REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Partners of MPLX LP and the Board of Directors of MPLX GP LLC In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of equity and of cash flows present fairly, in all material respects, the financial position of MPLX LP and its subsidiaries at December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. On March 1, 2017, the Company acquired Xxxxxx Street Transportation LLC, Woodhaven Cavern LLC and MPLX Terminals LLC in a transaction between entities under common control. The consolidated financial statements referred to above have been retrospectively adjusted to include these entities as if the transaction had been consummated as of April 1, 2016 for MPLX Terminals LLC and as of January 1, 2015 for Xxxxxx Street Transportation LLC and Woodhaven Cavern LLC. The controls of these entities were not a part of the Company’s internal control over financial reporting as of December 31, 2016. Accordingly, the controls operated at these entities were not included in either management’s assessment of internal control over financial reporting or our audit of the Company’s internal control over financial reporting. These entities are wholly-owned subsidiaries whose total assets and total revenues and other income represent 5% and 15%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2016. /s/PricewaterhouseCoopers LLP Toledo, Ohio February 24, 2017, except with respect to our opinion on the consolidated financial statements insofar as it relates to the effects of the transaction discussed in Note 4 to the consolidated financial statements and the matter described in the second paragraph of Management’s Report on Internal Control over Financial Reporting, as to which the date is May 1, 2017
Appears in 1 contract
Samples: Membership Interests Contributions Agreement (MPLX Lp)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Partners of MPLX LP and the Board of Directors of MPLX GP LLC the General Partner and Unitholders of Plains All American Pipeline, L.P.: In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of cash flows, of changes in partners’ capital, of comprehensive income, of equity and of cash flows changes in accumulated other comprehensive income, present fairly, in all material respects, the financial position of MPLX LP Plains All American Pipeline, L.P. and its subsidiaries at December 31, 2016 2010 and 20152009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 2010 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 20162010, based on criteria established in Internal Control - Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission (COSO). The Company's Partnership’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's ’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company's Partnership’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. On March Houston, Texas PricewaterhouseCoopers LLP February 25, 2011 CURRENT ASSETSCash and cash equivalents $ 36 $ 25 Restricted cash 20 — Trade accounts receivable and other receivables, net 2,746 2,253 InventoryOther current assets 1,491 88 1,157 223 Total current assets 4,381 3,658 PROPERTY AND EQUIPMENT 7,814 7,240 Accumulated depreciation (1,123) (900) 6,691 6,340 Goodwill 1,376 1,287 Linefill and base gas 519 501 Long-term inventory 154 121 Investments in unconsolidated entities 200 82 Other, net 382 369 Total assets $ 13,703 $ 12,358 Accounts payable and accrued liabilities $ 2,738 $ 2,295 Short-term debt 1,326 1,074 Other current liabilities 151 413 Total current liabilities 4,215 3,782 Senior notes, net of unamortized discount of $12 and $14, respectively 4,363 4,136 Long-term debt under credit facilities and other 268 6 Other long-term liabilities and deferred credits 284 275 Total long-term liabilities 4,915 4,417 Common unitholders (141,199,175 and 136,135,988 units outstanding, respectively) 4,234 4,002 General partner 108 94 Total partners’ capital excluding noncontrolling interests 4,342 4,096 Noncontrolling interests 231 63 Total partners’ capital 4,573 4,159 Total liabilities and partners’ capital $ 13,703 $ 12,358 Supply & Logistics segment revenues $ 24,989 $ 17,757 $ 29,348 Transportation segment revenues 565 536 556 Facilities segment revenues 339 227 157 Total revenues 25,893 18,520 30,061 Purchases and related costs 23,921 16,656 28,479 Field operating costs 689 638 617 General and administrative expenses 260 211 160 Depreciation and amortization 256 236 211 Total costs and expenses 25,126 17,741 29,467 OPERATING INCOME 767 779 594 Equity earnings in unconsolidated entities 3 15 14 Interest expense (net of capitalized interest of $16, $15 and $17, respectively) (248) (224) (196) Other income/(expense), net (9) 16 33 INCOME BEFORE TAX 513 586 445 Current income tax (expense)/benefit 1 (15) (9) Deferred income tax benefit — 9 1 NET INCOME 514 580 437 Less: Net income attributable to noncontrolling interests (9) (1) — NET INCOME ATTRIBUTABLE TO PLAINS $ 505 $ 579 $ 437 LIMITED PARTNERS $ 338 $ 443 $ 325 GENERAL PARTNER $ 167 $ 136 $ 112 BASIC NET INCOME PER LIMITED PARTNER UNIT $ 2.41 $ 3.34 $ 2.66 DILUTED NET INCOME PER LIMITED PARTNER UNIT $ 2.40 $ 3.32 $ 2.64 BASIC WEIGHTED AVERAGE UNITS OUTSTANDING 137 130 120 DILUTED WEIGHTED AVERAGE UNITS OUTSTANDING 138 131 121 Net income $ 514 $ 580 $ 437 Reconciliation of net income to net cash provided by operating activities: Depreciation and amortization 256 236 211 Equity compensation expense 98 68 24 Inventory valulation adjustments 3 — 168 Gain on sale of linefill (21) (4) (3) Gain on sale of investment assets — — (12) Deferred income tax benefit — (9) (1) (Gain)/loss on foreign currency revaluation (2) (13) 22 Equity earnings in unconsolidated entities, 2017net of distributions 6 (8) (4) Net cash received/(paid) for terminated interest rate and foreign currency hedging instruments — (9) 15 Net gain on purchase of remaining 50% interest in PAA/Vulcan — (9) — Other 10 (6) 2 Changes in assets and liabilities, the Company net of acquisitions: Trade accounts receivable and other (59) (744) 668 Inventory (336) (319) (120) Accounts payable and other current liabilities (210) 602 (550) Net cash provided by operating activities 259 365 857 Cash paid in connection with acquisitions, net of cash acquired Xxxxxx Street Transportation LLC(Note 3) (407) (219) (709) Restricted cash in escrow for acquisitions (20) — — Additions to property, Woodhaven Cavern LLC equipment and MPLX Terminals LLC other (451) (460) (589) Investment in unconsolidated entities — (4) (37) Net cash received/(paid) for sales and purchases of linefill and base gas 25 (9) (55) Cash received for sale of noncontrolling interest in a transaction between entities under subsidiary 268 26 — Proceeds from sales of assets and other investing activities 2 6 51 Net cash used in investing activities (583) (660) (1,339) Net borrowings/(repayments) on PAA’s revolving credit facility 49 (19) 286 Net borrowings on PNG’s revolving credit facility 260 — — Net borrowings/(repayments) on PAA’s hedged inventory facility 200 20 (196) Repayment of PNGS debt — (446) — Proceeds from the issuance of senior notes 400 1,346 597 Repayments of senior notes (175) (430) — Net proceeds from the issuance of common control. The consolidated financial statements referred units (Note 5) 296 458 315 Distributions paid to above have been retrospectively adjusted common unitholders (Note 5) (512) (468) (418) Distributions paid to include these entities as if the transaction had been consummated as general partner (Note 5) (170) (137) (114) Distributions to noncontrolling interests (Note 5) (10) (2) — Other financing activities (2) (10) (6) Net cash provided by financing activities 336 312 464 Effect of April translation adjustment on cash (1) (3) 5 Net increase/(decrease) in cash and cash equivalents 11 14 (13) Cash and cash equivalents, 2016 beginning of period 25 11 24 Cash and cash equivalents, end of period $ 36 $ 25 $ 11 Xxxx paid for MPLX Terminals LLC and as interest, net of January 1amounts capitalized $ 253 $ 214 $ 206 Cash paid for income taxes, 2015 for Xxxxxx Street Transportation LLC and Woodhaven Cavern LLC. The controls net of these entities were not a part of the Company’s internal control over financial reporting as of amounts refunded $ 21 $ (5) $ 15 Balance at December 31, 2016. Accordingly, the controls operated 2007 116 $ 3,343 $ 81 $ 3,424 $ — $ 3,424 Net income — 325 112 437 — 437 Distributions — (418) (114) (532) — (532) Issuance of common units 7 309 6 315 — 315 Other comprehensive loss — (103) (2) (105) — (105) Balance at these entities were not included in either management’s assessment of internal control over financial reporting or our audit of the Company’s internal control over financial reporting. These entities are wholly-owned subsidiaries whose total assets and total revenues and other income represent 5% and 15%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 20162008 123 $ 3,469 $ 83 $ 3,552 $ — $ 3,552 Sale of noncontrolling interest in a subsidiary — (37) (1) (38) 64 26 Net income — 443 136 579 1 580 Distributions — (468) (137) (605) (2) (607) Issuance of common units 11 447 9 456 — 456 Issuance of common units in connection with the PNGS Acquisition 2 91 2 93 — 93 Other — (3) (3) (6) — (6) Balance at December 31, 2009 136 $ 4,002 $ 94 $ 4,096 $ 63 $ 4,159 Sale of noncontrolling interest in a subsidiary — 99 2 101 167 268 Net income — 338 167 505 9 514 Distributions — (512) (170) (682) (10) (692) Issuance of common units 5 290 6 296 — 296 Class B Units of Plains AAP, L.P. Other comprehensive loss — (5) — (5) — (5) Balance at December 31, 2010 141 $ 4,234 $ 108 $ 4,342 $ 231 $ 4,573 Net income $ 514 $ 580 $ 437 Other comprehensive income/(loss) (5) 48 (105) Comprehensive income 509 628 332 Less: Comprehensive income attributable to noncontrolling interests (9) (1) — Comprehensive income attributable to Plains $ 500 $ 627 $ 332 Balance at December 31, 2007 $ 4 $ 176 $ — $ 180 Reclassification adjustments 46 — — 46 Net deferred gain on cash flow xxxxxx 111 — — 111 Currency translation adjustment — (262) — (262) 2008 Activity 157 (262) — (105) Balance at December 31, 2008 $ 161 $ (86) $ — $ 75 Reclassification adjustments 8 — — 8 Net deferred loss on cash flow xxxxxx (151) — — (151) Currency translation adjustment — 192 — 192 Proportionate share of our unconsolidated entities’ other comprehensive loss — — (1) (1) 2009 Activity (143) 192 (1) 48 Balance at December 31, 2009 $ 18 $ 106 $ (1) $ 123 Reclassification adjustments (24) — — (24) Deferred loss on cash flow xxxxxx, net of tax benefit (73) — — (73) Currency translation adjustment — 92 — 92 2010 Activity (97) 92 — (5) Balance at December 31, 2010 $ (79) $ 198 $ (1) $ 118 Plains All American Pipeline, L.P. is a Delaware limited partnership formed in 1998. /s/PricewaterhouseCoopers LLP ToledoOur operations are conducted directly and indirectly through our primary operating subsidiaries. As used in this Form 10-K, Ohio February 24the terms “Partnership,” “Plains,” “PAA,” “we,” “us,” “our,” “ours” and similar terms refer to Plains All American Pipeline, 2017L.P. and its subsidiaries, except with respect unless the context indicates otherwise. We engage in the transportation, storage, terminalling and marketing of crude oil, refined products and LPG. Through our general partner interest and majority equity ownership position in PAA Natural Gas Storage, L.P. (NYSE: PNG), we also engage in the development and operation of natural gas storage facilities. Our business activities are conducted through three operating segments: (i) Transportation, (ii) Facilities and (iii) Supply and Logistics. See Note 15 for further discussion of our three operating segments. Our 2% general partner interest is held by PAA GP LLC, a Delaware limited liability company, whose sole member is Plains AAP, L.P., a Delaware limited partnership. Plains All American GP LLC, a Delaware limited liability company, is Plains AAP, L.P.’s general partner. Plains All American GP LLC manages our operations and activities and employs our domestic officers and personnel. Our Canadian officers and personnel are employed by our subsidiary Plains Midstream Canada ULC. References to our opinion on “general partner,” as the consolidated financial statements insofar as it relates context requires, include any or all of PAA GP LLC, Plains AAP, L.P. and Plains All American GP LLC. Plains AAP, L.P. and Plains All American GP LLC are essentially held by 18 owners with interests ranging from approximately 35% to the effects of the transaction discussed in Note 4 to the consolidated financial statements and the matter described in the second paragraph of Management’s Report on Internal Control over Financial Reporting, as to which the date is May less than 1, 2017%.
Appears in 1 contract
Samples: Third Amended and Restated Agreement of Limited Partnership
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Partners of MPLX LP and the Board of Directors of MPLX GP LLC In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of equity and of cash flows present fairly, in all material respects, the financial position of MPLX LP and its subsidiaries at December 31, 2016 2015 and 20152014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 2015 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 20162015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. On March As described in Management’s Report on Internal Control over Financial Reporting, management has excluded MarkWest (as defined in Note 1, 2017, the Company acquired Xxxxxx Street Transportation LLC, Woodhaven Cavern LLC and MPLX Terminals LLC in a transaction between entities under common control. The consolidated financial statements referred to above have been retrospectively adjusted to include these entities as if the transaction had been consummated as of April 1, 2016 for MPLX Terminals LLC and as of January 1, 2015 for Xxxxxx Street Transportation LLC and Woodhaven Cavern LLC. The controls of these entities were not a part of ) from the Company’s assessment of internal control over financial reporting as of December 31, 20162015 as it was acquired by the Company in a business combination on December 4, 2015. Accordingly, the controls operated at these entities were not included in either management’s assessment of internal control over financial reporting or We have also excluded MarkWest from our audit of the Company’s internal control over financial reporting. These entities are wholly-owned subsidiaries whose MarkWest represents approximately 72% of consolidated total assets as of December 31, 2015 and 18% of consolidated total revenues and other income represent 5% and 15%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 20162015. /s/PricewaterhouseCoopers LLP Toledo, Ohio February 2426, 20172016, except with respect to our opinion on for the consolidated financial statements insofar as it relates to the effects effect of the transaction changes discussed in Note 4 to the consolidated financial statements and the matter described in the second paragraph of Management’s Report on Internal Control over Financial Reportingstatements, as to which the date is May 12, 20172016 (In millions, except per unit data) 2015 2014 2013 Service revenue $ 130 $ 70 $ 79 Service revenue - related parties 593 662 586 Rental income 20 — — Rental income - related parties 101 15 15 Product sales 36 — — Product sales - related parties 1 — — Other income 9 6 5 Other income - related parties 71 40 28 Total revenues and other income 961 793 713 Cost of revenues (excludes items below) 225 228 200 Purchased product costs 20 — — Rental cost of sales 5 1 1 Purchases - related parties 166 153 151 Depreciation and amortization 116 75 70 General and administrative expenses 118 81 69 Other taxes 13 10 9 Total costs and expenses 663 548 500 Income from operations 298 245 213 Income before income taxes 250 240 212 Provision for income taxes 1 1 1 Net income 249 239 211 Less: Net income attributable to noncontrolling interests 1 57 68 Net income attributable to Predecessor 92 61 65 Net income attributable to MPLX LP 156 121 78 Less: General partner’s interest in net income attributable to MPLX LP 57 6 2 Limited partners’ interest in net income attributable to MPLX LP $ 99 $ 115 $ 76 Common - basic $ 1.23 $ 1.55 $ 1.05 Common - diluted 1.22 1.55 1.05 Subordinated - basic and diluted 0.11 1.50 1.01 Common - basic 79 37 37 Common - diluted 80 37 37 Subordinated - basic and diluted 18 37 37 Cash distributions declared per limited partner common unit $ 1.8200 $ 1.4100 $ 1.1675
Appears in 1 contract
Samples: Membership Interests Contribution Agreement (MPLX Lp)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Partners of MPLX LP and the Board of Directors of MPLX GP LLC In our opinion, the accompanying combined consolidated balance sheets and the related combined consolidated statements of income, of equity and of cash flows present fairly, in all material respects, the financial position of MPLX LP and its subsidiaries at December 31, 2016 2015 and 20152014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 2015 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 20162015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As described in Management’s Report on Internal Control over Financial Reporting, management has excluded MarkWest from the Company’s assessment of internal control over financial reporting as of December 31, 2015 as it was acquired by the Company in a business combination on December 4, 2015. We have also excluded MarkWest from our audit of internal control over financial reporting. MarkWest represents approximately 70% of combined consolidated total assets as of December 31, 2015 and 13% of combined consolidated total revenues and other income for the year ended December 31, 2015. On March 131, 20172016, the Company acquired Xxxxxx Street Transportation LLC, Woodhaven Cavern Marine LLC and MPLX Terminals LLC (“HSM”) in a transaction between entities under common control. The combined consolidated financial statements referred to above have been retrospectively adjusted to include these entities HSM as if the transaction had been consummated as of April 1, 2016 for MPLX Terminals LLC and as of January 1, 2015 for Xxxxxx Street Transportation LLC and Woodhaven Cavern LLC2013. The controls of these entities HSM were not a part of the Company’s internal control over financial reporting as of December 31, 20162015. Accordingly, the controls operated at these entities HSM were not included in either management’s assessment of internal control over financial reporting or our audit of the Company’s internal control over financial reporting. These entities are HSM is a wholly-owned subsidiaries subsidiary whose total assets and total revenues and other income represent 53% and 1527%, respectively, of the related combined consolidated financial statement amounts as of and for the year ended December 31, 20162015. /s/PricewaterhouseCoopers LLP Toledo, Ohio February 2426, 20172016, except with respect to our opinion on the combined consolidated financial statements insofar as it relates to the effects of the transaction discussed in Note 4 to the combined consolidated financial statements and the matter described in the second third paragraph of Management’s Report on Internal Control over Financial Reporting, as to which the date is May 12, 20172016 (In millions, except per unit data) 2015 2014 2013 Service revenue $ 130 $ 70 $ 79 Service revenue - related parties 593 662 586 Rental income 20 — — Rental income - related parties 101 15 15 Product sales 36 — — Product sales - related parties 1 — — Other income 9 6 5 Other income - related parties 71 40 28 Total revenues and other income 961 793 713 Cost of revenues (excludes items below) 225 228 200 Purchased product costs 20 — — Rental cost of sales 5 1 1 Purchases - related parties 166 153 151 Depreciation and amortization 116 75 70 General and administrative expenses 118 81 69 Other taxes 13 10 9 Total costs and expenses 663 548 500 Income from operations 298 245 213 Income before income taxes 250 240 212 Provision for income taxes 1 1 1 Net income 249 239 211 Less: Net income attributable to noncontrolling interests 1 57 68 Net income attributable to Predecessor 92 61 65 Net income attributable to MPLX LP 156 121 78 Less: General partner’s interest in net income attributable to MPLX LP 57 6 2 Limited partners’ interest in net income attributable to MPLX LP $ 99 $ 115 $ 76 Common - basic $ 1.23 $ 1.55 $ 1.05 Common - diluted 1.22 1.55 1.05 Subordinated - basic and diluted 0.11 1.50 1.01 Common - basic 79 37 37 Common - diluted 80 37 37 Subordinated - basic and diluted 18 37 37 Cash distributions declared per limited partner common unit $ 1.8200 $ 1.4100 $ 1.1675
Appears in 1 contract
Samples: Membership Interests Contribution Agreement (MPLX Lp)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Partners of MPLX LP and the Board of Directors of MPLX GP LLC the General Partner and Unitholders of Plains All American Pipeline, L.P.: In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of cash flows, of changes in partners’ capital, of comprehensive income, of equity and of cash flows changes in accumulated other comprehensive income, present fairly, in all material respects, the financial position of MPLX LP Plains All American Pipeline, L.P. and its subsidiaries at December 31, 2016 2008 and 20152007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 2008 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 20162008, based on criteria established in Internal Control - Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission (COSO). The Company's Partnership’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's ’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company's Partnership’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. As discussed in Note 1 to the consolidated financial statements, the Partnership changed the manner in which it accounts for equity-based compensation and purchases and sales with the same counterparty in 2006. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. On March 1Houston, 2017, the Company acquired Xxxxxx Street Transportation LLC, Woodhaven Cavern LLC and MPLX Terminals LLC in a transaction between entities under common control. The consolidated financial statements referred to above have been retrospectively adjusted to include these entities as if the transaction had been consummated as of April 1, 2016 for MPLX Terminals LLC and as of January 1, 2015 for Xxxxxx Street Transportation LLC and Woodhaven Cavern LLC. The controls of these entities were not a part of the Company’s internal control over financial reporting as of December 31, 2016. Accordingly, the controls operated at these entities were not included in either management’s assessment of internal control over financial reporting or our audit of the Company’s internal control over financial reporting. These entities are wholly-owned subsidiaries whose total assets and total revenues and other income represent 5% and 15%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2016. /s/Texas PricewaterhouseCoopers LLP ToledoFebruary 26, Ohio February 24, 2017, except with respect to our opinion on the consolidated financial statements insofar as it relates to the effects of the transaction discussed in Note 4 to the consolidated financial statements and the matter described in the second paragraph of Management’s Report on Internal Control over Financial Reporting, as to which the date is May 1, 20172009
Appears in 1 contract
Samples: Third Amended and Restated Agreement of Limited Partnership
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Partners of MPLX LP and the Board of Directors of MPLX GP LLC the General Partner and Unitholders of Plains All American Pipeline, L.P.: In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of cash flows, of changes in partners’ capital, of comprehensive income, of equity and of cash flows changes in accumulated other comprehensive income, present fairly, in all material respects, the financial position of MPLX LP Plains All American Pipeline, L.P. and its subsidiaries at December 31, 2016 2009 and 20152008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 2009 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 20162009, based on criteria established in Internal Control - Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission (COSO). The Company's Partnership’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's ’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company's Partnership’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. On March 1Houston, 2017Texas PricewaterhouseCoopers LLP February 26, the Company acquired Xxxxxx Street Transportation LLC, Woodhaven Cavern LLC 2010 Cash and MPLX Terminals LLC in a transaction between entities under common control. The consolidated financial statements referred to above have been retrospectively adjusted to include these entities as if the transaction had been consummated as of April 1, 2016 for MPLX Terminals LLC and as of January 1, 2015 for Xxxxxx Street Transportation LLC and Woodhaven Cavern LLC. The controls of these entities were not a part of the Company’s internal control over financial reporting as of December 31, 2016. Accordingly, the controls operated at these entities were not included in either management’s assessment of internal control over financial reporting or our audit of the Company’s internal control over financial reporting. These entities are wholly-owned subsidiaries whose total assets and total revenues cash equivalents ............................................................................................. $ 25 $ 11 Trade accounts receivable and other income represent 5% receivables, net .................................................... 2,253 1,525 Inventory........................................................................................................................ 1,157 801 Other current assets........................................................................................................ 223 259 Total current assets .................................................................................................... 3,658 2,596 PROPERTY AND EQUIPMENT ............................................................................... 7,240 5,727 Accumulated depreciation ............................................................................................. (900) (668) 6,340 5,059 Linefill and 15%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2016. /s/PricewaterhouseCoopers LLP Toledo, Ohio February 24, 2017, except with respect to our opinion on the consolidated financial statements insofar as it relates to the effects of the transaction discussed base gas ...................................................................................................... 501 425 Long-term inventory ...................................................................................................... 121 139 Investment in Note 4 to the consolidated financial statements and the matter described in the second paragraph of Management’s Report on Internal Control over Financial Reporting, as to which the date is May 1, 2017unconsolidated entities ............................................................................ 82 257 Goodwill ........................................................................................................................ 1,287 1,210
Appears in 1 contract
Samples: Third Amended and Restated Agreement of Limited Partnership
