
7.	VARIABLE INTEREST ENTITIES

Consolidated VIEs

In the normal course of business, we have financial interests in certain entities that have been determined to be VIEs. We consolidate a VIE when we have a variable interest in an entity for which we are the primary beneficiary such that we have (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. In order to make this determination, we evaluated our contractual arrangements with the VIEs, including arrangements for the use of assets, purchases of products and services, debt, equity, or management of operating activities.

Our significant VIE’s include:


•	VLP, a publicly traded master limited partnership formed to own, operate, develop, and acquire crude oil and refined petroleum products pipelines, terminals, and other transportation and logistics assets; and


•	Diamond Green Diesel Holdings LLC (DGD), a joint venture formed to construct and operate a biodiesel plant that processes animal fats, used cooking oils, and other vegetable oils into renewable green diesel.

The VIEs’ assets can only be used to settle their own obligations and the VIEs’ creditors have no recourse to our assets. We do not provide financial guarantees to our VIEs. Although we have provided credit facilities to the VIEs in support of their construction or acquisition activities, these transactions are eliminated in consolidation. Our financial position, results of operations, and cash flows are impacted by our consolidated VIEs’ performance, net of intercompany eliminations, to the extent of our ownership interest in each VIE.

The following tables present summarized balance sheet information for the significant assets and liabilities of our VIEs, which are included in our balance sheets (in millions).



	September 30, 2017
	VLP		DGD		Other		Total
Assets
Cash and temporary cash investments	$	116	$	148	$	14	$	278
Other current assets	1		54		—		55
Property, plant, and equipment, net	955		391		129		1,475
Liabilities
Current liabilities	$	26	$	25	$	7	$	58
Debt and capital lease obligations, less current portion	525		—		45		570



	December 31, 2016
	VLP		DGD		Other		Total
Assets
Cash and temporary cash investments	$	71	$	167	$	15	$	253
Other current assets	3		87		—		90
Property, plant, and equipment, net	865		355		133		1,353
Liabilities
Current liabilities	$	15	$	17	$	7	$	39
Debt and capital lease obligations, less current portion	525		—		46		571

Non-Consolidated VIEs

We hold variable interests in VIEs that have not been consolidated because we are not considered the primary beneficiary. These non-consolidated VIEs are not material to our financial position or results of operations and are primarily accounted for as equity investments. However, one of our non-consolidated VIEs is accounted for under owner accounting and is further described below and in Note 5.

As described in Note 5, we have a 50 percent membership interest in MVP, which was formed to construct, own, and operate the MVP Terminal. MVP was determined to be a VIE because the power to direct the activities that most significantly impact its economic performance is not required to be held by its two members, but is held by Magellan, as operator under a construction, operating, and management agreement with MVP. For this reason and because Magellan holds a 50 percent interest in MVP that provides it with significant economic rights and obligations, we determined that we are not the primary beneficiary. As of September 30, 2017, our maximum exposure to loss was $77 million, which represents our equity investment in MVP.