3. Variable Interest Entities

MarkWest Utica EMG

Effective January 1, 2012, the Partnership and EMG Utica, LLC ("EMG Utica") (together the "Members"), executed agreements to form a joint venture, MarkWest Utica EMG, to develop significant natural gas gathering, processing and NGL fractionation, transportation and marketing infrastructure in eastern Ohio.

In February 2013, the Members entered into the Amended and Restated Limited Liability Company Agreement of MarkWest Utica EMG ("Amended Utica LLC Agreement") which replaced the original agreement. Pursuant to the Amended Utica LLC Agreement, the aggregate funding commitment of EMG Utica increased from $500.0 million to $950.0 million (the "Minimum EMG Investment"). As part of this commitment, EMG Utica was required to fund, as needed, all capital required for MarkWest Utica EMG until such time as EMG Utica had contributed aggregate capital equal to $750.0 million (the "Tier 1 EMG Contributions"). Following the funding of the Tier 1 EMG Contributions, the Partnership had the one time right to elect to fund up to 60% of all capital required for MarkWest Utica EMG until such time as EMG Utica has contributed aggregate capital equal to the Minimum EMG Investment.

The Partnership elected not to fund the 60% and therefore, EMG Utica was required to fund all capital until the Minimum EMG Investment was satisfied which occurred in May 2013. As EMG Utica has funded the Minimum EMG Investment, the Partnership will be required to fund, as needed, 100% of future capital for MarkWest Utica EMG until such time as the aggregate capital that has been contributed by the Partnership and EMG Utica equals $2.0 billion. After such time, and until such time as the investment balances of the Partnership and EMG Utica are in the ratio of 70% and 30%, respectively (such time being referred to as the "Second Equalization Date"), EMG Utica will have the right, but not the obligation, to fund up to 10% of each capital call for MarkWest Utica EMG and the Partnership will be required to fund all remaining capital not elected to be funded by EMG Utica. After the Second Equalization Date, the Partnership and EMG Utica will have the right, but not the obligation, to fund its pro rata portion (based on the respective investment balances) of any additional required capital and may also fund additional capital which the other party elects not to fund. As of December 31, 2013, EMG Utica has contributed $950.0 million and the Partnership has contributed $566.5 million to MarkWest Utica EMG.

Under the Amended Utica LLC Agreement, after EMG Utica has contributed more than $500.0 million to MarkWest Utica EMG and prior to December 31, 2016, EMG Utica's investment balance will also be increased by a quarterly special non-cash allocation of income ("Preference Amount") that is based upon the amount of capital contributed by EMG Utica in excess of $500.0 million. No Preference Amount will accrue to EMG Utica's investment balance after December 31, 2016. EMG Utica received a special non-cash allocation of income of approximately $23.2 million for the year ended December 31, 2013.

If the Partnership's investment balance does not equal at least 51% of the aggregate investment balances of both Members as of December 31, 2016, then EMG Utica may require that the Partnership purchase membership interests from EMG Utica so that, following the purchase, the Partnership's investment balance equals 51% of the aggregate investment balances of the Members. The purchase price payable would equal the investment balance associated with the membership interests acquired from EMG Utica. If EMG Utica makes this election, the Partnership would be required to purchase the membership interests on or before March 1, 2017, but effective as of January 1, 2017. The amount of non-controlling interest subject to the redemption option as of December 31, 2013 is reported as Redeemable non-controlling interest in the mezzanine equity section of the Partnership's Consolidated Balance Sheets.

Under the Amended Utica LLC Agreement, the Partnership will continue to receive 60% of cash generated by MarkWest Utica EMG that is available for distribution until the earlier of December 31, 2016 and the date on which the Partnership's investment balance equals 60% of the aggregate investment balances of the Partnership and EMG Utica. After the earlier of those dates, cash generated by MarkWest Utica EMG that is available for distribution will be allocated to the Partnership and EMG Utica in proportion to their respective investment balances.

In contemplation of executing the Amended Utica LLC Agreement, the Partnership and EMG Utica executed an amendment to the original agreement in January 2013 that obligated the Partnership to temporarily fund MarkWest Utica EMG while EMG Utica completed efforts to raise additional capital to fund its remaining $150.0 million capital commitment under the original agreement. In February 2013, the Partnership contributed approximately $76.2 million to MarkWest Utica EMG and subsequently received a distribution of $61.2 million as reimbursement for the temporary funding. The remaining $15.0 million was retained by MarkWest Utica EMG and is treated as a capital contribution from the Partnership under the terms of the Amended Utica LLC Agreement.

Ohio Gathering is a consolidated subsidiary of MarkWest Utica EMG engaged in providing natural gas gathering services in the Utica Shale in eastern Ohio. As of December 31, 2013, MarkWest Utica EMG owns more than 99% of Ohio Gathering. As of December 31, 2013, Blackhawk Midstream LLC ("Blackhawk") owns less than a 1% interest in Ohio Gathering, but has an option to acquire up to a 40% voting interest ("Ohio Gathering Option"). In December 2013, Blackhawk agreed to sell its interest and the Ohio Gathering Option to Summit; the transaction closed in January 2014. If Summit elects to exercise the option and contribute capital to Ohio Gathering, its ownership interest will equal the amount of its contribution expressed as a percentage of the total capital contributed to Ohio Gathering since inception (inclusive of the amounts contributed by Summit upon exercise of the Ohio Gathering Option). The Ohio Gathering Option expires on May 11, 2014. As noted in the MarkWest EMG Utica Condensate and Ohio Condensate section below, Summit also has an option to acquire up to a 40% interest in Ohio Condensate. If Summit elects to exercise one of the options it must exercise the other at the same time and for the same percentage ownership.

The Partnership has determined that MarkWest Utica EMG is a VIE primarily due to MarkWest Utica EMG's inability to fund its planned activities without additional subordinated financial support. The Partnership has concluded that it is the primary beneficiary of MarkWest Utica EMG. As the primary beneficiary of MarkWest Utica EMG, the Partnership consolidates the entity and recognizes non-controlling interest and redeemable non-controlling interest. The decision to consolidate MarkWest Utica EMG is re-evaluated every quarterly period and is subject to change.

The assets of MarkWest Utica EMG are the property of MarkWest Utica EMG and are not available to the Partnership for any other purpose, including as collateral for its secured debt (see Notes 16 and 25). MarkWest Utica EMG's asset balances can only be used to settle its own obligations. The liabilities of MarkWest Utica EMG do not represent additional claims against the Partnership's general assets and the creditors or beneficial interest holders of MarkWest Utica EMG do not have recourse to the general credit of the Partnership. The Partnership's maximum exposure to loss as a result of its involvement with MarkWest Utica EMG includes its equity investment, any additional capital contribution commitments and any operating expenses incurred by the subsidiary operator in excess of its compensation received for the performance of the operating services. Other than temporary funding due to the timing of the administrative process associated with capital calls in the beginning of 2013, the Partnership did not provide any financial support to MarkWest Utica EMG that it was not contractually obligated to provide during the years ended December 31, 2013 and 2012. The Partnership was reimbursed for its temporary funding except for $15.0 million that was retained and treated as a capital contribution from the Partnership as discussed above.

The results of operations of MarkWest Utica EMG and its subsidiary are shown separately as the Utica segment and are shown in parentheses on the Consolidated Balances Sheets (see Note 24).

MarkWest Utica EMG Condensate and Ohio Condensate

In December 2013, the Partnership and EMG ("Condensate Members") executed the Limited Liability Company Agreement of MarkWest Utica EMG Condensate, L.L.C, ("Utica Condensate LLC Agreement") to form MarkWest Utica EMG Condensate (or "Utica Condensate") for the purpose of engaging in wellhead condensate gathering, stabilization, terminalling, storage and marketing in the state of Ohio.

Under the terms of the Utica Condensate LLC Agreement, until the Condensate Equalization Date (as defined below) the Partnership has a 55% ownership interest and EMG has a 45% ownership interest in Utica Condensate. After the Condensate Equalization Date, each Condensate Member's ownership interest will be equal to its investment balance expressed as a percentage of the aggregate investment balance of all Condensate Members at the end of each accounting period. However, both before and after the Condensate Equalization Date, allocations of profits and losses and distributions of available cash will be made to the Condensate Members based upon the investment balances of the Condensate Members. The investment balances of the Condensate Members are subject to reduction if, and to the extent, that the Condensate Members receive distributions of available cash prior to the Condensate Equalization Date as a result of the exercise of the Condensate Option by Summit as described below. EMG is required to provide 100% of the capital funding to Utica Condensate until the earlier of 1) such time that EMG has contributed $100.0 million ("Tier 1 Condensate Contributions") or 2) September 1, 2014. If EMG completes the Tier 1 Condensate Contributions prior to September 1, 2014, the Partnership is required to contribute 100% of the required capital until the earlier of 1) September 1, 2014, 2) such time as the total capital contributed equals $125.0 million (the earlier of the two foregoing dates, the "Required Condensate True Up Date"), and 3) the date on which the Partnership has an investment balance equal to 55% of the aggregate investment balances of the Condensate Members (the earlier of the three foregoing dates, the "Condensate Equalization Date"). If the Partnership's investment balance in Utica Condensate does not equal 55% of the total investment balances of the Condensate Members as of the Required Condensate True Up Date, the Partnership is required to purchase ownership interests from EMG such that following the purchase the Partnership's investment balance associated with its ownership interest will equal 55% ("Required True Up Transaction"). The purchase price payable would equal the investment balance associated with the ownership interests so acquired from EMG. If Utica Condensate requires additional capital subsequent to the Condensate Equalization Date, each member has the right, but not the obligation, to contribute capital in proportion to its ownership interest.

Under the Utica Condensate LLC Agreement, oversight of the business and affairs of Utica Condensate will be managed by a board of managers. Prior to the Condensate Equalization Date, the board of managers will consist of three managers designated by the Partnership and three managers designated by EMG. Thereafter, the number of managers that each Condensate Member may designate will be determined based upon ownership interests. In addition, each of the Partnership and EMG have consent rights with respect to certain specified material transactions involving Utica Condensate, therefore, management has concluded that Utica Condensate is under joint control and will be accounted for as an equity method investment.

Initially, Utica Condensate's business will be conducted solely through a subsidiary, Ohio Condensate, which was formed in December 2013 when MarkWest Utica EMG Condensate and Blackhawk executed the Limited Liability Company Agreement of Ohio Condensate Company, L.L.C. ("Ohio Condensate LLC Agreement). As of December 31, 2013, Utica Condensate owns 99% of Ohio Condensate. As of December 31, 2013, Blackhawk owned a 1% interest in Ohio Condensate, and had an option to acquire up to a 40% voting interest ("Ohio Condensate Option"). In December 2013, Blackhawk agreed to sell its interest and the Ohio Condensate Option to Summit; the transaction closed in January 2014. If Summit elects to exercise the Ohio Condensate Option and contribute capital to Ohio Condensate, its ownership interest will equal the amount of its contribution expressed as a percentage of the total capital contributed to Ohio Condensate since inception (inclusive of the amounts contributed by Summit upon exercise of the Ohio Condensate Option). The Ohio Condensate Option expires on May 11, 2014. As noted above, Summit can only exercise the Ohio Gathering Option and Ohio Condensate Option if both are exercised at the same time and for the same percentage ownership.

As of December 31, 2013, MarkWest Utica EMG Condensate and its subsidiary had not commenced operating activities and therefore had no impact on the Partnership's operating results. The Partnership sold approximately $17.4 million of assets under construction to Utica Condensate in December 2013 and has recorded that amount in Receivables, net in the accompanying Consolidated Balance Sheets as of December 31, 2013.

MarkWest Pioneer—Restatement

MarkWest Pioneer is the owner and operator of the Arkoma Connector Pipeline. The Partnership and Arkoma Pipeline Partners, L.L.C. share the equity interests in MarkWest Pioneer equally (50% and 50%). The Partnership has historically determined that MarkWest Pioneer was a VIE and the Partnership was the primary beneficiary. Therefore, MarkWest Pioneer has historically been included as a consolidated subsidiary by the Partnership. Based on further consideration of the facts and circumstances, MarkWest Pioneer should not have been consolidated and should have been accounted for under the equity method since the Partnership sold 50% of its interests to Arkoma Pipeline Partners, L.L.C. in 2009. Under the equity method, the Partnership would have recognized an impairment of its investment in MarkWest Pioneer of approximately $39.2 million ($35.4 million, net of provision for income tax) in the year ended December 31, 2009.

The Partnership determined that the consolidation error and impairment were immaterial to the prior periods included in the accompanying consolidated financial statements. Correcting the cumulative effect of the error in the three months ended December 31, 2013 could have had a significant effect on the results of operations for the full year; therefore, the Partnership has restated the accompanying Consolidated Balance Sheets as of December 31, 2012 (including the parenthetical disclosure of VIE balances), the Consolidated Statements of Operations for the years ended December 31, 2012 and 2011 and the Consolidated Statement of Cash Flows and Consolidated Statements of Changes in Equity for the years ended December 31, 2012 and 2011. The impact of the misstatement is shown in the tables below (in thousands). In addition, the footnotes have been updated for the immaterial changes.

	December 31, 2012

Balance Sheet	As previously reported			As restated
Cash and cash equivalents	$	347,899		$	345,756
Receivables, net		198,769			197,977
Other current assets		35,053			34,871
Total current assets		656,639			653,522
Property, plant and equipment		5,700,176			5,542,316
Less: accumulated depreciation		(624,548	)		(602,698	)
Total property, plant and equipment, net		5,075,628			4,939,618
Investment in unconsolidated affiliates		31,179			63,054
Other long-term assets		2,242			2,140
Total assets		6,835,716			6,728,362
Accounts payable		320,645			320,627
Accrued liabilities		391,352			390,178
Total current liabilities		739,226			738,034
Deferred income taxes		191,318			189,428
Other long-term liabilities		134,340			134,261
Common units		2,134,714			2,097,404
Non-controlling interest in consolidated subsidiaries		328,346			261,463
Total equity		3,215,591			3,111,398
Total liabilities and equity		6,835,716			6,728,362

	Year ended December 31, 2012				Year ended December 31, 2011

Statement of Operations	As previously reported		As restated		As previously reported			As restated
Revenue	$	1,395,231	$	1,383,279	$	1,534,434		$	1,522,592
Total revenue		1,451,766		1,439,814		1,505,399			1,493,557
Facility expenses		208,385		206,861		173,598			171,497
Selling, general and administrative expenses		94,116		93,444		81,229			80,441
Depreciation		189,549		183,250		149,954			143,704
Accretion of asset retirement obligations		677		672		1,190			1,185
Total operating expenses		1,070,038		1,061,538		1,187,235			1,178,091
Income from operations		381,728		378,276		318,164			315,466
Earnings from unconsolidated affiliates		699		2,328		(1,095	)		158
Income before provision for income tax		257,116		255,293		119,894			118,449
Net income		218,788		216,965		106,245			104,800
Net loss (income) attributable to non-controlling interest		1,614		3,437		(45,550	)		(44,105	)

	Year ended December 31, 2012						Year ended December 31, 2011

Statement of Cash Flows	As previously reported			As restated			As previously reported			As restated
Cash flows from operating activities:
Net income	$	218,788		$	216,965		$	106,245		$	104,800
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		189,549			183,250			149,954			143,704
Accretion of asset retirement obligations		677			672			1,190			1,185
Equity in (earnings) loss of unconsolidated affiliates		(699	)		(2,328	)		1,095			(158	)
Distributions from unconsolidated affiliates		2,600			8,416			300			4,382
Receivables		32,588			31,993			(45,463	)		(45,107	)
Other current assets		(23,115	)		(23,285	)		(3,728	)		(3,557	)
Accounts payable and accrued liabilities		28,412			28,417			54,745			54,795
Other long-term assets		(647	)		(647	)		(307	)		(308	)
Net cash provided by operating activities		496,713			492,013			414,698			410,403
Cash flows from investing activities:
Capital expenditures		(1,951,427	)		(1,950,324	)		(551,281	)		(550,839	)
Investment in unconsolidated affiliates		(5,227	)		(6,066	)		—			—
Net cash flows used in investing activities		(2,472,352	)		(2,472,088	)		(776,553	)		(776,111	)
Cash flows from financing activities:
Contributions from non-controlling interest		265,620			264,781			126,392			126,392
Payment of distributions to non-controlling interest		(5,887	)		(71	)		(66,887	)		(62,805	)
Net cash flows provided by financing activities		2,206,522			2,211,499			411,421			415,503
Net increase in cash and cash equivalents		230,883			231,424			49,566			49,795
Cash and cash equivalents at beginning of year		117,016			114,332			67,450			64,537
Cash and cash equivalents at end of period		347,899			345,756			117,016			114,332

	Common Units						Non-controlling Interest						Total Equity

Statement of Changes in Equity	As previously reported			As restated			As previously reported			As restated			As previously reported			As restated
December 31, 2010	$	993,049		$	957,452		$	465,517		$	392,842		$	1,458,566		$	1,350,294
Distributions paid		(218,398	)		(218,398	)		(66,887	)		(62,805	)		(285,285	)		(281,203	)
Deferred income tax impact from changes in equity.		(62,227	)		(63,417	)		—			—			(62,227	)		(63,417	)
Net income		60,695			60,695			45,550			44,105			106,245			104,800
December 31, 2011		679,309			642,522			70,227			189			1,502,067			1,395,242
Distributions paid		(339,967	)		(339,967	)		(5,887	)		(71	)		(345,854	)		(340,038	)
Contributions from non-controlling interest		—			—			265,620			264,782			265,620			264,782
Deferred income tax impact from changes in equity.		(66,566	)		(67,089	)		—			—			(66,566	)		(67,089	)
Net income		220,402			220,402			(1,614	)		(3,437	)		218,788			216,965
December 31, 2012		2,134,714			2,097,404			328,346			261,463			3,215,591			3,111,398

MarkWest Liberty Midstream

In 2009, the Partnership entered into a joint venture with M&R, to form MarkWest Liberty Midstream, which operates in the natural gas midstream business in and around the Marcellus Shale in western Pennsylvania and northern West Virginia. The Partnership determined MarkWest Liberty Midstream was a VIE until December 31, 2011, primarily due to the Partnership's disproportionate economic interests as compared to its voting interests in MarkWest Liberty Midstream. Effective December 31, 2011, the partnership acquired M&R's 49% non-controlling interest of MarkWest Liberty Midstream for $994.0 million in cash and approximately 19,954,000 Class B units. Therefore, MarkWest Liberty Midstream is no longer a VIE.

The following table summarizes the effect of the change of ownership interest of MarkWest Liberty Midstream on the equity attributable to the Partnership's common units for the year ended December 31, 2011 (in thousands):


Net income attributable to the Partnership's unitholders	$	60,695
Transfers to the non-controlling interests:
Decrease in common unit equity for 2011 acquisition of equity interest in MarkWest Liberty Midstream, net of $51,321 income tax benefit		(1,194,865	)
Decrease in common unit equity for transaction costs related to 2011 acquisition of equity interest in MarkWest Liberty Midstream		(3,600	)


Net (loss) income attributable to the Partnership and transfers to the non-controlling interest	$	(1,137,770	)