Acquisitions | Acquisitions Joint-Interest Acquisition On September 1, 2017 , the Partnership entered into a Membership Interests and Shares Contributions Agreement (the “September 2017 Contributions Agreement”) with MPLX GP LLC (“MPLX GP”), MPLX Logistics Holdings LLC (“MPLX Logistics”), MPLX Holdings Inc. (“MPLX Holdings”) and MPC Investment LLC (“MPC Investment”), each a wholly-owned subsidiary of MPC, whereby the Partnership agreed to acquire certain ownership interests in joint venture entities indirectly held by MPC. Pursuant to the September 2017 Contributions Agreement, MPC Investment agreed to contribute: all of the membership interests of Lincoln Pipeline LLC, which holds a 35 percent interest in Illinois Extension Pipeline Company, L.L.C. (“Illinois Extension”); all of the membership interests of MPL Louisiana Holdings LLC, which holds a 40.7 percent interest in LOOP LLC (“LOOP”); a 58.52 percent interest in LOCAP LLC (“LOCAP”); and a 24.51 percent interest in Explorer Pipeline Company (“Explorer”), through a series of intercompany contributions to the Partnership for an agreed upon purchase price of approximately $420 million in cash and equity consideration valued at approximately $630 million for total consideration of $1.05 billion (collectively, the “Joint-Interest Acquisition”). The number of common units representing the equity consideration was then determined by dividing the contribution amount by the simple average of the ten day trading volume weighted average NYSE price of a common unit for the ten trading days ending at market close on August 31, 2017. The fair value of the common and general partner units issued was approximately $653 million based on the closing common unit price as of September 1, 2017, as recorded on the Consolidated Statements of Equity, for a total purchase price of $1.07 billion . The equity issued consisted of: (i) 13,719,017 common units to MPLX GP, (ii) 3,350,893 common units to MPLX Logistics and (iii) 1,441,224 common units to MPLX Holdings. The Partnership also issued 377,778 general partner units to MPLX GP in order to maintain its two percent general partner interest (“GP Interest”) in the Partnership. Illinois Extension operates the 168 -mile, 24 -inch diameter Southern Access Extension (“SAX”) crude oil pipeline from Flanagan, Illinois to Patoka, Illinois, as well as additional tankage and two pump stations. LOOP owns and operates midstream crude oil infrastructure, including a deep water oil port offshore of Louisiana, pipelines and onshore storage facilities. LOOP also manages the operations of LOCAP, an affiliate pipeline system. LOCAP owns and operates a crude oil pipeline and tank facility in St. James, Louisiana, that distributes oil received from LOOP’s storage facilities and other connecting pipelines to nearby refineries and into the mid-continent region of the United States. Explorer owns and operates an approximate 1,830 -mile common carrier pipeline that primarily transports gasoline, diesel, diluent and jet fuel from the Gulf Coast refining complex to the Midwest United States. The Partnership accounts for the Joint-Interest Acquisition entities as equity method investments within its L&S segment. As a transfer between entities under common control, the Partnership recorded the Joint-Interest Acquisition on its Consolidated Balance Sheets at MPC’s historical basis, which included accumulated other comprehensive loss. The Partnership recognizes an accumulated other comprehensive loss on its Consolidated Balance Sheets relating to pension and other post-retirement benefits provided by the LOOP and Explorer joint-interests to their employees. MPLX LP is not a sponsor of these benefit plans. There were no changes to Accumulated other comprehensive loss during the period September 1, 2017 through September 30, 2017. Distributions of cash received from the entities and interests acquired in the Joint-Interest Acquisition related to periods prior to the acquisition will be prorated on a daily basis with MPLX LP retaining the portion of distributions beginning on the closing date. All amounts distributed to MPLX LP related to periods before the acquisition will be paid to MPC. Additionally, MPLX LP has agreed to pay MPC for any distributions of cash from LOOP related to the sale of LOOP’s excess crude oil inventory. Because the future distributions or payments cannot be reasonably quantified, a liability was not recorded in connection with the acquisition. MPLX LP subsequently received distributions related to the third quarter 2017 and recorded a liability to MPC and a corresponding decrease to the general partner’s equity for $13 million , as shown on the Consolidated Statements of Equity. There is no income associated with the Joint-Interest Acquisition included in the Consolidated Statements of Income since the September 1, 2017 acquisition date, as the Partnership accounts for these investments in arrears using the most recently available information. The Partnership’s investment balance at September 30, 2017 related to the acquired interests is approximately $645 million and reported under the caption Equity method investments on the Consolidated Balance Sheets. MPC agreed to waive approximately two-thirds of the third quarter 2017 distributions on the common units issued in connection with the Joint-Interest Acquisition. As a result of this waiver, MPC did not receive approximately two-thirds of the distributions or IDRs that would have otherwise accrued on such common units with respect to the third quarter 2017 distributions. The value of these waived distributions was $10 million . Acquisition of Hardin Street Transportation LLC, Woodhaven Cavern LLC and MPLX Terminals LLC MPC contributed the assets of HST, WHC and MPLXT to newly created and wholly-owned subsidiaries and entered into commercial agreements related to services provided by these new entities to MPC on January 1, 2015 for HST and WHC and April 1, 2016 for MPLXT. Pursuant to a Membership Interests Contributions Agreement entered into on March 1, 2017 by the Partnership with MPLX GP, MPLX Logistics, MPLX Holdings and MPC Investment, each a wholly-owned subsidiary of MPC, MPC Investment agreed to contribute the outstanding membership interests in HST, WHC and MPLXT through a series of intercompany contributions to the Partnership for approximately $1.5 billion in cash and equity consideration valued at approximately $504 million (the “Transaction”). The number of common units representing the equity consideration was determined by dividing the contribution amount by the simple average of the ten day trailing volume weighted average NYSE price of a common unit for the ten trading days ending at market close on February 28, 2017. The fair value of the common and general partner units issued was approximately $503 million , as recorded on the Consolidated Statements of Equity, and consisted of (i) 9,197,900 common units to MPLX GP, (ii) 2,630,427 common units to MPLX Logistics and (iii) 1,132,049 common units to MPLX Holdings. The Partnership also issued 264,497 general partner units to MPLX GP in order to maintain its two percent GP Interest in the Partnership. MPC agreed to waive two-thirds of the first quarter 2017 distributions on the common units issued in connection with the Transaction. As a result of this waiver, MPC did not receive two-thirds of the general partner distributions or IDRs that would have otherwise accrued on such common units with respect to the first quarter 2017 distributions. The value of these waived distributions was $6 million . HST owns and operates various private crude oil and refined product pipeline systems and associated storage tanks. As of the acquisition date, these pipeline systems consisted of 174 miles of crude oil pipelines and 430 miles of refined products pipelines. WHC owns and operates nine butane and propane storage caverns located in Michigan with approximately 1.8 million barrels of NGL storage capacity. As of the acquisition date, MPLXT owned and operated 59 terminals for the receipt, storage, blending, additization, handling and redelivery of refined petroleum products. Additionally, MPLXT operated one leased terminal and had partial ownership interest in two terminals. Collectively, these 62 terminals have a combined shell capacity of approximately 23.6 million barrels. The terminal facilities are located primarily in the Midwest, Gulf Coast and Southeast regions of the United States. The Partnership accounts for these businesses within its L&S segment. The Partnership retrospectively adjusted the historical financial results for all periods to give effect to the acquisition of HST and WHC effective January 1, 2015, and the acquisition of MPLXT effective April 1, 2016, as required for transactions between entities under common control. Prior to these dates, these entities were not considered businesses and, therefore, there are no financial results from which to recast. The following tables present the Partnership’s previously reported unaudited Consolidated Statements of Income for the three and nine months ended September 30, 2016 , retrospectively adjusted for the acquisition of HST, WHC and MPLXT: Three Months Ended September 30, 2016 (In millions, except per unit data) MPLX LP (Previously Reported) HST/WHC MPLXT Eliminations (1) MPLX LP (Currently Reported) Revenues and other income: Service revenue $ 250 $ — $ — $ — $ 250 Service revenue - related parties 153 28 72 — 253 Rental income 77 — — — 77 Rental income - related parties 29 13 26 — 68 Product sales 157 — — — 157 Product sales - related parties 2 — — — 2 Income from equity method investments 6 — — — 6 Gain on sale of assets 1 — — — 1 Other income 2 — — — 2 Other income - related parties 26 — — (4 ) 22 Total revenues and other income 703 41 98 (4 ) 838 Costs and expenses: Cost of revenues (excludes items below) 90 10 22 — 122 Purchased product costs 117 — — — 117 Rental cost of sales 11 2 — — 13 Rental cost of sales - related parties — 1 — (1 ) — Purchases - related parties 84 4 24 (3 ) 109 Depreciation and amortization 138 4 9 — 151 General and administrative expenses 46 2 8 — 56 Other taxes 10 — 2 — 12 Total costs and expenses 496 23 65 (4 ) 580 Income from operations 207 18 33 — 258 Interest expense (net of amounts capitalized) 51 — — — 51 Other financial costs 13 — — — 13 Income before income taxes 143 18 33 — 194 Net income 143 18 33 — 194 Less: Net income attributable to noncontrolling interests 2 — — — 2 Less: Net income attributable to Predecessor — 18 33 — 51 Net income attributable to MPLX LP 141 — — — 141 Less: Preferred unit distributions 16 — — — 16 Less: General partner’s interest in net income attributable to MPLX LP 51 — — — 51 Limited partners’ interest in net income attributable to MPLX LP $ 74 $ — $ — $ — $ 74 (1) Represents intercompany transactions eliminated during the consolidation process, in accordance with GAAP. Nine Months Ended September 30, 2016 (In millions, except per unit data) MPLX LP (Previously Reported) HST/WHC MPLXT Eliminations (1) MPLX LP (Currently Reported) Revenues and other income: Service revenue $ 712 $ — $ — $ — $ 712 Service revenue - related parties 448 82 146 — 676 Rental income 218 — — — 218 Rental income - related parties 84 36 52 — 172 Product sales 394 — — — 394 Product sales - related parties 8 — — — 8 Loss from equity method investments (72 ) — — — (72 ) Gain on sale of assets 1 — — — 1 Other income 5 — — — 5 Other income - related parties 78 — — (11 ) 67 Total revenues and other income 1,876 118 198 (11 ) 2,181 Costs and expenses: Cost of revenues (excludes items below) 263 24 42 — 329 Purchased product costs 310 — — — 310 Rental cost of sales 39 3 — — 42 Rental cost of sales - related parties — 2 — (1 ) 1 Purchases - related parties 238 13 45 (10 ) 286 Depreciation and amortization 407 12 19 — 438 Impairment expense 130 — — — 130 General and administrative expenses 147 5 20 — 172 Other taxes 32 2 3 — 37 Total costs and expenses 1,566 61 129 (11 ) 1,745 Income from operations 310 57 69 — 436 Related party interest and other financial income 1 — — — 1 Interest expense (net of amounts capitalized) 158 — — — 158 Other financial costs 37 — — — 37 Income before income taxes 114 57 69 — 240 Benefit for income taxes (12 ) — — — (12 ) Net income 126 57 69 — 252 Less: Net income attributable to noncontrolling interests 3 — — — 3 Less: Net income attributable to Predecessor 23 57 69 — 149 Net income attributable to MPLX LP 100 — — — 100 Less: Preferred unit distributions 25 — — — 25 Less: General partner’s interest in net income attributable to MPLX LP 136 — — — 136 Limited partners’ interest in net loss attributable to MPLX LP $ (61 ) $ — $ — $ — $ (61 ) (1) Represents intercompany transactions eliminated during the consolidation process, in accordance with GAAP. The following table presents the Partnership’s previously reported unaudited Consolidated Statements of Cash Flows, retrospectively adjusted for the acquisition of HST, WHC and MPLXT: Nine Months Ended September 30, 2016 (In millions) MPLX LP (Previously Reported) HST/WHC MPLXT MPLX LP (Currently Reported) Increase (decrease) in cash and cash equivalents Operating activities: Net income $ 126 $ 57 $ 69 $ 252 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Amortization of deferred financing costs 34 — — 34 Depreciation and amortization 407 12 19 438 Impairment expense 130 — — 130 Deferred income taxes (16 ) — — (16 ) Asset retirement expenditures (3 ) (1 ) — (4 ) Gain on disposal of assets (1 ) — — (1 ) Loss from equity method investments 72 — — 72 Distributions from unconsolidated affiliates 111 — — 111 Changes in: Current receivables (44 ) 1 — (43 ) Inventories (4 ) — — (4 ) Fair value of derivatives 28 — — 28 Current accounts payable and accrued liabilities 59 (1 ) 6 64 Receivables from / liabilities to related parties 15 3 (122 ) (104 ) All other, net 18 2 (2 ) 18 Net cash provided by (used in) operating activities 932 73 (30 ) 975 Investing activities: Additions to property, plant and equipment (874 ) (36 ) (33 ) (943 ) Investments - net related party loans 77 (37 ) 63 103 Investments in unconsolidated affiliates (56 ) — — (56 ) All other, net 4 — — 4 Net cash (used in) provided by investing activities (849 ) (73 ) 30 (892 ) Financing activities: Long-term debt - borrowings 434 — — 434 - repayments (1,312 ) — — (1,312 ) Related party debt - borrowings 2,215 — — 2,215 - repayments (2,223 ) — — (2,223 ) Net proceeds from equity offerings 510 — — 510 Issuance of redeemable preferred units 984 — — 984 Distributions to preferred unitholders (9 ) — — (9 ) Distributions to unitholders and general partner (612 ) — — (612 ) Distributions to noncontrolling interests (3 ) — — (3 ) Contributions from noncontrolling interests 4 — — 4 Consideration payment to Class B unitholders (25 ) — — (25 ) All other, net (2 ) — — (2 ) Contribution from MPC 225 — — 225 Distributions to MPC from Predecessor (104 ) — — (104 ) Net cash provided by financing activities 82 — — 82 Net increase in cash and cash equivalents 165 — — 165 Cash and cash equivalents at beginning of period 43 — — 43 Cash and cash equivalents at end of period $ 208 $ — $ — $ 208 Acquisition of Ozark Pipeline On March 1, 2017, the Partnership acquired the Ozark pipeline from Enbridge Pipelines (Ozark) LLC for approximately $219 million , including purchase price adjustments made in the second quarter of 2017. Based on the final fair value estimates of assets acquired and liabilities assumed at the acquisition date, the purchase price was primarily allocated to property, plant and equipment. The Ozark pipeline is a 433 -mile, 22 -inch crude oil pipeline originating in Cushing, Oklahoma, and terminating in Wood River, Illinois, capable of transporting approximately 230 mbpd. The Partnership accounts for the Ozark pipeline within its L&S segment. The amounts of revenue and income from operations associated with the acquisition included in the Consolidated Statements of Income, since the March 1, 2017 acquisition date, are as follows: (In millions) Three Months Ended September 30, 2017 Seven Months Ended September 30, 2017 Revenues and other income $ 19 $ 45 Income from operations 6 17 Assuming the acquisition of the Ozark pipeline had occurred on January 1, 2016, the consolidated pro forma results would not have been materially different from reported results. MarEn Bakken On February 15, 2017, the Partnership closed on a joint venture, MarEn Bakken Company, LLC (“MarEn Bakken”), with Enbridge Energy Partners L.P. in which MPLX LP acquired a partial, indirect interest in the Dakota Access Pipeline and Energy Transfer Crude Oil Company Pipeline projects, collectively referred to as the Bakken Pipeline system, from Energy Transfer Partners, L.P. and Sunoco Logistics Partners, L.P. The Partnership contributed $500 million of the $2.0 billion purchase price paid by MarEn Bakken to acquire a 36.75 percent indirect interest in the Bakken Pipeline system. The Partnership holds, through a subsidiary, a 25 percent interest in MarEn Bakken, which equates to a 9.1875 percent indirect interest in the Bakken Pipeline system. The Partnership accounts for its investment in MarEn Bakken as an equity method investment and bases the equity method accounting for this joint venture in arrears using the most recently available information. The Partnership’s investment balance at September 30, 2017 is approximately $520 million and reported under the caption Equity method investments on the Consolidated Balance Sheets. In connection with the Partnership’s acquisition of a partial, indirect equity interest in the Bakken Pipeline system, MPC agreed to waive its right to receive incentive distributions of $1.6 million per quarter for twelve consecutive quarters, beginning with distributions declared in the first quarter of 2017 and paid to MPC in the second quarter of 2017, which was prorated to $0.8 million from the acquisition date. Acquisition of Hardin Street Marine LLC On March 14, 2016, the Partnership entered into a Membership Interests Contribution Agreement (the “Contribution Agreement”) with MPLX GP, MPLX Logistics and MPC Investment, each a wholly-owned subsidiary of MPC, related to the acquisition of HSM, MPC’s inland marine business, from MPC. Pursuant to the Contribution Agreement, the transaction was valued at $600 million consisting of a fixed number of common units and general partner units of 22,534,002 and 459,878 , respectively. The general partner units maintain MPC’s two percent GP Interest in the Partnership. The acquisition closed on March 31, 2016 and the fair value of the common units and general partner units issued was $669 million and $14 million , respectively, as recorded on the Consolidated Statements of Equity. MPC agreed to waive distributions in the first quarter of 2016 on common units issued in connection with this transaction. As a result of this waiver, MPC did not receive general partner distributions or IDRs that would have otherwise accrued on such common units with respect to the first quarter 2016 distributions. The value of these waived distributions was $15 million . The inland marine business, comprised of 18 tow boats and 219 owned and leased barges as of the acquisition date, which transport light products, heavy oils, crude oil, renewable fuels, chemicals and feedstocks in the Midwest and Gulf Coast regions of the United States, accounted for nearly 60 percent of the total volumes MPC shipped by inland marine vessels as of March 31, 2016. The Partnership accounts for HSM within its L&S segment. |