Our maintenance expenses may vary significantly from period to period because certain of our expenses are the result of scheduled safety and environmental integrity programs, which occur on a multi-year cycle and require substantial outlays.

Adjusted EBITDA and Cash Available for Distribution

We define Adjusted EBITDA as (i) net income before net interest expense, income taxes, gain or loss from disposition of property, plant and equipment, and depreciation and amortization, plus cash distributed to the Partnership from equity method investments for the applicable period, less income from equity method ~~investments.~~investments and (ii) net cash provided by operating activities before net interest expense and distributions in excess of earnings from equity method investments, less changes in other assets and liabilities, non-cash adjustments and impairment. We define Adjusted EBITDA attributable to the Partnership as Adjusted EBITDA less Adjusted EBITDA attributable to non-controlling interests. We present these financial measures because we believe replacing our proportionate share of our equity method investments’ net income with the cash received from such equity method investments more accurately reflects the cash flow from our business, which is meaningful to our investors.

We compute and present cash available for distribution and define it as Adjusted EBITDA attributable to the Partnership plus net adjustments from volume deficiency agreements, less maintenance capital expenditures, net interest paid/received, cash reserves, and income taxes paid. Cash available for distribution does not reflect changes in working capital balances.

Adjusted EBITDA and cash available for distribution are non-GAAP ("GAAP" refers to Unites States generally accepted accounting principles) supplemental financial measures, which are metrics that management and external users of our condensed consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:

our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or financing methods;

the ability of our business to generate sufficient cash to support our decision to make distributions to our unitholders;

our ability to incur and service debt and fund capital expenditures; and


•	the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

We believe that the presentation of Adjusted EBITDA and cash available for distribution provides useful information to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to Adjusted EBITDA

and cash available for distribution are net income and net cash provided by operating activities, respectively. Adjusted EBITDA and cash available for distribution should not be considered as an alternative to GAAP net income or net cash provided by operating activities.

Adjusted EBITDA and cash available for distribution have important limitations as analytical tools because they exclude some but not all items that affect net income and net cash provided by operating activities. You should not consider Adjusted EBITDA or cash available for distribution in isolation or as a substitute for analysis of our results as reported under GAAP. Additionally, because Adjusted EBITDA and cash available for distribution may be defined differently by other companies in our industry, our definition of Adjusted EBITDA and cash available for distribution may not be comparable to similarly titled measures of other companies, thereby diminishing its utility. Please read “Reconciliation of Non-GAAP Measures” section below for the reconciliation of net income and cash provided by operating activities to Adjusted EBITDA and cash available for distribution.

Factors Affecting the Comparability of Our Financial Results

Our results of operations are not comparable for the periods presented in this report for the reasons described below:

Acquisition of Equity Interests

As discussed above, on October 1, 2018, pursuant to the Interest Purchase Agreement we completed the acquisition of:

(i) an additional 45.0% interest in Mardi Gras, from BP Pipelines,

(ii) a 25.0% interest in KM Phoenix, ~~Holdings, LLC, a Delaware limited liability company,~~ from BP Products, and

(iii) a 22.7% interest in ~~URSA Oil Pipeline Company LLC, a Delaware limited liability company,~~Ursa, from BP Offshore.

Factors Affecting Our Business

Our business can be negatively affected by sustained downturns or slow growth in the economy in general and is impacted by shifts in supply and demand dynamics, the mix of services requested by the customers of our pipelines, competition and changes in regulatory requirements affecting our customers’ operations.

Customers

BP is our primary customer. Total revenue from BP represented ~~97.5%~~97.9% and ~~97.4%~~97.6% of our revenues for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively. Total revenue from BP represented ~~97.4%~~98.4% and ~~97.2%~~97.6% for the three and ~~six~~nine months ended ~~June~~September 30, 2018, respectively. BP’s volumes represented approximately ~~94.9%~~95.6% and ~~95.0%~~95.1% of the aggregate total volumes transported on the Wholly Owned Assets for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively. BP’s volumes represented approximately ~~94.7%~~96.4% and ~~94.6%~~95.1% of the aggregate total volumes transported on the Wholly Owned Assets for the three and ~~six~~nine months ended ~~June~~September 30, 2018, respectively.

In addition, we transport and store crude oil, natural gas and diluent for a mix of third-party customers, including crude oil producers, refiners, marketers and traders, and our assets are connected to other crude oil, natural gas and diluent pipeline systems. In addition to serving directly connected Midwestern U.S. and Gulf Coast markets, our pipelines have access to customers in various regions of the United States and Canada through interconnections with other major pipelines. Our customers use our transportation and terminalling services for a variety of reasons. Producers of crude oil require the ability to deliver their product to market and frequently enter into firm transportation contracts to ensure that they will have sufficient capacity available to deliver their product to delivery points with greatest market liquidity. Marketers and traders generate income from buying and selling crude oil, natural gas, refined products and diluent to capitalize on price differentials over time or between markets. Our customer mix can vary over time and largely depends on the crude oil, natural gas, refined products and diluent supply and demand dynamics in our markets.

Competition

Our pipelines face competition from a variety of alternative transportation methods including rail, water borne movements including barging and shipping, trucking and other pipelines that service the same markets as our pipelines. Competition for BP2 and River Rouge common carrier pipelines is based primarily on connectivity to sources of supply and demand, while Diamondback faces competition for Gulf Coast sourced diluent from third-party pipelines, which have made direct connections at Manhattan,

Illinois. Our offshore pipelines compete for new production based on geographic proximity to the production, cost of connection, available capacity, transportation rates and access to onshore markets.

Regulation

Our interstate common carrier pipelines are subject to regulation by various federal, state and local agencies including the FERC, the Environmental Protection Agency ("EPA") and the Department of Transportation ("DOT"). For more information on federal, state and local regulations affecting our business, see Part I, Item 1 and 2. Business and Properties in our 2018 Annual Report.

Acquisition Opportunities

We plan to pursue acquisitions of complementary assets from BP as well as third parties. We also may pursue acquisitions jointly with BP Pipelines. Neither BP nor any of its affiliates are under any obligation, however, to sell or offer to sell us additional assets or to pursue acquisitions jointly with us, and we are under no obligation to buy any additional assets from them or to pursue any joint acquisitions with them. We will focus our acquisition strategy on transportation and midstream assets within the crude oil, natural gas and refined products sectors. We believe that we are well positioned to acquire midstream assets from BP, and particularly BP Pipelines, as well as third parties, should such opportunities arise and so long as such opportunities further the interests of the Partnership. Identifying and executing acquisitions will be a key part of our strategy so long as market conditions and other factors permit. However, if we do not make acquisitions on economically acceptable terms, our future growth will be limited, and the acquisitions we do make may reduce, rather than increase, our available cash.

Financing

We expect to fund future capital expenditures primarily from external sources, including borrowings under our $600 million Credit Facility and potential future issuances of equity and debt securities.

We intend to make cash distributions to our unitholders at a minimum distribution rate of $0.2625 per unit per quarter ($1.05 per unit on an annualized basis). Based on the terms of our cash distribution policy, we expect that we will distribute to our unitholders and our General Partner, as the holder of our incentive distribution rights, most of the cash generated by our operations.

Seasonality

The volumes of crude oil, refined products and diluent transported in our pipelines are directly affected by the level of supply and demand for such commodities in the markets served directly or indirectly by our assets. However, many effects of seasonality on our revenue will be substantially mitigated through using our fee-based long-term agreements with BP Products that include MVCs.

Results of Operations

The following tables and discussion contain a summary of our condensed consolidated results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018.


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,					Nine Months Ended September 30,
	2019		2018		2019		2018		2019		2018			2019		2018
	(in thousands of dollars)								(in thousands of dollars)
Revenue	$	28,600	$	28,935	$	58,841	$	55,554	$	34,561	$	32,074		$	93,402	$	87,628
Costs and expenses
Operating expenses	4,839		4,043		9,602		7,624		5,330		4,383			14,932		12,007
Maintenance expenses	652		871		956		927		369		671			1,325		1,598
General and administrative	4,153		3,857		8,551		8,068		4,005		5,287			12,556		13,355
Lease expense	18		15		36		30		17		15			53		45
Depreciation	658		662		1,314		1,324		656		663			1,970		1,987
Impairment and other, net	1,000		—		1,000		—		—		—			1,000		—
Property and other taxes	141		112		250		223		111		165			361		388
Total costs and expenses	11,461		9,560		21,709		18,196		10,488		11,184			32,197		29,380
Operating income	17,139		19,375		37,132		37,358		24,073		20,890			61,205		58,248
Income from equity method investments	28,838		20,842		53,208		43,681		30,104		22,581			83,312		66,262
Interest expense, net	3,782		25		7,526		139
Interest expense (income), net									3,784		(20		)	11,310		119
Income before income taxes	42,195		40,192		82,814		80,900		50,393		43,491			133,207		124,391
Income tax expense	—		—		—		—		—		—			—		—
Net income	42,195		40,192		82,814		80,900		50,393		43,491			133,207		124,391
Less: Net income attributable to non-controlling interests	4,864		9,722		8,330		19,891		4,639		8,272			12,969		28,163
Net income attributable to the Partnership	$	37,331	$	30,470	$	74,484	$	61,009	$	45,754	$	35,219		$	120,238	$	96,228

Adjusted EBITDA*	$	51,637	$	47,290	$	100,760	$	97,542	$	57,191	$	49,369		$	157,951	$	146,911
Less: Adjusted EBITDA attributable to non-controlling interests	6,032		13,708		10,601		28,734		5,267		11,719			15,868		40,453
Adjusted EBITDA attributable to the Partnership	$	45,605	$	33,582	$	90,159	$	68,808	$	51,924	$	37,650		$	142,083	$	106,458
* See Reconciliation of Non-GAAP Measures below.


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
Pipeline throughput (thousands of barrels per day)⁽¹⁾⁽²⁾	2019		2018		2019		2018		2019		2018		2019		2018
BP2	275		295		291		291		316		276		299		286
Diamondback	55		73		67		77		59		52		65		69
River Rouge	73		65		71		63		72		70		71		65
Total Wholly Owned Assets	403		433		429		431		447		398		435		420

Mars	569		451		562		458		519		580		548		499

Caesar	204		174		209		190		176		214		198		198
Cleopatra⁽³⁾	26		21		26		22		21		24		24		23
Proteus	184		175		141		179		191		150		158		169
Endymion	184		175		141		179		191		150		158		169
Mardi Gras Joint Ventures	598		545		517		570		579		538		538		559

Ursa	119		42		116		53		104		89		112		65

Average revenue per barrel ($ per barrel)⁽²⁾⁽⁴⁾
Total Wholly Owned Assets	$	0.78	$	0.73	$	0.76	$	0.71	$	0.78	$	0.77	$	0.77	$	0.73
Mars	1.16		1.15		1.19		1.20		1.36		1.22		1.24		1.21
Mardi Gras Joint Ventures	0.66		0.65		0.69		0.65		0.63		0.68		0.67		0.66
Ursa	0.88		0.92		0.87		0.85		0.89		0.81		0.87		0.83
(1) Pipeline throughput is defined as the volume of delivered barrels.
(2) Interest in Ursa was contributed to the Partnership on October 1, 2018 and throughput and average revenue per barrel is presented on a 100% basis for the three and six months ended June 30, 2018.
(2) Interest in Ursa was contributed to the Partnership on October 1, 2018 and throughput and average revenue per barrel is presented on a 100% basis for the three and nine months ended September 30, 2018.									(2) Interest in Ursa was contributed to the Partnership on October 1, 2018 and throughput and average revenue per barrel is presented on a 100% basis for the three and nine months ended September 30, 2018.
(3) Natural gas is converted to oil equivalent at 5.8 million cubic feet per one thousand barrels.																	(4) Based on reported revenues from transportation and allowance oil divided by delivered barrels over the same time period.

Three Months Ended ~~June~~September 30, 2019 Compared to Three Months Ended ~~June~~September 30, 2018

Total revenue from our wholly owned assets ~~was relatively flat, decreasing~~increased by ~~$0.3~~$2.5 million or ~~1.2%~~7.8% for the three months ended ~~June~~September 30, 2019 compared to the three months ended ~~June~~September 30, ~~2018.We did not recognize any~~2018 due to the following factors:

$2.9 million increase or 19.7% attributable to a 14.7% increase in throughput volume and a 4.3% increase in weighted average tariff rate from BP2.

$1.1 million increase from the recognition of deficiency revenue ~~from minimum~~on Diamondback.

$1.0 million increase or 11.4% attributable to a 4.0% increase in throughput volume ~~deficiency~~and a 7.1% increase in the ~~three months ended June 30, 2019~~weighted average tariff rate from River Rouge.

$0.1 million increase or ~~2018.~~4.8% attributable to throughput volume from Diamondback.

$2.6 million decrease from the absence of deficiency revenue on BP2 in the current period.

Operating expenses increased by ~~$0.8~~$0.9 million or 21.6% for the three months ended ~~June~~September 30, 2019, compared to the three months ended ~~June~~September 30, 2018, primarily ~~due~~attributable to a ~~$0.3~~$0.6 million increase in insurance expense due to acquisition of assets on October 1, 2018, ~~and~~ a ~~$0.4~~$0.1 million increase in ~~electricity expense and asset charges for River Rouge driven by higher volumes~~right-of-way clearing spend and a ~~$0.1~~$0.2 million increase in various other expenses.

General and administrative expense ~~increased~~decreased by ~~$0.3~~$1.3 million or ~~7.7%,~~24.2% in the three months ended ~~June~~September 30, 2019, compared to the three months ended ~~June 30,2018. For~~September 30,2018, primarily due to $0.9 million less transactions expenses in the ~~three months ended June 30, 2019, the increase in general~~current period compared to 2018 expenses related to acquisition of assets on October 1, 2018, and ~~administrative expenses primarily consist~~a decrease of ~~$0.2~~$0.4 million ~~paid to our Parent for our New Jersey gross income taxes due and approximately $0.1 million for legal costs.~~from other miscellaneous expenses.

~~Operating income includes a net impairment charge of $1.0 million related to an incident that occurred in the quarter ended June 30, 2019 at Griffith Station on BP2. See~~ ~~MD&A - How We Evaluate Our Operations~~.

Income from equity method investments increased by ~~$8.0~~$7.5 million in the three months ended ~~June~~September 30, 2019, compared to the three months ended ~~June~~September 30, 2018, primarily due to $2.7 million of incremental earnings in the current period from the assets acquired on October 1, ~~2018~~2018; an increase of $1.9 million from Mars primarily from a revenue adjustment and ~~a 10%~~incidental revenue from new cavern access; and an increase ~~in volume~~of $2.9 million for Mardi Gras Joint Ventures ~~and a 37% increase in earnings from Mars~~ primarily due to a ~~26%~~7.3% increase in throughput volume.

Interest expense increased by $3.8 million in the three months ended ~~June~~September 30, 2019, compared to the three months ended ~~June~~September 30, 2018 due to ~~the~~a full quarter of interest related to $468 million in borrowings under our ~~$600 million~~ Credit Facility in October 2018 to facilitate our 2018 acquisition of assets.

Net income attributable to non-controlling interests decreased by ~~$4.9~~$3.6 million in the three months ended ~~June~~September 30, 2019, compared to the three months ended ~~June~~September 30, 2018 due to the reduction in non-controlling interest in Mardi Gras from 80% to 35%.

~~Six~~Nine Months Ended ~~June~~September 30, 2019 Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2018

Total revenue from our wholly owned assets increased by ~~$3.3~~$5.8 million or ~~5.9%~~6.6% for the ~~six~~nine months ended ~~June~~September 30, 2019 compared to the ~~six~~nine months ended ~~June~~September 30, ~~2018. Throughput revenue on BP2 increased by $1.3 million~~2018 due to ~~a 4.7%~~the following factors:

$4.1 million increase ~~in average tariff rate. Throughput revenue from River Rouge increased by $2.8 million~~ or ~~19.2% due~~9.6% attributable to a4.6% increase in throughput volume and ana 4.6% increase in ~~tariff. Revenue~~weighted average tariff rate from ~~Diamondback decreased by $0.8~~BP2.

$3.8 million ~~due~~increase or 16.3% attributable to ~~an 10.7%~~a 9.6% increase in throughput volume and a 6.1% increase in weighted average tariff rate from River Rouge.

$1.1 million increase from the recognition of deficiency revenue on Diamondback.

$2.6 million decrease from the absence of deficiency revenue on BP2.

$0.6 million decrease or 6.8% attributable to a 6.3% decrease in throughput volume ~~partially offset by a tariff increase.~~from Diamondback.

Operating expenses increased by ~~$1.9~~$2.9 million or 24.4% for the ~~six~~nine months ended ~~June~~September 30, 2019, compared to the ~~six~~nine months ended ~~June~~September 30, 2018, primarily ~~due~~attributable to a ~~$1.3~~$1.9 million increase in insurance expense due to the acquisition of assets on October 1, 2018, and ~~$0.6~~$1.0 million due to increases in various operating costs.

General and administrative expense ~~increased~~decreased by ~~$0.5~~$0.8 million or 6.0% for the ~~six~~nine months ended ~~June~~September 30, 2019, compared to the ~~six~~nine months ended ~~June~~September 30, ~~2018. For~~2018, primarily due to less transactions expenses in the ~~six months ended June 30, 2019, the increase in general and administrative~~current period compared to 2018 expenses ~~primarily consist~~related to acquisition of ~~$0.2 million paid to our Parent for New Jersey state filing fees and $0.1 million for legal costs.~~assets on October 1, 2018.

Operating income includes a net impairment charge of $1.0 million related to an incident that occurred in the quarter ended June 30, 2019 at Griffith Station on BP2. See MD&A - How We Evaluate Our Operations.

Income from equity method investments increased by ~~$9.5~~$17.1 million in the ~~six~~nine months ended ~~June~~September 30, 2019, compared to the nine months ended September 30, 2018, primarily due to $8.4 million of incremental earnings in the current period from the assets acquired on October 1, ~~2018 and a 26%~~2018; an increase ~~in earnings~~of $6.8 million from Mars primarily from a revenue adjustment and incidental revenue from new cavern access; and an increase of $1.9 million for Mardi Gras Joint Ventures primarily due to ~~a 23%~~an increase in ~~throughput volume.~~the average tariff rate.

Interest expense, net increased by ~~$7.4~~$11.2 million in the ~~six~~nine months ended ~~June~~September 30, 2019 compared to the three months ended September 30, 2018, due to ~~the~~a full nine months of interest related to $468 million in borrowings under our ~~$600 million~~ Credit Facility in October 2018 to facilitate our 2018 acquisition of assets.

Net income attributable to non-controlling interests decreased by ~~$11.6~~$15.2 million due to the reduction in non-controlling interest in Mardi Gras from 80% to 35%.

Reconciliation of Non-GAAP Measures

The following tables present a reconciliation of Adjusted EBITDA to net income and to net cash provided by operating activities, the most directly comparable GAAP financial measures, for each of the periods indicated.


	Three Months Ended June 30,						Six Months Ended June 30,					Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018		2019			2018			2019			2018
	(in thousands of dollars)											(in thousands of dollars)
Reconciliation of Adjusted EBITDA and Cash Available for Distribution to Net Income
Net income	$	42,195		$	40,192		$	82,814		$	80,900	$	50,393		$	43,491		$	133,207		$	124,391
Add:
Depreciation	658			662			1,314			1,324		656			663			1,970			1,987
Interest expense, net	3,782			25			7,526			139		3,784			(20		)	11,310			119
Cash distributions received from equity method investments — Mardi Gras Joint Ventures	17,233			17,135			30,288			35,917		15,050			14,649			45,338			50,566
Cash distributions received from equity method investments — Mars	13,680			10,118			25,838			22,943		14,250			13,167			40,088			36,110
Cash distributions received from equity method investments — Others	2,927			—			6,188			—		3,162			—			9,350			—
Less:
Income from equity method investments — Mardi Gras Joint Ventures	13,897			12,153			23,800			24,865		13,255			10,340			37,055			35,205
Income from equity method investments — Mars	11,891			8,689			23,715			18,816		14,104			12,241			37,819			31,057
Income from equity method investments — Others	3,050			—			5,693			—		2,745			—			8,438			—
Adjusted EBITDA	51,637			47,290			100,760			97,542		57,191			49,369			157,951			146,911
Less:
Adjusted EBITDA attributable to non-controlling interests	6,032			13,708			10,601			28,734		5,267			11,719			15,868			40,453
Adjusted EBITDA attributable to the Partnership	45,605			33,582			90,159			68,808		51,924			37,650			142,083			106,458
Add:
Net adjustments from volume deficiency agreements	982			(509		)	251			823		(3,043		)	(2,676		)	(2,792		)	(1,853		)
Less:
Net interest paid/(received)	3,714			162			11,444			146		(102		)	(20		)	11,342			126
Maintenance capital expenditures	64			387			266			472		109			869			375			1,341
Cash reserves(1)	(127		)	—			(3,882		)	—		3,882			—			—			—
Cash available for distribution attributable to the Partnership	$	42,936		$	32,524		$	82,582		$	69,013	$	44,992		$	34,125		$	127,574		$	103,138

⁽¹⁾Acquisition financing expenses


	Six Months Ended June 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
	(in thousands of dollars)						(in thousands of dollars)
Reconciliation of Adjusted EBITDA and Cash Available for Distribution to Net Cash Provided by Operating Activities
Net cash provided by operating activities	$	87,209		$	87,837		$	142,230		$	133,486
Add:
Interest expense, net	7,526			139			11,310			119
Distribution in excess of earnings from equity method investments	6,622			11,053			8,295			15,362
Less:
Changes in other assets and liabilities	539			(1,403		)	2,672			1,916
Less:
Non-cash adjustments	136			84			212			140
Impairment and other, net*	1,000			—			1,000			—
Adjusted EBITDA	100,760			97,542			157,951			146,911
Less:
Adjusted EBITDA attributable to non-controlling interests	10,601			28,734			15,868			40,453
Adjusted EBITDA attributable to the Partnership	90,159			68,808			142,083			106,458
Add:
Net adjustments from volume deficiency agreements	251			823			(2,792		)	(1,853		)
Less:
Net interest paid/(received)	11,444			146			11,342			126
Maintenance capital expenditures	266			472			375			1,341
Cash reserves(1)	(3,882		)	—			—			—
Cash available for distribution attributable to the Partnership	$	82,582		$	69,013		$	127,574		$	103,138

* This includes ~~$3.1~~$3.6 million of costs related to the Griffith Station Incident (impairment charge of $2.3 million and ~~$0.8~~$1.3 million for response expense), net of ~~$(2.1)~~$(2.6) million in offsetting insurance receivable. The net charge of $1.0 million reflects our insurance deductible.

⁽¹⁾Acquisition financing expenses

Capital Resources and Liquidity

We maintain separate bank accounts from our Parent which continues to provide treasury services on our General Partner’s behalf under our omnibus agreement. We expect our ongoing sources of liquidity to include cash generated from operations (including distribution from our equity method investments), borrowings under our Credit Facility and issuances of debt and additional equity securities. The entities in which we own an interest may also incur debt. We believe that cash generated from these sources will be sufficient to meet our short-term working capital requirements and long-term capital expenditure requirements and to make quarterly cash distributions.

Cash Distributions

The board of directors of our General Partner has adopted a cash distribution policy pursuant to which we intend to pay a minimum quarterly distribution of $0.2625 per unit per quarter, which equates to approximately $27.5 million per quarter, or approximately $110.0 million per year in the aggregate, based on the number of common and subordinated units outstanding as of ~~June~~September 30, 2019. We intend to pay such distributions to the extent we have sufficient cash after the establishment of cash reserves and the payment of our expenses, including payments to our General Partner and its affiliates.

On ~~July~~October 17, 2019 we declared a cash distribution of ~~$0.3237~~$0.3355 per limited partner unit to unitholders of record on ~~July~~October 31, 2019, for the three months ended ~~June~~September 30, 2019. The distribution, combined with distributions to our General Partner, will be paid on ~~August~~November 14, 2019 and will total ~~$34.3~~$35.9 million, with ~~$15.5~~$16.0 million being distributed to our non-affiliated common unitholders and ~~$18.8~~$19.9 million, including ~~$0.4~~$0.7 million for IDRs, being distributed to our Parent in respect of its ownership of our common units, subordinated units and IDRs.

Revolving Credit Facility

On October 30, 2017, the Partnership entered into the $600 million unsecured Credit Facility with an affiliate of BP. The Credit Facility terminates on October 30, 2022 and provides for certain covenants, including the requirement to maintain a consolidated leverage ratio, which is calculated as total indebtedness to consolidated EBITDA (as defined in the Credit Facility), not to exceed 5.0 to 1.0, subject to a temporary increase in such ratio to 5.5 to 1.0 in connection with certain material acquisitions. In addition, the limited liability company agreement of our General Partner requires the approval of BP Holdco prior to the incurrence of any indebtedness that would cause our leverage ratio to exceed 4.5 to 1.0. As of ~~June~~September 30, 2019, the Partnership was in compliance with the covenants contained in the Credit Facility.

The Credit Facility also contains customary events of default, such as (i) nonpayment of principal when due, (ii) nonpayment of interest, fees or other amounts, (iii) breach of covenants, (iv) misrepresentation, (v) cross-payment default and cross-acceleration (in each case, to indebtedness in excess of $75.0 million) and (vi) insolvency. Additionally, the Credit Facility limits our ability to, among other things: (i) incur or guarantee additional debt, (ii) redeem or repurchase units or make distributions under certain circumstances; and (iii) incur certain liens or permit them to exist. Indebtedness under this facility bears interest at the 3-month London Interbank Offered Rate ("LIBOR") plus 0.85%. This facility includes customary fees, including a commitment fee of 0.10% and a utilization fee of 0.20%.

In connection with our acquisition in the fourth quarter of 2018, we borrowed $468 million from the Credit Facility and this amount was outstanding as of ~~June~~September 30, 2019.

On May 3, 2019, we entered into the Second Waiver Agreement whereby the lender waived certain terms on our outstanding $468 million borrowings. The amended loan repayment date of April 1, 2020 was waived and amended and modified to November 30, 2020. Accrued interest will be paid on the 25th day of April, July, October and January of each year. Any remaining interest will be paid on November 30, 2020. All other terms of the Credit Facility remain the same.

Cash Flows from Our Operations

Operating Activities. We generated ~~$87.2~~$142.2 million and ~~$87.8~~$133.5 million in cash flow from operating activities in the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, respectively. The ~~$0.6~~$8.7 million ~~decrease~~increase in cash flows from operations primarily resulted from an increase in ~~receivable balances from related parties, offset by a slight increase in~~ distribution from equity method ~~investments.~~investments and changes in working capital.

Investing Activities. Our cash flow generated by investing activities was ~~$6.4~~$7.9 million and ~~$10.6~~$14.0 million in the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, respectively. The ~~$4.2~~$6.1 million decrease in cash flow generated by investing activities was due to a reduction in the distribution in excess of earnings from our equity method investments during the ~~six~~nine months ended ~~June~~September 30, 2019.

Financing Activities. Our cash flow used in financing activities was ~~$75.1~~$114.7 million and ~~$90.6~~$130.8 million in the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, respectively. The ~~$15.5~~$16.1 million decrease in the usage of cash for financing activities was due primarily to the repayment of $15.0 million of short-term debt in the ~~six~~nine months ended ~~June~~September 30, ~~2018.~~2018, and a net decrease of $1.1 million related to distributions to non-controlling interests, unitholders and general partner.

Capital Expenditures

Our operations can be capital intensive, requiring investment to expand, upgrade or enhance existing operations and to meet environmental and operational regulations. Our capital requirements consist of maintenance capital expenditures and expansion capital expenditures, both as defined in our partnership agreement. We are required to distinguish between maintenance capital expenditures and expansion capital expenditures in accordance with our partnership agreement, even though historically we did not make a distinction between maintenance capital expenditures and expansion capital expenditures in the same way as is required under our partnership agreement.

A summary of our capital expenditures related to the Wholly Owned Assets, for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, is shown in the table below:

Six Months Ended June 30,
2019 2018
(in thousands of dollars)
Cash spent on maintenance capital expenditures $ 266
$ 472
Increase in accrued capital expenditures 41
179
Total capital expenditures incurred $ 307
$ 651



	Nine Months Ended September 30,
	2019		2018
	(in thousands of dollars)
Cash spent on maintenance capital expenditures	$	375	$	1,341
Increase in accrued capital expenditures	182		149
Total capital expenditures incurred	$	557	$	1,490

Our capital expenditures for the ~~six~~nine months ended ~~June~~September 30, 2019 were ~~$0.3~~$0.6 million, primarily associated with instrumentation upgrades ~~and equipment maintenance~~ on River Rouge. Our capital expenditures for the ~~six~~nine months ended ~~June~~September 30, 2018 were ~~$0.7~~$1.5 million, primarily associated with an upgrade on piping from boosters to mainline pumps for River Rouge.

All capital expenditures in the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 were maintenance expenditures. We did not incur any expansion capital expenditures during such periods.

Contractual Obligations

There were no material changes to our contractual obligations as disclosed in our 2018 Annual Report.

Off-Balance Sheet Arrangements

We have not entered into any transactions, agreements or other contractual arrangements that would result in off-balance sheet liabilities.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies as disclosed in our 2018 Annual Report.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information about market risks for the three and ~~six~~nine months ended ~~June~~September 30, 2019, does not differ materially from that discussed under Item 7A of our 2018 Annual Report.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended), were effective at a reasonable assurance level as of ~~June~~September 30, 2019.

Changes in Internal Control Over Financial Reporting

There were no changes in our system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarterly period ended ~~June~~September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

~~From time to time, we~~We are party to ongoing legal proceedings in the ordinary course of business. While the outcome of these proceedings cannot be predicted with certainty, we do not believe the results of these proceedings, individually or in the aggregate, will have a material adverse effect on our business, financial condition, results of operations or liquidity. In addition, pursuant to the terms of the various agreements under which we acquired assets from BP since the IPO, BP will indemnify us for certain liabilities relating to litigation and environmental matters attributable to the ownership or operation of the acquired assets prior to our acquisition of those assets.

Item 1A. RISK FACTORS

We are subject to various risks and uncertainties in the course of our business. Security holders and potential investors in our securities should carefully consider the risk factors set forth below and set forth under “Risk Factors” in our 2018 Annual Report.

The tax treatment of publicly traded partnerships or an investment in our common units could be subject to potential legislative, judicial or administrative changes or differing interpretations, possibly applied on a retroactive basis.

The present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in our common units, may be modified by administrative, legislative or judicial changes or differing interpretations at any time. From time to time, members of Congress have proposed and considered substantive changes to the existing U.S. federal income tax laws that would affect publicly traded partnerships including elimination of partnership tax treatment for certain publicly traded partnerships. Any modification to the U.S. federal income tax laws may be applied retroactively and could make it more difficult or impossible for us to meet the exception for certain publicly traded partnerships to be treated as partnerships for U.S. federal income tax purposes. For example, the “Clean Energy for America Act” was introduced in the Senate on May 2, 2019. If enacted, this proposal would, among other things, repeal the qualifying income exception within Section 7704(d)(1)(E) of the Code upon which we rely for our status as a partnership for U.S. federal income tax purposes.

In addition, the Treasury Department has issued, and in the future may issue, regulations interpreting those laws that affect publicly traded partnerships. There can be no assurance that there will not be further changes to U.S. federal income tax laws or the Treasury Department’s interpretation of such income tax laws in a manner that could impact our ability to qualify as a publicly traded partnership in the future. We are unable to predict whether any changes or other proposals will ultimately be enacted. Any future legislative changes could negatively impact the value of an investment in our common units. You are urged to consult with your own tax advisor with respect to the status of regulatory or administrative developments and proposals and their potential effect on your investment in our common units.

We conduct a portion of our operations through joint ventures, which subjects us to risks that could have a material adverse effect on the accuracy of our reported financial position, results of operations, or cash flows.

We have ownership in several joint ventures, and we may enter into other joint venture arrangements in the future. The nature of our joint ventures grant operatorship, which includes the accounting for operations of the joint venture, to our joint venture partner. These joint ventures have ~~controls~~control environments independent of our oversight and review. Contractually, we can only exercise limited review and perform limited queries into the accounting performed by the operators. We have no control over the actual day-to-day accounting performed by the operator. If our joint venture partners have control deficiencies in their accounting or financial reporting environments, it may result in reporting our percentage of the financial results for the joint venture that are inaccurate. This may result in material misstatement in our reported consolidated financial results. If the operators determine that material misstatements have occurred in previously issued financials, it may result in a material misstatement for us that can result in the need to restate and reissue previously issued consolidated financials as filed with the Securities Exchange Commission.

Our operations are subject to many risks and operational hazards. If a significant accident or event occurs that results in a business interruption or shutdown for which we are not adequately insured, our operations and financial results could be materially and adversely affected.

Our operations are subject to all of the risks and operational hazards inherent in transporting crude oil, natural gas, refined products and diluent, including:

damages to pipelines, facilities, offshore pipeline equipment and surrounding properties caused by third parties, severe weather, natural disasters, including hurricanes, and acts of terrorism;

mechanical or structural failures at our or BP Pipelines’ facilities or at third-party facilities on which our customers’ or our operations are dependent, including electrical shortages, power disruptions and power grid failures;

damages to, loss of availability of and delays in gaining access to interconnecting third-party pipelines, terminals and other means of delivering crude oil, natural gas, refined products and diluent;

disruption or failure of information technology systems and network infrastructure due to various causes, including unauthorized access or attack;

leaks of crude oil, natural gas, refined products or diluent as a result of the malfunction of equipment or facilities;

unexpected business interruptions;

curtailments of operations due to severe ~~seasonal weather;~~weather, natural disasters, including hurricanes, and acts of terrorism; and

riots, strikes, lockouts or other industrial disturbances

For example, on June 13, 2019, a building fire occurred at the Griffith Station on BP2. For additional information, please see

Note 12 - Commitments and Contingencies to our condensed and consolidated financial statements.

These risks could result in substantial losses due to personal injury and/or loss of life, severe damage to and destruction of property and equipment and pollution or other environmental damage, as well as business interruptions or shutdowns of our facilities. Any such event or unplanned shutdown could have a material adverse effect on our business, financial condition and results of operations.

Item 5. OTHER INFORMATION

Disclosures Required Pursuant to Section 13(r) of the Securities Exchange Act of 1934

In accordance with our General Business Principles and Code of Conduct, we seek to comply with all applicable international trade laws including applicable sanctions and embargoes.

Under the Iran Threat Reduction and Syria Human Rights Act of 2012, and Section 13(r) of the Exchange Act, we are required to include certain disclosures in our periodic reports if we or any of our “affiliates” (as defined in Rule 12b-2 under the Exchange Act) knowingly engaged in certain specified activities, transactions or dealings relating to Iran or with certain individuals or entities targeted by United States' economic sanctions during the period covered by the report. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable law. Because the SEC defines the term “affiliate” broadly, it includes any entity controlled by us as well as any person or entity that controls us or is under common control with us.

We have no activity to report for the quarterly period ended ~~June~~September 30, 2019.

Item 6. EXHIBITS

BP MIDSTREAM PARTNERS LP

INDEX TO EXHIBITS

Exhibit
No.
Exhibit Description Incorporated by Reference
Filed
Herewith

Furnished
Herewith
Form Exhibit Filing Date
SEC
File No.

3.1
Certificate of Limited Partnership of BP Midstream Partners LP.
S-1 3.1 9/11/2017 333-220407
3.2
Amended and Restated Agreement of Limited Partnership of BP Midstream Partners LP dated October 30, 2017.
10-Q 3.2 12/6/2017 001-38260
3.3
Certificate of Formation of BP Midstream Partners GP LLC.
S-1 3.3 9/11/2017 333-220407
3.4
First Amended and Restated Limited Liability Company Agreement of BP Midstream Partners GP LLC.
S-1 3.4 9/11/2017 333-220407
10.1
Second Credit Facility Waiver Agreement, dated as of May 3, 2019, between BP Midstream Partners LP and North America Funding Company.
10-Q 10.3 5/9/2019 001-38260
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32*
Certifications pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101 The following financial information from BP Midstream Partners LP’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Changes in Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) the Notes to Condensed Consolidated Financial Statements. X
104 The cover page from BP Midstream Partners LP’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, formatted in iXBRL. X

Exhibit
No.

Exhibit Description

Incorporated by Reference

Filed
Herewith

Furnished
Herewith

Form

Exhibit

Filing Date

SEC
File No.

3.1

Certificate of Limited Partnership of BP Midstream Partners LP.

S-1

3.1

9/11/2017

333-220407

3.2

Amended and Restated Agreement of Limited Partnership of BP Midstream Partners LP dated October 30, 2017.

10-Q

3.2

12/6/2017

001-38260

3.3

Certificate of Formation of BP Midstream Partners GP LLC.

S-1

3.3

9/11/2017

333-220407

3.4

First Amended and Restated Limited Liability Company Agreement of BP Midstream Partners GP LLC.

S-1

3.4

9/11/2017

333-220407

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32*

Certifications pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

The following financial information from BP Midstream Partners LP’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Changes in Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) the Notes to Condensed Consolidated Financial Statements.

104

The cover page from BP Midstream Partners LP’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, formatted in iXBRL.

Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of Section 18 of the Exchange Act, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act, except to the extent that the registrant specifically incorporates it by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




Date: ~~August 8,~~November 12, 2019	BP MIDSTREAM PARTNERS LP
	By:	BP MIDSTREAM PARTNERS GP LLC,
		its general partner

	By:	/s/ Craig W. Coburn
		Craig W. Coburn
		Chief Financial Officer and Director

3738



Item	Page

PART I - Financial Information	3

1. Financial Statements (Unaudited)	3
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Operations	4
Condensed Consolidated Statements of Changes in Equity	5
Condensed Consolidated Statements of Cash Flows	67
Notes to Condensed Consolidated Financial Statements (Unaudited)	78
2. Management's Discussion and Analysis of Financial Condition and Results of Operations	2324
3. Quantitative and Qualitative Disclosures about Market Risk	3435
4. Controls and Procedures	3435

PART II - Other Information

1. Legal Proceedings	3536
1A. Risk Factors	3536
5. Other Information	3637
6. Exhibits	3738

Signature	3738