8-K

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): July 20, 2015

MARKWEST ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware	001-31239	27-0005456
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

1515 Arapahoe Street, Tower 1, Suite 1600, Denver CO 80202

(Address of principal executive officers)

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:

xWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Regulation FD Disclosure.

On July 20, 2015, MarkWest Energy Partners, L.P. (the “Partnership”) and MPLX LP (“MPLX”) announced the provision of supplemental information relating to their previously announced entry into a definitive merger agreement pursuant to which the Partnership would become a wholly owned subsidiary of MPLX.  The full text of the press release and the related investor presentation are included as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated into this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Press Release dated July 20, 2015, issued by MarkWest Energy Partners, L.P. and MPLX LP
99.2	Investor Presentation dated July 20, 2015

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Cautionary Statement Regarding Forward-Looking Statements

This communication includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements that involve a number of risks and uncertainties.  These statements may include statements regarding the proposed acquisition of the Partnership by MPLX, the expected timetable for completing the transaction, benefits and synergies of the transaction, future opportunities for the combined company and any other statements regarding the Partnership and MPLX’s future operations, anticipated business levels, future earnings and distributions, planned activities, anticipated growth, market opportunities, strategies and competition. All such forward-looking statements involve estimates and assumptions that are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied in such statements. Factors that could cause or contribute to such differences include: factors relating to the satisfaction of the conditions to the proposed transaction, including regulatory approvals and the required approval of the Partnership’s unitholders; the parties’ ability to meet expectations regarding the timing and tax treatment of the proposed transaction; the possibility that the combined company may be unable to achieve expected synergies and operating efficiencies in connection with the transaction within the expected time-frames or at all; the integration of the Partnership being more difficult, time-consuming or costly than expected; the effect of any changes resulting from the proposed transaction in customer, supplier and other business relationships; general market perception of the proposed transaction; exposure to lawsuits and contingencies associated with MPLX; the ability to attract and retain key personnel; prevailing market conditions; changes in the economic and financial conditions of the Partnership and MPLX; uncertainties and matters beyond the control of management; and the other risks discussed in the periodic reports filed with the Securities and Exchange Commission (SEC), including the Partnership’s and MPLX’s Annual Reports on Form 10-K for the year ended December 31, 2014. The forward-looking statements should be considered in light of all these factors.  In addition, other risks and uncertainties not presently known to the Partnership or MPLX or that the Partnership or MPLX considers immaterial could affect the accuracy of the forward-looking statements.   The reader is cautioned not to rely unduly on these forward-looking statements. The Partnership and MPLX do not undertake any duty to update any forward-looking statement except as required by law.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of the Partnership by MPLX. In connection with the proposed acquisition, the Partnership and MPLX intend to file relevant materials with the SEC, including MPLX’s registration statement on Form S-4 that will include a joint

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proxy statement/prospectus. Investors and security holders are urged to read all relevant documents filed with the SEC, including the proxy statement/prospectus when they become available, because they will contain important information about the proposed transaction. Investors and security holders are able to obtain the documents (once available) free of charge at the SEC’s website, http://www.sec.gov, or for free from the Partnership by contacting Investor Relations by phone at 1-(866) 858-0482 or by email at investorrelations@markwest.com or for free from MPLX LP at its website, http://ir.mplx.com, or in writing at 200 E. Hardin Street, Findlay, Ohio 45840, Attention: Corporate Secretary.

Participants in the Solicitation

This communication is not a solicitation of a proxy from any investor or securityholder.  However, the Partnership and its directors and executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the holders of Partnership common units with respect to the proposed transaction. Information about the Partnership’s directors and executive officers is set forth in the proxy statement for the Partnership’s 2015 Annual Meeting of Common Unitholders, which was filed with the SEC on April 23, 2015 and the Partnership’s current reports on Form 8-K, as filed with the SEC on May 5, 2015, May 19, 2015 and June 8, 2015.  Information about MPLX’s directors and executive officers is available in MPLX’s Annual Report on Form 10-K filed with the SEC on February 27, 2015 and MPLX’s current report on Form 8-K, as filed with the SEC on March 9, 2015.  To the extent holdings of Partnership securities have changed since the amounts contained in the proxy statement for the Partnership’s 2015 Annual Meeting of stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.  Investors may obtain additional information regarding the interest of such participants by reading the proxy statement/prospectus regarding the acquisition (once available).  These documents (when available) may be obtained free of charge from the SEC’s website http://www.sec.gov, or from the Partnership and MPLX using the contact information above.

Non-Solicitation

This communication shall not constitute an offer to sell or the solicitation of 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 offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	MarkWest Energy Partners, L.P.
	By: MarkWest Energy GP, L.L.C., its general partner
Date: July 20, 2015	By:	/s/ Nancy K. Buese
		Name:	Nancy K. Buese
		Title:	Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated July 20, 2015, issued by MarkWest Energy Partners, L.P. and MPLX LP
99.2	Investor Presentation dated July 20, 2015

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EX-99.1

Exhibit 99.1

MPLX & MarkWest provide supplemental information regarding the strategic combination announced July 13

FINDLAY, Ohio, and DENVER, July 20, 2015 — Last week MPLX LP (NYSE: MPLX) and MarkWest Energy Partners, L.P. (NYSE:MWE) (MarkWest) announced they had signed a definitive merger agreement whereby MarkWest would become a wholly owned subsidiary of MPLX. In connection with the announcement, MPLX affirmed its anticipated distribution growth guidance of 29 percent in 2015 and shared that it expects a 25 percent compound annual distribution growth rate for the combined entity through 2017, with a “peer-leading” distribution growth profile thereafter. MPLX and MarkWest are clarifying “peer-leading” implies an annual distribution growth profile of approximately 20 percent in years 2018 and 2019.

The combined partnership also anticipates the opportunity for incremental growth capital investments afforded by the stronger financial position of the combined entity and support from its investment grade sponsor Marathon Petroleum Corporation (NYSE:MPC).

MPLX and MarkWest are providing additional information on the incremental organic growth opportunities available to the combined partnership, and have added information to the announcement materials to supplement that discussion.

All materials will be available under the Investor Relations tabs for MPLX at http://www.mplx.com and MarkWest at http://www.markwest.com and will be a part of a Form 8-K filed with the Securities Exchange Commission this morning.

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About MPLX LP

MPLX is a fee-based, growth-oriented master limited partnership formed in 2012 by Marathon Petroleum Corporation to own, operate, develop and acquire pipelines and other midstream assets related to the transportation and storage of crude oil, refined products and other hydrocarbon-based products. Headquartered in Findlay, Ohio, MPLX’s assets consist of a 99.5 percent equity interest in a network of common carrier crude oil and products pipeline assets located in the Midwest and Gulf Coast regions of the United States and a 100 percent interest in a butane storage cavern located in West Virginia with approximately 1 million barrels of natural gas liquids storage capacity.

About MarkWest Energy Partners

MarkWest Energy Partners, L.P. is a master limited partnership that owns and operates

midstream service businesses. MarkWest has a leading presence in many natural gas resource plays including the Marcellus Shale, Utica Shale, Huron/Berea Shale, Haynesville Shale, Woodford Shale and Granite Wash formation.

MPLX Investor Relations Contacts:

Geri Ewing (419) 421-2071

Teresa Homan (419) 421-2965

MPLX Media Contacts:

Chuck Rice (419) 421-2521

Jamal Kheiry (419) 421-3312

MarkWest Investor Relations and Media Contact:

Joshua Hallenbeck (866) 858-0482

This press release contains forward-looking statements within the meaning of federal securities laws regarding MPLX LP (“MPLX”), Marathon Petroleum Corporation (“MPC”), and MarkWest Energy Partners, L.P. (“MWE”). These forward-looking statements relate to, among other things, expectations, estimates and projections concerning the business and operations of MPC, MPLX and MWE. You can identify forward-looking statements by words such as “anticipate,” “believe,” “imply,” “estimate,” “objective,” “expect,” “forecast,” “plan,” “project,” “potential,” “could,” “may,” “should,” “would,” “will” or other similar expressions that convey the uncertainty of future events or outcomes. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the companies’ control and are difficult to predict. Factors that could cause MPLX’s or MWE’s actual results to differ materially from those in the forward-looking statements include: their ability to complete the proposed merger of MPLX and MWE on anticipated terms and timetable; the ability to obtain approval of the transaction by the unitholders of MWE and satisfy other conditions to the closing of the transaction contemplated by the merger agreement; the ability to obtain governmental approvals of the MPLX/MWE transaction based on the proposed terms and schedule, and any conditions imposed on the combined company in connection with consummation of the MPLX/MWE transaction; the risk that the costs savings and any other synergies from the MPLX/MWE transaction may not be fully realized or may take longer to realize than expected; disruption from the MPLX/MWE transaction making it more difficult to maintain relationships with customers, employees or suppliers; risks relating to any unforeseen liabilities of MWE or MPLX, as applicable; the adequacy of their respective capital resources and liquidity, including, but not limited to, availability of sufficient cash flow to pay distributions and execute their respective business plans; the timing and extent of changes in commodity prices and demand for crude oil, refined products, feedstocks or other hydrocarbon-based products; volatility in and/or degradation of market and industry conditions; completion of pipeline capacity by competitors; disruptions due to equipment interruption or failure, including electrical shortages and power grid failures; the suspension, reduction or termination of MPC’s obligations under MPLX’s commercial agreements; each company’s ability to successfully implement its growth plan, whether through organic growth or acquisitions; modifications to earnings and distribution growth objectives; federal and state environmental, economic, health and safety, energy and other policies and regulations; changes to MPLX’s capital budget; other risk factors inherent to their industry; and the factors set forth under the heading “Risk Factors” in MPLX’s Annual Report on Form 10-K for the year ended Dec. 31, 2014, filed with the Securities and Exchange Commission (SEC); and the factors set forth under the heading “Risk Factors” in MWE’s Annual

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Report on Form 10-K for the year ended Dec. 31, 2014, filed with the SEC. Factors that could cause MPC’s actual results to differ materially from those in the forward-looking statements include: risks described above relating to the MPLX/MWE proposed merger; changes to the expected construction costs and timing of pipeline projects; volatility in and/or degradation of market and industry conditions; the availability and pricing of crude oil and other feedstocks; slower growth in domestic and Canadian crude supply; an easing or lifting of the U.S. crude oil export ban; completion of pipeline capacity to areas outside the U.S. Midwest; consumer demand for refined products; transportation logistics; the reliability of processing units and other equipment; MPC’s ability to successfully implement growth opportunities; modifications to MPLX earnings and distribution growth objectives; federal and state environmental, economic, health and safety, energy and other policies and regulations; MPC’s ability to successfully integrate the acquired Hess retail operations and achieve the strategic and other expected objectives relating to the acquisition; changes to MPC’s capital budget; other risk factors inherent to MPC’s industry; and the factors set forth under the heading “Risk Factors” in MPC’s Annual Report on Form 10-K for the year ended Dec. 31, 2014, filed with SEC. In addition, the forward-looking statements included herein could be affected by general domestic and international economic and political conditions. Unpredictable or unknown factors not discussed here, in MPLX’s Form 10-K, in MPC’s Form 10-K, or in MWE’s Form 10-K could also have material adverse effects on forward-looking statements. Copies of MPLX’s Form 10-K are available on the SEC website, MPLX’s website at http://ir.mplx.com or by contacting MPLX’s Investor Relations office. Copies of MPC’s Form 10-K are available on the SEC website, MPC’s website at http://ir.marathonpetroleum.com or by contacting MPC’s Investor Relations office. Copies of MWE’s Form 10-K are available on the SEC website, MWE’s website at http://investor.markwest.com or by contacting MWE’s Investor Relations office.

None of MPLX, MPC, or MWE undertake any duty to update any forward-looking statement except as required by law.

Additional Information

This communication may be deemed to be solicitation material in respect of the proposed transaction.  In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC and will include a proxy statement of MWE.  INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final proxy statement/prospectus will be mailed to unitholders of MWE.  Investors and security holders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov, from MPLX LP at its website, http://ir.mplx.com, or 200 E. Hardin Street, Findlay, Ohio 45840, Attention: Corporate Secretary, or from MWE at its website, http://investor.markwest.com, or 1515 Arapahoe Street, Tower 1, Suite 1600, Denver, CO 80202, Attention: Corporate Secretary.

Participants in Solicitation

MPLX and MWE and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information concerning MPLX participants is set forth in MPLX’s Form 10-K for the year ended December 31, 2014, as filed with the SEC on February 27, 2015, and MPLX’s current report on Form 8-K,

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as filed with the SEC on March 9, 2015. Information concerning MWE’s participants is set forth in the proxy statement, dated April 23, 2015, for MWE’s 2015 Annual Meeting of Common Unitholders as filed with the SEC on Schedule 14A and MWE’s current reports on Form 8-K, as filed with the SEC on May 5, 2015, May 19, 2015 and June 8, 2015. Additional information regarding the interests of participants of MPLX and MWE in the solicitation of proxies in respect of the proposed merger will be included in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.  These documents, when available, may be obtained free of charge from MPLX or MWE using the contact information above.

Non-Solicitation

This communication shall not constitute an offer to sell or the solicitation of 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 offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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EX-99.2

Exhibit 99.2

MPLX and MarkWest Strategic Combination As Revised July 20, 2015

Forward‐Looking Statements This presentation contains forward-looking statements within the meaning of federal securities laws regarding MPLX LP (“MPLX”), Marathon Petroleum Corporation (“MPC”), and MarkWest Energy Partners, L.P. (“MWE”). These forward-looking statements relate to, among other things, expectations, estimates and projections concerning the business and operations of MPC, MPLX and MWE. You can identify forward-looking statements by words such as “anticipate,” “believe,” “commit,” “ imply,” “estimate,” "objective," “expect,” “forecast,” "plan," “project,” "potential," “could,” “may,” “should,” “would,” “will” or other similar expressions that convey the uncertainty of future events or outcomes. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the companies’ control and are difficult to predict. Factors that could cause MPLX's or MWE’s actual results to differ materially from those in the forward-looking statements include: their ability to complete the proposed merger of MPLX and MWE on anticipated terms and timetable; the ability to obtain approval of the transaction by the unitholders of MWE and satisfy other conditions to the closing of the transaction contemplated by the merger agreement; the ability to obtain governmental approvals of the MPLX/MWE transaction based on the proposed terms and schedule, and any conditions imposed on the combined company in connection with consummation of the MPLX/MWE transaction; the risk that the costs savings and any other synergies from the MPLX/MWE transaction may not be fully realized or may take longer to realize than expected; disruption from the MPLX/MWE transaction making it more difficult to maintain relationships with customers, employees or suppliers; risks relating to any unforeseen liabilities of MWE or MPLX, as applicable; the adequacy of their respective capital resources and liquidity, including, but not limited to, availability of sufficient cash flow to pay distributions and execute their respective business plans; the timing and extent of changes in commodity prices and demand for crude oil, refined products, feedstocks or other hydrocarbon-based products; volatility in and/or degradation of market and industry conditions; completion of pipeline capacity by competitors; disruptions due to equipment interruption or failure, including electrical shortages and power grid failures; the suspension, reduction or termination of MPC's obligations under MPLX’s commercial agreements; each company’s ability to successfully implement its growth plan, whether through organic growth or acquisitions; modifications to earnings and distribution growth objectives; federal and state environmental, economic, health and safety, energy and other policies and regulations; changes to MPLX’s capital budget; other risk factors inherent to their industry; and the factors set forth under the heading "Risk Factors" in MPLX's Annual Report on Form 10-K for the year ended Dec. 31, 2014, filed with the Securities and Exchange Commission (SEC); and the factors set forth under the heading "Risk Factors" in MWE's Annual Report on Form 10-K for the year ended Dec. 31, 2014, filed with the SEC. Factors that could cause MPC’s actual results to differ materially from those in the forward-looking statements include: risks described above relating to the MPLX/MWE proposed merger; changes to the expected construction costs and timing of pipeline projects; volatility in and/or degradation of market and industry conditions; the availability and pricing of crude oil and other feedstocks; slower growth in domestic and Canadian crude supply; an easing or lifting of the U.S. crude oil export ban; completion of pipeline capacity to areas outside the U.S. Midwest; consumer demand for refined products; transportation logistics; the reliability of processing units and other equipment; MPC’s ability to successfully implement growth opportunities; modifications to MPLX earnings and distribution growth objectives; federal and state environmental, economic, health and safety, energy and other policies and regulations; MPC’s ability to successfully integrate the acquired Hess retail operations and achieve the strategic and other expected objectives relating to the acquisition; changes to MPC’s capital budget; other risk factors inherent to MPC’s industry; and the factors set forth under the heading "Risk Factors" in MPC's Annual Report on Form 10-K for the year ended Dec. 31, 2014, filed with SEC. In addition, the forward-looking statements included herein could be affected by general domestic and international economic and political conditions. Unpredictable or unknown factors not discussed here, in MPLX’s Form 10-K, in MPC’s Form 10-K, or in MWE’s Form 10-K could also have material adverse effects on forward-looking statements. Copies of MPLX's Form 10-K are available on the SEC website, MPLX's website at http://ir.mplx.com or by contacting MPLX's Investor Relations office. Copies of MPC's Form 10-K are available on the SEC website, MPC's website at http://ir.marathonpetroleum.com or by contacting MPC's Investor Relations Office. Copies of MWE’s Form 10-K are available on the SEC website, MWE’s website at http://investor.markwest.com or by contacting MWE’s Investor Relations office. None of MPLX, MPC, or MWE undertake any duty to update any forward-looking statement except as required by law. 2

Additional Information Non-GAAP Financial Measures Adjusted EBITDA and Net Operating Margin are non-GAAP financial measures provided in this presentation. Reconciliation to the nearest GAAP financial measure is included in the Appendix to this presentation. Adjusted EBITDA is not defined by GAAP and should not be considered in isolation or as an alternative to net income or other financial measures prepared in accordance with GAAP. Additional Information This communication may be deemed to be solicitation material in respect of the proposed transaction. In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC and will include a proxy statement of MARKWEST ENERGY PARTNERS, L.P. (“MWE”). INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final proxy statement/prospectus will be mailed to unitholders of MWE. Investors and security holders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov, from MPLX LP at its website, http://ir.mplx.com, or 200 E. Hardin Street, Findlay, Ohio 45840, Attention: Corporate Secretary, or from MWE at its website, http://investor.markwest.com, or 1515 Arapahoe Street, Tower 1, Suite 1600, Denver, CO 80202, Attention: Corporate Secretary. Participants in Solicitation MPLX and MWE and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information concerning MPLX participants is set forth in MPLX’s Form 10-K for the year ended December 31, 2014, as filed with the SEC on February 27, 2015, and MPLX’s current report on Form 8-K, as filed with the SEC on March 9, 2015. Information concerning MWE’s participants is set forth in the proxy statement, dated April 23, 2015, for MWE’s 2015 Annual Meeting of Common Unitholders as filed with the SEC on Schedule 14A and MWE’s current reports on Form 8-K, as filed with the SEC on May 5, 2015, May 19, 2015 and June 8, 2015. Additional information regarding the interests of participants of MPLX and MWE in the solicitation of proxies in respect of the proposed merger will be included in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. These documents, when available, may be obtained free of charge from MPLX or MWE using the contact information above. Non-Solicitation This communication shall not constitute an offer to sell or the solicitation of 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 offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. 3

Summary of Supplemental Information Slide 5, 10, 20: Updates distribution growth targets for 2018 and 2019 Combined partnership expects compound annual distribution growth rate of ≥25% through 2017 and approximately 20% annual distribution growth in years 2018 and 2019 Slide 12-15: Additional information on growth opportunities MWE projects ~$1.5 B annual baseline capital spending for the next five years, with incremental capital investment of $6 B to $9 B which includes upside growth and synergistic growth opportunities 4

Powerful Strategic Combination Creates a large-cap, diversified MLP with a very attractive distribution growth profile for an extended period of time MPLX affirms 2015 anticipated distribution growth guidance of 29% Combined partnership expects compound annual distribution growth rate of ≥25% through 2017 and approximately 20% annual distribution growth in years 2018 and 2019 MPC, as the GP sponsor, has interests aligned with the combined MLP and is committed to provide support for the distribution growth objectives Significant joint growth opportunities Substantial benefits for MWE, MPLX and MPC equity owners Attractive premium for MWE unitholders MPLX unit exchange and the $3.371 per unit cash payment equalizes MWE forecasted distribution for approximately three years Combines MWE's robust organic growth opportunities with MPC’s financial strength Committed to investment grade credit profile for combined partnership MWE’s management brings a proven track record of executing organic growth projects and developing strong customer relationships 5 Notes: 1 $3.37 cash consideration per MWE unit calculated on approximately 200.1 MM fully-diluted MWE common units outstanding, including approximately 8 MM MWE Class B units, outstanding as of 7/10/15. The cash consideration of $675 MM is a fixed amount and will not increase as additional units are issued by MWE between announcement and closing

Transaction Structure and Terms Merger Consideration Other Transaction Structure MWE common unitholders will receive 1.09 MPLX common units for each MWE common unit MWE’s ~8 MM Class B units will convert to ~8 MM newly-created MPLX Class B units with substantially equivalent rights1 MPC will contribute $675 MM of cash, or approximately $3.37 per MWE unit, to MPLX to be paid to MWE common and Class B unitholders as additional consideration2 Implies total consideration of $78.64 per MWE unit, or a 32% premium based on 7/10/15 closing price of MPLX units MPLX will assume all of MWE’s cash and the ~$4.2 B of debt outstanding at closing Two MWE representatives to be added to MPLX board; one MWE representative to be added to MPC board Subject to MWE unitholder vote Subject to regulatory approval and other customary conditions Expected to close in Q4'15 Combination of MWE and MPLX in a generally tax-free unit-for-unit transaction, plus a one-time cash payment to MWE unitholders Fixed exchange ratio Pro Forma Ownership MPC retains control through continued 2% ownership of GP interest MPC ~21%, MPLX unitholders ~8%, MWE unitholders ~71% Notes: 1 Convertible in 2016 and 2017 at a ratio of 1.09 MPLX common units for each Class B unit 2 $3.37 cash consideration per MWE unit calculated on approximately 200.1 MM fully-diluted MWE common units outstanding, including approximately 8 MM MWE Class B units, outstanding as of 7/10/15. The cash consideration of $675 MM is a fixed amount and will not increase as additional units are issued by MWE between announcement and closing Pro Forma Leverage Target leverage of ~4x Debt / Adjusted EBITDA MPLX will be managed to support an investment grade credit profile 6

Pro Forma Organizational Structure MWE will operate as a standalone business within MPLX: Existing MWE leadership will become executive officers at MPLX in roles similar to current responsibilities MWE will remain operator of natural gas / NGL platform, which maintains existing customer relationships Offices in Denver will remain MPLX board to be expanded to include two MWE representatives, including Frank Semple Pro Forma Organizational Structure 7 Public 79% LP Gathering, Processing, Fractionation & NGL Transportation Crude & Refined Product Transportation & Logistics MPC MPLX 19% LP 2% GP / IDR

MWE Has the Premier Position in Marcellus / Utica Second largest natural gas processor and the fourth largest fractionator of NGLs in the U.S. Extensive long-term producer partnerships with Marcellus & Utica area dedications of 7.7 million acres Processes and fractionates approximately three quarters of growing production from rich-gas areas in the Northeast Operates 34 processing and fractionation facilities in the Marcellus & Utica shales and has 18 additional facilities currently under construction 7 of the top 10 processing complexes will be owned by MWE in 2017* 8 of the top 14 fractionation complexes will be owned by MWE in 2017* 8 * Source: Bentek Energy - NGL Facilities Databank as of 5.20.2015

Growth Driven by Customer Satisfaction MarkWest has received the #1 rating for total customer satisfaction in every EnergyPoint Research survey since its inception in 2006 9

Pro forma MPLX – Best-in-Class Large Cap MLP 379 MBbl/d fractionation capacity 6.8 Bcf/d processing capacity ~7,600 miles of pipelines MPLX affirms anticipated distribution growth of 29% for 2015 Combined partnership expects distribution growth rate of ≥25% through 2017 and approximately 20% annual distribution growth in years 2018 and 2019 Strong sponsor with drop-down portfolio of $1.6 B EBITDA to support distribution growth Complementary assets and footprint to provide significant additional growth opportunities Large-Cap MLP Diversified and Stable Cash Flows Top-Tier Growth Profile Strategic Sponsor MPC is a Fortune 25 company with a $35 B enterprise value Investment grade rated with significant access to low cost of funding 2015E Adjusted EBITDA2 Market Capitalization 2014A – 2017E Distribution CAGR2 1.7 MMBbl/d refining capacity 5,400 miles of pipe Marine assets Terminals / railcars Fuel distribution MPLX Pro Forma MPC > 90% Fee-Based ≥25% 2015E Net Operating Margin3 10 Notes: 1 Reflects MPLX at market price of $69.05 as of 7/10/15 and MWE at estimated transaction value less $675 MM cash component 2 Peer information based on FactSet estimates. Pro forma MPLX Adjusted EBITDA of $1.25 B represents pro forma Adjusted EBITDA based on midpoint of management guidance range. Pro forma MPLX 2014A – 2017E distribution CAGR based on management guidance 3 Non-GAAP measure calculated as segment revenue less purchased product costs $5.5 $5.4 $4.3 $2.4 $1.7 $1.7 $1.5 $1.25 $0 $2 $4 $6 ETP EPD WPZ PAA EEP SEP OKS PF MPLX $ Billions $61 $29 $26 $21 $17 $14 $14 $9 $0 $25 $50 $75 EPD WPZ ETP PF MPLX¹ PAA EEP SEP OKS $ Billions Fee-Based POP / POL Keep-Whole 14% 8% 7% 7% 6% 5% 3% 0% 10% 20% 30% PF MPLX WPZ SEP ETP PAA EPD EEP OKS

Strategic Geographic Footprint MPC Refineries MPC Owned and Part-Owned Third Party Asphalt/Heavy Oil Terminals Coastal Inland Pipelines MPC Owned and Operated MPC Interest: Operated by MPC MPC Interest: Operated by Others Pipelines Used by MPC Light Product Terminals MPC Owned Third Party Water Supplied Terminals Ethanol Facility Biodiesel Facility MarkWest Southwest Complex MarkWest Northeast Complex MarkWest Marcellus Complex MarkWest Offices MarkWest Utica Complex MPLX Headquarters (Findlay, OH) Tank Farms Butane Cavern Barge Dock Products Pipelines Crude Oil Pipelines 11

Significant Joint Growth Opportunities Complementary Integration Potential for Additional Basin Diversification Leverages the combined assets and collective expertise Gas processing / fractionation Stabilizers, splitters, pipelines, terminals, trucks, barges and refineries Strategic opportunity to create new high value products in the Marcellus and Utica shales Significant synergies and critical mass to deliver NGLs and refined products to East Coast markets MPC’s financial strength and ability to incubate projects facilitates acceleration of MWE’s existing and future growth MWE projects ~$1.5 B per year in organic capital spending for the next five years, with incremental capital investment of $6 B to $9 B which includes upside growth and synergistic growth opportunities Enhanced ability to pursue bolt-on or large scale acquisitions as opportunities arise Larger entity is better suited to apply core competencies in other basins and to grow in the Southwest Positions MPLX as the "first mover" in emerging shale plays Acceleration of MWE's Core Platform Development 12

MarkWest’s Premier Position Drives ~$1.5 B of Annual Investment Opportunity 13 Denver Office Tulsa Office Canonsburg Office Cadiz Office Houston Office Area Dedications: 1.4 million acres Volume Protection: 10% of 2015 capacity contains minimum volume commitments Investment Opportunities: Expansion of gathering and processing infrastructure to support STACK, SCOOP, and Springer Shale in Cana-Woodford Continued expansion of East Texas gathering & processing to support rich-gas areas of Haynesville Shale Greenfield development of midstream system in Permian/Delaware Basin Volume Protection: 30% of 2015 capacity contains minimum volume commitments Area Dedications: 4 million acres Volume Protection: 70% of 2015 capacity contains minimum volume commitments Investment Opportunities: Expansion of rich-gas gathering systems Development of additional processing & fractionation infrastructure (14 facilities currently under construction) Expansion of NGL pipeline and transportation network Northeast Southwest Marcellus Utica Area Dedications: 3.7 million acres Volume Protection: 25% of 2015 capacity contains minimum volume commitments Investment Opportunities: Expansion of rich-gas gathering systems Development of additional processing & fractionation infrastructure (4 facilities currently under construction) Development of additional NGL transportation logistics

MarkWest’s Premier Position Drives Incremental Upside Growth Opportunities 14 Investment Opportunities in Southwest: Expansion in Gulf Coast Development of NGL pipelines and transportation infrastructure Opportunity in other basins Investment Opportunities in Utica & Marcellus: Expansion of dry-gas gathering systems Expansion of Ohio condensate facility Long-haul pipelines, storage, and terminal facilities Developing “Mont Belvieu” capabilities in the region Infrastructure to support ethane cracker development Investment Opportunities in Northeast: Development of additional midstream infrastructure to support the emerging Rogersville Shale

Significant Synergistic Opportunities NGL & Condensate Supply from Marcellus / Utica Producers Gas Processing (Marcellus and Utica) Gas Gathering Condensate Fractionation (Houston and Hopedale) Alkylation and Gasoline Blending East Coast / New York Harbor Midwest Refineries Stabilizer (Ohio Condensate) Cornerstone Pipeline Long Haul Pipeline PDH / BDH Facility Condensate Splitters (Canton & Catlettsburg) Cornerstone and Other Pipelines Potential Partnership Assets MarkWest Existing Infrastructure MPC Existing Infrastructure Canadian Diluents Cornerstone Midwest Refineries Other Strategic Projects Cornerstone and Other Pipelines The combination provides significant vertical integration opportunities between MWE and MPC/MPLX Strategic projects: Cornerstone Pipeline Utica condensate opportunity Alkylation plant 15

Access to Robust Inventory of Drop-downs $1.6 B of MLP-Eligible EBITDA at MPC 59 MMBbL storage (tanks and caverns) 25 rail loading racks and 24 truck loading racks 7 owned and 11 non-owned docks 2 condensate splitter investments 27 owned and 2,183 leased 794 general service; 1,171 high pressure; 245 open-top hoppers ~ 5,400 miles of additional crude and products pipelines Owns, leases or has an ownership interest in these pipelines 0.5% of MPLX Pipe Line Holdings LP Southern Access Extension, Sandpiper and Utica investments 62 light product; ~20 MMBbL storage; 189 loading lanes 18 asphalt; ~5 MMBbL storage; 65 loading lanes 203 owned and 12 leased inland barges; 5.3 MMBbL capacity 18 owned and one leased inland towboats 20 billion gallons of fuels distribution volume Existing MPC and Speedway volumes; ~17 billion gallons refined products Acquisition of Hess’ retail operations added ~3 billion gallons refined products 16 Railcars Pipelines Terminals Marine Refineries Fuels Distribution

Combination Benefits All Equity Owners 17 Very attractive premium of 32% based on 7/10/15 closing price of MPLX units; 30% based on MWE’s 30-day VWAP1 Combined entity will have peer leading distribution growth Cash consideration contributed by MPC largely offsets MWE’s medium-term distribution dilution Strong sponsor enhances access to capital to fund growth projects Fortune 25 company with $35 B enterprise value Investment grade rating and strong free cash flow generation Lower cost of capital has potential to enhance value Provides liquidity and supports MWE's $1.5 B annual capital plan Enhances ability to pursue new commercial opportunities Potential funding source and "incubator" for capital projects Adds new growth platform and increases scale and diversity Industry-leading position in the Marcellus / Utica, which is in MPC / MPLX's “backyard“ Diversifies customer base and enhances relationships with producers MWE brings long-term organic growth profile Complements Utica investments – Cornerstone Pipeline and build-out projects Enhances trading liquidity of MPLX units Supports strategy to grow higher-valued, stable cash flow midstream business Opportunity to capture value through numerous incremental growth projects Expands cash flow profile of general partner MWE MPLX MPC Note: 1 Volume-weighted average price 17

Q&A 18

Appendix 19

Combines a leading natural gas gatherer, processor, and NGL fractionator with a rapidly-growing downstream / logistics company in the crude oil and refined product business MPLX will have marquee position in the Marcellus / Utica "First mover" advantage in other emerging shales Significant opportunities exist on a combined basis to create value Significant Operational Diversification Coupled with Regional Overlap Strategic Highlights > 90% of net operating margin is generated by long-term, fee-based contracts Future organic growth, along with drop-downs, should continue to increase fee-based composition Target distribution coverage of 1.05x – 1.10x MPLX will be managed to support an investment grade credit profile Businesses are primarily fee-based Target leverage of ~4x Debt / Adjusted EBITDA Investment grade sponsor with significant access to low cost of funding Combines two attractive platforms with multiple avenues of distributable cash flow growth Extensive organic growth project profile Affirm 2015 anticipated distribution growth guidance of 29% Combined partnership expects compound annual growth rate in distributions of ≥25% through 2017 and approximately 20% annual distribution growth in years 2018 and 2019 $1.6 B inventory of eligible drop-down EBITDA at MPC Robust Growth Profile Creates 4th largest MLP based on market capitalization Significant operational scale with 6.8 Bcf/d of processing capacity, 379 MBbl/d fractionation capacity, and ~7,600 miles of pipeline Increased Size and Scale Strong Credit Profile Stable Cash Flow 20

Proven Track Record of Delivering Results 56% distribution growth since IPO (22% CAGR) Increased Adjusted EBITDA to $231 MM since IPO3 Executed three drops totaling $1.2 B in consideration MPC underpins fee-based, minimum volume commitment contracts MPC continues to be aligned with, and supportive of, MPLX's growth 264% distribution growth since IPO (11% CAGR) Adjusted EBITDA has grown ~160% from 2010 - 2014 Invested $11.3 B of aggregate capex from 2010 – 2015 YTD 22% CAGR Distribution Since IPO2 Distribution Since IPO1 Notes: 1 CAGR calculation assumes MQD paid in Q1 and Q2 of 2002 and actual distributions paid in Q3 and Q4 of 2002 2 At IPO represents Minimum Quarterly Distribution (MQD) annualized 3 LTM 3/31/15 Adjusted EBITDA 11% CAGR 21 0.2625 0.2725 0.2850 0.2975 0.3125 0.3275 0.3425 0.3575 0.3825 0.4100 0.2000 0.2400 0.2800 0.3200 0.3600 0.4000 0.4400 At IPO 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 $ / Unit 0.62 1.24 1.49 1.62 1.89 2.16 2.51 2.56 2.57 2.86 3.22 3.38 3.54 0.00 0.50 1.00 1.50 2.00 2.50 3.00 3.50 4.00 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 $ / Unit

Increased Size, Diversity and Stability 2015E Growth Capex ($MM) % Net Operating Margin Fee-Based6 MWE Pro Forma MPLX LP Equity Value ($B) Enterprise Value ($B)4 2015E Adjusted EBITDA ($MM)5 Notes: Numbers may not sum due to rounding 1 MPLX at market as of 07/10/15 2 MWE based on transaction consideration. See “Overview of the Transaction” for detail 3 Pro forma MPLX at market and MWE based on transaction consideration less $675 MM cash component 4 MPLX and Pro Forma MPLX Enterprise Values exclude GP equity value 5 MPLX 2015E Adjusted EBITDA does not assume future drop downs from MPC. See appendix for non-GAAP reconciliations 6 Non-GAAP measure calculated as segment revenue less purchased product costs MPLX ~$6 1 ~$6 1 ~$275 $220 ~$16 2 ~$20 2 $925-$1,025 $1,500-$1,900 MarkWest ~$21 3 ~$26 3 $1,720-$2,120 Pro Forma MPLX $1,200-$1,300 100% 88% >90% Net Debt ($B) ~$1 ~$4 ~$5 22

Overview of the Transaction Transaction Summary Transaction is a 100% equity for equity exchange from MPLX's perspective MPLX LP issues common units to MWE unitholders at a fixed exchange ratio of 1.09x Equates to ~217 million new units issued1 MPC contributes $675 MM cash to MPLX to pay additional transaction consideration of $3.37 cash/unit1 to MWE unitholders MPC will also contribute an additional $298 million of cash to MPLX LP to maintain its 2% GP interest MPLX LP expects to assume all cash and debt outstanding at MWE $4.2 B of debt and ~$152 MM of cash No incremental debt will be issued by MPLX or MPC as a result of the merger MPLX intends to maintain a leverage ratio of ~4.0x Debt / Adjusted EBITDA going forward Both MPC and MPLX remain committed to preserving conservative leverage and investment grade credit ratings Implied MWE Valuation Sources and Uses 2 Notes: 1 Estimated, based on approximately 200.1 MM fully-diluted MWE common units outstanding, which includes approximately 8.0 MM MWE Class B units outstanding at close 2 On a fully-diluted basis 23 Equity Consideration: Exchange Ratio 1.09x MPLX LP Unit Price (as of 7/10/15) $69.05 Equity Consideration / Unit $75.26 MWE Units Outstanding 2 200.1 Total Equity Consideration $15,061 Cash Contribution: Cash Contribution by MPC $675 MWE Units Outstanding 2 200.1 Cash Contribution / Unit $3.37 Total Implied Consideration: Consideration / Unit $78.64 Implied MWE Equity Value $15,736 Unit Price as of 7/10/2015 MPLX $69.05 Sources ($ MM) MPLX Equity Issued to MWE $15,061 MPLX Debt Capacity 4,220 MPC Cash Contribution 675 Total Sources $19,956 Uses ($ MM) MWE Equity Acquired $15,061 MWE Debt Rolled to MPLX 4,220 Cash Consideration to MWE 675 Total Uses $19,956

Adjusted EBITDA Reconciliations from Net Income 24 Pro Forma MPLX MWE MPLX ($MM) 2015E 2015E 2015E Net income 200 $ 147 $ 347 $ Less: Net income attributable to MPC-retained interest 1 - 1 Net income attributable to MPLX LP 199 $ 147 $ 346 $ Plus: Net income attributable to MPC-retained interest 1 - 1 Depreciation 54 582 636 Provision for income taxes 1 (11) (10) Non-cash equity-based compensation 1 10 11 Net interest and other financial costs 20 214 234 Unrealized loss (gain) on derivative instruments - 15 15 Adjustment for cash flow from unconsolidated affiliates - 31 31 Impairment expense - 26 26 Adjustment for non-controlling interest of consolidated subsidiaries - (45) (45) Other - 6 6 Adjusted EBITDA 276 $ 975 $ 1,251 $ Less: Adjusted EBITDA attributable to MPC-retained interest 1 - 1 Adjusted EBITDA attributable to MPLX LP 275 $ 975 $ 1,250 $