DFAN14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) November 6, 2007

MARKWEST HYDROCARBON, INC.

 (Exact name of registrant as specified in its charter)

Delaware	001-14841	84-1352233
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1515 Arapahoe Street, Tower 2, Suite 700, Denver, CO 80202

(Address of principal executive offices)

Registrant’s telephone number, including area code: 303-925-9200

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-Commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-Commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. Results of Operations and Financial Condition

On November 6, 2007, MarkWest Hydrocarbon, Inc. (the “Company”) announced its consolidated financial results for the three and nine months ended September 30, 2007. A copy of the Company’s earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On November 7, 2007, the Company held a conference call to discuss its third quarter 2007 financial results and other corporate developments. A transcript of the call is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

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This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 8.01 Other Events.

                The information filed in Item 2.02 above is incorporated by reference herein.

                Cautionary Statements

                This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

                MarkWest Energy Partners and MarkWest Hydrocarbon will file a joint proxy statement/prospectus and other documents with the Securities and Exchange Commission (the “SEC”) in relation to the Agreement and Plan of Redemption and Merger that was announced on September 5, 2007. Investors and security holders are urged to read such documents carefully when they become available because they will contain important information regarding MarkWest Energy Partners, MarkWest Hydrocarbon, and the Agreement and Plan of Redemption and Merger transaction. A definitive joint proxy statement/prospectus will be sent to security holders of MarkWest Energy Partners and MarkWest Hydrocarbon seeking their approval of the transactions contemplated by the Agreement and Plan of Redemption and Merger. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus (when it is available) and other documents containing information about MarkWest Energy Partners and MarkWest Hydrocarbon, without charge, at the SEC’s website at www.sec.gov. Copies of the joint proxy statement/prospectus and the SEC filings that will be incorporated by reference in the joint proxy statement/prospectus may also be obtained free of charge by directing a request to the entities’ investor relations department at (866) 858-0482, or by accessing their website at www.markwest.com.

                MarkWest Energy Partners, MarkWest Hydrocarbon, the officers and directors of the general partner of MarkWest Energy Partners, and the officers and directors of MarkWest Hydrocarbon may be deemed to be participants in the solicitation of proxies from their security holders. Information about these persons can be found in the Annual Report for each of MarkWest Energy Partners and MarkWest Hydrocarbon, as filed with the SEC, and additional information about such persons may be obtained from the joint proxy statement/prospectus when it becomes available.

ITEM 9.01. Financial Statements and Exhibits.

(d)   Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press release dated November 6, 2007, announcing third quarter 2007 earnings.
99.2	Transcript of third quarter 2007 earnings call on November 7, 2007.

2

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		MARKWEST HYDROCARBON, INC.
		(Registrant)
Date:  November 9, 2007	By:	/s/ NANCY K. BUESE
		Nancy K. Buese
		Senior Vice President and Chief Financial Officer

3

Exhibit Index

Exhibit No.	Description of Exhibit
99.1	Press release dated November 6, 2007, announcing third quarter 2007 earnings.
99.2	Transcript of third quarter 2007 earnings call on November 7, 2007.

4

EX-99.1

Exhibit 99.1

MarkWest Hydrocarbon, Inc.	Contact:	Frank Semple, President and CEO
1515 Arapahoe Street		Nancy Buese, Senior VP and CFO
Tower 2, Suite 700		Andy Schroeder, VP Finance & Treasurer
Denver, CO 80202	Phone:	(866) 858-0482    Fax: (303) 925-9308
	E-mail:	investorrelations@markwest.com
	Website:	www.markwest.com

MarkWest Hydrocarbon Reports Third Quarter 2007 Financial Results

DENVER—November 6, 2007—MarkWest Hydrocarbon, Inc. (AMEX: MWP) (the “Company”) today reported a net loss of $7.5 million for the three months ended September 30, 2007, or $0.62 per share, compared to net income of $10.0 million, or $0.83 per diluted share, for the same period in 2006. For the nine months ended September 30, 2007, the Company reported a net loss of $13.8 million compared to net income of $10.7 million for the nine months ended September 30, 2006.

Income (loss) from operations for the Standalone segment, as defined below, for the three months ended September 30, 2007 and September 30, 2006, was $(25.5) million and $11.8 million, respectively, and included $24.2 million and $(9.0) million, respectively, of non-cash costs (benefits) associated with the mark-to-market of derivative instruments, the revaluation of the long-term shrink obligation, and non-cash compensation expense. A portion of the mark-to-market of derivative instruments is included in Purchased Product Costs. Excluding these non-cash items, income (loss) from operations for the three months ended September 30, 2007 and September 30, 2006, would have been $(1.3) million and $2.8 million, respectively. Historically, the second and third quarters of each year generate lower income from operations compared to the first and fourth quarters due to the normal seasonality of the Company’s business. While the Company purchases and processes consistent volumes of gas throughout the year, it generates higher revenues in the winter months when it sells higher volumes of NGLs than in the summer months.

The Company will receive $9.5 million of distributions from its investment in MarkWest Energy Partners (the “Partnership”) for the third quarter of 2007, which represents a 46 percent increase over the $6.5 million of distributions received for the third quarter of 2006. On October 26, 2007, the Company declared a quarterly cash dividend of $0.36 per share of common stock, for an implied annual rate of $1.44 per share, which is payable November 21, 2007, to shareholders of record as of November 9, 2007. This represents no change from the second quarter of 2007. Pursuant to a covenant contained in the redemption and merger agreement with the Partnership announced on September 5, 2007, the Company is prohibited from declaring any dividend greater than the per share dividend for the second quarter of 2007.

“It’s been another exciting and productive quarter for MarkWest Hydrocarbon” said Frank Semple, President and Chief Executive Officer. “Our third quarter financial results reflect continued net income contribution from our equity ownership of the Partnership. This strong income stream was offset by non-cash adjustments for compensation expense and the mark-to-market of our derivative instruments in the Standalone segment. The sales of natural gas liquids in the second and third quarters by the Company are typically lower than in the first and fourth quarter due to lower seasonal demand. The year-to-date operating income and full year forecast for the NGL marketing business

remains strong and we continue to take advantage of the forward markets to lock in favorable long-term frac spread margins.”

“The third quarter was particularly noteworthy because of the announcement of the merger agreement between MarkWest Hydrocarbon and the Partnership. The transaction, if consummated, will streamline our corporate structure, significantly improve our competitive position, and align the interests of MarkWest with one set of equity holders. Our people, assets, and focus on customer service have been the key to our success, and the positive attributes of the planned merger will further enhance the long-term value for our equity stakeholders.”

THIRD QUARTER 2007 HIGHLIGHTS

On September 5, 2007, the board of directors of the Company and the board of directors of the general partner of the Partnership announced that the Company and the Partnership entered into a definitive redemption and merger agreement. The transaction represents a 22 percent premium to the Company’s share price on the date the transaction was announced, and will allow the Company’s shareholders to elect as consideration for their shares either cash, units in the Partnership, or a combination of both. Additionally, the transaction will result in a substantial increase in the effective dividend rate for shareholders electing to receive units in the Partnership. A principal benefit of the transaction is the elimination of the existing incentive distribution rights (“IDRs”). Elimination of the IDRs reduces the Partnership’s cost of equity capital and strengthens its competitive position. In addition, the transaction will simplify the corporate structure of the Company and the Partnership, simplify corporate governance, and allow management to focus on driving value for one set of public equity owners. The transaction is expected to be accretive in 2008 to the Partnership unitholders as measured by distributable cash flow per common unit, and is anticipated to close in early 2008.

The Company reports its operations under two business segments, MarkWest Hydrocarbon Standalone (“Standalone”) and the Partnership. The Standalone business segment consists of the Company’s natural gas liquid (“NGL”) marketing activities for NGL’s extracted primarily at the Partnership’s Siloam facility and the management of keep-whole contracts in Appalachia.

For the three months ended September 30, 2007, the Standalone segment reported a loss from operations of $25.5 million, compared to income from operations of $11.8 million for the same period in 2006. The variance was primarily attributable to:

•The Standalone segment reported a net unrealized loss of $24.2 million for the mark-to-market of derivative instruments and the revaluation of the long-term shrink obligation, both of which are non-cash items. This compares to a net unrealized gain of $12.0 million for the same items in the third quarter of 2006, resulting in a negative quarter over quarter variance of $36.2 million.

•The realized frac spread, when adjusted for settled derivative losses, was $0.28 per gallon in the third quarter of 2007 compared to $0.49 per gallon in the same period in 2006, resulting in a negative impact on segment income of $5.1 million. Included within the derivate losses that settled in the third quarter of 2007 is $2.3 million, or $0.11 per gallon, attributable to natural gas swaps related to production in the fourth quarter of 2007 and the first quarter of 2008. The frac spread excluding settled derivative losses was $0.56 per gallon in the third quarter of 2007 compared to $0.50 per gallon in the same period in 2006.

•The above items were offset, in part, by a $4.2 million decrease in selling, general and administrative expense compared to the prior year quarter, of which $3.0 million is attributable to lower non-cash compensation expense.

The Company will host a conference call and webcast on Wednesday, November 7, 2007, at 5:00 P.M. ET to review its third quarter 2007 financial results. Interested parties can participate in the call by dialing (800) 369-2007, passcode “MarkWest”, approximately ten minutes prior to the scheduled start time. A replay of the call will be available through Wednesday, November 21, 2007, by dialing (866) 463-4179, no passcode required. To access the webcast, please visit the Investor Relations section of our website at www.markwest.com.

###

MarkWest Hydrocarbon, Inc. (AMEX: MWP) controls and operates MarkWest Energy Partners, L.P. (NYSE: MWE), a publicly traded limited partnership engaged in the gathering, processing and transmission of natural gas; the transportation, fractionation and storage of natural gas liquids; and the gathering and transportation of crude oil. We also market natural gas and NGLs.

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect our operations, financial performance and other factors as discussed in our filings with the Securities and Exchange Commission. Among the factors that could cause results to differ materially are those risks discussed in our Form 10-K/A for the year ended December 31, 2006, as filed with the SEC. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.”  We do not undertake any duty to update any forward-looking statement.

Although we believe that the expectations reflected in the forward-looking statements, specifically those including those referring to future performance, growth, cash flow, operating income, dividends, or other factors, are reasonable, these forward-looking statements are not guarantees of future performance and we can give no assurance that such expectations will prove to be correct and that projected performance or distributions may not be achieved. Among the factors that could cause results to differ materially are those risks discussed in our Form S-1, as amended, our Annual Report on Form 10-K/A for the year ended December 31, 2006, and our Quarterly Reports on Form 10-Q, as amended, each as filed with the SEC. You are also urged to carefully review and consider the cautionary statements and other disclosures, including those under the heading “Risk Factors,” made in those filings, which identify and discuss significant risks, uncertainties and various other factors that could cause actual results to vary significantly from those expressed or implied in the forward-looking statements. We do not undertake any duty to update any forward-looking statement.

MarkWest Energy Partners and MarkWest Hydrocarbon will file a joint proxy statement/prospectus and other documents with the Securities and Exchange Commission (the “SEC”) in relation to the merger transaction announced on September 5, 2007. Investors and security holders are urged to read these documents carefully when they become available because they will contain important information regarding MarkWest Energy Partners, MarkWest Hydrocarbon, and the transaction. A definitive joint proxy statement/prospectus will be sent to security holders of MarkWest Energy Partners and MarkWest Hydrocarbon seeking their approval of the transactions contemplated by the redemption and merger agreement. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus (when it is available) and other documents containing information about MarkWest Energy Partners and MarkWest Hydrocarbon, without charge, at the SEC’s website at www.sec.gov. Copies of the joint proxy statement/prospectus and the SEC filings that will be incorporated by reference in the joint proxy statement/prospectus may also be obtained free of charge by directing a request to the entities’ investor relations department at 866-858-0482, or by accessing their website at www.markwest.com.

MarkWest Energy Partners, MarkWest Hydrocarbon, the officers and directors of the general partner of MarkWest Energy Partners, and the officers and directors of MarkWest Hydrocarbon may be deemed to be participants in the solicitation of proxies from their security holders. Information about these persons can be found in the Annual Report on Form 10-K/A for the year ended December 31, 2006, for each of MarkWest Energy Partners and MarkWest Hydrocarbon, as filed with the SEC, and additional information about such persons may be obtained from the joint proxy statement/prospectus when it becomes available.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

MarkWest Hydrocarbon, Inc.

Statement of Operations

(Unaudited, in thousands, except per share amounts)

	Three months ended September 30,						Nine months ended September 30,
	2007			2006			2007			2006
				(as restated)						(as restated)
Revenue:
Revenue	$	199,934		$	197,416		$	590,342		$	648,517
Derivative (loss) gain	(24,386		)	22,721			(52,208		)	8,405
Total revenue	175,548			220,137			538,134			656,922
Operating expenses:
Purchased product costs	122,059			121,936			373,891			443,718
Facility expenses	18,624			14,840			49,101			42,635
Selling, general and administrative expenses	11,393			19,069			50,928			43,506
Depreciation	11,133			8,126			28,632			23,282
Amortization of intangible assets	4,168			4,029			12,504			12,072
Accretion of asset retirement obligations	30			24			85			75
Impairments	356			—			356			—
Total operating expenses	167,763			168,024			515,497			565,288
Income from operations	7,785			52,113			22,637			91,634
Other income (expense):
Earnings from unconsolidated affiliates	1,264			1,067			4,687			3,240
Interest income	403			264			3,923			1,106
Interest expense	(10,202		)	(9,583		)	(28,670		)	(31,425		)
Amortization of deferred financing costs and original issue discount (a component of interest expense)	(771		)	(6,121		)	(2,222		)	(7,805		)
Dividend income	170			112			509			327
Miscellaneous income (expense)	1,149			3,978			(257		)	7,737
(Loss) income before non-controlling interest in net income of consolidated subsidiary and income taxes	(202		)	41,830			607			64,814
Non-controlling interest in net income of consolidated subsidiary	(15,131		)	(26,438		)	(24,653		)	(48,255		)
(Loss) income before taxes	(15,333		)	15,392			(24,046		)	16,559
Provision for income tax benefit (expense)	7,879			(5,388		)	10,277			(5,855		)
Net (loss) income	$	(7,454	)	$	10,004		$	(13,769	)	$	10,704
Net (loss) income per share:
Basic	$	(0.62	)	$	0.84		$	(1.15	)	$	0.90
Diluted	$	(0.62	)	$	0.83		$	(1.15	)	$	0.89
Weighted average number of outstanding shares of common stock:
Basic	12,001			11,956			11,995			11,933
Diluted	12,001			12,015			11,995			12,021

MarkWest Hydrocarbon, Inc.

Segment Income (Loss)

(Unaudited, in thousands)

	MarkWest			MarkWest
	Hydrocarbon			Energy			Consolidating
	Standalone			Partners			Entries			Total
Three months ended September 30, 2007:
Revenue:
Revenue	$	45,745		$	174,918		$	(20,729	)	$	199,934
Derivative loss	(16,531		)	(7,855		)	—			(24,386		)
Total revenue	29,214			167,063			(20,729		)	175,548
Purchased product costs	47,443			89,474			(14,858		)	122,059
Facility expenses	5,199			19,346			(5,921		)	18,624
Selling, general and administrative expenses	1,828			9,565			—			11,393
Depreciation	240			10,893			—			11,133
Amortization of intangible assets	—			4,168			—			4,168
Accretion of asset retirement and lease obligations	—			30			—			30
Impairment	—			356						356
(Loss) income from operations	(25,496		)	33,231			50			7,785
Other income (expense):
Earnings from unconsolidated affiliates	—			1,264			—			1,264
Interest income	253			150			—			403
Interest expense	(130		)	(10,072		)	—			(10,202		)
Amortization of deferred financing costs (a component of interest expense)	(69		)	(702		)	—			(771		)
Dividend income	169			1			—			170
Miscellaneous income	619			593			(63		)	1,149
(Loss) income before non-controlling interest in net income of consolidated subsidiary and income taxes	(24,654		)	24,465			(13		)	(202		)
Non-controlling interest in net income of consolidated subsidiary	—			—			(15,131		)	(15,131		)
Interest in net income of consolidated subsidiary	9,303			—			(9,303		)	—
(Loss) income before taxes	(15,351		)	24,465			(24,447		)	(15,333		)
Provision for income tax benefit (expense)	7,909			(304		)	274			7,879
Net (loss) income	$	(7,442	)	$	24,161		$	(24,173	)	$	(7,454	)

	MarkWest			MarkWest
	Hydrocarbon			Energy			Consolidating
	Standalone			Partners			Entries			Total
				(as restated)						(as restated)
Three months ended September 30, 2006:
Revenue:
Revenue	$	53,222		$	163,888		$	(19,694	)	$	197,416
Derivative gain	10,051			12,670			—			22,721
Total revenue	63,273			176,558			(19,694		)	220,137
Purchased product costs	40,149			95,533			(13,746		)	121,936
Facility expenses	5,099			15,689			(5,948		)	14,840
Selling, general and administrative expenses	5,991			13,078			—			19,069
Depreciation	221			7,905			—			8,126
Amortization of intangible assets	—			4,029			—			4,029
Accretion of asset retirement and lease obligations	—			24			—			24
Income from operations	11,813			40,300			—			52,113
Other income (expense):
Earnings from unconsolidated affiliates	—			1,067			—			1,067
Interest income	34			230			—			264
Interest expense	(60		)	(9,523		)	—			(9,583		)
Amortization of deferred financing costs (a component of interest expense)	(55		)	(6,066		)	—			(6,121		)
Dividend income	112			—			—			112
Miscellaneous income	8			3,970			—			3,978
Income before non-controlling interest in net income of consolidated subsidiary and income taxes	11,852			29,978			—			41,830
Non-controlling interest in net income of consolidated subsidiary	—			—			(26,438		)	(26,438		)
Interest in net income of consolidated subsidiary	3,540			—			(3,540		)	—
(Loss) income before taxes	15,392			29,978			(29,978		)	15,392
Provision for income tax expense	(5,388		)	—			—			(5,388		)
Net income	$	10,004		$	29,978		$	(29,978	)	$	10,004

MarkWest Hydrocarbon, Inc.

Segment Income (Loss)

(Unaudited, in thousands)

	MarkWest			MarkWest
	Hydrocarbon			Energy			Consolidating
	Standalone			Partners			Entries			Total
Nine months ended September 30, 2007:
Revenue:
Revenue	$	170,830		$	478,608		$	(59,096	)	$	590,342
Derivative loss	(30,061		)	(22,147		)	—			(52,208		)
Total revenue	140,769			456,461			(59,096		)	538,134
Purchased product costs	148,963			265,810			(40,882		)	373,891
Facility expenses	14,974			52,605			(18,478		)	49,101
Selling, general and administrative expenses	15,046			35,882			—			50,928
Depreciation	826			27,806			—			28,632
Amortization of intangible assets	—			12,504			—			12,504
Accretion of asset retirement and lease obligations	—			85			—			85
Impairment	—			356			—			356
(Loss) income from operations	(39,040		)	61,413			264			22,637
Other income (expense):
Earnings from unconsolidated affiliates	—			4,687			—			4,687
Interest income	1,374			2,549			—			3,923
Interest expense	(252		)	(28,418		)	—			(28,670		)
Amortization of deferred financing costs (a component of interest expense)	(198		)	(2,024		)	—			(2,222		)
Dividend income	427			82			—			509
Miscellaneous income (expense)	474			(668		)	(63		)	(257		)
(Loss) income before non-controlling interest in net income of consolidated subsidiary and income taxes	(37,215		)	37,621			201			607
Non-controlling interest in net income of consolidated subsidiary	—			—			(24,653		)	(24,653		)
Interest in net income of consolidated subsidiary	12,915			—			(12,915		)	—
(Loss) income before taxes	(24,300		)	37,621			(37,367		)	(24,046		)
Provision for income tax benefit (expense)	10,329			(429		)	377			10,277
Net (loss) income	$	(13,971	)	$	37,192		$	(36,990	)	$	(13,769	)

	MarkWest			MarkWest
	Hydrocarbon			Energy			Consolidating
	Standalone			Partners			Entries			Total
				(as restated)						(as restated)
Nine months ended September 30, 2006:
Revenue:
Revenue	$	217,504		$	486,301		$	(55,288	)	$	648,517
Derivative gain	2,396			6,009			—			8,405
Total revenue	219,900			492,310			(55,288		)	656,922
Purchased product costs	184,677			296,368			(37,327		)	443,718
Facility expenses	15,678			44,918			(17,961		)	42,635
Selling, general and administrative expenses	13,102			30,404			—			43,506
Depreciation	820			22,462			—			23,282
Amortization of intangible assets	—			12,072			—			12,072
Accretion of asset retirement and lease obligations	—			75			—			75
Income from operations	5,623			86,011			—			91,634
Other income (expense):
Earnings from unconsolidated affiliates	—			3,240			—			3,240
Interest income	397			709			—			1,106
Interest expense	(212		)	(31,213		)	—			(31,425		)
Amortization of deferred financing costs (a component of interest expense)	(105		)	(7,700		)	—			(7,805		)
Dividend income	327			—			—			327
Miscellaneous income	160			7,577			—			7,737
Income before non-controlling interest in net income of consolidated subsidiary and income taxes	6,190			58,624			—			64,814
Non-controlling interest in net income of consolidated subsidiary	—			—			(48,255		)	(48,255		)
Interest in net income of consolidated subsidiary	10,233			—			(10,233		)	—
Income (loss) before taxes	16,423			58,624			(58,488		)	16,559
Provision for income tax (expense) benefit	(5,719		)	(679		)	543			(5,855		)
Net income	$	10,704		$	57,945		$	(57,945	)	$	10,704

MarkWest Hydrocarbon, Inc.

Segment Balance Sheet

(Unaudited, in thousands)

	MarkWest
	Hydrocarbon		MarkWest		Consolidating
September 30, 2007	Standalone		Energy Partners		Entries			Total
ASSETS
Current assets:
Cash and cash equivalents	$	2,751	$	53,683	$	—		$	56,434
Trading securities	3,701		—		—			3,701
Available for sale securities	6,778		—		—			6,778
Receivables	15,917		112,453		(9,620		)	118,750
Inventories	37,959		3,015		—			40,974
Fair value of derivative instruments	6,160		1,249		—			7,409
Other current assets	19,006		8,198		—			27,204
Total current assets	92,272		178,598		(9,620		)	261,250
Property, plant and equipment, net	5,508		758,913		—			764,421
Investment in and advances to other equity investee	—		59,582		—			59,582
Investment in consolidated subsidiaries	88,077		—		(88,077		)	—
Fair value of derivative instruments	2,812		—		—			2,812
Deferred tax asset	—		—		—			—
Other long term assets	2,620		345,773		—			348,393
Total assets	$	191,289	$	1,342,866	$	(97,697	)	$	1,436,458
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	22,979	$	166,395	$	(9,822	)	$	179,552
Fair value of derivative instruments	33,678		8,326		—			42,004
Deferred tax liability	73		—		—			73
Total current liabilities	56,730		174,721		(9,822		)	221,629
Long-term debt	—		589,612		—			589,612
Deferred tax liability	5,651		914		(776		)	5,789
Non-controlling interest in consolidated subsidiary	964		—		477,119			478,083
Fair value of derivative instruments	20,939		11,183		—			32,122
Other long-term liabilities	42,385		2,016		—			44,401
Total liabilities	126,669		778,446		466,521			1,371,636
Total stockholders’ equity	64,620		564,420		(564,218		)	64,822
Total liabilities and stockholders’ equity	$	191,289	$	1,342,866	$	(97,697	)	$	1,436,458

MarkWest Hydrocarbon, Inc.

Segment Balance Sheet

(Unaudited, in thousands)

	MarkWest
	Hydrocarbon		MarkWest		Consolidating
December 31, 2006	Standalone		Energy Partners		Entries			Total
ASSETS
Current assets:
Cash and cash equivalents	$	14,442	$	34,402	$	—		$	48,844
Marketable securities	7,713		—		—			7,713
Receivables	16,940		90,780		(6,604		)	101,116
Inventories	31,668		3,593		—			35,261
Fair value of derivative instruments	5,727		4,211		—			9,938
Other current assets	12,217		3,047		—			15,264
Total current assets	88,707		136,033		(6,604		)	218,136
Property, plant and equipment, net	3,449		550,886		—			554,335
Investment in and advances to other equity investee	—		64,240		—			64,240
Investment in consolidated subsidiaries	12,683		—		(12,683		)	—
Fair value of derivative instruments	35		2,759		—			2,794
Other long term assets	2,874		360,862		—			363,736
Total assets	$	107,748	$	1,114,780	$	(19,287	)	$	1,203,241
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	19,370	$	131,684	$	(6,604	)	$	144,450
Fair value of derivative instruments	7,385		91		—			7,476
Deferred tax liability	180		—		—			180
Current portion of long term debt	—		—		—			—
Total current liabilities	26,935		131,775		(6,604		)	152,106
Long-term debt	—		526,865		—			526,865
Deferred tax liability and FIN 48 liability	9,425		769		(641		)	9,553
Non-controlling interest in consolidated subsidiary	965		—		440,607			441,572
Fair value of derivative instruments	98		1,362		—			1,460
Other long-term liabilities	28,836		1,360		—			30,196
Total liabilities	66,259		662,131		433,362			1,161,752
Total stockholders’ equity	41,489		452,649		(452,649		)	41,489
Total liabilities and stockholders’ equity	$	107,748	$	1,114,780	$	(19,287	)	$	1,203,241

MarkWest Hydrocarbon, Inc.

Operating Statistics

	Three months ended September 30,		Nine months ended September 30,
	2007	2006	2007	2006
MarkWest Hydrocarbon Standalone:
Marketing
Hydrocarbon frac spread sales (gallons)	20,620,000	22,103,000	89,301,000	80,615,000
Maytown sales (gallons)	11,172,000	11,275,000	33,219,000	32,226,000
Total NGL product sales (gallons)(1)	31,792,000	33,378,000	122,520,000	112,841,000
Wholesale
NGL product sales (gallons)(2)	N/A	7,867,000	N/A	35,063,000
MarkWest Energy Partners:
East Texas:
Gathering systems throughput (Mcf/d)	421,000	393,000	410,000	371,000
NGL product sales (gallons)	46,262,000	42,015,000	132,536,000	117,912,000
Oklahoma:
Foss Lake gathering system throughput (Mcf/d)	108,000	86,000	102,000	86,000
Woodford gathering system throughput (Mcf/d) (3)	130,000	N/A	95,000	N/A
Grimes gathering system throughput (Mcf/d) (4)	11,000	N/A	12,000	N/A
Arapaho NGL product sales (gallons)	22,409,000	19,553,000	65,166,000	57,586,000
Other Southwest:
Appleby gathering system throughput (Mcf/d)	58,000	34,000	55,000	34,000
Other gathering systems throughput (Mcf/d)	6,000	18,000	11,000	20,000
Lateral throughput volumes (Mcf/d)	101,000	111,000	73,000	84,000
Appalachia:
Natural gas processed (Mcf/d)	194,000	198,000	197,000	200,000
NGLs fractionated (Gal/d)	423,000	453,000	444,000	451,000
NGL product sales (gallons)	11,172,000	11,275,000	33,219,000	32,226,000
Michigan:
Natural gas throughput (Mcf/d)	4,900	7,300	5,700	6,500
NGL product sales (gallons)	963,000	1,501,000	3,153,000	4,344,000
Crude oil transported (Bbl/d)	13,800	14,600	14,100	14,600
Gulf Coast:
Refinery off-gas processed (Mcf/d)	124,500	125,000	119,000	125,000
Liquids fractionated (Bbl/d)	30,700	26,100	26,600	26,000

(1)	Represents sales at the Siloam fractionator.
(2)	Represents sales from our wholesale business. In December 2006 the Company terminated its wholesale agreement.
(3)	The Partnership began construction and operation of the Woodford gathering system in late 2006.
(4)	The Partnership acquired the Grimes gathering system in December 2006.

EX-99.2

Exhibit 99.2

FINAL TRANSCRIPT

                                                              

Conference Call Transcript

MWP - Q3 2007 MarkWest Hydrocarbon Earnings Conference Call

Event Date/Time: Nov. 07. 2007 / 5:00PM ET

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Nov. 07. 2007 / 5:00PM ET, MWP - Q3 2007 MarkWest Hydrocarbon Earnings Conference Call

CORPORATE PARTICIPANTS

Dan Campbell

MarkWest Hydrocarbon - Assistant Treasurer

Frank Semple

MarkWest Hydrocarbon - President, CEO

PRESENTATION

Operator

Good afternoon, and welcome to the MarkWest Hydrocarbon Third Quarter Earnings Conference Call. (OPERATOR INSTRUCTIONS.) And now, I would like to turn the conference over to Mr. Dan Campbell. Thank you, sir. You may begin.

Dan Campbell - MarkWest Hydrocarbon - Assistant Treasurer

Thank you, Sara. This is Dan Campbell, Assistant Treasurer at MarkWest, and we thank you for joining us today. We will include forward-looking statements in our comments today, which involve risks and uncertainties and are not guarantees of future performance. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although we believe that the expectations expressed today are reasonable, we can give no assurance that the expectations will prove to be correct. And we caution you that projected performance or distribution and dividends may not be achieved.

Factors that could cause actual results to differ materially from their expectations are included in the periodic reports we file with the SEC. We encourage you to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.”

Also, this call will include discussion of the proposed merger transaction announced on September 5, 2007, involving MarkWest Energy Partners and MarkWest Hydrocarbon. In connection with the transaction, MarkWest Hydrocarbon and the Partnership will file a joint proxy statement and other documents with the SEC in relation to this transaction, and the joint proxy statement and prospectus will be sent to security holders of both MarkWest Energy Partners and MarkWest Hydrocarbon seeking their approval of the transaction.

Investors and security holders may also obtain a free copy of the joint proxy statement and prospectus when it is available and other documents containing information about MarkWest Energy Partners and MarkWest Hydrocarbon without charge at the SEC’s website at www.sec.gov, and copies of the joint proxy statement and prospectus and the SEC filings will be incorporated by reference. And the joint proxy statement and prospectus may also be obtained free of charge by contacting MarkWest Investor Relations Department at 866-858-0482, or by accessing our website at www.markwest.com.

Before making any voting or investment decision, security holders are urged to read these documents carefully and in their entirety when they become available, because they will contain important information about the proposed transaction.

And with that, I’ll turn the call over to Frank Semple, President and Chief Executive Officer.

Frank Semple - MarkWest Hydrocarbon - President, CEO

Thanks, Dan, and welcome to everyone on the call. Joining me this afternoon to help with the Q&A is Nancy Buese, our Chief Financial Officer, Randy Nickerson, our Chief Commercial Officer, John Mollenkopf, our Chief Operations Officer, and Andy Schroeder, our Vice President of Finance and Treasurer.

We just completed our MWE earnings call and many of you were on that call. So I’m going to keep my comments brief and focused on the MWP performance. I will provide a brief summary on the key elements from the MWE call, and then I’ll end with a—just a brief merger update.

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The financial results from MarkWest Hydrocarbon are driven by continued strong distribution growth by MarkWest Energy Partners. Our NGL marketing business operated at a seasonally normal breakeven rate. Distributions from our investment in MarkWest Energy Partners were $9.5 million for the third quarter, which represents a 46% increase over the third quarter of 2006.

Incentive Distribution Rights. Distributions for the third quarter were $6.3 million, an increase of 67%, compared to the third quarter of 2006. Although we received higher distributions from the Partnership, we maintained the quarterly cash dividend at $0.36 per share for the third quarter, which was pursuant to a covenant contained in the merger agreement with MarkWest Energy Partners that we announced in September.

Our NGL marketing business continues to perform as expected. This business primarily consists of the marketing and sales of the natural gas liquids from our keep-whole processing agreements in Appalachia. In the third quarter, we sold 20 million gallons of NGLs, which represents approximately 16% of our annual sales. Historically, the second and third quarters of each year generate lower income from operations compared to the first and fourth quarter due to the normal seasonality of our business.

While we purchase and process consistent volumes of gas throughout the year, we generate higher revenues in the winter months when we sell higher volumes of NGLs, than in summer months.

As I mentioned, last quarter we continued to take advantage of the forward markets to lock in favorable long term frac spread margins, which provides more stability and certainty to our future financial performance. More specifically, our hedge program extends through the fourth quarter of 2010 for approximately 250 million gallons of production at an average frac spread north of $0.35 per gallon.

We continued to maintain a very strong balance sheet at September 30 with $13 million in cash and securities, no debt outstanding, and $63 million of working capital, excluding the fair value of derivative instruments. This compares to $22 million in cash and securities and $63 million of working capital at the—at December 31, 2006.

MarkWest Energy Partners had another very strong quarter. Distributable cash flow increased 27% year-over-year to $47 million, for a distribution coverage ratio of 1.7 times.

For 2007, the Partnership announced an increase in forecasted DCF to approximately $152 million and capital expenditures of approximately $300 million.

Looking ahead to 2008, the partnership provided a preliminary DCF forecast in the range of $160 million to $180 million of capital expenditures-oh, excuse me. That was a DCF forecast in the range of $160 to $180 million and the capital expenditures to support that DCF is going to be in the range of $280 million to $320 million. The capital forecast for 2008 is supported by a significant number of announced and planned projects that have been developed in support of our customers [that address] the drilling programs in our core operating areas.

We’re also very pleased with the progress on our announced merger. Now that we have released our third quarter earnings, we are updating the proxy to reflect our third quarter financial results and we expect to file a proxy with the SEC within the next few weeks.

All in all, we’re very pleased with the progress. Obviously, we continue to focus on long term value for our equity holders. And the merger is obviously an important part of that strategy. It’s been a very challenging process for everybody. But we’re excited about the progress and optimistic that we’re going to be able to complete the transaction early next year.

So, Sara, this concludes my formal comments. I’ll turn it back over to you to help us with the Q&A.

QUESTION AND ANSWER

Operator

Thank you, sir. (OPERATOR INSTRUCTIONS.) And I show no questions in the audio queue. I’d like to turn the call back over to Mr. Frank Semple for closing remarks.

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Frank Semple - MarkWest Hydrocarbon - President, CEO

Thanks, Sara. We covered a lot of questions in the MWE conference call. So it’s not surprising that we don’t have any now. But again, I want to thank everybody for joining us on the conference call today. We obviously appreciate your interest and continued support of MarkWest. And please, if you have any additional questions, please give us a call. Thanks a lot.

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