Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2018shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Phillips 66 Partners LP |
Entity Central Index Key | 1,572,910 |
Trading Symbol | PSXP |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Large Accelerated Filer |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2018 |
Document Fiscal Year Focus | 2,018 |
Document Fiscal Period Focus | Q3 |
Amendment Flag | false |
Entity Common Stock, Shares Outstanding | 123,811,206 |
Entity Emerging Growth Company | false |
Entity Small Business | false |
Consolidated Statement of Incom
Consolidated Statement of Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | [1] | Sep. 30, 2018 | Sep. 30, 2017 | [1] | |
Revenues and Other Income | ||||||
Operating revenues | $ 265 | $ 775 | ||||
Equity in earnings of affiliates | 118 | $ 66 | 316 | $ 147 | ||
Other income | 1 | 0 | 2 | 11 | ||
Total revenues and other income | 384 | 299 | 1,093 | 838 | ||
Costs and Expenses | ||||||
Operating and maintenance expenses | 84 | 86 | 266 | 239 | ||
Depreciation | 30 | 32 | 87 | 88 | ||
General and administrative expenses | 16 | 17 | 48 | 52 | ||
Taxes other than income taxes | 8 | 7 | 27 | 24 | ||
Interest and debt expense | 28 | 24 | 87 | 72 | ||
Other expenses | 1 | 1 | 1 | 1 | ||
Total costs and expenses | 167 | 167 | 516 | 476 | ||
Income before income taxes | 217 | 132 | 577 | 362 | ||
Income tax expense | 0 | 1 | 2 | 2 | ||
Net Income | 217 | 131 | 575 | 360 | ||
Less: Net income attributable to Predecessors | 0 | 32 | 0 | 61 | ||
Net income attributable to the Partnership | 217 | 99 | 575 | 299 | ||
Less: Preferred unitholders’ interest in net income attributable to the Partnership | 9 | 0 | 28 | 0 | ||
Less: General partner’s interest in net income attributable to the Partnership | 64 | 43 | 172 | 112 | ||
Limited partners’ interest in net income attributable to the Partnership | $ 144 | $ 56 | $ 375 | $ 187 | ||
Net Income Attributable to the Partnership Per Limited Partner Unit | ||||||
Cash Distributions Paid Per Limited Partner Unit (in dollars per share) | $ 0.752 | $ 0.615 | $ 2.144 | $ 1.759 | ||
Common Units | ||||||
Net Income Attributable to the Partnership Per Limited Partner Unit | ||||||
Common units—basic (in dollars per share) | 1.17 | 0.51 | 3.06 | 1.72 | ||
Common units—diluted (in dollars per share) | $ 1.10 | $ 0.51 | $ 2.91 | $ 1.72 | ||
Weighted-Average Limited Partner Units Outstanding | ||||||
Common units—basic (in shares) | 123,269,827 | 110,506,000 | 122,362,079 | 109,043,000 | ||
Common units—diluted (in shares) | 137,090,000 | 110,506,000 | 136,182,000 | 109,043,000 | ||
Service | ||||||
Revenues and Other Income | ||||||
Operating revenues | $ 9 | $ 11 | $ 26 | $ 32 | ||
Affiliated Entity | Service | ||||||
Revenues and Other Income | ||||||
Operating revenues | $ 256 | $ 222 | $ 749 | $ 648 | ||
[1] | Prior-period financial information has been retrospectively adjusted for acquisitions of businesses under common control. |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | [1] | Sep. 30, 2018 | Sep. 30, 2017 | [1] | |
Statement of Comprehensive Income [Abstract] | ||||||
Net Income | $ 217 | $ 131 | $ 575 | $ 360 | ||
Defined benefit plans | ||||||
Plan sponsored by equity affiliate, net of tax | 0 | 0 | 0 | 0 | ||
Other comprehensive income | 0 | 0 | 0 | 0 | ||
Comprehensive Income | $ 217 | $ 131 | $ 575 | $ 360 | ||
[1] | Prior-period financial information has been retrospectively adjusted for acquisitions of businesses under common control. |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Assets | ||
Cash and cash equivalents | $ 100 | $ 185 |
Accounts receivable—related parties | 112 | 83 |
Accounts receivable—third parties | 5 | 3 |
Materials and supplies | 12 | 12 |
Prepaid expenses and other current assets | 10 | 9 |
Total current assets | 239 | 292 |
Equity investments | 2,215 | 1,932 |
Net properties, plants and equipment | 2,999 | 2,918 |
Goodwill | 185 | 185 |
Deferred rentals and other assets | 5 | 7 |
Total Assets | 5,643 | 5,334 |
Liabilities | ||
Accounts payable—related parties | 21 | 21 |
Accounts payable—third parties | 99 | 39 |
Accrued property and other taxes | 24 | 15 |
Accrued interest | 32 | 34 |
Short-term debt | 0 | 25 |
Deferred revenues | 60 | 35 |
Other current liabilities | 2 | 2 |
Total current liabilities | 238 | 171 |
Long-term debt | 2,922 | 2,920 |
Asset retirement obligations and accrued environmental costs | 11 | 11 |
Deferred income taxes | 7 | 5 |
Deferred revenues and other liabilities | 22 | 66 |
Total Liabilities | 3,200 | 3,173 |
Equity | ||
General partner—Phillips 66 (2018 and 2017—2,480,051 units issued and outstanding) | (1,320) | (1,345) |
Accumulated other comprehensive loss | (1) | (1) |
Total Equity | 2,443 | 2,161 |
Total Liabilities and Equity | 5,643 | 5,334 |
Public | Preferred Units | ||
Equity | ||
Preferred unitholders (2018 and 2017—13,819,791 units issued and outstanding) | 746 | 746 |
Total Equity | 746 | 746 |
Public | Common Units | ||
Equity | ||
Unitholders | 2,451 | 2,274 |
Total Equity | 2,451 | 2,274 |
Non-public | Common Units | Phillips 66 | ||
Equity | ||
Unitholders | 567 | 487 |
Total Equity | $ 567 | $ 487 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - shares | Sep. 30, 2018 | Dec. 31, 2017 |
General partner—Phillips 66 units issued (in shares) | 2,480,051 | 2,480,051 |
General partner—Phillips 66 units outstanding (in shares) | 2,480,051 | 2,480,051 |
Public | ||
Preferred units, issued (in shares) | 13,819,791 | 13,819,791 |
Preferred units, outstanding (in shares) | 13,819,791 | 13,819,791 |
Common Units | Public | ||
Units issued (in shares) | 55,051,069 | 52,811,822 |
Units outstanding (in shares) | 55,051,069 | 52,811,822 |
Common Units | Non-public | Phillips 66 | ||
Units issued (in shares) | 68,760,137 | 68,760,137 |
Units outstanding (in shares) | 68,760,137 | 68,760,137 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | [1] | |
Cash Flows From Operating Activities | |||
Net income | $ 575 | $ 360 | |
Adjustments to reconcile net income to net cash provided by operating activities | |||
Depreciation | 87 | 88 | |
Undistributed equity earnings | (5) | 0 | |
Deferred revenues and other liabilities | (44) | (2) | |
Other | 5 | 10 | |
Working capital adjustments | |||
Decrease (increase) in accounts receivable | (9) | 13 | |
Decrease (increase) in materials and supplies | 0 | (1) | |
Decrease (increase) in prepaid expenses and other current assets | (1) | 2 | |
Increase (decrease) in accounts payable | 8 | 0 | |
Increase (decrease) in accrued interest | (2) | 2 | |
Increase (decrease) in deferred revenues | 29 | 11 | |
Increase (decrease) in other accruals | 9 | 3 | |
Net Cash Provided by Operating Activities | 652 | 486 | |
Cash Flows From Investing Activities | |||
Restricted cash received from combination of business | 0 | 318 | |
Collection of loan receivable | 0 | 8 | |
Cash capital expenditures and investments | (410) | (308) | |
Return of investment from equity affiliates | 28 | 32 | |
Net Cash Provided by (Used in) Investing Activities | (382) | 50 | |
Cash Flows From Financing Activities | |||
Net contributions to Phillips 66 from Predecessors | 0 | (178) | |
Issuance of debt | 85 | 1,383 | |
Repayment of debt | (110) | (1,641) | |
Issuance of common units | 114 | 171 | |
Other cash contributions from Phillips 66 | 0 | 16 | |
Net Cash Used in Financing Activities | (355) | (536) | |
Net Change in Cash, Cash Equivalents and Restricted Cash | (85) | 0 | |
Cash, cash equivalents and restricted cash at beginning of period | 185 | 2 | |
Cash, Cash Equivalents and Restricted Cash at End of Period | 100 | 2 | |
Public | Preferred Units | |||
Cash Flows From Financing Activities | |||
Quarterly distributions to unitholders | (28) | 0 | |
Public | Common Units | |||
Cash Flows From Financing Activities | |||
Quarterly distributions to unitholders | (114) | (78) | |
General Partner | |||
Cash Flows From Financing Activities | |||
Quarterly distributions to unitholders | (155) | (96) | |
Phillips 66 | Non-public | Common Units | |||
Cash Flows From Financing Activities | |||
Quarterly distributions to unitholders | $ (147) | $ (113) | |
[1] | Prior-period financial information has been retrospectively adjusted for acquisitions of businesses under common control. |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - USD ($) $ in Millions | Total | General Partner | Preferred UnitsPublic | Common UnitsPublic | Common UnitsNon-publicPhillips 66 | Accum. Other Comprehensive Loss | Net Investment— Predecessors | |||
Beginning Balance at Dec. 31, 2016 | $ 1,566 | $ (704) | $ 0 | $ 1,795 | $ 476 | $ (1) | $ 0 | [1] | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income attributable to Predecessors | [1] | 61 | 61 | |||||||
Net contributions from Phillips 66—Predecessors | 664 | 664 | [1] | |||||||
Issuance of common units | 171 | 171 | ||||||||
Net income attributable to the Partnership | 299 | [1] | 112 | 78 | 109 | |||||
Quarterly cash distributions to unitholders and General Partner | (287) | (96) | (78) | (113) | ||||||
Other contributions from Phillips 66 | 26 | 26 | ||||||||
Ending Balance at Sep. 30, 2017 | [1] | $ 2,500 | $ (662) | $ 0 | $ 1,966 | $ 472 | (1) | 725 | ||
Beginning balance, Units (in shares) at Dec. 31, 2016 | 109,369,312 | 2,187,386 | 0 | 43,134,902 | 64,047,024 | |||||
Units Outstanding [Roll Forward] | ||||||||||
Units issued in public equity offerings (in shares) | 3,323,576 | 3,323,576 | ||||||||
Ending balance, Units (in shares) at Sep. 30, 2017 | 112,692,888 | 2,187,386 | 0 | 46,458,478 | 64,047,024 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Cumulative effect of accounting change | $ 30 | $ 1 | $ 13 | $ 16 | ||||||
Beginning Balance at Dec. 31, 2017 | 2,161 | (1,345) | $ 746 | 2,274 | 487 | (1) | 0 | [1] | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income attributable to Predecessors | 0 | |||||||||
Issuance of common units | 114 | 114 | ||||||||
Net income attributable to the Partnership | 575 | 172 | 28 | 164 | 211 | 0 | ||||
Quarterly cash distributions to unitholders and General Partner | (444) | (155) | (28) | (114) | (147) | |||||
Other contributions from Phillips 66 | 7 | 7 | ||||||||
Ending Balance at Sep. 30, 2018 | $ 2,443 | $ (1,320) | $ 746 | $ 2,451 | $ 567 | $ (1) | $ 0 | [1] | ||
Beginning balance, Units (in shares) at Dec. 31, 2017 | 137,871,801 | 2,480,051 | 13,819,791 | 52,811,822 | 68,760,137 | |||||
Units Outstanding [Roll Forward] | ||||||||||
Units issued in public equity offerings (in shares) | 2,239,247 | 2,239,247 | ||||||||
Ending balance, Units (in shares) at Sep. 30, 2018 | 140,111,048 | 2,480,051 | 13,819,791 | 55,051,069 | 68,760,137 | |||||
[1] | Prior-period financial information has been retrospectively adjusted for acquisitions of businesses under common control. |
Business and Basis of Presentat
Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Business and Basis of Presentation [Abstract] | |
Business and Basis of Presentation | Business and Basis of Presentation Unless otherwise stated or the context otherwise indicates, all references to “Phillips 66 Partners,” “the Partnership,” “us,” “our,” “we,” or similar expressions refer to Phillips 66 Partners LP, including its consolidated subsidiaries. References to Phillips 66 may refer to Phillips 66 and/or its subsidiaries, depending on the context. References to our “General Partner” refer to Phillips 66 Partners GP LLC, and references to Phillips 66 PDI refer to Phillips 66 Project Development Inc., the Phillips 66 subsidiary that holds a limited partner interest in us and wholly owns our General Partner. Description of the Business We are a growth-oriented master limited partnership formed to own, operate, develop and acquire primarily fee-based crude oil, refined petroleum products and natural gas liquids (NGL) pipelines, terminals and other midstream assets. Our common units trade on the New York Stock Exchange under the symbol PSXP. Our operations consist of crude oil, refined petroleum products and NGL transportation, processing, terminaling and storage assets. We conduct our operations through both wholly owned and joint venture operations. The majority of our wholly owned assets are associated with, and are integral to the operation of, nine of Phillips 66’s owned or joint venture refineries. We primarily generate revenue by providing fee-based transportation, terminaling, processing, storage and NGL fractionation services to Phillips 66 and other customers. Our equity affiliates primarily generate revenue from transporting and terminaling NGL, refined petroleum products and crude oil. Since we do not own any of the NGL, crude oil and refined petroleum products we handle and do not engage in the trading of NGL, crude oil and refined petroleum products, we have limited direct exposure to risks associated with fluctuating commodity prices, although these risks indirectly influence our activities and results of operations over the long term. Basis of Presentation We have acquired assets from Phillips 66 that were considered transfers of businesses between entities under common control. This required the transactions to be accounted for as if the transfers had occurred at the beginning of the transfer period, with prior periods retrospectively adjusted to furnish comparative information. Accordingly, the accompanying financial statements and related notes have been retrospectively adjusted to include the historical results and financial position of the acquired businesses prior to the effective date of each acquisition. We refer to these pre-acquisition operations as those of our “Predecessors.” The combined financial statements of our Predecessors were derived from the accounting records of Phillips 66 and reflect the combined historical results of operations, financial position and cash flows of our Predecessors as if such businesses had been combined for all periods presented. All intercompany transactions and accounts within our Predecessors have been eliminated. The assets and liabilities of our Predecessors in these financial statements have been reflected on a historical cost basis because the transfer of the Predecessors to us occurred within the Phillips 66 consolidated group. The consolidated statement of income also includes expense allocations for certain functions performed by Phillips 66, including operational support services such as engineering and logistics and allocations of general corporate expenses related to executive oversight, accounting, treasury, tax, legal, information technology and procurement. These allocations were based primarily on the relative carrying values of properties, plants and equipment and equity-method investments, or number of terminals and pipeline miles, and secondarily on activity-based cost allocations. Our management believes the assumptions underlying the allocation of expenses from Phillips 66 are reasonable. Nevertheless, the financial results of our Predecessors may not include all of the actual expenses that would have been incurred had our Predecessors been a stand-alone publicly traded partnership during the periods presented. |
Interim Financial Information
Interim Financial Information | 9 Months Ended |
Sep. 30, 2018 | |
Interim Financial Information [Abstract] | |
Interim Financial Information | Interim Financial Information The interim financial information presented in the financial statements included in this report is unaudited and includes all known accruals and adjustments necessary, in the opinion of management, for a fair presentation of our financial position, results of operations and cash flows for the periods presented. Unless otherwise specified, all such adjustments are of a normal and recurring nature. Certain notes and other information have been condensed or omitted from the interim financial statements included in this report. Therefore, these interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our 2017 Annual Report on Form 10-K. The results of operations for the three and nine months ended September 30, 2018 , are not necessarily indicative of the results to be expected for the full year. |
Changes in Accounting Principle
Changes in Accounting Principles | 9 Months Ended |
Sep. 30, 2018 | |
Changes in Accounting Principles [Abstract] | |
Changes in Accounting Principles | Changes in Accounting Principles Effective January 1, 2018, we adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” which clarifies the definition of a business with the objective of adding guidance to assist in evaluating whether transactions should be accounted for as acquisitions of assets or businesses. The amendment provides a screen for determining when a transaction involves an acquisition of a business. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or a group of similar identifiable assets, then the screen is met and the transaction is not considered an acquisition of a business. If the screen is not met, the amendment requires that to be considered a business, the operation must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create an output. The guidance may reduce the number of future transactions accounted for as business acquisitions. At the time of adoption, this ASU had no impact on our consolidated financial statements. Effective January 1, 2018, we adopted ASU No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The majority of this ASU’s provisions amend only the presentation or disclosures of financial instruments; however, one provision could also affect net income. Equity investments reported under the cost method or the lower of cost or fair value method of accounting, in accordance with previous U.S. generally accepted accounting principles (GAAP), are now reported at fair value with changes in fair value recognized in net income. For equity investments that do not have readily determinable fair values, we elected to carry such investments at cost less impairments, if any, adjusted up or down for price changes in similar financial instruments issued by the investee, when and if observed. At the time of adoption, this ASU had no material impact on our consolidated financial statements. Effective January 1, 2018, we adopted ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” using the modified retrospective transition method applied to all contracts. Under the new revenue recognition guidance, recognition of revenue involves a multiple step approach including: (i) identifying the contract with the customer, (ii) identifying the separate performance obligations, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations and (v) recognizing the revenue as the performance obligations are satisfied. Additional disclosures are required to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In addition, all but one of our equity-method investees adopted ASU No. 2014-09 as of January 1, 2018. The remaining equity method investee will adopt this ASU in 2019. We recorded a noncash cumulative effect adjustment of $30 million to increase the opening balance of our equity as of January 1, 2018. This adjustment reflected amounts recorded by us and our equity-method investees related to the acceleration of revenue recognition on certain minimum volume commitment contracts with recovery provisions. Certain agreements for transportation, terminaling and fractionation services with Phillips 66 are considered operating leases under FASB Accounting Standards Codification (ASC) 840, “Leases.” We identified the separate lease and service elements of our revenue under these operating leases and applied ASU No. 2014-09 only to the service element, while the lease element continued to be accounted for under A SC 840 . See Note 9— Operating Revenues , for additional information. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Gray Oak Pipeline Project Acquisition In April 2018, we entered into a Purchase and Sale Agreement with Phillips 66 PDI to acquire its 100 percent interest in Gray Oak Holdings LLC, a limited liability company that, at that time, owned a 100 percent interest in Gray Oak Pipeline, LLC (Gray Oak LLC), an entity formed to develop and construct the Gray Oak Pipeline system. Under common control accounting, we considered the cash consideration paid of approximately $3 million to be a reimbursement of Phillips 66 PDI’s previously incurred costs, and expensed this amount to “General and administrative expenses” in the second quarter of 2018. At September 30, 2018 , another party has the right, but not the obligation, to acquire up to a 35 percent interest in Gray Oak Holdings LLC. Subject to certain conditions, the option expires on November 30, 2018. See Note 5— Equity Investments , for additional information on Gray Oak LLC, including our variable interest entity assessment. Bakken Pipeline/MSLP Acquisition In September 2017, we entered into a Contribution, Conveyance and Assumption Agreement with subsidiaries of Phillips 66 to acquire a 25 percent interest in each of Dakota Access, LLC (Dakota Access) and Energy Transfer Crude Oil Company, LLC (ETCO), together referred to as the Bakken Pipeline, and a 100 percent interest in Merey Sweeny, L.P. (MSLP). Collectively, the assets acquired in the acquisition are referred to as the Bakken Pipeline/MSLP Acquisition. We paid Phillips 66 total consideration of $1.65 billion , consisting of $372 million in cash, the assumption of $588 million of promissory notes payable to Phillips 66 and a $450 million term loan under which Phillips 66 was the obligor, and the issuance of 4,713,113 common units to Phillips 66 PDI and 292,665 general partner units to our General Partner to maintain its 2 percent general partner interest. The Bakken Pipeline/MSLP Acquisition closed in October 2017. In connection with the Bakken Pipeline/MSLP Acquisition, we entered into commercial agreements with Phillips 66 and amended the omnibus and operational services agreements with Phillips 66. See Note 13— Related Party Transactions for additional information on our commercial and other agreements with Phillips 66. Pursuant to the tolling services agreement entered into with Phillips 66 and related to MSLP operations, we received $ 53 million from Phillips 66 for the prepayment of services related to MSLP’s next scheduled maintenance turnaround, which was recorded as deferred revenue in our consolidated balance sheet as of the acquisition date. Common Control Transactions The Bakken Pipeline/MSLP Acquisition was considered a transfer of businesses between entities under common control, and therefore the related acquired assets were transferred at historical carrying value. The aggregate net book value of the underlying acquired assets in the Bakken Pipeline/MSLP Acquisition, at the time of acquisition, was $729 million . Because the Bakken Pipeline/MSLP Acquisition was a common control transaction in which we acquired a business, our historical financial statements were retrospectively adjusted to reflect the results of operations, financial position, and cash flows of the acquired assets as if we owned the acquired assets for the period from February 1, 2017, through October 5, 2017. For periods prior to February 1, 2017, both the Bakken Pipeline and MSLP investments were accounted for under the equity method of accounting by Phillips 66 and, thus, were not subject to retrospective adjustments. The following tables present our results of operations and cash flows giving effect to the Bakken Pipeline/MSLP Acquisition. The second column in both tables presents the retrospective adjustments made to our historical financial information for the acquired assets prior to the effective date of the acquisition. The third column in both tables presents our consolidated financial information as retrospectively adjusted. Millions of Dollars Three Months Ended September 30, 2017 Consolidated Statement of Income Phillips 66 Acquired Bakken Pipeline/MSLP Predecessor Consolidated Revenues and Other Income Operating revenues—related parties $ 193 29 222 Operating revenues—third parties 11 — 11 Equity in earnings of affiliates 41 25 66 Total revenues and other income 245 54 299 Costs and Expenses Operating and maintenance expenses 69 17 86 Depreciation 30 2 32 General and administrative expenses 16 1 17 Taxes other than income taxes 7 — 7 Interest and debt expense 23 1 24 Other expenses 1 — 1 Total costs and expenses 146 21 167 Income before income taxes 99 33 132 Income tax expense — 1 1 Net income 99 32 131 Less: Net income attributable to Predecessors — 32 32 Net income attributable to the Partnership 99 — 99 Less: General partner’s interest in net income attributable to the Partnership 43 — 43 Limited partners’ interest in net income attributable to the Partnership $ 56 — 56 Millions of Dollars Nine Months Ended September 30, 2017 Consolidated Statement of Income Phillips 66 Acquired Bakken Pipeline/MSLP Predecessor Consolidated Revenues and Other Income Operating revenues—related parties $ 563 85 648 Operating revenues—third parties 32 — 32 Equity in earnings of affiliates 111 36 147 Other income 7 4 11 Total revenues and other income 713 125 838 Costs and Expenses Operating and maintenance expenses 188 51 239 Depreciation 82 6 88 General and administrative expenses 48 4 52 Taxes other than income taxes 23 1 24 Interest and debt expense 71 1 72 Other expenses 1 — 1 Total costs and expenses 413 63 476 Income before income taxes 300 62 362 Income tax expense 1 1 2 Net income 299 61 360 Less: Net income attributable to Predecessors — 61 61 Net income attributable to the Partnership 299 — 299 Less: General partner’s interest in net income attributable to the Partnership 112 — 112 Limited partners’ interest in net income attributable to the Partnership $ 187 — 187 Millions of Dollars Nine Months Ended September 30, 2017 Phillips 66 Acquired Bakken Pipeline/MSLP Predecessor Consolidated Cash Flows From Operating Activities Net income $ 299 61 360 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 82 6 88 Undistributed equity earnings 2 (2 ) — Deferred revenues and other liabilities (2 ) — (2 ) Other 10 — 10 Working capital adjustments Decrease (increase) in accounts receivable 13 — 13 Decrease (increase) in materials and supplies (1 ) — (1 ) Decrease (increase) in prepaid expenses and other current assets 1 1 2 Increase (decrease) in accounts payable — — — Increase (decrease) in accrued interest 3 (1 ) 2 Increase (decrease) in deferred revenues 11 — 11 Increase (decrease) in other accruals 4 (1 ) 3 Net Cash Provided by Operating Activities 422 64 486 Cash Flows From Investing Activities Restricted cash received from combination of business — 318 318 Collection of loan receivable — 8 8 Cash capital expenditures and investments (227 ) (81 ) (308 ) Return of investment from equity affiliates 28 4 32 Net Cash Provided by (Used in) Investing Activities (199 ) 249 50 Cash Flows From Financing Activities Net contributions to Phillips 66 from Predecessors — (178 ) (178 ) Issuance of debt 1,383 — 1,383 Repayment of debt (1,506 ) (135 ) (1,641 ) Issuance of common units 171 — 171 Quarterly distributions to common unitholders—public (78 ) — (78 ) Quarterly distributions to common unitholder—Phillips 66 (113 ) — (113 ) Quarterly distributions to General Partner—Phillips 66 (96 ) — (96 ) Other cash contributions from Phillips 66 16 — 16 Net Cash Used in Financing Activities (223 ) (313 ) (536 ) Net Change in Cash, Cash Equivalents and Restricted Cash — — — Cash, cash equivalents and restricted cash at beginning of period 2 — 2 Cash, Cash Equivalents and Restricted Cash at End of Period $ 2 — 2 |
Equity Investments
Equity Investments | 9 Months Ended |
Sep. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investments | Equity Investments Gray Oak Pipeline As discussed in Note 4— Acquisitions , in April 2018, we acquired Phillips 66 PDI’s then 100 percent interest in Gray Oak LLC. Gray Oak LLC is developing and constructing the Gray Oak Pipeline system which, upon completion, will provide crude oil transportation from the Permian Basin and Eagle Ford to destinations in the Corpus Christi and Freeport markets on the Texas Gulf Coast. The pipeline is expected to be placed in service by the end of 2019. In April 2018, a co-venturer acquired a 25 percent interest in Gray Oak LLC, along with sufficient voting rights over key governance provisions such that we no longer could assert control over Gray Oak LLC. At that time, we began using the equity method of accounting for our investment in Gray Oak LLC. At September 30, 2018 , another party has the option to acquire a 10 percent interest in Gray Oak LLC. Subject to certain conditions, including extension by mutual agreement of the parties, the option expires on November 3, 2018. Gray Oak LLC is considered a variable interest entity because it does not have sufficient equity at risk to fully fund the construction of all assets required for principal operations. We have determined we are not the primary beneficiary because we and our co-venturer jointly direct the activities of the Gray Oak Pipeline that most significantly impact economic performance. At September 30, 2018 , our maximum exposure to loss was $72 million , which represented the aggregate book value of our equity investment in Gray Oak LLC. South Texas Gateway Terminal In April 2018, we acquired a 25 percent interest in the South Texas Gateway Terminal under development by Buckeye Partners, L.P. This marine terminal will connect to the Gray Oak Pipeline in Corpus Christi, Texas, and will have an initial storage capacity of 3.4 million barrels. The terminal is expected to begin operations by the end of 2019. South Texas Gateway Terminal LLC is considered a variable interest entity because it does not have sufficient equity at risk to fully fund the construction of all assets required for principal operations. We have determined we are not the primary beneficiary because we and our co-venturers jointly direct the activities of the terminal that most significantly impact economic performance. At September 30, 2018 , our maximum exposure to loss was $16 million , which represented the aggregate book value of our equity investment in South Texas Gateway Terminal LLC. The following table summarizes the carrying value of our equity investments. Millions of Dollars Percentage Ownership September 30 December 31 Bakken Pipeline 25.00 % $ 612 621 Bayou Bridge Pipeline, LLC (Bayou Bridge) 40.00 266 173 DCP Sand Hills Pipeline, LLC (Sand Hills) 33.34 591 515 DCP Southern Hills Pipeline, LLC (Southern Hills) 33.34 208 209 Explorer Pipeline Company (Explorer) 21.94 120 118 Gray Oak Pipeline, LLC (Gray Oak) 75.00 72 — Paradigm Pipeline LLC (Paradigm) 50.00 145 131 Phillips 66 Partners Terminal LLC (Phillips 66 Partners Terminal) 70.00 71 53 South Texas Gateway Terminal LLC (South Texas Gateway Terminal) 25.00 16 — STACK Pipeline LLC (STACK) 50.00 114 112 Total equity investments $ 2,215 1,932 Earnings (losses) from our equity investments were as follows: Millions of Dollars Three Months Ended Nine Months Ended 2018 2017 2018 2017 Bakken Pipeline $ 48 25 119 36 Bayou Bridge 2 4 10 8 Explorer 11 7 35 18 Gray Oak — — — — Paradigm 2 (1 ) 6 (2 ) Phillips 66 Partners Terminal 6 2 21 5 Sand Hills 34 21 90 58 South Texas Gateway Terminal — — — — Southern Hills 12 6 28 20 STACK 3 2 7 4 Total equity in earnings of affiliates $ 118 66 316 147 |
Properties, Plants and Equipmen
Properties, Plants and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Properties, Plants and Equipment | Properties, Plants and Equipment Our investment in properties, plants and equipment (PP&E), with the associated accumulated depreciation, was: Millions of Dollars September 30 December 31 Land $ 19 19 Buildings and improvements 89 88 Pipelines and related assets * 1,387 1,372 Terminals and related assets * 702 671 Rail racks and related assets * 137 137 Processing and related assets * 842 837 Caverns and related assets * 584 583 Construction-in-progress 160 47 Gross PP&E 3,920 3,754 Less: Accumulated depreciation 921 836 Net PP&E $ 2,999 2,918 *Assets for which we are the lessor. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt Millions of Dollars September 30 December 31 2.646% Senior Notes due 2020 $ 300 300 3.605% Senior Notes due 2025 500 500 3.550% Senior Notes due 2026 500 500 3.750% Senior Notes due 2028 500 500 4.680% Senior Notes due 2045 450 450 4.900% Senior Notes due 2046 625 625 Tax-exempt bonds at 1.86% and 1.94% at September 30, 2018, and December 31, 2017, respectively 75 100 Total 2,950 2,975 Net unamortized discounts and debt issuance costs (28 ) (30 ) Total debt 2,922 2,945 Less: Short-term debt — 25 Long-term debt $ 2,922 2,920 The fair value of our fixed-rate and floating-rate debt is estimated based on observable market prices and is classified in level 2 of the fair value hierarchy. The fair value of our fixed-rate debt amounted to $2,765 million and $2,918 million at September 30, 2018 , and December 31, 2017 , respectively. The fair value of our floating-rate debt approximated carrying value of $75 million and $100 million at September 30, 2018 , and December 31, 2017 , respectively. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Equity | Equity Our initial $250 million continuous offering of common units, or at-the-market (ATM) program, was completed in June 2018. At that time, we commenced issuing common units under our second $250 million ATM program. For the three and nine months ended September 30, 2018 , on a settlement date basis, we had issued an aggregate of 898,313 and 2,239,247 common units under our ATM programs, generating net proceeds of $47 million and $114 million , respectively. For the three months ended September 30, 2017 , we did not issue any common units under our ATM program. For the nine months ended, September 30, 2017 , on a settlement date basis, we had issued an aggregate of 3,323,576 common units under our ATM programs, generating net proceeds of $171 million . Since inception through September 30, 2018 , we had issued an aggregate of 5,958,115 common units under our ATM programs, generating net proceeds of $306 million . The net proceeds from sales under the ATM programs are used for general partnership purposes, which may include debt repayment, acquisitions, capital expenditures and additions to working capital. |
Operating Revenues
Operating Revenues | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Operating Revenues | Operating Revenues Revenues are primarily recognized for pipeline transportation, terminaling, storage, processing and fractionation services generated under long-term agreements. A significant portion of our revenues are derived from Phillips 66. The majority of our agreements for transportation, terminaling, storage, processing and fractionation services with Phillips 66 are considered operating leases under GAAP. As part of our adoption of ASU No. 2014-09, we applied the new revenue recognition standard only to the service element of these operating leases. The separation of the lease and service elements was based on an analysis of service-related and lease-related costs for each contract, adjusted for representative profit margins. The lease element continues to be accounted for under lease accounting standards. Revenues from fixed minimum volume commitments are recognized over the performance obligation period for stand-ready service contracts. Revenues from the variable element of these stand-ready contracts and other contracts without fixed elements are recognized based on the actual volumes transported, stored, processed and fractionated at contractual rates because the actual volumes specifically relate to our efforts to transfer the distinct services. Generally, our services are billed and payments are received on a monthly basis. Disaggregated Revenues Total operating revenues disaggregated by type of service were as follows: Millions of Dollars Three Months Ended Nine Months Ended 2018 2018 Pipelines $ 123 336 Terminals 37 114 Storage, processing and other revenues 105 325 Total operating revenues $ 265 775 During the three and nine months ended September 30, 2018 , lease revenues were $159 million and $446 million , respectively, and service revenues were $106 million and $329 million , respectively. Lease and service revenues were recorded in the “Operating revenues—related parties” and “Operating revenues—third parties” lines on our consolidated statement of income. Contract-Related Assets and Liabilities At September 30, 2018 , and January 1, 2018, lease receivables were $51 million and $49 million , respectively, and service receivables were $44 million and $37 million , respectively. Our contract liabilities primarily represent payments from our customers, mainly Phillips 66, for volume throughput less than the contractually required minimum throughput volumes. These deficiency payments are deferred and recognized at the earlier of the period in which our customers make up the shortfall volumes or when it is probable our customers will not make up the shortfall volumes prior to the expiration of the contractual make-up period. Our contract liabilities are included in the “Deferred revenues” and “Deferred revenues and other liabilities” lines on our consolidated balance sheet. At September 30, 2018 , and January 1, 2018, total deferred revenues were $78 million and $93 million , respectively, of which $6 million and $13 million , respectively, were contract liabilities related to the service element. Service-related revenues recognized during the three and nine months ended September 30, 2018 , that were included in the contract liability balance at January 1, 2018, were $1 million and $10 million , respectively. For the three and nine months ended September 30, 2018 , there were no material differences between the amount that we recognized as revenues relating to minimum throughput deficiency payments compared to the amount that would have been recognized prior to the adoption of the new revenue recognition standard. Remaining Performance Obligations We typically have long-term contracts with our customers, most of which have original durations of up to 15 years. The average remaining duration of these contracts is eight years. At September 30, 2018 , future revenues expected to be recognized for the fixed component of the transaction price of our remaining performance obligations from contracts with our customers with an original expected duration of greater than one year were: Millions of Dollars Remainder of 2018 $ 192 2019 758 2020 755 2021 744 2022 732 Remaining years 3,049 Total future operating revenues* $ 6,230 *Includes $3.4 billion of future lease revenues from agreements with Phillips 66. For the remaining performance obligation, we applied the exemption for variable prices allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer distinct goods or service as part of a performance obligation. |
Net Income Per Limited Partner
Net Income Per Limited Partner Unit | 9 Months Ended |
Sep. 30, 2018 | |
Partners' Capital Notes [Abstract] | |
Net Income Per Limited Partner Unit | Net Income Per Limited Partner Unit Net income per limited partner unit applicable to common units is computed by dividing the limited partners’ interest in net income attributable to the Partnership by the weighted-average number of common units outstanding for the period. Because we have more than one class of participating securities, we use the two-class method to calculate the net income per unit applicable to the limited partners. As of September 30, 2018 , the classes of participating securities included common units, general partner units and incentive distribution rights (IDRs). For the three and nine months ended September 30, 2018 , our preferred units are potentially dilutive securities and were dilutive to net income per limited partner unit. For the three and nine months ended September 30, 2017 , basic and diluted net income per limited partner unit are the same because we did not have potentially dilutive common units outstanding. Net income earned by the Partnership is allocated between the limited partners and the General Partner (including the General Partner’s IDRs) in accordance with our partnership agreement, after giving effect to priority income allocations to the holders of the preferred units. First, earnings are allocated based on actual cash distributions declared to our unitholders, including those attributable to the General Partner’s IDRs. To the extent net income attributable to the Partnership exceeds or is less than cash distributions, this difference is allocated based on the unitholders’ respective ownership percentages, after consideration of any priority allocations of earnings. For the diluted net income per limited partner unit calculation, the preferred units are assumed to be converted at the beginning of the period into common limited partner units on a one-for-one basis, and the distribution formula for available cash in our partnership agreement is recalculated, using the original available cash amount increased only for the preferred distributions which would not have been paid after conversion. When our financial statements are retrospectively adjusted after a dropdown transaction, the earnings of the acquired business, prior to the closing of the transaction, are allocated entirely to our General Partner and presented as net income (loss) attributable to Predecessors. The earnings per unit of our limited partners prior to the close of the transaction do not change as a result of a dropdown transaction. After the closing of a dropdown transaction, the earnings of the acquired business are allocated in accordance with our partnership agreement as previously described. Millions of Dollars Three Months Ended September 30 Nine Months Ended September 30 2018 2017 2018 2017 Net income attributable to the Partnership $ 217 99 575 299 Less: General partner’s distribution declared (including IDRs)* 61 43 169 111 Limited partners’ distributions declared on preferred units* 9 — 28 — Limited partners’ distribution declared on common units* 99 78 278 209 Distributions less than (more than) net income attributable to the Partnership $ 48 (22 ) 100 (21 ) *Distribution declared attributable to the indicated periods. Limited Partners’ Common Units General Partner (including IDRs) Limited Partners’ Preferred Units Total Three Months Ended September 30, 2018 Net income attributable to the Partnership (millions) : Distribution declared $ 99 61 9 169 Distributions less than net income attributable to the Partnership 45 3 — 48 Net income attributable to the Partnership (basic) 144 64 9 217 Dilutive effect of preferred units* 7 Net income attributable to the Partnership (diluted) $ 151 Weighted-average units outstanding—basic 123,269,827 Dilutive effect of preferred units* 13,819,791 Weighted-average units outstanding—diluted 137,089,618 Net income attributable to the Partnership per limited partner unit—basic (dollars) $ 1.17 Net income attributable to the Partnership per limited partner unit—diluted (dollars) 1.10 Three Months Ended September 30, 2017 Net income attributable to the Partnership (millions) : Distribution declared $ 78 43 — 121 Distributions more than net income attributable to the Partnership (22 ) — — (22 ) Net income attributable to the Partnership $ 56 43 — 99 Weighted-average units outstanding—basic and diluted 110,505,502 Net income per limited partner unit—basic and diluted (dollars) $ 0.51 * The dilutive effect of preferred units assumes the reallocation of net income to the limited and general partners, including a reallocation associated with IDRs, pursuant to the available cash formula in the partnership agreement. Limited Partners’ Common Units General Partner (including IDRs) Limited Partners’ Preferred Units Total Nine Months Ended September 30, 2018 Net income attributable to the Partnership (millions) : Distribution declared $ 278 169 28 475 Distributions less than net income attributable to the Partnership 97 3 — 100 Net income attributable to the Partnership (basic) 375 172 28 575 Dilutive effect of preferred units* 21 Net income attributable to the Partnership (diluted) $ 396 Weighted-average units outstanding—basic 122,362,079 Dilutive effect of preferred units* 13,819,791 Weighted-average units outstanding—diluted 136,181,870 Net income attributable to the Partnership per limited partner unit—basic (dollars) $ 3.06 Net income attributable to the Partnership per limited partner unit—diluted (dollars) 2.91 Nine Months Ended September 30, 2017 Net income attributable to the Partnership (millions) : Distribution declared $ 209 111 — 320 Distributions less than (more than) net income attributable to the Partnership (22 ) 1 — (21 ) Net income attributable to the Partnership $ 187 112 — 299 Weighted-average units outstanding—basic and diluted 109,042,961 Net income attributable to the Partnership per limited partner unit—basic and dilutive (dollars) $ 1.72 * The dilutive effect of preferred units assumes the reallocation of net income to the limited and general partners, including a reallocation associated with IDRs, pursuant to the available cash formula in the partnership agreement. On October 17, 2018 , the Board of Directors of our General Partner declared a quarterly cash distribution of $0.792 per common unit attributable to the third quarter of 2018 . This distribution is payable November 13, 2018 , to unitholders of record as of October 31, 2018 . |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Contingencies [Abstract] | |
Contingencies | Contingencies From time to time, lawsuits involving a variety of claims that arise in the ordinary course of business are filed against us. We also may be required to remove or mitigate the effects on the environment of the placement, storage, disposal or release of certain chemical, mineral and petroleum substances at various sites. We regularly assess the need for accounting recognition or disclosure of these contingencies. In the case of all known contingencies (other than those related to income taxes), we accrue a liability when the loss is probable and the amount is reasonably estimable. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. We do not reduce these liabilities for potential insurance or third-party recoveries. If applicable, we accrue receivables for probable insurance or other third-party recoveries. In the case of income-tax-related contingencies, we use a cumulative probability-weighted loss accrual in cases where sustaining a tax position is less than certain. Based on currently available information, we believe it is remote that future costs related to known contingent liability exposures will exceed current accruals by an amount that would have a material adverse impact on our consolidated financial statements. As we learn new facts concerning contingencies, we reassess our position both with respect to accrued liabilities and other potential exposures. Estimates particularly sensitive to future changes include any contingent liabilities recorded for environmental remediation, tax and legal matters. Estimated future environmental remediation costs are subject to change due to such factors as the uncertain magnitude of cleanup costs, the unknown time and extent of such remedial actions that may be required, and the determination of our liability in proportion to that of other potentially responsible parties. Estimated future costs related to tax and legal matters are subject to change as events evolve and as additional information becomes available during the administrative and litigation processes. Environmental We are subject to federal, state and local environmental laws and regulations. We record accruals for contingent environmental liabilities based on management’s best estimates, using all information that is available at the time. We measure estimates and base liabilities on currently available facts, existing technology, and presently enacted laws and regulations, taking into account stakeholder and business considerations. When measuring environmental liabilities, we also consider our prior experience in remediation of contaminated sites, other companies’ cleanup experience, and data released by the U.S. Environmental Protection Agency or other organizations. We consider unasserted claims in our determination of environmental liabilities, and we accrue them in the period they are both probable and reasonably estimable. In the future, we may be involved in additional environmental assessments, cleanups and proceedings. Legal Proceedings Under our amended omnibus agreement, Phillips 66 provides certain services for our benefit, including legal support services, and we pay an operational and administrative support fee for these services. Phillips 66’s legal organization applies its knowledge, experience and professional judgment to the specific characteristics of our cases, employing a litigation management process to manage and monitor the legal proceedings against us. The process facilitates the early evaluation and quantification of potential exposures in individual cases and enables tracking of those cases that have been scheduled for trial and/or mediation. Based on professional judgment and experience in using these litigation management tools and available information about current developments in all our cases, Phillips 66’s legal organization regularly assesses the adequacy of current accruals and determines if adjustment of existing accruals, or establishment of new accruals, is required. As of September 30, 2018 , and December 31, 2017 , we did not have any material accrued contingent liabilities associated with litigation matters. Indemnification and Excluded Liabilities Under our amended omnibus agreement and pursuant to the terms of various agreements under which we acquired assets from Phillips 66, Phillips 66 will indemnify us, or assume responsibility, for certain environmental liabilities, tax liabilities, litigation and any other liabilities attributable to the ownership or operation of the assets contributed to us and that arose prior to the effective date of each acquisition. These indemnifications and exclusions from liability have, in some cases, time limits, dollar limits and deductibles. When Phillips 66 performs under any of these indemnifications or exclusions from liability, we recognize noncash expenses and associated noncash capital contributions from our General Partner, as these are considered liabilities paid for by a principal unitholder. |
Cash Flow Information
Cash Flow Information | 9 Months Ended |
Sep. 30, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Cash Flow Information | Cash Flow Information Capital Expenditures and Investments Our capital expenditures and investments consisted of: Millions of Dollars Nine Months Ended 2018 2017* Cash capital expenditures and investments $ 410 308 Change in capital expenditure accruals 35 (2 ) Total capital expenditures and investments $ 445 306 *Prior-period financial information has been retrospectively adjusted for acquisitions of businesses under common control. Millions of Dollars Nine Months Ended 2018 2017 Capital expenditures and investments attributable to the Partnership $ 445 225 Capital expenditures and investments attributable to Predecessors* — 81 Total capital expenditures and investments* $ 445 306 *Prior-period financial information has been retrospectively adjusted for acquisitions of businesses under common control. Restricted Cash At September 30, 2018 , and December 31, 2017 , the Partnership did not have any restricted cash. The restrictions on the cash received in February 2017, as a result of the retrospective adjustment for the Bakken Pipeline/MSLP Acquisition, were fully removed in the second quarter of 2017 when MSLP’s outstanding debt that contained lender restrictions on the use of cash was paid in full. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Commercial Agreements We have entered into long-term, fee-based commercial agreements with Phillips 66 to provide transportation, terminaling, storage, stevedoring, fractionation, processing, and rail terminal services. Under these agreements, Phillips 66 commits to provide us with minimum transportation, throughput or storage volumes, or minimum monthly service fees. If Phillips 66 does not meet its minimum volume commitments, Phillips 66 pays us a deficiency payment based on the calculation described in the agreement. Amended and Restated Operational Services Agreement Under our amended and restated operational services agreement, we reimburse Phillips 66 for providing certain operational services to us in support of our pipelines, terminaling, processing, and storage facilities. These services include routine and emergency maintenance and repair services, routine operational activities, routine administrative services, construction and related services and such other services as we and Phillips 66 may mutually agree upon from time to time. Amended Omnibus Agreement The amended omnibus agreement addresses our payment of an operating and administrative support fee and our obligation to reimburse Phillips 66 for all other direct or allocated costs and expenses incurred by Phillips 66 in providing general and administrative services. Additionally, the omnibus agreement addresses Phillips 66’s indemnification to us and our indemnification to Phillips 66 for certain environmental and other liabilities. Further, it addresses the granting of a license from Phillips 66 to us with respect to the use of certain Phillips 66 trademarks. Tax Sharing Agreement Under our tax sharing agreement, we reimburse Phillips 66 for our share of state and local income and other taxes incurred by Phillips 66 due to our results of operations being included in a combined or consolidated tax return filed by Phillips 66. Any reimbursement is limited to the tax that we (and our subsidiaries) would have paid had we not been included in a combined group with Phillips 66. Phillips 66 may use its tax attributes to cause its combined or consolidated group to owe no tax; however, we would nevertheless reimburse Phillips 66 for the tax we would have owed, even though Phillips 66 had no cash expense for that period. Related Party Transactions Significant related party transactions included in our total costs and expenses were: Millions of Dollars Three Months Ended Nine Months Ended 2018 2017* 2018 2017* Operating and maintenance expenses $ 46 48 161 138 General and administrative expenses 15 16 45 49 Total $ 61 64 206 187 *Prior-period financial information has been retrospectively adjusted for acquisitions of businesses under common control. We pay Phillips 66 a monthly operational and administrative support fee under the terms of our amended omnibus agreement in the amount of $8 million . The operational and administrative support fee is for the provision of certain services, including: logistical services; asset oversight, such as operational management and supervision; corporate engineering services, including asset integrity and regulatory services; business development services; executive services; financial and administrative services (including treasury and accounting); information technology; legal services; corporate health, safety and environmental services; facility services; human resources services; procurement services; investor relations; tax matters; and public company reporting services. We also reimburse Phillips 66 for all other direct or allocated costs incurred on behalf of us, pursuant to the terms of our amended omnibus agreement. The classification of these charges between operating and maintenance expenses and general and administrative expenses is based on the functional nature of the services performed for our operations. Under our amended and restated operational services agreement, we reimburse Phillips 66 for the provision of certain operational services to us in support of our pipeline, rail rack, processing, terminaling, and storage facilities. Additionally, we pay Phillips 66 for insurance services provided to us and recoveries under these policies are recorded as an offset to our expenses. Operating and maintenance expenses also include volumetric gains and losses associated with volumes transported by Phillips 66. Other related party balances in our consolidated balance sheet consisted of the following, all of which were related to Phillips 66: Millions of Dollars September 30 December 31 Deferred rentals and other assets $ 5 5 Deferred revenues 59 33 Deferred revenues and other liabilities 17 61 Equity Affiliate Guarantee Dakota Access and ETCO are parties to a $2.5 billion project financing transaction entered into in August 2016 to fund the construction of the Bakken Pipeline. In July 2017, as owners of Dakota Access and ETCO, Phillips 66 and its co-venturers each issued a guarantee intended to cover their pro rata shares of interest expense for rolling six-month periods after the calculation date. In October 2017, as part of the Bakken Pipeline/MSLP Acquisition, Phillips 66 Partners substituted its guarantee for that of Phillips 66. Each co-venturer’s guarantee has a maximum guarantee amount which changes over time. Our maximum exposure under the guarantee amounted to $17 million at September 30, 2018 . |
New Accounting Standards
New Accounting Standards | 9 Months Ended |
Sep. 30, 2018 | |
New Accounting Standards [Abstract] | |
New Accounting Standards | New Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will continue to be classified as either financing or operating, with classification affecting the pattern of expense recognition in the income statement. Similarly, lessors will be required to classify leases as sales-type, financing or operating, with classification affecting the pattern of income recognition in the income statement. Classification for both lessees and lessors will be based on an assessment of whether risks and rewards, as well as substantive control have been transferred through a lease contract. Public business entities should apply the guidance in ASU No. 2016-02 for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted. We plan to adopt ASU No. 2016-02 by recognizing a cumulative-effect adjustment to the opening balance of retained earnings as of our adoption date of January 1, 2019. We are currently evaluating the provisions of ASU No. 2016-02 and assessing its impact on our consolidated financial statements. As part of our assessment to-date, we have formed an implementation team, selected a software package, and completed software design and configuration within a test environment. Furthermore, we continue to load our lease population into the software and test the software configuration, lease data and system reports. We expect the adoption of ASU No. 2016-02 will materially gross up our consolidated balance sheet with the recognition of the ROU assets and operating lease liabilities. The impact to our consolidated statements of income and cash flows is not expected to be material. The new standard will also require additional disclosures for financing and operating leases. |
Business and Basis of Present_2
Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Business and Basis of Presentation [Abstract] | |
Basis of Presentation | Basis of Presentation We have acquired assets from Phillips 66 that were considered transfers of businesses between entities under common control. This required the transactions to be accounted for as if the transfers had occurred at the beginning of the transfer period, with prior periods retrospectively adjusted to furnish comparative information. Accordingly, the accompanying financial statements and related notes have been retrospectively adjusted to include the historical results and financial position of the acquired businesses prior to the effective date of each acquisition. We refer to these pre-acquisition operations as those of our “Predecessors.” The combined financial statements of our Predecessors were derived from the accounting records of Phillips 66 and reflect the combined historical results of operations, financial position and cash flows of our Predecessors as if such businesses had been combined for all periods presented. All intercompany transactions and accounts within our Predecessors have been eliminated. The assets and liabilities of our Predecessors in these financial statements have been reflected on a historical cost basis because the transfer of the Predecessors to us occurred within the Phillips 66 consolidated group. The consolidated statement of income also includes expense allocations for certain functions performed by Phillips 66, including operational support services such as engineering and logistics and allocations of general corporate expenses related to executive oversight, accounting, treasury, tax, legal, information technology and procurement. These allocations were based primarily on the relative carrying values of properties, plants and equipment and equity-method investments, or number of terminals and pipeline miles, and secondarily on activity-based cost allocations. Our management believes the assumptions underlying the allocation of expenses from Phillips 66 are reasonable. Nevertheless, the financial results of our Predecessors may not include all of the actual expenses that would have been incurred had our Predecessors been a stand-alone publicly traded partnership during the periods presented. |
New Accounting Pronouncements | Changes in Accounting Principles Effective January 1, 2018, we adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” which clarifies the definition of a business with the objective of adding guidance to assist in evaluating whether transactions should be accounted for as acquisitions of assets or businesses. The amendment provides a screen for determining when a transaction involves an acquisition of a business. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or a group of similar identifiable assets, then the screen is met and the transaction is not considered an acquisition of a business. If the screen is not met, the amendment requires that to be considered a business, the operation must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create an output. The guidance may reduce the number of future transactions accounted for as business acquisitions. At the time of adoption, this ASU had no impact on our consolidated financial statements. Effective January 1, 2018, we adopted ASU No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The majority of this ASU’s provisions amend only the presentation or disclosures of financial instruments; however, one provision could also affect net income. Equity investments reported under the cost method or the lower of cost or fair value method of accounting, in accordance with previous U.S. generally accepted accounting principles (GAAP), are now reported at fair value with changes in fair value recognized in net income. For equity investments that do not have readily determinable fair values, we elected to carry such investments at cost less impairments, if any, adjusted up or down for price changes in similar financial instruments issued by the investee, when and if observed. At the time of adoption, this ASU had no material impact on our consolidated financial statements. Effective January 1, 2018, we adopted ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” using the modified retrospective transition method applied to all contracts. Under the new revenue recognition guidance, recognition of revenue involves a multiple step approach including: (i) identifying the contract with the customer, (ii) identifying the separate performance obligations, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations and (v) recognizing the revenue as the performance obligations are satisfied. Additional disclosures are required to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In addition, all but one of our equity-method investees adopted ASU No. 2014-09 as of January 1, 2018. The remaining equity method investee will adopt this ASU in 2019. We recorded a noncash cumulative effect adjustment of $30 million to increase the opening balance of our equity as of January 1, 2018. This adjustment reflected amounts recorded by us and our equity-method investees related to the acceleration of revenue recognition on certain minimum volume commitment contracts with recovery provisions. Certain agreements for transportation, terminaling and fractionation services with Phillips 66 are considered operating leases under FASB Accounting Standards Codification (ASC) 840, “Leases.” We identified the separate lease and service elements of our revenue under these operating leases and applied ASU No. 2014-09 only to the service element, while the lease element continued to be accounted for under A SC 840 . See Note 9— Operating Revenues , for additional information. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will continue to be classified as either financing or operating, with classification affecting the pattern of expense recognition in the income statement. Similarly, lessors will be required to classify leases as sales-type, financing or operating, with classification affecting the pattern of income recognition in the income statement. Classification for both lessees and lessors will be based on an assessment of whether risks and rewards, as well as substantive control have been transferred through a lease contract. Public business entities should apply the guidance in ASU No. 2016-02 for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted. We plan to adopt ASU No. 2016-02 by recognizing a cumulative-effect adjustment to the opening balance of retained earnings as of our adoption date of January 1, 2019. We are currently evaluating the provisions of ASU No. 2016-02 and assessing its impact on our consolidated financial statements. As part of our assessment to-date, we have formed an implementation team, selected a software package, and completed software design and configuration within a test environment. Furthermore, we continue to load our lease population into the software and test the software configuration, lease data and system reports. We expect the adoption of ASU No. 2016-02 will materially gross up our consolidated balance sheet with the recognition of the ROU assets and operating lease liabilities. The impact to our consolidated statements of income and cash flows is not expected to be material. The new standard will also require additional disclosures for financing and operating leases. |
Earnings Per Share | Net income per limited partner unit applicable to common units is computed by dividing the limited partners’ interest in net income attributable to the Partnership by the weighted-average number of common units outstanding for the period. Because we have more than one class of participating securities, we use the two-class method to calculate the net income per unit applicable to the limited partners. As of September 30, 2018 , the classes of participating securities included common units, general partner units and incentive distribution rights (IDRs). For the three and nine months ended September 30, 2018 , our preferred units are potentially dilutive securities and were dilutive to net income per limited partner unit. For the three and nine months ended September 30, 2017 , basic and diluted net income per limited partner unit are the same because we did not have potentially dilutive common units outstanding. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Results of Operations Giving Effect to Acquisitions | The following tables present our results of operations and cash flows giving effect to the Bakken Pipeline/MSLP Acquisition. The second column in both tables presents the retrospective adjustments made to our historical financial information for the acquired assets prior to the effective date of the acquisition. The third column in both tables presents our consolidated financial information as retrospectively adjusted. Millions of Dollars Three Months Ended September 30, 2017 Consolidated Statement of Income Phillips 66 Acquired Bakken Pipeline/MSLP Predecessor Consolidated Revenues and Other Income Operating revenues—related parties $ 193 29 222 Operating revenues—third parties 11 — 11 Equity in earnings of affiliates 41 25 66 Total revenues and other income 245 54 299 Costs and Expenses Operating and maintenance expenses 69 17 86 Depreciation 30 2 32 General and administrative expenses 16 1 17 Taxes other than income taxes 7 — 7 Interest and debt expense 23 1 24 Other expenses 1 — 1 Total costs and expenses 146 21 167 Income before income taxes 99 33 132 Income tax expense — 1 1 Net income 99 32 131 Less: Net income attributable to Predecessors — 32 32 Net income attributable to the Partnership 99 — 99 Less: General partner’s interest in net income attributable to the Partnership 43 — 43 Limited partners’ interest in net income attributable to the Partnership $ 56 — 56 Millions of Dollars Nine Months Ended September 30, 2017 Consolidated Statement of Income Phillips 66 Acquired Bakken Pipeline/MSLP Predecessor Consolidated Revenues and Other Income Operating revenues—related parties $ 563 85 648 Operating revenues—third parties 32 — 32 Equity in earnings of affiliates 111 36 147 Other income 7 4 11 Total revenues and other income 713 125 838 Costs and Expenses Operating and maintenance expenses 188 51 239 Depreciation 82 6 88 General and administrative expenses 48 4 52 Taxes other than income taxes 23 1 24 Interest and debt expense 71 1 72 Other expenses 1 — 1 Total costs and expenses 413 63 476 Income before income taxes 300 62 362 Income tax expense 1 1 2 Net income 299 61 360 Less: Net income attributable to Predecessors — 61 61 Net income attributable to the Partnership 299 — 299 Less: General partner’s interest in net income attributable to the Partnership 112 — 112 Limited partners’ interest in net income attributable to the Partnership $ 187 — 187 Millions of Dollars Nine Months Ended September 30, 2017 Phillips 66 Acquired Bakken Pipeline/MSLP Predecessor Consolidated Cash Flows From Operating Activities Net income $ 299 61 360 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 82 6 88 Undistributed equity earnings 2 (2 ) — Deferred revenues and other liabilities (2 ) — (2 ) Other 10 — 10 Working capital adjustments Decrease (increase) in accounts receivable 13 — 13 Decrease (increase) in materials and supplies (1 ) — (1 ) Decrease (increase) in prepaid expenses and other current assets 1 1 2 Increase (decrease) in accounts payable — — — Increase (decrease) in accrued interest 3 (1 ) 2 Increase (decrease) in deferred revenues 11 — 11 Increase (decrease) in other accruals 4 (1 ) 3 Net Cash Provided by Operating Activities 422 64 486 Cash Flows From Investing Activities Restricted cash received from combination of business — 318 318 Collection of loan receivable — 8 8 Cash capital expenditures and investments (227 ) (81 ) (308 ) Return of investment from equity affiliates 28 4 32 Net Cash Provided by (Used in) Investing Activities (199 ) 249 50 Cash Flows From Financing Activities Net contributions to Phillips 66 from Predecessors — (178 ) (178 ) Issuance of debt 1,383 — 1,383 Repayment of debt (1,506 ) (135 ) (1,641 ) Issuance of common units 171 — 171 Quarterly distributions to common unitholders—public (78 ) — (78 ) Quarterly distributions to common unitholder—Phillips 66 (113 ) — (113 ) Quarterly distributions to General Partner—Phillips 66 (96 ) — (96 ) Other cash contributions from Phillips 66 16 — 16 Net Cash Used in Financing Activities (223 ) (313 ) (536 ) Net Change in Cash, Cash Equivalents and Restricted Cash — — — Cash, cash equivalents and restricted cash at beginning of period 2 — 2 Cash, Cash Equivalents and Restricted Cash at End of Period $ 2 — 2 |
Equity Investments (Tables)
Equity Investments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Investments | The following table summarizes the carrying value of our equity investments. Millions of Dollars Percentage Ownership September 30 December 31 Bakken Pipeline 25.00 % $ 612 621 Bayou Bridge Pipeline, LLC (Bayou Bridge) 40.00 266 173 DCP Sand Hills Pipeline, LLC (Sand Hills) 33.34 591 515 DCP Southern Hills Pipeline, LLC (Southern Hills) 33.34 208 209 Explorer Pipeline Company (Explorer) 21.94 120 118 Gray Oak Pipeline, LLC (Gray Oak) 75.00 72 — Paradigm Pipeline LLC (Paradigm) 50.00 145 131 Phillips 66 Partners Terminal LLC (Phillips 66 Partners Terminal) 70.00 71 53 South Texas Gateway Terminal LLC (South Texas Gateway Terminal) 25.00 16 — STACK Pipeline LLC (STACK) 50.00 114 112 Total equity investments $ 2,215 1,932 Earnings (losses) from our equity investments were as follows: Millions of Dollars Three Months Ended Nine Months Ended 2018 2017 2018 2017 Bakken Pipeline $ 48 25 119 36 Bayou Bridge 2 4 10 8 Explorer 11 7 35 18 Gray Oak — — — — Paradigm 2 (1 ) 6 (2 ) Phillips 66 Partners Terminal 6 2 21 5 Sand Hills 34 21 90 58 South Texas Gateway Terminal — — — — Southern Hills 12 6 28 20 STACK 3 2 7 4 Total equity in earnings of affiliates $ 118 66 316 147 |
Properties, Plants and Equipm_2
Properties, Plants and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Our investment in properties, plants and equipment (PP&E), with the associated accumulated depreciation, was: Millions of Dollars September 30 December 31 Land $ 19 19 Buildings and improvements 89 88 Pipelines and related assets * 1,387 1,372 Terminals and related assets * 702 671 Rail racks and related assets * 137 137 Processing and related assets * 842 837 Caverns and related assets * 584 583 Construction-in-progress 160 47 Gross PP&E 3,920 3,754 Less: Accumulated depreciation 921 836 Net PP&E $ 2,999 2,918 *Assets for which we are the lessor. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Millions of Dollars September 30 December 31 2.646% Senior Notes due 2020 $ 300 300 3.605% Senior Notes due 2025 500 500 3.550% Senior Notes due 2026 500 500 3.750% Senior Notes due 2028 500 500 4.680% Senior Notes due 2045 450 450 4.900% Senior Notes due 2046 625 625 Tax-exempt bonds at 1.86% and 1.94% at September 30, 2018, and December 31, 2017, respectively 75 100 Total 2,950 2,975 Net unamortized discounts and debt issuance costs (28 ) (30 ) Total debt 2,922 2,945 Less: Short-term debt — 25 Long-term debt $ 2,922 2,920 |
Operating Revenues (Tables)
Operating Revenues (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Total operating revenues disaggregated by type of service were as follows: Millions of Dollars Three Months Ended Nine Months Ended 2018 2018 Pipelines $ 123 336 Terminals 37 114 Storage, processing and other revenues 105 325 Total operating revenues $ 265 775 |
Expected Timing of Satisfaction | At September 30, 2018 , future revenues expected to be recognized for the fixed component of the transaction price of our remaining performance obligations from contracts with our customers with an original expected duration of greater than one year were: Millions of Dollars Remainder of 2018 $ 192 2019 758 2020 755 2021 744 2022 732 Remaining years 3,049 Total future operating revenues* $ 6,230 *Includes $3.4 billion of future lease revenues from agreements with Phillips 66. |
Net Income Per Limited Partne_2
Net Income Per Limited Partner Unit (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Partners' Capital Notes [Abstract] | |
Schedule of Distributions Declared, Partners Interest in Partnership Net Income and Net Income per Unit by Class | Millions of Dollars Three Months Ended September 30 Nine Months Ended September 30 2018 2017 2018 2017 Net income attributable to the Partnership $ 217 99 575 299 Less: General partner’s distribution declared (including IDRs)* 61 43 169 111 Limited partners’ distributions declared on preferred units* 9 — 28 — Limited partners’ distribution declared on common units* 99 78 278 209 Distributions less than (more than) net income attributable to the Partnership $ 48 (22 ) 100 (21 ) *Distribution declared attributable to the indicated periods. Limited Partners’ Common Units General Partner (including IDRs) Limited Partners’ Preferred Units Total Three Months Ended September 30, 2018 Net income attributable to the Partnership (millions) : Distribution declared $ 99 61 9 169 Distributions less than net income attributable to the Partnership 45 3 — 48 Net income attributable to the Partnership (basic) 144 64 9 217 Dilutive effect of preferred units* 7 Net income attributable to the Partnership (diluted) $ 151 Weighted-average units outstanding—basic 123,269,827 Dilutive effect of preferred units* 13,819,791 Weighted-average units outstanding—diluted 137,089,618 Net income attributable to the Partnership per limited partner unit—basic (dollars) $ 1.17 Net income attributable to the Partnership per limited partner unit—diluted (dollars) 1.10 Three Months Ended September 30, 2017 Net income attributable to the Partnership (millions) : Distribution declared $ 78 43 — 121 Distributions more than net income attributable to the Partnership (22 ) — — (22 ) Net income attributable to the Partnership $ 56 43 — 99 Weighted-average units outstanding—basic and diluted 110,505,502 Net income per limited partner unit—basic and diluted (dollars) $ 0.51 * The dilutive effect of preferred units assumes the reallocation of net income to the limited and general partners, including a reallocation associated with IDRs, pursuant to the available cash formula in the partnership agreement. Limited Partners’ Common Units General Partner (including IDRs) Limited Partners’ Preferred Units Total Nine Months Ended September 30, 2018 Net income attributable to the Partnership (millions) : Distribution declared $ 278 169 28 475 Distributions less than net income attributable to the Partnership 97 3 — 100 Net income attributable to the Partnership (basic) 375 172 28 575 Dilutive effect of preferred units* 21 Net income attributable to the Partnership (diluted) $ 396 Weighted-average units outstanding—basic 122,362,079 Dilutive effect of preferred units* 13,819,791 Weighted-average units outstanding—diluted 136,181,870 Net income attributable to the Partnership per limited partner unit—basic (dollars) $ 3.06 Net income attributable to the Partnership per limited partner unit—diluted (dollars) 2.91 Nine Months Ended September 30, 2017 Net income attributable to the Partnership (millions) : Distribution declared $ 209 111 — 320 Distributions less than (more than) net income attributable to the Partnership (22 ) 1 — (21 ) Net income attributable to the Partnership $ 187 112 — 299 Weighted-average units outstanding—basic and diluted 109,042,961 Net income attributable to the Partnership per limited partner unit—basic and dilutive (dollars) $ 1.72 * The dilutive effect of preferred units assumes the reallocation of net income to the limited and general partners, including a reallocation associated with IDRs, pursuant to the available cash formula in the partnership agreement. |
Cash Flow Information (Tables)
Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Summary of Capital Expenditures and Noncash Investing and Financing Activities | Our capital expenditures and investments consisted of: Millions of Dollars Nine Months Ended 2018 2017* Cash capital expenditures and investments $ 410 308 Change in capital expenditure accruals 35 (2 ) Total capital expenditures and investments $ 445 306 *Prior-period financial information has been retrospectively adjusted for acquisitions of businesses under common control. Millions of Dollars Nine Months Ended 2018 2017 Capital expenditures and investments attributable to the Partnership $ 445 225 Capital expenditures and investments attributable to Predecessors* — 81 Total capital expenditures and investments* $ 445 306 *Prior-period financial information has been retrospectively adjusted for acquisitions of businesses under common control. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Summary of Related Party Transactions | Other related party balances in our consolidated balance sheet consisted of the following, all of which were related to Phillips 66: Millions of Dollars September 30 December 31 Deferred rentals and other assets $ 5 5 Deferred revenues 59 33 Deferred revenues and other liabilities 17 61 Significant related party transactions included in our total costs and expenses were: Millions of Dollars Three Months Ended Nine Months Ended 2018 2017* 2018 2017* Operating and maintenance expenses $ 46 48 161 138 General and administrative expenses 15 16 45 49 Total $ 61 64 206 187 *Prior-period financial information has been retrospectively adjusted for acquisitions of businesses under common control. |
Business and Basis of Present_3
Business and Basis of Presentation (Details) | Sep. 30, 2018refinery |
Phillips 66 | |
Property, Plant and Equipment [Line Items] | |
Number of refineries | 9 |
Changes in Accounting Princip_2
Changes in Accounting Principles (Details) $ in Millions | Dec. 31, 2017USD ($) |
Changes in Accounting Principles [Abstract] | |
Cumulative effect of accounting change | $ 30 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | |||
Apr. 30, 2018 | Oct. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | |
Common Control Transaction | Phillips 66 | ||||
Business Acquisition [Line Items] | ||||
General partner interest, percent | 2.00% | |||
Common Control Transaction | Gray Oak Holdings LLC | Phillips 66 | Phillips 66 PDI | ||||
Business Acquisition [Line Items] | ||||
Controlling interest acquired, percentage | 100.00% | |||
Business combination, consideration transferred | $ 3 | |||
Common Control Transaction | Merey Sweeny | Phillips 66 | Phillips 66 | ||||
Business Acquisition [Line Items] | ||||
Controlling interest acquired, percentage | 100.00% | |||
Common Control Transaction | Bakken Pipeline and MSLP Acquisition | Phillips 66 | Common Units | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, equity interest issued or issuable (in shares) | 4,713,113 | |||
Common Control Transaction | Bakken Pipeline and MSLP Acquisition | Phillips 66 | General Partner Units | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, equity interest issued or issuable (in shares) | 292,665 | |||
Common Control Transaction | Bakken Pipeline and MSLP Acquisition | Phillips 66 | Phillips 66 | ||||
Business Acquisition [Line Items] | ||||
Business combination, consideration transferred | $ 1,650 | |||
Cash consideration transferred for assets | 372 | |||
Noncurrent liabilities, other | 53 | |||
Historical carrying value of assets transferred | $ 729 | |||
Gray Oak Holdings LLC | Party Two | ||||
Business Acquisition [Line Items] | ||||
Co-venturer, right to acquire percentage of voting interests | 35.00% | |||
Bakken Pipeline | ||||
Business Acquisition [Line Items] | ||||
Percentage Ownership | 25.00% | 25.00% | 25.00% | |
Promissory Notes | Common Control Transaction | Bakken Pipeline and MSLP Acquisition | Phillips 66 | Phillips 66 | ||||
Business Acquisition [Line Items] | ||||
Liabilities incurred | $ 588 | |||
Loans Payable | Common Control Transaction | Bakken Pipeline and MSLP Acquisition | Phillips 66 | Phillips 66 | ||||
Business Acquisition [Line Items] | ||||
Liabilities incurred | $ 450 | |||
Gray Oak Holdings LLC | Common Control Transaction | Gray Oak Pipeline, LLC (Gray Oak) | ||||
Business Acquisition [Line Items] | ||||
Percentage of ownership In subsidiary | 100.00% |
Acquisitions (Schedule of Resul
Acquisitions (Schedule of Results of Operations Giving Effect to Common Control Acquisitions) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |||
Revenues and Other Income | |||||||
Equity in earnings of affiliates | $ 118 | $ 66 | [1] | $ 316 | $ 147 | [1] | |
Other income | 1 | 0 | [1] | 2 | 11 | [1] | |
Total revenues and other income | 384 | 299 | [1] | 1,093 | 838 | [1] | |
Costs and Expenses | |||||||
Operating and maintenance expenses | 84 | 86 | [1] | 266 | 239 | [1] | |
Depreciation | 30 | 32 | [1] | 87 | 88 | [1] | |
General and administrative expenses | 16 | 17 | [1] | 48 | 52 | [1] | |
Taxes other than income taxes | 8 | 7 | [1] | 27 | 24 | [1] | |
Interest and debt expense | 28 | 24 | [1] | 87 | 72 | [1] | |
Other expenses | 1 | 1 | [1] | 1 | 1 | [1] | $ 1 |
Total costs and expenses | 167 | 167 | [1] | 516 | 476 | [1] | |
Income before income taxes | 217 | 132 | [1] | 577 | 362 | [1] | |
Income tax expense | 0 | 1 | [1] | 2 | 2 | [1] | |
Net income | 217 | 131 | [1] | 575 | 360 | [1] | |
Less: Net income attributable to Predecessors | 0 | 32 | [1] | 0 | 61 | [1] | |
Net income attributable to the Partnership | 217 | 99 | [1] | 575 | 299 | [1] | |
Less: General partner’s interest in net income attributable to the Partnership | 64 | 43 | [1] | 172 | 112 | [1] | |
Limited partners’ interest in net income attributable to the Partnership | $ 144 | 56 | [1] | 375 | 187 | [1] | |
Service | |||||||
Revenues and Other Income | |||||||
Operating revenues | 11 | 32 | |||||
Phillips 66 Partners LP (As previously reported) | |||||||
Revenues and Other Income | |||||||
Equity in earnings of affiliates | 41 | 111 | |||||
Other income | 7 | ||||||
Total revenues and other income | 245 | 713 | |||||
Costs and Expenses | |||||||
Operating and maintenance expenses | 69 | 188 | |||||
Depreciation | 30 | 82 | |||||
General and administrative expenses | 16 | 48 | |||||
Taxes other than income taxes | 7 | 23 | |||||
Interest and debt expense | 23 | 71 | |||||
Other expenses | 1 | $ 1 | |||||
Total costs and expenses | 146 | 413 | |||||
Income before income taxes | 99 | 300 | |||||
Income tax expense | 0 | 1 | |||||
Net income | 99 | 299 | |||||
Less: Net income attributable to Predecessors | 0 | 0 | |||||
Net income attributable to the Partnership | 99 | 299 | |||||
Less: General partner’s interest in net income attributable to the Partnership | 43 | 112 | |||||
Limited partners’ interest in net income attributable to the Partnership | 56 | 187 | |||||
Phillips 66 Partners LP (As previously reported) | Service | |||||||
Revenues and Other Income | |||||||
Operating revenues | 11 | 32 | |||||
Acquired Bakken Pipeline/MSLP Predecessor | Bakken Pipeline and MSLP Acquisition | Phillips 66 | Phillips 66 | |||||||
Revenues and Other Income | |||||||
Equity in earnings of affiliates | 25 | 36 | |||||
Other income | 4 | ||||||
Total revenues and other income | 54 | 125 | |||||
Costs and Expenses | |||||||
Operating and maintenance expenses | 17 | 51 | |||||
Depreciation | 2 | 6 | |||||
General and administrative expenses | 1 | 4 | |||||
Taxes other than income taxes | 0 | 1 | |||||
Interest and debt expense | 1 | 1 | |||||
Other expenses | 0 | 0 | |||||
Total costs and expenses | 21 | 63 | |||||
Income before income taxes | 33 | 62 | |||||
Income tax expense | 1 | 1 | |||||
Net income | 32 | 61 | |||||
Less: Net income attributable to Predecessors | 32 | 61 | |||||
Net income attributable to the Partnership | 0 | 0 | |||||
Less: General partner’s interest in net income attributable to the Partnership | 0 | 0 | |||||
Limited partners’ interest in net income attributable to the Partnership | 0 | 0 | |||||
Acquired Bakken Pipeline/MSLP Predecessor | Service | Bakken Pipeline and MSLP Acquisition | Phillips 66 | Phillips 66 | |||||||
Revenues and Other Income | |||||||
Operating revenues | 0 | 0 | |||||
Related Party Sales | Service | Affiliated Entity | |||||||
Revenues and Other Income | |||||||
Operating revenues | 222 | 648 | |||||
Related Party Sales | Phillips 66 Partners LP (As previously reported) | Service | Affiliated Entity | |||||||
Revenues and Other Income | |||||||
Operating revenues | 193 | $ 563 | |||||
Related Party Sales | Acquired Bakken Pipeline/MSLP Predecessor | Service | Bakken Pipeline and MSLP Acquisition | Phillips 66 | Phillips 66 | |||||||
Revenues and Other Income | |||||||
Operating revenues | $ 29 | $ 85 | |||||
[1] | Prior-period financial information has been retrospectively adjusted for acquisitions of businesses under common control. |
Acquisitions (Schedule of Cash
Acquisitions (Schedule of Cash Flow) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |||
Cash Flows From Operating Activities | ||||||
Net income | $ 217 | $ 131 | [1] | $ 575 | $ 360 | [1] |
Adjustments to reconcile net income to net cash provided by operating activities | ||||||
Depreciation | 30 | 32 | [1] | 87 | 88 | [1] |
Undistributed equity earnings | (5) | 0 | [1] | |||
Deferred revenues and other liabilities | (44) | (2) | [1] | |||
Other | 5 | 10 | [1] | |||
Working capital adjustments | ||||||
Decrease (increase) in accounts receivable | (9) | 13 | [1] | |||
Decrease (increase) in materials and supplies | 0 | (1) | [1] | |||
Decrease (increase) in prepaid expenses and other current assets | (1) | 2 | [1] | |||
Increase (decrease) in accounts payable | 8 | 0 | [1] | |||
Increase (decrease) in accrued interest | (2) | 2 | [1] | |||
Increase (decrease) in deferred revenues | 29 | 11 | [1] | |||
Increase (decrease) in other accruals | 9 | 3 | [1] | |||
Net Cash Provided by Operating Activities | 652 | 486 | [1] | |||
Cash Flows From Investing Activities | ||||||
Restricted cash received from combination of business | 0 | 318 | [1] | |||
Collection of loan receivable | 0 | 8 | [1] | |||
Cash capital expenditures and investments | (410) | (308) | [1] | |||
Return of investment from equity affiliates | 28 | 32 | [1] | |||
Net Cash Provided by (Used in) Investing Activities | (382) | 50 | [1] | |||
Cash Flows From Financing Activities | ||||||
Net contributions to Phillips 66 from Predecessors | 0 | (178) | [1] | |||
Issuance of debt | 85 | 1,383 | [1] | |||
Repayment of debt | (110) | (1,641) | [1] | |||
Issuance of common units | 114 | 171 | [1] | |||
Other cash contributions from Phillips 66 | 0 | 16 | [1] | |||
Net Cash Used in Financing Activities | (355) | (536) | [1] | |||
Net Change in Cash, Cash Equivalents and Restricted Cash | (85) | 0 | [1] | |||
Cash, cash equivalents and restricted cash at beginning of period | 185 | 2 | [1] | |||
Cash, Cash Equivalents and Restricted Cash at End of Period | $ 100 | 2 | [1] | 100 | 2 | [1] |
Common Units | Public | ||||||
Cash Flows From Financing Activities | ||||||
Quarterly distributions to unitholders | (114) | (78) | [1] | |||
Common Units | Non-public | Phillips 66 | ||||||
Cash Flows From Financing Activities | ||||||
Quarterly distributions to unitholders | (147) | (113) | [1] | |||
General Partner | ||||||
Cash Flows From Financing Activities | ||||||
Quarterly distributions to unitholders | $ (155) | (96) | [1] | |||
Phillips 66 Partners LP (As previously reported) | ||||||
Cash Flows From Operating Activities | ||||||
Net income | 99 | 299 | ||||
Adjustments to reconcile net income to net cash provided by operating activities | ||||||
Depreciation | 30 | 82 | ||||
Undistributed equity earnings | 2 | |||||
Deferred revenues and other liabilities | (2) | |||||
Other | 10 | |||||
Working capital adjustments | ||||||
Decrease (increase) in accounts receivable | 13 | |||||
Decrease (increase) in materials and supplies | (1) | |||||
Decrease (increase) in prepaid expenses and other current assets | 1 | |||||
Increase (decrease) in accounts payable | 0 | |||||
Increase (decrease) in accrued interest | 3 | |||||
Increase (decrease) in deferred revenues | 11 | |||||
Increase (decrease) in other accruals | 4 | |||||
Net Cash Provided by Operating Activities | 422 | |||||
Cash Flows From Investing Activities | ||||||
Restricted cash received from combination of business | 0 | |||||
Collection of loan receivable | 0 | |||||
Cash capital expenditures and investments | (227) | |||||
Return of investment from equity affiliates | 28 | |||||
Net Cash Provided by (Used in) Investing Activities | (199) | |||||
Cash Flows From Financing Activities | ||||||
Net contributions to Phillips 66 from Predecessors | 0 | |||||
Issuance of debt | 1,383 | |||||
Repayment of debt | (1,506) | |||||
Issuance of common units | 171 | |||||
Other cash contributions from Phillips 66 | 16 | |||||
Net Cash Used in Financing Activities | (223) | |||||
Net Change in Cash, Cash Equivalents and Restricted Cash | 0 | |||||
Cash, cash equivalents and restricted cash at beginning of period | 2 | |||||
Cash, Cash Equivalents and Restricted Cash at End of Period | 2 | 2 | ||||
Phillips 66 Partners LP (As previously reported) | Common Units | Public | ||||||
Cash Flows From Financing Activities | ||||||
Quarterly distributions to unitholders | (78) | |||||
Phillips 66 Partners LP (As previously reported) | Common Units | Non-public | Phillips 66 | ||||||
Cash Flows From Financing Activities | ||||||
Quarterly distributions to unitholders | (113) | |||||
Phillips 66 Partners LP (As previously reported) | General Partner | ||||||
Cash Flows From Financing Activities | ||||||
Quarterly distributions to unitholders | (96) | |||||
Acquired Bakken Pipeline/MSLP Predecessor | Bakken Pipeline and MSLP Acquisition | Phillips 66 | Phillips 66 | ||||||
Cash Flows From Operating Activities | ||||||
Net income | 32 | 61 | ||||
Adjustments to reconcile net income to net cash provided by operating activities | ||||||
Depreciation | 2 | 6 | ||||
Undistributed equity earnings | (2) | |||||
Deferred revenues and other liabilities | 0 | |||||
Other | 0 | |||||
Working capital adjustments | ||||||
Decrease (increase) in accounts receivable | 0 | |||||
Decrease (increase) in materials and supplies | 0 | |||||
Decrease (increase) in prepaid expenses and other current assets | 1 | |||||
Increase (decrease) in accounts payable | 0 | |||||
Increase (decrease) in accrued interest | (1) | |||||
Increase (decrease) in deferred revenues | 0 | |||||
Increase (decrease) in other accruals | (1) | |||||
Net Cash Provided by Operating Activities | 64 | |||||
Cash Flows From Investing Activities | ||||||
Restricted cash received from combination of business | 318 | |||||
Collection of loan receivable | 8 | |||||
Cash capital expenditures and investments | (81) | |||||
Return of investment from equity affiliates | 4 | |||||
Net Cash Provided by (Used in) Investing Activities | 249 | |||||
Cash Flows From Financing Activities | ||||||
Net contributions to Phillips 66 from Predecessors | (178) | |||||
Issuance of debt | 0 | |||||
Repayment of debt | (135) | |||||
Issuance of common units | 0 | |||||
Other cash contributions from Phillips 66 | 0 | |||||
Net Cash Used in Financing Activities | (313) | |||||
Net Change in Cash, Cash Equivalents and Restricted Cash | 0 | |||||
Cash, cash equivalents and restricted cash at beginning of period | 0 | |||||
Cash, Cash Equivalents and Restricted Cash at End of Period | $ 0 | 0 | ||||
Acquired Bakken Pipeline/MSLP Predecessor | Common Units | Public | Bakken Pipeline and MSLP Acquisition | Phillips 66 | Phillips 66 | ||||||
Cash Flows From Financing Activities | ||||||
Quarterly distributions to unitholders | 0 | |||||
Acquired Bakken Pipeline/MSLP Predecessor | Common Units | Non-public | Bakken Pipeline and MSLP Acquisition | Phillips 66 | Phillips 66 | ||||||
Cash Flows From Financing Activities | ||||||
Quarterly distributions to unitholders | 0 | |||||
Acquired Bakken Pipeline/MSLP Predecessor | General Partner | Bakken Pipeline and MSLP Acquisition | Phillips 66 | Phillips 66 | ||||||
Cash Flows From Financing Activities | ||||||
Quarterly distributions to unitholders | $ 0 | |||||
[1] | Prior-period financial information has been retrospectively adjusted for acquisitions of businesses under common control. |
Equity Investments (Narrative)
Equity Investments (Narrative) (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Apr. 30, 2018 | Apr. 23, 2018 | Apr. 20, 2018 | Dec. 31, 2017 |
Gray Oak Pipeline, LLC (Gray Oak) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Co-venture ownership interest | 25.00% | ||||
Maximum loss exposure, amount | $ 72 | ||||
Ownership interest acquired, percentage | 75.00% | 0.00% | |||
South Texas Gateway Terminal LLC (South Texas Gateway Terminal) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Maximum loss exposure, amount | $ 16 | ||||
Ownership interest acquired, percentage | 25.00% | 25.00% | 0.00% | ||
Party One | Gray Oak Pipeline, LLC (Gray Oak) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Co-venturer, right to acquire percentage of voting interests | 10.00% | ||||
Common Control Transaction | Gray Oak Holdings LLC | Phillips 66 PDI | Phillips 66 | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Controlling interest acquired, percentage | 100.00% | ||||
Common Control Transaction | Gray Oak Holdings LLC | Phillips 66 PDI | Gray Oak Pipeline, LLC (Gray Oak) | Phillips 66 | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Controlling interest acquired, percentage | 100.00% |
Equity Investments (Schedule of
Equity Investments (Schedule of Carrying Value Equity Investments) (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Apr. 30, 2018 | Dec. 31, 2017 | Oct. 31, 2017 |
Schedule of Equity Method Investments [Line Items] | ||||
Carrying Value | $ 2,215 | $ 1,932 | ||
Bakken Pipeline | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Percentage Ownership | 25.00% | 25.00% | 25.00% | |
Carrying Value | $ 612 | $ 621 | ||
Bayou Bridge Pipeline, LLC (Bayou Bridge) | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Percentage Ownership | 40.00% | 40.00% | ||
Carrying Value | $ 266 | $ 173 | ||
DCP Sand Hills Pipeline, LLC (Sand Hills) | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Percentage Ownership | 33.34% | 33.34% | ||
Carrying Value | $ 591 | $ 515 | ||
DCP Southern Hills Pipeline, LLC (Southern Hills) | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Percentage Ownership | 33.34% | 33.34% | ||
Carrying Value | $ 208 | $ 209 | ||
Explorer Pipeline Company (Explorer) | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Percentage Ownership | 21.94% | 21.94% | ||
Carrying Value | $ 120 | $ 118 | ||
Gray Oak Pipeline, LLC (Gray Oak) | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Percentage Ownership | 75.00% | 0.00% | ||
Carrying Value | $ 72 | $ 0 | ||
Paradigm Pipeline LLC (Paradigm) | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Percentage Ownership | 50.00% | 50.00% | ||
Carrying Value | $ 145 | $ 131 | ||
Phillips 66 Partners Terminal LLC (Phillips 66 Partners Terminal) | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Percentage Ownership | 70.00% | 70.00% | ||
Carrying Value | $ 71 | $ 53 | ||
South Texas Gateway Terminal LLC (South Texas Gateway Terminal) | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Percentage Ownership | 25.00% | 25.00% | 0.00% | |
Carrying Value | $ 16 | $ 0 | ||
STACK Pipeline LLC (STACK) | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Percentage Ownership | 50.00% | 50.00% | ||
Carrying Value | $ 114 | $ 112 |
Equity Investments (Schedule _2
Equity Investments (Schedule of Equity Investment Earnings (Losses)) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in earnings (losses) of affiliates | $ 118 | $ 66 | [1] | $ 316 | $ 147 | [1] |
Bakken Pipeline | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in earnings (losses) of affiliates | 48 | 25 | 119 | 36 | ||
Bayou Bridge Pipeline, LLC (Bayou Bridge) | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in earnings (losses) of affiliates | 2 | 4 | 10 | 8 | ||
Explorer Pipeline Company (Explorer) | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in earnings (losses) of affiliates | 11 | 7 | 35 | 18 | ||
Gray Oak Pipeline, LLC (Gray Oak) | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in earnings (losses) of affiliates | 0 | 0 | 0 | 0 | ||
Paradigm Pipeline LLC (Paradigm) | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in earnings (losses) of affiliates | 2 | (1) | 6 | (2) | ||
Phillips 66 Partners Terminal LLC (Phillips 66 Partners Terminal) | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in earnings (losses) of affiliates | 6 | 2 | 21 | 5 | ||
DCP Sand Hills Pipeline, LLC (Sand Hills) | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in earnings (losses) of affiliates | 34 | 21 | 90 | 58 | ||
South Texas Gateway Terminal LLC (South Texas Gateway Terminal) | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in earnings (losses) of affiliates | 0 | 0 | 0 | 0 | ||
DCP Southern Hills Pipeline, LLC (Southern Hills) | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in earnings (losses) of affiliates | 12 | 6 | 28 | 20 | ||
STACK Pipeline LLC (STACK) | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in earnings (losses) of affiliates | $ 3 | $ 2 | $ 7 | $ 4 | ||
[1] | Prior-period financial information has been retrospectively adjusted for acquisitions of businesses under common control. |
Properties, Plants and Equipm_3
Properties, Plants and Equipment (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Gross PP&E | $ 3,920 | $ 3,754 |
Less: Accumulated depreciation | 921 | 836 |
Net PP&E | 2,999 | 2,918 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Gross PP&E | 19 | 19 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Gross PP&E | 89 | 88 |
Pipelines and related assets | ||
Property, Plant and Equipment [Line Items] | ||
Gross PP&E | 1,387 | 1,372 |
Terminals and related assets | ||
Property, Plant and Equipment [Line Items] | ||
Gross PP&E | 702 | 671 |
Rail racks and related assets | ||
Property, Plant and Equipment [Line Items] | ||
Gross PP&E | 137 | 137 |
Processing and related assets | ||
Property, Plant and Equipment [Line Items] | ||
Gross PP&E | 842 | 837 |
Caverns and related assets | ||
Property, Plant and Equipment [Line Items] | ||
Gross PP&E | 584 | 583 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Gross PP&E | $ 160 | $ 47 |
Debt (Summary of Long-Term Debt
Debt (Summary of Long-Term Debt) (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 2,950 | $ 2,975 |
Net unamortized discounts and debt issuance costs | (28) | (30) |
Total Debt | 2,922 | 2,945 |
Short-term debt | 0 | 25 |
Long-term debt | 2,922 | 2,920 |
Tax-exempt bonds | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 75 | $ 100 |
Interest rate, stated percentage | 1.86% | 1.94% |
Senior Notes | 2.646% Senior Notes due 2020 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 300 | $ 300 |
Interest rate, stated percentage | 2.646% | 2.646% |
Senior Notes | 3.605% Senior Notes due 2025 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 500 | $ 500 |
Interest rate, stated percentage | 3.605% | 3.605% |
Senior Notes | 3.550% Senior Notes due 2026 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 500 | $ 500 |
Interest rate, stated percentage | 3.55% | 3.55% |
Senior Notes | 3.750% Senior Notes due 2028 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 500 | $ 500 |
Interest rate, stated percentage | 3.75% | 3.75% |
Senior Notes | 4.680% Senior Notes due 2045 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 450 | $ 450 |
Interest rate, stated percentage | 4.68% | 4.68% |
Senior Notes | 4.900% Senior Notes due 2046 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 625 | $ 625 |
Interest rate, stated percentage | 4.90% | 4.90% |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - Fair Value, Inputs, Level 2 - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, fair value disclosure | $ 2,765 | $ 2,918 |
Tax-exempt bonds | ||
Debt Instrument [Line Items] | ||
Debt instrument, fair value disclosure | $ 75 | $ 100 |
Equity (Details)
Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 28 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Jun. 30, 2018 | |
Limited Partners' Capital Account [Line Items] | ||||||
Number of common units issued in public offering (in shares) | 2,239,247 | 3,323,576 | ||||
At The Market Offering Program | Common Units | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Number of common units issued in public offering (in shares) | 898,313 | 0 | 2,239,247 | 3,323,576 | 5,958,115 | |
Issuance of common units | $ 47,000,000 | $ 114,000,000 | $ 171,000,000 | $ 306,000,000 | ||
Maximum | At The Market Offering Program | Common Units | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Maximum aggregate amount of continuous units issuance authorized | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 |
Operating Revenues (Revenues Di
Operating Revenues (Revenues Disaggregated) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenues | $ 265 | $ 775 |
Pipelines | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenues | 123 | 336 |
Terminals | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenues | 37 | 114 |
Storage, processing and other revenues | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenues | $ 105 | $ 325 |
Operating Revenues (Narrative)
Operating Revenues (Narrative) (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Lease revenue | $ 159 | $ 446 | ||
Revenue from contract with customer | 106 | 329 | ||
Contract with customer, liability | $ 78 | 78 | 78 | $ 93 |
Contract with customer, liability, revenue recognized | 1 | $ 10 | ||
Customer contracts, average remaining duration | 8 years | |||
Maximum | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Customer contracts, term | 15 years | |||
Lease Agreements | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Receivables, net | $ 51 | 51 | $ 51 | 49 |
Storage, processing and other revenues | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Contract with customer, asset | 44 | 44 | 44 | 37 |
Contract with customer, liability | $ 6 | $ 6 | $ 6 | $ 13 |
Operating Revenues (Performance
Operating Revenues (Performance Obligations) (Details) $ in Millions | Sep. 30, 2018USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 192 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 758 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 755 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 744 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 732 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 3,049 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 6,230 |
Phillips 66 | Phillips 66 | Lease Agreements | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 3,400 |
Net Income Per Limited Partne_3
Net Income Per Limited Partner Unit (Schedule of Earnings Per unit of our Limited Partners) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |||
Limited Partners' Capital Account [Line Items] | ||||||
Net income attributable to the Partnership | $ 217 | $ 99 | [1] | $ 575 | $ 299 | [1] |
Distribution declared | 169 | 121 | 475 | 320 | ||
Distributions less than (more than) net income attributable to the Partnership | 48 | (22) | 100 | (21) | ||
General Partner | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Net income attributable to the Partnership | 64 | 43 | 172 | 112 | ||
Distribution declared | 61 | 43 | 169 | 111 | ||
Preferred Units | Limited Partner | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Net income attributable to the Partnership | 9 | 0 | 28 | 0 | ||
Distribution declared | 9 | 0 | 28 | 0 | ||
Common Units | Limited Partner | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Net income attributable to the Partnership | 144 | 56 | 375 | 187 | ||
Distribution declared | $ 99 | $ 78 | $ 278 | $ 209 | ||
[1] | Prior-period financial information has been retrospectively adjusted for acquisitions of businesses under common control. |
Net Income Per Limited Partne_4
Net Income Per Limited Partner Unit (Schedule of Net Income By Class of Participating Securities) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |||
Partners' Capital [Abstract] | ||||||
Distribution declared | $ 169 | $ 121 | $ 475 | $ 320 | ||
Distributions less (more) than net income attributable to the Partnership | 48 | (22) | 100 | (21) | ||
Net income attributable to the Partnership | $ 217 | $ 99 | [1] | $ 575 | $ 299 | [1] |
Dilutive effect of preferred units (in shares) | 13,819,791 | 13,819,791 | ||||
Common Units | ||||||
Partners' Capital [Abstract] | ||||||
Weighted-average units outstanding—basic (in shares) | 123,269,827 | 110,506,000 | [1] | 122,362,079 | 109,043,000 | [1] |
Weighted-average units outstanding—diluted (in shares) | 137,089,618 | 136,181,870 | ||||
Net income attributable to the Partnership per limited partner unit—basic (in dollars per share) | $ 1.17 | $ 0.51 | [1] | $ 3.06 | $ 1.72 | [1] |
Net income attributable to the Partnership per limited partner unit—diluted (in dollars per share) | $ 1.10 | $ 0.51 | [1] | $ 2.91 | $ 1.72 | [1] |
Weighted-average units outstanding—basic and diluted (in shares) | 110,505,502 | 109,042,961 | ||||
Net income attributable to the Partnership per limited partner unit—basic and dilutive (in dollars per share) | $ 0.51 | $ 1.72 | ||||
General Partner | ||||||
Partners' Capital [Abstract] | ||||||
Distribution declared | $ 61 | $ 43 | $ 169 | $ 111 | ||
Distributions less (more) than net income attributable to the Partnership | 3 | 0 | 3 | 1 | ||
Net income attributable to the Partnership | 64 | 43 | 172 | 112 | ||
Limited Partner | ||||||
Partners' Capital [Abstract] | ||||||
Dilutive effect of preferred units | 7 | 21 | ||||
Limited Partner | Common Units | ||||||
Partners' Capital [Abstract] | ||||||
Distribution declared | 99 | 78 | 278 | 209 | ||
Distributions less (more) than net income attributable to the Partnership | 45 | (22) | 97 | (22) | ||
Net income attributable to the Partnership | 144 | 56 | 375 | 187 | ||
Net income attributable to the Partnership (diluted) | 151 | 396 | ||||
Limited Partner | Preferred Units | ||||||
Partners' Capital [Abstract] | ||||||
Distribution declared | 9 | 0 | 28 | 0 | ||
Distributions less (more) than net income attributable to the Partnership | 0 | 0 | 0 | 0 | ||
Net income attributable to the Partnership | $ 9 | $ 0 | $ 28 | $ 0 | ||
[1] | Prior-period financial information has been retrospectively adjusted for acquisitions of businesses under common control. |
Net Income Per Limited Partne_5
Net Income Per Limited Partner Unit (Narrative) (Details) | Oct. 17, 2018$ / shares |
Common Units | Cash Distribution | Subsequent Event | |
Subsequent Events [Abstract] | |
Quarterly cash distribution declared per limited partner unit (in dollars per share) | $ 0.792 |
Cash Flow Information (Capital
Cash Flow Information (Capital Expenditures and Investments) (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | ||
Capital Expenditures And Investments [Abstract] | |||
Cash capital expenditures and investments | $ 410 | $ 308 | [1] |
Change in capital expenditure accruals | 35 | (2) | |
Total capital expenditures and investments | 445 | 306 | |
Capital expenditures and investments attributable to the Partnership | 445 | 225 | |
Capital expenditures and investments attributable to Predecessors | $ 0 | $ 81 | |
[1] | Prior-period financial information has been retrospectively adjusted for acquisitions of businesses under common control. |
Cash Flow Information (Narrativ
Cash Flow Information (Narrative) (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Cash and Cash Equivalents [Abstract] | ||
Restricted cash | $ 0 | $ 0 |
Related Party Transactions (Sum
Related Party Transactions (Summary of Related Party Transactions) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Related Party Transactions [Abstract] | ||||
Operating and maintenance expenses | $ 46 | $ 48 | $ 161 | $ 138 |
General and administrative expenses | 15 | 16 | 45 | 49 |
Total | $ 61 | $ 64 | $ 206 | $ 187 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Aug. 31, 2016 | |
Dakota Access LLC and Energy Transfer Crude Oil Company, LLC | ||
Related party agreements and fees | ||
Maximum exposure | $ 17 | |
Phillips 66 | Amended Omnibus Agreement | Phillips 66 | ||
Related party agreements and fees | ||
Monthly operational and administrative support fee | $ 8 | |
Dakota Access LLC and Energy Transfer Crude Oil Company, LLC | ||
Related party agreements and fees | ||
Project financing | $ 2,500 |
Related Party Transactions (Oth
Related Party Transactions (Other Related Party Balances) (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||
Deferred revenues | $ 60 | $ 35 |
Deferred revenues and other liabilities | 22 | 66 |
Phillips 66 | ||
Related Party Transaction [Line Items] | ||
Deferred rentals and other assets | 5 | 5 |
Deferred revenues | 59 | 33 |
Deferred revenues and other liabilities | $ 17 | $ 61 |