Equity

Units Outstanding - We had 80,336,711 common units outstanding as of September 30, 2015. Of that number, 56,932,134 were owned by MPC, which also owned the two percent general partner interest, represented by 1,639,525 general partner units.

Following payment of the cash distribution for the second quarter of 2015, the requirements for the conversion of all subordinated units were satisfied under our partnership agreement. As a result, effective August 17, 2015, the 36,951,515 subordinated units owned by MPC were converted into common units on a one-for-one basis and thereafter participate on terms equal with all other common units in distributions of available cash. The conversion did not impact the amount of the cash distributions paid by the Partnership or the total units outstanding.

ATM Program - On May 18, 2015, we filed a prospectus supplement to our shelf registration statement filed with the SEC on March 27, 2015, authorizing the continuous issuance of up to an aggregate of $500.0 million of common units, in amounts, at prices and on terms to be determined by market conditions and other factors at the time of our offerings (such continuous offering program, or at-the-market program, referred to as our “ATM Program”). We expect the net proceeds from sales under the ATM Program will be used for general partnership purposes. During the nine months ended September 30, 2015, we issued an aggregate of 25,166 common units under our ATM Program, generating net proceeds of approximately $1.3 million.

The changes in the number of units outstanding from December 31, 2014 through September 30, 2015 are summarized below:



(In units)	Common	Subordinated		General Partner	Total
Balance at December 31, 2014	43,341,098	36,951,515		1,638,625	81,931,238
Unit-based compensation awards⁽¹⁾	18,932	—		386	19,318
Issuance of units under the ATM Program⁽²⁾	25,166	—		514	25,680
Subordinated unit conversion	36,951,515	(36,951,515	)	—	—
Balance at September 30, 2015	80,336,711	—		1,639,525	81,976,236


⁽¹⁾	As a result of the unit-based compensation awards issued during the period, MPLX GP contributed less than $0.1 million in exchange for 386 general partner units to maintain its two percent general partner interest.


⁽²⁾	As a result of common units issued under the ATM Program during the period, MPLX GP contributed less than $0.1 million in exchange for 514 general partner units to maintain its two percent general partner interest.

Issuance of Additional Securities - Our partnership agreement authorizes us to issue an unlimited number of additional partnership securities for the consideration and on the terms and conditions determined by our general partner without the approval of the unitholders.

Net Income Allocation - In preparing our consolidated statements of equity, net income attributable to MPLX LP is allocated to the unitholders in accordance with their respective ownership percentages. However, when distributions related to the incentive distribution rights are made, earnings equal to the amount of those distributions are first allocated to the general partner before the remaining earnings are allocated to the unitholders based on their respective ownership percentages. The following table presents the allocation of the general partner’s interest in net income attributable to MPLX LP:



	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2015		2014		2015		2014
Net income attributable to MPLX LP	$	41.5	$	29.1	$	138.3	$	92.1
Less: General partner's incentive distribution rights and other	7.9		1.0		16.9		1.9
Net income attributable to MPLX LP available to general and limited partners	$	33.6	$	28.1	$	121.4	$	90.2

General partner's two percent interest in net income attributable to MPLX LP	$	0.7	$	0.5	$	2.5	$	1.8
General partner's incentive distribution rights and other	7.9		1.0		16.9		1.9
General partner's interest in net income attributable to MPLX LP	$	8.6	$	1.5	$	19.4	$	3.7

Cash distributions - Our partnership agreement sets forth the calculation to be used to determine the amount and priority of cash distributions that the common and subordinated unitholders and general partner will receive. In accordance with our partnership agreement, on October 20, 2015, we declared a quarterly cash distribution of $0.47 per unit, resulting in total distributions to our limited and general partners of $46.5 million. These distributions will be paid on November 13, 2015 to unitholders of record on November 3, 2015.

The allocation of total quarterly cash distributions to general and limited partners is as follows for the three and nine months ended September 30, 2015 and 2014. Our distributions are declared subsequent to quarter end; therefore, the following table represents total cash distributions applicable to the period in which the distributions were earned.



	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2015		2014		2015		2014
General partner's distributions:
General partner's distributions	$	1.0	$	0.5	$	2.5	$	1.5
General partner's incentive distribution rights distributions	7.8		1.0		16.5		1.9
Total general partner's distributions	$	8.8	$	1.5	$	19.0	$	3.4
Limited partners' distributions:
Common unitholders	$	37.7	$	13.2	$	74.6	$	38.0
Subordinated unitholders	—		13.2		31.4		38.0
Total limited partners' distributions	37.7		26.4		106.0		76.0
Total cash distributions declared	$	46.5	$	27.9	$	125.0	$	79.4