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EXCEL - IDEA: XBRL DOCUMENT - MPLX LPFinancial_Report.xls
10-Q - 10-Q - MPLX LPd431387d10q.htm
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v2.4.0.6
Initial Public Offering, Description of the Business and Basis of Presentation
9 Months Ended
Sep. 30, 2012
Initial Public Offering, Description of the Business and Basis of Presentation

1. Initial Public Offering, Description of the Business and Basis of Presentation

Initial Public Offering—On October 31, 2012, MPLX LP (the “Partnership”) completed its initial public offering (the “Offering”) of 19,895,000 common units (including 2,595,000 common units issued pursuant to the exercise of the underwriters’ over-allotment option), representing limited partner interests. Unless the context otherwise requires, references in this report to the “Predecessor,” “we,” “our,” “us,” or like terms, when used in a historical context (periods prior to October 31, 2012), refer to MPLX LP Predecessor, our predecessor for accounting purposes. References in this report to “MPLX LP,” “the Partnership,” “we,” “our,” “us,” or like terms used in the present tense or prospectively (starting October 31, 2012), refer to MPLX LP and its subsidiaries, including MPLX Pipe Line Holdings LP (“Pipe Line Holdings”), a wholly owned subsidiary of MPLX LP. References to “MPC” refer collectively to Marathon Petroleum Corporation and its subsidiaries, other than the Partnership. Prior to June 30, 2011, MPC was a wholly owned subsidiary of Marathon Oil Corporation. Marathon Oil Corporation and all its subsidiaries and equity method investments not spun off with MPC are referred to as “Marathon Oil.” See Note 2 for information regarding the closing of the Offering.

Description of the Business—MPLX LP Predecessor includes the assets, liabilities and results of operations of certain crude oil and product pipeline systems and associated storage assets of MPC operated and held by Marathon Pipe Line LLC (“MPL”) and Ohio River Pipe Line LLC (“ORPL”) prior to their contribution to the Partnership in connection with the Offering. The Partnership was formed on March 27, 2012, as a Delaware limited partnership and completed its initial public offering of limited partner interests pursuant to its Registration Statement on Form S-1 on October 31, 2012.

The Predecessor’s operations consist of a network of common carrier crude oil and product pipeline systems and associated storage assets located in the Midwest and Gulf Coast regions of the United States operated and held by MPL and ORPL. The Predecessor’s operations consist of one reportable segment.

Basis of Presentation—The unaudited combined financial statements and accompanying footnotes relate to periods that ended prior to the completion of the Offering and prior to the effective dates of the agreements discussed herein, and therefore, pertain to the Predecessor. While management believes that the financial statements contained herein are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), and in compliance with the rules and regulations of the Securities and Exchange Commission (“SEC”), we do not believe that these financial statements are necessarily indicative of the financial results which will be reported by the Partnership for periods subsequent to the Offering and other transactions that resulted in the capitalization and start-up of MPLX LP. See Management’s Discussion and Analysis – Factors Affecting the Comparability of Our Financial Results for a description of the significant factors affecting the comparability of the Predecessor’s historical results of operations and those of MPLX LP subsequent to the Offering.

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

These interim combined financial statements should be read in conjunction with the audited combined financial statements and notes thereto for the year ended December 31, 2011 included in our prospectus related to the Offering dated October 25, 2012, as filed with the SEC on October 29, 2012. The results of operations for the nine months ended September 30, 2012 are not necessarily indicative of the results to be expected for the full year.

The interim combined statements of income also include expense allocations for certain corporate functions historically performed by MPC and prior to June 30, 2011 by Marathon Oil, including allocations of general corporate expenses related to information technology, engineering, legal, human resources and other financial and administrative services. Those allocations were based primarily on specific identification, capital employed, wages or headcount. Our management believes the assumptions underlying the interim combined financial statements, including the assumptions regarding allocating general corporate expenses from MPC and prior to June 30, 2011 from Marathon Oil, are reasonable. However, these interim combined financial statements do not include all of the actual expenses that would have been incurred had we been a stand-alone company during the periods presented and may not reflect our combined results of operations, financial position and cash flows had we been a stand-alone company during the periods presented.