Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36710 | |
Entity Registrant Name | Shell Midstream Partners, L.P. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-5223743 | |
Entity Address, Address Line One | 150 N. Dairy Ashford | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77079 | |
City Area Code | 832 | |
Local Phone Number | 337-2034 | |
Title of 12(b) Security | Common Units, Representing Limited Partner Interests | |
Trading Symbol | SHLX | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 393,289,537 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001610466 |
UNAUDITED CONSOLIDATED BALANCE
UNAUDITED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 325 | $ 361 |
Accounts receivable – third parties, net | 17 | 16 |
Accounts receivable – related parties | 34 | 40 |
Allowance oil | 30 | 22 |
Prepaid expenses | 8 | 26 |
Total current assets | 414 | 465 |
Equity method investments | 966 | 974 |
Property, plant and equipment, net | 634 | 654 |
Operating lease right-of-use assets | 3 | 3 |
Other investments | 2 | 2 |
Contract assets – related parties | 210 | 218 |
Other assets – related parties | 2 | 2 |
Total assets | 2,231 | 2,318 |
Current liabilities | ||
Accounts payable – third parties | 8 | 4 |
Accounts payable – related parties | 17 | 17 |
Deferred revenue – third parties | 3 | 2 |
Deferred revenue – related parties | 39 | 31 |
Accrued liabilities – third parties | 17 | 11 |
Accrued liabilities – related parties | 18 | 24 |
Debt payable – related party | 250 | 400 |
Total current liabilities | 352 | 489 |
Noncurrent liabilities | ||
Debt payable – related party | 2,292 | 2,292 |
Operating lease liabilities | 3 | 4 |
Finance lease liabilities | 22 | 23 |
Deferred revenue and other unearned income | 3 | 3 |
Total noncurrent liabilities | 2,320 | 2,322 |
Total liabilities | 2,672 | 2,811 |
Commitments and Contingencies | ||
(DEFICIT) EQUITY | ||
Preferred unitholders (50,782,904 units issued and outstanding as of both June 30, 2022 and December 31, 2021) | (1,059) | (1,059) |
Financing receivables – related parties | (290) | (293) |
Accumulated other comprehensive loss | (8) | (8) |
Total partners’ deficit | (443) | (494) |
Noncontrolling interests | 2 | 1 |
Total deficit | (441) | (493) |
Total liabilities and deficit | 2,231 | 2,318 |
Common Units | ||
(DEFICIT) EQUITY | ||
Common unitholders | 3,369 | 3,354 |
Common Units | Shell Pipeline Company L P | ||
(DEFICIT) EQUITY | ||
Common unitholders | $ (2,455) | $ (2,488) |
UNAUDITED CONSOLIDATED BALANC_2
UNAUDITED CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred units, issued (in shares) | 50,782,904 | 50,782,904 |
Preferred units, outstanding (in shares) | 50,782,904 | 50,782,904 |
Common unitholders' capital account, units outstanding (in shares) | 393,289,537 | 393,289,537 |
Common Units | ||
Common unitholders' capital account, units issued (in shares) | 123,832,233 | 123,832,233 |
Common unitholders' capital account, units outstanding (in shares) | 123,832,233 | 123,832,233 |
Common Units | Shell Pipeline Company L P | ||
Common unitholders' capital account, units issued (in shares) | 269,457,304 | 269,457,304 |
Common unitholders' capital account, units outstanding (in shares) | 269,457,304 | 269,457,304 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue | ||||
Revenue from contract with customer | $ 135 | $ 134 | $ 257 | $ 259 |
Lease revenue – related parties | 14 | 14 | 27 | 28 |
Total revenue | 149 | 148 | 284 | 287 |
Costs and expenses | ||||
Operations and maintenance – third parties | 17 | 11 | 32 | 22 |
Operations and maintenance – related parties | 27 | 34 | 53 | 61 |
Cost of product sold | 14 | 7 | 23 | 11 |
Impairment of fixed assets | 0 | 0 | 0 | 3 |
General and administrative – third parties | 2 | 1 | 4 | 3 |
General and administrative – related parties | 12 | 12 | 23 | 22 |
Depreciation, amortization and accretion | 13 | 12 | 25 | 25 |
Property and other taxes | 5 | 6 | 10 | 11 |
Total costs and expenses | 90 | 83 | 170 | 158 |
Operating income | 59 | 65 | 114 | 129 |
Income from equity method investments | 97 | 105 | 205 | 207 |
Other income | 9 | 10 | 19 | 24 |
Investment and other income | 106 | 115 | 224 | 231 |
Interest income | 8 | 7 | 16 | 15 |
Interest expense | 22 | 21 | 43 | 42 |
Income before income taxes | 151 | 166 | 311 | 333 |
Income tax expense | 0 | 0 | 0 | 0 |
Net income | 151 | 166 | 311 | 333 |
Less: Net income attributable to noncontrolling interests | 3 | 4 | 5 | 8 |
Net income attributable to the Partnership | 148 | 162 | 306 | 325 |
Components of Limited Partners' Interest In Net Income Attributable to the Partnership's Common Unit holders | ||||
Preferred unitholder’s interest in net income attributable to the Partnership | 12 | 12 | 24 | 24 |
Limited Partners’ interest in net income attributable to the Partnership’s common unitholders | $ 136 | $ 150 | $ 282 | $ 301 |
Net income per Limited Partner Unit - Basic and Diluted: | ||||
Distributions per Limited Partner unit (in dollars per share) | $ 0.3000 | $ 0.3000 | $ 0.6000 | $ 0.7600 |
Common | ||||
Net income per Limited Partner Unit - Basic and Diluted: | ||||
Common - basic (in dollars per share) | 0.35 | 0.38 | 0.72 | 0.76 |
Common - diluted (in dollars per share) | $ 0.33 | $ 0.36 | $ 0.69 | $ 0.73 |
Common Unitholders Public | ||||
Weighted average Limited Partner Units outstanding - Basic and Diluted: | ||||
Common units - basic (in shares) | 123.8 | 123.8 | 123.8 | 123.8 |
Common units - diluted (in shares) | 123.8 | 123.8 | 123.8 | 123.8 |
Common Unitholder SPLC | ||||
Weighted average Limited Partner Units outstanding - Basic and Diluted: | ||||
Common units - basic (in shares) | 269.5 | 269.5 | 269.5 | 269.5 |
Common units - diluted (in shares) | 320.3 | 320.3 | 320.3 | 320.3 |
Third Parties | Transportation, Terminaling and Storage Services | ||||
Revenue | ||||
Revenue from contract with customer | $ 33 | $ 39 | $ 65 | $ 80 |
Third Parties | Product Revenue | ||||
Revenue | ||||
Revenue from contract with customer | 2 | 0 | 2 | 0 |
Related Parties | ||||
Revenue | ||||
Lease revenue – related parties | 14 | 14 | 27 | 28 |
Related Parties | Transportation, Terminaling and Storage Services | ||||
Revenue | ||||
Revenue from contract with customer | 84 | 86 | 163 | 164 |
Related Parties | Product Revenue | ||||
Revenue | ||||
Revenue from contract with customer | $ 16 | $ 9 | $ 27 | $ 15 |
UNAUDITED CONSOLIDATED STATEM_2
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 151 | $ 166 | $ 311 | $ 333 |
Other comprehensive income (loss), net of tax: | ||||
Remeasurements of pension and other postretirement benefits related to equity method investments, net of tax | 0 | 0 | 0 | 0 |
Comprehensive income | 151 | 166 | 311 | 333 |
Less comprehensive income attributable to: | ||||
Noncontrolling interests | 3 | 4 | 5 | 8 |
Comprehensive income attributable to the Partnership | $ 148 | $ 162 | $ 306 | $ 325 |
UNAUDITED CONSOLIDATED STATEM_3
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net income | $ 311 | $ 333 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation, amortization and accretion | 25 | 25 |
Amortization of contract assets - related parties | 7 | 8 |
Impairment of fixed assets | 0 | 3 |
Undistributed equity earnings | (32) | (10) |
Changes in operating assets and liabilities | ||
Accounts receivable | 9 | (5) |
Allowance oil | (7) | (9) |
Prepaid expenses and other assets | 17 | 16 |
Accounts payable | 3 | 0 |
Deferred revenue and other unearned income | 8 | (5) |
Accrued liabilities | 0 | (5) |
Net cash provided by operating activities | 341 | 351 |
Cash flows from investing activities | ||
Capital expenditures | (7) | (4) |
May 2021 Transaction | 0 | 10 |
Contributions to investment | 0 | (3) |
Return of investment | 41 | 30 |
Auger Divestiture | 0 | 2 |
Net cash provided by investing activities | 34 | 35 |
Cash flows from financing activities | ||
Repayments of credit facilities | (150) | 0 |
Distributions to noncontrolling interests | (5) | (7) |
Distributions to unitholders and general partner | (260) | (346) |
Other contributions from Parent | 1 | 0 |
Other contributions from noncontrolling interest | 1 | 0 |
Prepayment fee on credit facility | 0 | (2) |
Receipt of principal payments on financing receivables | 3 | 2 |
Repayment of principal on finance leases | (1) | 0 |
Net cash used in financing activities | (411) | (353) |
Net (decrease) increase in cash and cash equivalents | (36) | 33 |
Cash and cash equivalents at beginning of the period | 361 | 320 |
Cash and cash equivalents at end of the period | 325 | 353 |
Non-cash investing and financing transactions: | ||
Change in accrued capital expenditures | 1 | 1 |
Other non-cash contributions from Parent | $ 1 | $ 0 |
UNAUDITED CONSOLIDATED STATEM_4
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN (DEFICIT) EQUITY - USD ($) $ in Millions | Total | Financing Receivables | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Preferred Unitholder SPLC | Common Unitholders Public | Common Unitholder SPLC |
Beginning balance at Dec. 31, 2020 | $ (458) | $ (298) | $ (9) | $ 23 | $ (1,059) | $ 3,382 | $ (2,497) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 167 | 4 | 12 | 48 | 103 | ||
Distributions to unitholders | (173) | (12) | (57) | (104) | |||
Distributions to noncontrolling interests | (4) | (4) | |||||
Principal repayments on financing receivables | 1 | 1 | |||||
Ending balance at Mar. 31, 2021 | (467) | (297) | (9) | 23 | (1,059) | 3,373 | (2,498) |
Beginning balance at Dec. 31, 2020 | (458) | (298) | (9) | 23 | (1,059) | 3,382 | (2,497) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 333 | ||||||
Ending balance at Jun. 30, 2021 | (467) | (296) | (9) | 2 | (1,059) | 3,363 | (2,468) |
Beginning balance at Mar. 31, 2021 | (467) | (297) | (9) | 23 | (1,059) | 3,373 | (2,498) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 166 | 4 | 12 | 47 | 103 | ||
Distributions to unitholders | (173) | (12) | (57) | (104) | |||
Distributions to noncontrolling interests | (3) | (3) | |||||
May 2021 Transaction | 9 | (22) | 31 | ||||
Principal repayments on financing receivables | 1 | 1 | |||||
Ending balance at Jun. 30, 2021 | (467) | (296) | (9) | 2 | (1,059) | 3,363 | (2,468) |
Beginning balance at Dec. 31, 2021 | (493) | (293) | (8) | 1 | (1,059) | 3,354 | (2,488) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 160 | 2 | 12 | 46 | 100 | ||
Distributions to unitholders | (130) | (12) | (37) | (81) | |||
Distributions to noncontrolling interests | (2) | (2) | |||||
Principal repayments on financing receivables | 1 | 1 | |||||
Ending balance at Mar. 31, 2022 | (464) | (292) | (8) | 1 | (1,059) | 3,363 | (2,469) |
Beginning balance at Dec. 31, 2021 | (493) | (293) | (8) | 1 | (1,059) | 3,354 | (2,488) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 311 | ||||||
Ending balance at Jun. 30, 2022 | (441) | (290) | (8) | 2 | (1,059) | 3,369 | (2,455) |
Beginning balance at Mar. 31, 2022 | (464) | (292) | (8) | 1 | (1,059) | 3,363 | (2,469) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 151 | 3 | 12 | 43 | 93 | ||
Other contributions from Parent | 2 | 2 | |||||
Other contributions from noncontrolling interest | 1 | 1 | |||||
Distributions to unitholders | (130) | (12) | (37) | (81) | |||
Distributions to noncontrolling interests | (3) | (3) | |||||
Principal repayments on financing receivables | 2 | 2 | |||||
Ending balance at Jun. 30, 2022 | $ (441) | $ (290) | $ (8) | $ 2 | $ (1,059) | $ 3,369 | $ (2,455) |
Description of the Business and
Description of the Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business and Basis of Presentation | Description of the Business and Basis of Presentation Shell Midstream Partners, L.P. (“we,” “us,” “our,” “SHLX” or “the Partnership”) is a Delaware limited partnership formed by Shell plc on March 19, 2014 to own and operate pipeline and other midstream assets, including certain assets purchased from Shell Pipeline Company LP (“SPLC”) and its affiliates. We conduct our operations either through our wholly-owned subsidiary, Shell Midstream Operating LLC (the “Operating Company”), or through direct ownership. Our general partner is Shell Midstream Partners GP LLC (“general partner”). References to “Shell” or “Parent” refer collectively to Shell plc and its controlled affiliates, other than us, our subsidiaries and our general partner. As of June 30, 2022, our general partner holds a non-economic general partner interest in the Partnership, and affiliates of SPLC own a 68.5% limited partner interest (269,457,304 common units) and 50,782,904 Series A perpetual convertible preferred units (the “Series A Preferred Units”) in the Partnership. These common units and preferred units, on an as-converted basis, represent a 72% interest in the Partnership. See Note 8 – (Deficit) Equity for additional details. Take Private Proposal On February 11, 2022, the Board of Directors of our general partner (the “Board”) received a non-binding, preliminary proposal letter from SPLC to acquire all of the Partnership’s issued and outstanding common units not already owned by SPLC or its affiliates at a value of $12.89 per each issued and outstanding publicly-held common unit (the “Proposal”). The Board appointed the conflicts committee to review, evaluate and negotiate the Proposal. Refer to Note 13 – Subsequent Events – Merger Agreement for additional information. Description of the Business We own, operate, develop and acquire pipelines and other midstream and logistics assets. As of June 30, 2022, our assets include interests in entities that own (a) crude oil and refined products pipelines and terminals that serve as key infrastructure to transport onshore and offshore crude oil production to Gulf Coast and Midwest refining markets and deliver refined products from those markets to major demand centers and (b) storage tanks and financing receivables that are secured by pipelines, storage tanks, docks, truck and rail racks and other infrastructure used to stage and transport intermediate and finished products. The Partnership’s assets also include interests in entities that own natural gas and refinery gas pipelines that transport offshore natural gas to market hubs and deliver refinery gas from refineries and plants to chemical sites along the Gulf Coast. We generate revenue from the transportation, terminaling and storage of crude oil, refined products, and intermediate and finished products through our pipelines, storage tanks, docks, truck and rail racks, generate income from our equity and other investments, and generate interest income from financing receivables on certain logistics assets. Our operations consist of one reportable segment. The following table reflects our ownership interests as of June 30, 2022: SHLX Ownership Pecten Midstream LLC (“Pecten”) 100.0 % Sand Dollar Pipeline LLC (“Sand Dollar”) 100.0 % Triton West LLC (“Triton”) 100.0 % Zydeco Pipeline Company LLC (“Zydeco”) (1) 100.0 % Mattox Pipeline Company LLC (“Mattox”) 79.0 % Amberjack Pipeline Company LLC (“Amberjack”) – Series A/Series B 75.0% / 50.0% Mars Oil Pipeline Company LLC (“Mars”) 71.5 % Odyssey Pipeline L.L.C. (“Odyssey”) 71.0 % Bengal Pipeline Company LLC (“Bengal”) 50.0 % Crestwood Permian Basin LLC (“Permian Basin”) 50.0 % LOCAP LLC (“LOCAP”) 41.48 % Explorer Pipeline Company (“Explorer”) 38.59 % Poseidon Oil Pipeline Company, L.L.C. (“Poseidon”) 36.0 % Colonial Enterprises, Inc. (“Colonial”) 16.125 % Proteus Oil Pipeline Company, LLC (“Proteus”) 10.0 % Endymion Oil Pipeline Company, LLC (“Endymion”) 10.0 % Cleopatra Gas Gathering Company, LLC (“Cleopatra”) 1.0 % (1) Prior to May 1, 2021, we owned a 92.5% ownership interest in Zydeco and SPLC owned the remaining 7.5% ownership interest. Basis of Presentation Our unaudited consolidated financial statements include all subsidiaries required to be consolidated under generally accepted accounting principles in the United States (“GAAP”). Our reporting currency is U.S. dollars, and all references to dollars are U.S. dollars. The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete annual financial statements. The year-end consolidated balance sheet data was derived from audited financial statements. During interim periods, we follow the accounting policies disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021 (our “2021 Annual Report”), filed with the United States Securities and Exchange Commission (“SEC”), unless otherwise described herein. The unaudited consolidated financial statements for both the three and six months ended June 30, 2022 and June 30, 2021 include all adjustments we believe are necessary for a fair statement of the results of operations for the interim periods presented. These adjustments are of a normal recurring nature unless otherwise disclosed. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. These unaudited consolidated financial statements and other information included in this Quarterly Report on Form 10-Q should be read in conjunction with our audited consolidated financial statements and notes thereto included in our 2021 Annual Report. Our consolidated subsidiaries include Pecten, Sand Dollar, Triton, Zydeco, Odyssey and the Operating Company. Asset acquisitions of additional interests in previously consolidated subsidiaries and interests in equity method and other investments are included in the financial statements prospectively from the effective date of each acquisition. In cases where these types of acquisitions are considered acquisitions of businesses under common control, the financial statements are retrospectively adjusted. Summary of Significant Accounting Policies The accounting policies are set forth in Note 2 – Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements of our 2021 Annual Report. There have been no significant changes to these policies during the six months ended June 30, 2022. |
Acquisitions and Other Transact
Acquisitions and Other Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Other Transactions | Acquisitions and Other Transactions May 2021 Transaction Effective May 1, 2021, Triton sold to Equilon Enterprises LLC d/b/a Shell Oil Products US (“SOPUS”), as designee of SPLC, substantially all of the assets associated with its clean products truck rack terminal and facility in Anacortes, Washington (the “Anacortes Assets”). In exchange for the Anacortes Assets, SPLC paid Triton $10 million in cash and transferred to the Operating Company, as designee of Triton, SPLC’s 7.5% interest in Zydeco (the “May 2021 Transaction”). Effective May 1, 2021, the Partnership owned a 100.0% ownership interest in Zydeco. The May 2021 Transaction closed pursuant to a Sale and Purchase Agreement dated April 28, 2021 between Triton and SPLC, effective May 1, 2021 (the “May 2021 Sale and Purchase Agreement”). The May 2021 Sale and Purchase Agreement contains customary representations, warranties and covenants of Triton and SPLC. SPLC, on the one hand, and Triton, on the other hand, have agreed to indemnify each other and their respective affiliates, officers, directors and other representatives against certain losses resulting from any breach of their representations, warranties or covenants contained in the May 2021 Sale and Purchase Agreement, subject to certain limitations and survival periods. In connection with the May 2021 Transaction, the Partnership and SPLC entered into a Termination of Voting Agreement dated April 28, 2021 and effective May 1, 2021, under which they agreed to terminate the Voting Agreement dated November 3, 2014 between the Partnership and SPLC, relating to certain governance matters for their respective direct and indirect ownership interests in Zydeco. Auger Divestiture |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related party transactions include transactions with SPLC and Shell, including those entities in which Shell has an ownership interest but does not have control. See Note 1 – Description of the Business and Basis of Presentation – Take Private Proposal for additional information regarding the Proposal. Acquisition Agreements We have entered into several acquisition and other related agreements with SPLC and Shell. See Note 4 – Related Party Transactions – Acquisition Agreements in the Notes to Consolidated Financial Statements of our 2021 Annual Report for additional information. Omnibus Agreement We, our general partner, SPLC and the Operating Company entered into an Omnibus Agreement effective February 1, 2019 (the “2019 Omnibus Agreement”). The 2019 Omnibus Agreement addresses, among other things, the following matters: • our payment of an annual general and administrative fee of approximately $10 million for the provision of certain services by SPLC; • our obligation to reimburse SPLC for certain direct or allocated costs and expenses incurred by SPLC on our behalf; and • our obligation to reimburse SPLC for all expenses incurred by SPLC as a result of us becoming and continuing as a publicly-traded entity; we will reimburse our general partner for these expenses to the extent the fees relating to such services are not included in the general and administrative fee. Trade Marks License Agreement We, our general partner and SPLC entered into a Trade Marks License Agreement with Shell Trademark Management Inc. effective as of February 1, 2019. The Trade Marks License Agreement grants us the use of certain Shell trademarks and trade names and expires on January 1, 2024 unless earlier terminated by either party upon 360 days’ notice. Tax Sharing Agreement For a discussion of the Tax Sharing Agreement, see Note 4 – Related Party Transactions – Tax Sharing Agreement in the Notes to Consolidated Financial Statements of our 2021 Annual Report. Other Agreements We have entered into several customary agreements with SPLC and Shell. These agreements include pipeline operating agreements, reimbursement agreements and services agreements. See Note 4 – Related Party Transactions – Other Agreements in the Notes to Consolidated Financial Statements of our 2021 Annual Report for additional information. Partnership Agreement On April 1, 2020, we executed the Second Amended and Restated Agreement of Limited Partnership of Shell Midstream Partners, L.P. (the “Second Amended and Restated Partnership Agreement”), which amended and restated the Partnership’s First Amended and Restated Agreement of Limited Partnership dated November 3, 2014 in its entirety. Under the Second Amended and Restated Partnership Agreement, we reorganized our capital structure, and our general partner or its assignee agreed to waive a portion of the distributions that would otherwise have been payable on the common units issued to SPLC as part of the transactions completed in April 2020, in an amount of $20 million per quarter for four consecutive fiscal quarters, beginning with the distribution made with respect to the second quarter of 2020 and ending with the distribution made with respect to the first quarter of 2021. For additional information on the transactions completed in April 2020, see Note 3 – Acquisitions and Other Transactions in the Notes to Consolidated Financial Statements of our 2021 Annual Report. Noncontrolling Interests The noncontrolling interest for Odyssey consists of GEL Offshore Pipeline LLC’s (“GEL”) 29% retained ownership interest as of both June 30, 2022 and December 31, 2021. Other Related Party Balances Other related party balances consist of the following: June 30, 2022 December 31, 2021 Accounts receivable $ 34 $ 40 Prepaid expenses 7 23 Other assets 2 2 Contract assets (1) 210 218 Accounts payable (2) 17 17 Deferred revenue 39 31 Accrued liabilities (3) 18 24 Debt payable (4) 2,542 2,692 Finance lease liability 2 2 Financing receivables (1) 290 293 (1) Refer to the section entitled “ Sale Leaseback ” below for additional details. Financing receivables are presented as a component of (deficit) equity. (2) Accounts payable reflects amounts owed to SPLC for reimbursement of third-party expenses incurred by SPLC for our benefit. (3) As of June 30, 2022, Accrued liabilities reflects $15 million of accrued interest and $3 million of other accrued liabilities. As of December 31, 2021, Accrued liabilities reflects $15 million of accrued interest and $9 million of other accrued liabilities. Other accrued liabilities are primarily related to the accrued operations and maintenance expenses on the Norco Assets (as defined below). (4) Debt payable reflects borrowings outstanding after taking into account unamortized debt issuance costs of $2 million as of both June 30, 2022 and December 31, 2021. Related Party Credit Facilities We have entered into five credit facilities with Shell Treasury Center (West) Inc. (“STCW”), an affiliate of the Partnership: the 2021 Ten Year Fixed Facility, the Ten Year Fixed Facility, the Seven Year Fixed Facility, the Five Year Revolver due July 2023 and the Five Year Revolver due December 2022. On June 30, 2021, Zydeco entered into a termination of revolving loan facility agreement with STCW to terminate the 2019 Zydeco Revolver. For definitions and additional information regarding these credit facilities, see Note 6 – Related Party Debt in this report and Note 8 – Related Party Debt in the Notes to Consolidated Financial Statements of our 2021 Annual Report. Related Party Revenues and Expenses We provide crude oil transportation, terminaling and storage services to related parties under long-term contracts. We entered into these contracts in the normal course of our business. Our revenue from related parties for the three and six months ended June 30, 2022 and June 30, 2021 is disclosed in Note 9 – Revenue Recognition . The following table shows related party expenses, including certain personnel costs, incurred by Shell and SPLC on our behalf that are reflected in the accompanying unaudited consolidated statements of income for the indicated periods. Included in these amounts, and disclosed below, is our share of operating and general corporate expenses, as well as the fees paid to SPLC under certain agreements. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Allocated operating expenses $ 12 $ 13 $ 23 $ 27 Major maintenance costs (1) 2 2 3 3 Insurance expense (2) 5 5 10 10 Other (3) 8 14 17 21 Operations and maintenance – related parties $ 27 $ 34 $ 53 $ 61 Allocated general corporate expenses $ 7 $ 7 $ 13 $ 12 Management Agreement fee 2 3 5 5 Omnibus Agreement fee 3 2 5 5 General and administrative – related parties $ 12 $ 12 $ 23 $ 22 (1) Major maintenance costs are expensed as incurred in connection with the maintenance services of the Norco Assets (as defined below). Refer to section entitled “ Sale Leaseback ” below for additional details. (2) Prior to November 1, 2021, the majority of our insurance coverage was provided by a wholly-owned subsidiary of Shell, with the remaining coverage provided by third-party insurers. After November 1, 2021, a third-party insurer provided and continues to provide the first 5% of our insurance coverage with the remaining coverage provided by an affiliate of Shell as a reinsurer. (3) Other expenses primarily relate to salaries and wages, other payroll expenses and special maintenance. For a discussion of services performed by Shell on our behalf, see Note 1 – Description of Business and Basis of Presentation – Basis of Presentation – Expense Allocations in the Notes to Consolidated Financial Statements of our 2021 Annual Report. Pension and Retirement Savings Plans Employees who directly or indirectly support our operations participate in the pension, postretirement health and life insurance and defined contribution benefit plans sponsored by Shell, which include other Shell subsidiaries. Our share of pension and postretirement health and life insurance costs for the three and six months ended June 30, 2022 were $1 million and $2 million, respectively, and for the three and six months ended June 30, 2021 were $1 million and $3 million, respectively. Our share of defined contribution benefit plan costs for both the three and six months ended June 30, 2022 and June 30, 2021 were less than $1 million and $1 million, respectively. Pension and defined contribution benefit plan expenses are included in either General and administrative – related parties or Operations and maintenance – related parties in the accompanying unaudited consolidated statements of income, depending on the nature of the employee’s role in our operations. Equity and Other Investments We have equity and other investments in various entities. In some cases, we may be required to make capital contributions or other payments to these entities. See Note 4 – Equity Method Investments for additional details. Sale Leaseback Pursuant to the terminaling services agreements entered into among Triton, SOPUS and Shell Chemical LP (“Shell Chemical”) related to certain logistics assets at the Shell Norco Manufacturing Complex (the “Norco Assets”), the Partnership receives an annual net payment of $140 million, which is the total annual payment pursuant to the terminaling service agreements of $151 million, less $11 million, which primarily represents the allocated utility costs from SOPUS related to the Norco Assets. The annual payments are subject to annual Consumer Price Index (“CPI”) adjustments. See Note 9 – Revenue Recognition for additional details. The transfer of the Norco Assets, combined with the terminaling services agreements, were accounted for as a failed sale leaseback under Accounting Standards Codification (“ASC”) Topic 842, Leases (the “lease standard”). As a result, the transaction was treated as a financing arrangement in which the underlying assets were not recognized in property, plant and equipment of the Partnership as control of the Norco Assets did not transfer to the Partnership, and instead were recorded as financing receivables from SOPUS and Shell Chemical. We recognize interest income on the financing receivables on the basis of an imputed interest rate of 11.1% related to SOPUS and 7.4% related to Shell Chemical. The following table shows the interest income and cash principal payments received on the financing receivables for the three and six months ended June 30, 2022 and June 30, 2021 : Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cash payments for interest income $ 10 $ 7 $ 16 $ 15 Cash payments on principal of the financing receivables 1 1 2 2 The terminaling services agreements associated with the Norco Assets have operation and maintenance service components and major maintenance service components (together “service components”). Consistent with our operating lease arrangements, we allocate a portion of the arrangement’s transaction price to any service components within the scope of ASC Topic 606, Revenue from Contracts with Customers (“the revenue standard”) and defer the revenue, if necessary, until the point at which the performance obligation is met. We present the revenue earned from the service components under the revenue standard within Transportation, terminaling and storage services – related parties in the unaudited consolidated statements of income. See Note 9 – Revenue Recognition for additional details related to revenue recognized on the service components and amortization of the contract assets. |
Equity Method Investments
Equity Method Investments | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments For each of the following investments, we have the ability to exercise significant influence over these investments based on certain governance provisions and our participation in the significant activities and decisions that impact the management and economic performance of the investments. Equity method investments comprise the following as of the dates indicated: June 30, 2022 December 31, 2021 Ownership Investment Amount Ownership Investment Amount Mattox 79.0% $ 149 79.0% $ 156 Amberjack – Series A / Series B 75.0% / 50.0% 336 75.0% / 50.0% 359 Mars 71.5% 147 71.5% 150 Bengal 50.0% 84 50.0% 85 Permian Basin 50.0% 78 50.0% 80 LOCAP 41.48% 16 41.48% 15 Explorer 38.59% 60 38.59% 68 Poseidon 36.0% — 36.0% — Colonial 16.125% 67 16.125% 32 Proteus 10.0% 13 10.0% 13 Endymion 10.0% 16 10.0% 16 $ 966 $ 974 Impacts to Equity Method Investments Earnings from our equity method investments were as follows during the periods indicated: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Mattox $ 15 $ 15 $ 30 $ 30 Amberjack 26 26 54 55 Mars 22 25 51 54 Bengal 1 2 3 5 Explorer 16 26 26 33 Colonial 13 7 34 22 Other (1) 4 4 7 8 $ 97 $ 105 $ 205 $ 207 (1) Included in Other is the activity associated with our investments in Permian Basin, LOCAP, Proteus and Endymion. For the three and six months ended June 30, 2022, distributions received from equity method investments were $119 million and $230 million, respectively. For the three and six months ended June 30, 2021, distributions received from equity method investments were $128 million and $251 million, respectively. Unamortized differences in the basis of the initial investments and our interest in the separate net assets within the financial statements of the investees are amortized into net income over the remaining useful lives of the underlying assets. The amortization is included in Income from equity method investments. As of June 30, 2022 and December 31, 2021, the unamortized basis differences included in our equity investments were $71 million and $75 million, respectively. For both the three and six months ended June 30, 2022 and June 30, 2021, the net amortization expense was $2 million and $4 million, respectively. Cumulatively, distributions received from Poseidon have been in excess of our investment balance and, therefore, the equity method of accounting has been suspended for this investment and the investment amount reduced to zero. As we have no commitments to provide further financial support to Poseidon, we have recorded excess distributions in Other income of $9 million and $17 million for the three and six months ended June 30, 2022, respectively, and $10 million and $24 million for the three and six months ended June 30, 2021, respectively. Once our cumulative share of equity earnings becomes greater than the cumulative amount of distributions received, we will resume the equity method of accounting as long as the equity method investment balance remains greater than zero. Significant Developments The board of directors of Colonial elected not to declare a dividend for the three months ended June 30, 2022. On April 27, 2022, the Administrative Law Judge issued a second partial initial decision related to Colonial’s ongoing rate case with the Federal Energy Regulatory Commission (“FERC”) addressing the issues not covered in the first partial initial decision. The Administrative Law Judge did not make a decision on reparations or whether the rates charged by Colonial were just and reasonable. The parties to the case filed briefs on the recommendations in June 2022 and will be filing reply briefs in August 2022. The timing of such ruling is unknown. T here is not currently sufficient information to estimate the impact the FERC rate case may have on the Partnership ’ s financial statements. Depending upon the final outcome of the case, the potential adoption of such decision in whole or in part by the FERC could adversely affect our equity method investment in Colonial, net income and cash available for distribution. Capital Contributions We make capital contributions for our pro rata interest in Permian Basin to fund capital and other expenditures. For the three and six months ended June 30, 2022, we made no capital contributions, and for the three and six months ended June 30, 2021, we made capital contributions of $1 million and $3 million, respectively. Summarized Financial Information The following tables present aggregated selected unaudited income statement data for our equity method investments on a 100% basis. However, during periods in which an acquisition occurs, the selected unaudited income statement data reflects activity from the date of the acquisition. Three Months Ended June 30, 2022 Total revenues Total operating expenses Operating income (loss) Net income Statements of Income Mattox $ 22 $ 4 $ 18 $ 19 Amberjack 66 15 51 50 Mars 59 27 32 32 Bengal 10 11 (1) 2 Explorer 127 71 56 45 Colonial 355 200 155 85 Poseidon 36 10 26 24 Other (1) 52 32 20 19 (1) Included in Other is the activity associated with our investments in Permian Basin, LOCAP, Proteus and Endymion. Six Months Ended June 30, 2022 Total revenues Total operating expenses Operating income Net income Statements of Income Mattox $ 44 $ 7 $ 37 $ 38 Amberjack 137 32 105 104 Mars 120 46 74 74 Bengal 20 15 5 5 Explorer 208 115 93 71 Colonial 738 376 362 217 Poseidon 67 19 48 45 Other (1) 102 62 40 37 (1) Included in Other is the activity associated with our investments in Permian Basin, LOCAP, Proteus and Endymion. Three Months Ended June 30, 2021 Total revenues Total operating expenses Operating income Net income Statements of Income Mattox $ 22 $ 3 $ 19 $ 19 Amberjack 70 19 51 50 Mars 58 22 36 36 Bengal 12 8 4 4 Explorer 139 51 88 67 Colonial 306 209 97 45 Poseidon 34 9 25 24 Other (1) 53 30 23 21 (1) Included in Other is the activity associated with our investments in Permian Basin, LOCAP, Proteus and Endymion. Six Months Ended June 30, 2021 Total revenues Total operating expenses Operating income (loss) Net income Statements of Income Mattox $ 44 $ 6 $ 38 $ 38 Amberjack 142 36 106 105 Mars 121 44 77 77 Bengal 25 15 10 10 Explorer 208 93 115 88 Colonial 596 342 254 142 Poseidon 76 19 57 55 Other (1) 109 62 47 44 |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment, net, consists of the following as of the dates indicated: Depreciable June 30, 2022 December 31, 2021 Land — $ 12 $ 12 Building and improvements 10 - 40 years 45 45 Pipeline and equipment (1) 10 - 30 years 1,246 1,240 Other 5 - 25 years 35 35 1,338 1,332 Accumulated depreciation and amortization (2) (714) (690) 624 642 Construction in progress 10 12 Property, plant and equipment, net $ 634 $ 654 (1) As of June 30, 2022 and December 31, 2021, includes costs of $367 million and $366 million, respectively, related to assets under operating leases (as lessor). As of both June 30, 2022 and December 31, 2021, includes cost of $23 million related to assets under capital lease (as lessee). (2) As of June 30, 2022 and December 31, 2021, includes accumulated depreciation of $162 million and $155 million, respectively, related to assets under operating leases (as lessor). As of June 30, 2022 and December 31, 2021, includes accumulated amortization of $10 million and $9 million, respectively, related to assets under capital lease (as lessee). Deprec iation and amortization expense on property, plant and equipment for the three and six months ended June 30, 2022 was $13 million and $25 million, respectively, and for the three and six months ended June 30, 2021 was $12 million and $25 million, respectively, and is included in costs and expenses in the accompanying unaudited consolidated statements of income. Depreciation and amortization expense on property, plant and equipment includes amounts pertaining to assets under both operating leases (as lessor) and capital leases (as lessee). |
Related Party Debt
Related Party Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Related Party Debt | Related Party Debt Consolidated related party debt obligations comprise the following as of the dates indicated: June 30, 2022 December 31, 2021 Outstanding Balance Total Capacity Available Capacity Outstanding Balance Total Capacity Available Capacity Current Five Year Revolver due December 2022 $ 250 $ 1,000 $ 750 $ 400 $ 1,000 $ 600 Total current debt payable (1) $ 250 $ 1,000 $ 750 $ 400 $ 1,000 $ 600 Noncurrent 2021 Ten Year Fixed Facility $ 600 $ 600 $ — $ 600 $ 600 $ — Ten Year Fixed Facility 600 600 — 600 600 — Seven Year Fixed Facility 600 600 — 600 600 — Five Year Revolver due July 2023 494 760 266 494 760 266 Unamortized debt issuance costs (2) n/a n/a (2) n/a n/a Total noncurrent debt payable $ 2,292 $ 2,560 $ 266 $ 2,292 $ 2,560 $ 266 Total debt payable $ 2,542 $ 3,560 $ 1,016 $ 2,692 $ 3,560 $ 866 (1) As of both June 30, 2022 and December 31, 2021, the unamortized debt issuance costs for the current debt payable is less than $1 million and is therefore not being reflected in this table. Interest and fee expenses associated with our borrowings, net of capitalized interest, were $21 million and $41 million, respectively, for the three and six months ended June 30, 2022. Interest and fee expenses associated with our borrowings, net of capitalized interest, were $20 million and $41 million, respectively, for the three and six months ended June 30, 2021. We paid $20 million and $40 million for interest, respectively, during the three and six months ended June 30, 2022, and we paid $17 million and $41 million for interest, respectively, during the three and six months ended June 30, 2021. Borrowings and Repayments Borrowings under the Five Year Revolver due July 2023 and the Five Year Revolver due December 2022 bear interest at the three-month London Interbank Offered Rate (“LIBOR”) plus a margin or, in certain instances (including if LIBOR is discontinued) at an alternate interest rate as described in each respective revolver. LIBOR is being discontinued globally, and as such, a new benchmark will take its place. We are in discussion with our Parent to further clarify the reference rate(s) applicable to our revolving credit facilities once LIBOR is discontinued, and once determined, will assess the financial impact, if any. Borrowings under these revolving credit facilities approximate fair value as the interest rates are variable and reflective of market rates, which results in Level 2 instruments. The fair value of our fixed rate credit facilities is estimated based on the published market prices for issuances of similar risk and tenor and is categorized as Level 2 within the fair value hierarchy. As of June 30, 2022, the carrying amount and estimated fair value of total debt (before amortization of issuance costs) was $2,544 million and $2,451 million, respectively. As of December 31, 2021, the carrying amount and estimated fair value of total debt (before amortization of issuance costs) was $2,694 million and $2,849 million, respectively. On February 16, 2022, we used excess cash to repay $150 million of borrowings under the Five Year Revolver due December 2022. The 2021 Ten Year Fixed Facility was fully drawn on March 23, 2021, and the borrowings were used to repay the borrowings under, and replace, the Five Year Fixed Facility. In consideration for STCW’s consent to the prepayment of the Five Year Fixed Facility, the Partnership incurred a fee of approximately $2 million, which was paid on March 23, 2021. The Five Year Fixed Facility automatically terminated in connection with the prepayment. Borrowings and repayments under our credit facilities for the six months ended June 30, 2022 and June 30, 2021 are disclosed in our unaudited consolidated statements of cash flows. See Note 8 – (Deficit) Equity for additional information regarding the source of our repayments, if applicable to the period. For additional information on our credit facilities, refer to Note 8 – Related Party Debt in the Notes to Consolidated Financial Statements in our 2021 Annual Report. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)As a result of the transactions contemplated by the acquisition completed in June 2019, we recorded an accumulated other comprehensive loss related to pension and other post-retirement benefits provided by Explorer and Colonial to their employees. We are not a sponsor of these benefits plans. For both the three and six months ended June 30, 2022 and June 30, 2021 , we recorded remeasurements losses of less than $1 million related to the pension and other post-retirement benefits provided by Explorer and Colonial to their employees. |
(Deficit) Equity
(Deficit) Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
(Deficit) Equity | (Deficit) Equity General Partner As of June 30, 2022 , our general partner holds a non-economic general partner interest. Shelf Registrations We have a universal shelf registration statement on Form S-3 on file with the SEC under which we, as a well-known seasoned issuer, have the ability to issue and sell an indeterminate amount of common units and partnership securities representing limited partner units. Units Outstanding Common units The common units represent limited partner interests in us. The holders of common units, both public and SPLC, are entitled to participate in partnership distributions and have limited rights of ownership as provided for under the Second Amended and Restated Partnership Agreement. As of both June 30, 2022 and December 31, 2021 , we had 393,289,537 common units outstanding, of which 123,832,233 were publicly owned. SPLC owned 269,457,304 common units, representing an aggregate 68.5% limited partner interest in us. Series A Preferred Units As of both June 30, 2022 and December 31, 2021 , we had 50,782,904 preferred units outstanding. On April 1, 2020, we issued 50,782,904 Series A Preferred Units to SPLC at a price of $23.63 per preferred unit. The Series A Preferred Units rank senior to all common units with respect to distribution rights and rights upon liquidation. The Series A Preferred Units have voting rights, distribution rights and certain redemption rights, and are also convertible (at the option of the Partnership and at the option of the holder, in each case under certain circumstances) and are otherwise subject to the terms and conditions as set forth in the Second Amended and Restated Partnership Agreement. We classified the Series A Preferred Units as permanent equity since they are not redeemable for cash or other assets 1) at a fixed or determinable price on a fixed or determinable date; 2) at the option of the holder; or 3) upon the occurrence of an event that is not solely within the control of the issuer. Conversion At the option of Series A Preferred Unitholder s. As of January 1, 2022, the Series A Preferred Units are convertible by the preferred unitholders, at the preferred unitholders ’ option, into common units on a one-for-one basis, adjusted to give effect to any accrued and unpaid distributions on the applicable preferred units. At the option of the Partnership. The Partnership shall have the right to convert the Series A Preferred Units on a one-for-one basis, adjusted to give effect to any accrued and unpaid distributions on the applicable Series A Preferred Units, into common units at any time from and after January 1, 2023, if the closing price of the common units is greater than $33.082 per unit (140% of the Series A Preferred Unit Issue Price (as defined in the Second Amended and Restated Partnership Agreement)) for at least 20 trading days (whether or not consecutive) in a period of 30 consecutive trading days, including the last trading day of such 30 trading day period, ending on and including the trading day immediately preceding the date on which the Partnership sends notice to the holders of Series A Preferred Units of its election to convert such Series A Preferred Units. The conversion rate for the Series A Preferred Units shall be the quotient of (a) the sum of (i) $23.63, plus (ii) any unpaid cash distributions on the applicable Series A Preferred Units , divided by (b) $23.63. Voting The Series A Preferred Units are entitled to vote on an as-converted basis with the c ommon u nits and have certain other class voting rights with respect to any amendment to the Second Amended and Restated Partnership Agreement . In the event of any liquidation of the Partnership, the Series A Preferred Units are entitled to receive, out of the assets of the Partnership available for distribution to the p artners or any assignees, prior and in preference to any distribution of any assets of any junior securities, the value in each holder ’ s capital account in respect of such Series A Preferred Units. Change of Control U pon the occurrence of certain events involving a change of control in which more than 90% of the consideration payable to the holders of the c ommon u nits is payable in cash, the Series A Preferred Units will automatically convert into c ommon u nits at the then-applicable conversion rate. Upon the occurrence of certain other events involving a change of control, the holders of the Series A Preferred Units may elect, among other potential elections, to convert the Series A Preferred Units to common units at the then-applicable conversion rate. Special Distribution Each Series A Preferred Unit has the right to share in any special distributions by the Partnership of cash, securities or other property pro rata with the common units or any other securities, on an as-converted basis, provided that special distributions shall not include regular quarterly distributions paid in the normal course of business on the common units. Distributions to our Unitholders The holders of the Series A Preferred Units are entitled to cumulative quarterly distributions at a rate of $0.2363 per Series A Preferred Unit, payable quarterly in arrears no later than 60 days after the end of the applicable quarter. The Partnership is not entitled to pay any distributions on any junior securities, including any of the common units, prior to paying the quarterly distribution payable to the Series A Preferred Units, including any previously accrued and unpaid distributions. For both the three and six months ended June 30, 2022 and June 30, 2021, the aggregate amounts of cumulative preferred distributions paid were $12 million and $24 million, respectively, and the per unit amounts were $0.2363 and $0.4726, respectively. Under the Second Amended and Restated Partnership Agreement, our general partner or its assignee agreed to waive a portion of the distributions that would otherwise have been payable on the common units issued to SPLC as part of the transactions completed in April 2020, in an amount of $20 million per quarter for four consecutive fiscal quarters, beginning with the distribution made with respect to the second quarter of 2020 and ending with the distribution made with respect to the first quarter of 2021. See Note 3 — Related Party Transactions for terms of the Second Amended and Restated Partnership Agreement. The following table details the distributions declared and/or paid for the periods presented: Date Paid or Public SPLC SPLC Distributions to be Paid Three Months Ended Common Preferred Common Total (in millions, except per unit amounts) February 12, 2021 December 31, 2020 (1) $ 57 $ 12 $ 104 $ 173 $ 0.4600 May 14, 2021 March 31, 2021 (1) 57 12 104 173 0.4600 August 13, 2021 June 30, 2021 37 12 81 130 0.3000 November 12, 2021 September 30, 2021 37 12 81 130 0.3000 February 11, 2022 December 31, 2021 37 12 81 130 0.3000 May 13, 2022 March 31, 2022 37 12 81 130 0.3000 August 12, 2022 June 30, 2022 (2) 37 12 81 130 0.3000 (1) Includes the impact of waived distributions to SPLC as described above. (2) See Note 13 – Subsequent Events for additional information. Distributions to Noncontrolling Interests As a result of the May 2021 Transaction, SPLC no longer owns an interest in Zydeco. As such, for the three and six months ended June 30, 2022 and the three months ended June 30, 2021, there was no distribution to SPLC for the noncontrolling interest that it previously held in Zydeco. Distributions to SPLC for its noncontrolling interest in Zydeco for the six months ended June 30, 2021 were less than $1 million. For additional information on the May 2021 Transaction, refer to Note 2 – Acquisitions and Other Transactions . Distributions to GEL for its noncontrolling interest in Odyssey for the three and six months ended June 30, 2022 were $3 million and $5 million, respectively, and for the three and six months ended June 30, 2021 were $3 million and $7 million, respectively. See Note 3 – Related Party Transactions for additional details. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The revenue standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The revenue standard requires entities to recognize revenue through the application of a five-step model, which includes: identification of the contract; identification of the performance obligations; determination of the transaction price; allocation of the transaction price to the performance obligations; and recognition of revenue as the entity satisfies the performance obligations. Disaggregation of Revenue The following table provides information about disaggregated revenue by service type and customer type: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Transportation services revenue – third parties $ 30 $ 37 $ 60 $ 76 Transportation services revenue – related parties (1) 50 51 94 95 Storage services revenue – third parties 3 2 5 4 Storage services revenue – related parties 1 2 3 4 Terminaling services revenue – related parties (2) 31 31 62 61 Terminaling services revenue – major maintenance service – related parties (3) 2 2 4 4 Product revenue – third parties (4) 2 — 2 — Product revenue – related parties (4) 16 9 27 15 Total Topic 606 revenue 135 134 257 259 Lease revenue – related parties 14 14 27 28 Total revenue $ 149 $ 148 $ 284 $ 287 (1) Transportation services revenue – related parties includes $1 million and $2 million, respectively, of non-lease service component in our transportation services contracts for both the three and six months ended June 30, 2022 and June 30, 2021. (2) Terminaling services revenue – related parties is comprised of the service components in our terminaling services contracts, including the operation and maintenance service components related to the Norco Assets. See Note 3 – Related Party Transactions for additional details. (3) Terminaling services revenue – major maintenance service – related parties is comprised of the major maintenance service components related the Norco Assets. See N ote 3 – Related Party Transactions for additional details. (4) Product revenue – related parties is comprised of allowance oil sales. Lease revenue Certain of our long-term transportation and terminaling services contracts with related parties are accounted for as operating leases. These agreements have both lease and non-lease service components. We allocate the arrangement consideration between the lease components and any non-lease service components based on the relative stand-alone selling price of each component. We estimate the stand-alone selling price of the lease and non-lease service components based on an analysis of service-related and lease-related costs for each contract, adjusted for a representative profit margin. The contracts have a minimum fixed monthly payment for both the lease and non-lease service components. We present the non-lease service components under the revenue standard within Transportation, terminaling and storage services – related parties in the unaudited consolidated statements of income. Revenues from the lease components of these agreements are recorded within Lease revenue – related parties in the unaudited consolidated statements of income. Some of these agreements were entered into for terms of ten years, with the option for the lessee to extend for two additional five-year terms. One of these contracts was amended to include an option for the lessee to extend for a fourteen-month term prior to the original extension options. However, it is reasonably certain that the original extension options of the two additional five-year terms will not be exercised for this contract. Further, we have agreements with initial terms of ten years with the option for the lessee to extend for up to ten additional one-year terms. As of June 30, 2022, future minimum payments of both the lease and non-lease service components to be received under the ten-year contract term of these operating leases were estimated to be: Total Less than 1 year Years 2 to 3 Years 4 to 5 More than 5 years Operating leases $ 564 $ 109 $ 219 $ 211 $ 25 Terminaling services revenue - Norco Assets Certain of our terminaling service agreements entered into with SOPUS and Shell Chemical relate to the Norco Assets. These terminaling service agreements were entered into for an initial term of fifteen years, with the option to extend for an additional five-year term. The transfer of the Norco Assets, combined with the terminaling services agreements, were accounted for as a failed sale leaseback under the lease standard. The Partnership initially received an annual net payment of $140 million, which is the total annual payment pursuant to the terminaling service agreements of $151 million, less $11 million, which primarily represents the allocated utility costs from SOPUS related to the Norco Assets. The terminaling service agreements contain an inflation escalation clause, pursuant to which the annual payments increase on July 1 of each year commencing on July 1, 2021. The inflation adjustment is based on the rate of change in the annual CPI published by the U.S. Department of Labor’s Bureau of Labor Statistics. On July 1, 2021, the annual payments were escalated by applying a CPI adjustment of 4.86%. After such escalation, the Partnership receives an annual net payment of $147 million, which is the total annual payment of $158 million, less $11 million related to the allocated utility costs from SOPUS. These agreements have components related to financing receivables, for which the interest income is recognized in the unaudited consolidated statements of income and principal payments are recognized as a reduction to the financing receivables in the unaudited consolidated balance sheet. Revenue related to the service components are presented within Transportation, terminaling and storage services – related parties in the unaudited consolidated statements of income. For additional information on the service types of revenue, refer to Note 12 – Revenue Recognition in the Notes to Consolidated Financial Statements in our 2021 Annual Report. Contract Balances The following table provides information about receivables and contract liabilities from contracts with customers: January 1, 2022 June 30, 2022 Receivables from contracts with customers – third parties $ 13 $ 13 Receivables from contracts with customers – related parties 35 27 Contract assets – related parties 218 210 Deferred revenue – third parties 2 3 Deferred revenue – related parties (1) 31 39 (1) Deferred revenue – related parties is related to deficiency credits from certain minimum volume commitment contracts and certain components of our terminaling service contracts on the Norco Assets. The contract assets represent the excess of the fair value embedded within the terminaling services agreements transferred by the Partnership to SOPUS and Shell Chemical as part of entering into the terminaling services agreements related to the Norco Assets. The contract assets balance is amortized in a pattern consistent with the recognition of revenue on the service components of the contract. The portion of the contract assets relate d to operations and maintenance is amortized on a straight-line basis over a fifteen-year period, and the portion related to major maintenance is amortized based on the ratio of actual major maintenance costs incurred to the total projected major maintenance costs over the fifteen-year term. We recorded amortization as a component of Transportation, terminaling and storage services – related parties of $3 million and $7 million, respectively, for the three and six months ended June 30, 2022, and $4 million and $8 million, respectively for the three and six months ended June 30, 2021. We had $210 million and $218 million contract assets recognized from the costs to obtain or fulfill a contract as of June 30, 2022 and December 31, 2021, respectively. The estimated future amortization related to the contract assets for the next five years is as follows: Remainder of 2022 2023 2024 2025 2026 2027 Amortization $ 8 $ 17 $ 18 $ 19 $ 17 $ 16 Significant changes in the deferred revenue balances with customers during the period are as follows: December 31, 2021 Additions (1) Reductions (2) June 30, 2022 Deferred revenue – third parties $ 2 $ 3 $ (2) $ 3 Deferred revenue – related parties 31 12 (4) 39 (1) Deferred revenue additions resulted from $9 million deficiency payments from minimum volume commitment contracts and $6 million of deferred revenue related to the major maintenance service components of our terminaling service contracts on the Norco Assets. (2) Deferred revenue reductions resulted from revenue earned through the actual or estimated use and expiration of deficiency credits. Remaining Performance Obligations The following table includes revenue expected to be recognized in the future related to performance obligations exceeding one year of their initial terms that are unsatisfied or partially unsatisfied as of June 30, 2022: Total Remainder of 2022 2023 2024 2025 2026 and beyond Revenue expected to be recognized on multi-year committed shipper transportation contracts $ 378 $ 32 $ 63 $ 57 $ 50 $ 176 Revenue expected to be recognized on other multi-year transportation service contracts (1) 27 2 6 6 5 8 Revenue expected to be recognized on multi-year storage service contracts 26 4 10 12 — — Revenue expected to be recognized on multi-year terminaling service contracts (1) 257 24 47 47 48 91 Revenue expected to be recognized on multi-year operation and major maintenance terminaling service contracts (2) 1,431 55 119 125 127 1,005 $ 2,119 $ 117 $ 245 $ 247 $ 230 $ 1,280 (1) Relates to the non-lease service components of certain of our long-term transportation and terminaling service contracts, which are accounted for as operating leases. (2) Relates to the operation and maintenance service components and the major maintenance service components of our terminaling service contracts on the Norco Assets. As an exemption under the revenue standard, we do not disclose the amount of remaining performance obligations for contracts with an original expected duration of one year or less or for variable consideration that is allocated entirely to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation. |
Net Income Per Limited Partner
Net Income Per Limited Partner Unit | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Income Per Limited Partner Unit | Net Income Per Limited Partner Unit Net income per unit applicable to common limited partner units is computed by dividing the respective limited partners’ interest in net income attributable to the Partnership for the period by the weighted average number of common units outstanding for the period. Since the Series A Preferred Units are not considered a participating security, our only class of participating securities is the common units. For the three and six months ended June 30, 2022 and June 30, 2021, our Series A Preferred Units were dilutive to net income per limited partner unit. For the diluted net income per limited partner unit calculation, the Series A Preferred Units are assumed to be converted at the beginning of the period into common limited partner units o n a one-for-one basis, and the distribution formula for available cash is recalculated using the available cash amount increased only for the preferred distributions, which would have been attributable to the common units after conversion. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Limited Partners’ Common Units (in millions of dollars, except per unit data) Net income attributable to the Partnership’s common unitholders (basic) $ 136 $ 150 $ 282 $ 301 Dilutive effect of preferred units 12 12 24 24 Net income attributable to the Partnership’s common unitholders (diluted) $ 148 $ 162 $ 306 $ 325 Weighted average units outstanding - Basic 393.3 393.3 393.3 393.3 Dilutive effect of preferred units 50.8 50.8 50.8 50.8 Weighted average units outstanding - Diluted 444.1 444.1 444.1 444.1 Net income per limited partner unit: Basic $ 0.35 $ 0.38 $ 0.72 $ 0.76 Diluted $ 0.33 $ 0.36 $ 0.69 $ 0.73 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We are not a taxable entity for U.S. federal income tax purposes or for the majority of states that impose an income tax. Taxes on our net income are generally borne by our partners through the allocation of taxable income. Our income tax expense results from partnership activity in the state of Texas, as conducted by Zyd eco, Sand Dollar and Triton. Income tax expense for both the three and six months ended June 30, 2022 and June 30, 2021 was not material. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Environmental Matters We are subject to federal, state and local environmental laws and regulations. We routinely conduct reviews of potential environmental issues and claims that could impact our assets or operations. These reviews assist us in identifying environmental issues and estimating the costs and timing of remediation efforts. In making environmental liability estimations, we consider the material effect of environmental compliance, pending legal actions against us and potential third-party liability claims. Often, as the remediation evaluation and effort progresses, additional information is obtained, requiring revisions to estimated costs. These revisions are reflected in our income in the period in which they are probable and reasonably estimable. As of both June 30, 2022 and December 31, 2021, these costs and any related liabilities are not material. Legal Proceedings We are named defendants in lawsuits and governmental proceedings that arise in the ordinary course of business. For each of our outstanding legal matters, we evaluate the merits of the case, our exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. While there are still uncertainties related to the ultimate costs we may incur, based upon our evaluation and experience to date, we do not expect that the ultimate resolution of these matters will have a material adverse effect on our financial position, operating results or cash flows. Other Commitments Odyssey entered into a tie-in agreement effective January 2012 with a third party, which allowed producers to install the tie-in connection facilities and tie-in to the system. The tie-in agreement will terminate in the third quarter of 2022, as the third party elected not to participate in the project on the Odyssey system to re-route two pipelines around the MP289C platform. Zydeco entered into a joint tariff agreement that became effective September 1, 2016. The tariff is reviewed annually and the rate updated based on the FERC indexing adjustment to rates effective July 1 of each year. Effective July 1, 2021, there was an approximate 1% decrease to this rate based on the FERC’s indexing adjustment. The initial term of the agreement is ten years with automatic one-year renewal terms with the option to cancel prior to each renewal period. We hold cancellable easements or rights-of-way arrangements from landowners permitting the use of land for the construction and operation of our pipeline systems. Obligations under these easements are not material to the results of our operations. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events We have evaluated events that occurred after June 30, 2022 through the issuance of these unaudited consolidated financial statements. Any material subsequent events that occurred during this time have been properly recognized or disclosed in the unaudited consolidated financial statements and accompanying notes. Distribution On July 20, 2022, the Board declared cash distributions of $0.3000 per limited partner common unit and $0.2363 per limited partner preferred unit for the three months ended June 30, 2022. These distributions will be paid on August 12, 2022 to unitholders of record as of August 2, 2022. Merger Agreement On February 11, 2022, the Board received the Proposal from SPLC, the sole member of the general partner. The Board appointed the conflicts committee, consisting solely of independent directors, to review, evaluate and negotiate the Proposal and to determine whether to approve, and to recommend that the Board approve, any proposed transaction negotiated by the parties on behalf of the Partnership and the public unitholders. Refer to Note 1 – Description of the Business and Basis of Presentation – Take Private Proposal for additional information on the Proposal. On July 25, 2022, Shell USA, Inc., a Delaware corporation (“SUSA”), Shell Midstream LP Holdings LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of SUSA (“Holdings”), Semisonic Enterprises LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of SUSA (“Merger Sub”), the Partnership and the general partner entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Partnership (the “Merger”), with the Partnership surviving and continuing to exist as a Delaware limited partnership, among other transactions contemplated by the Merger Agreement (such transactions, including the Merger, the “Transaction”). The conflicts committee, after evaluating the Transaction in consultation with its independent legal and financial advisors, unanimously approved, and recommended that the Board approve, the Transaction. Following receipt of the recommendation of the conflicts committee, the Board reviewed the terms of the Transaction, including the Merger Agreement, and unanimously approved the Transaction. At the effective time of the Merger (the “Effective Time”), each common unit issued and outstanding (other than common units owned immediately prior to the Effective Time by SUSA and its affiliates, including Holdings) will be converted into the right to receive $15.85 per common unit in cash, without any interest thereon (“Merger Consideration”). In connection with the Merger, (i) the general partner’s non-economic general partner interest in the Partnership and (ii) the common units owned by SUSA and its affiliates, including Holdings, and the Series A Preferred Units shall not be cancelled, shall not be converted into or entitle the holder thereof to receive the Merger Consideration and shall remain outstanding following the Merger as a non-economic general partner interest in the Partnership, as common units and as Series A Preferred Units, respectively. After the Effective Time, the general partner intends to delist the common units from the New York Stock Exchange and, as promptly as possible, deregister them under the Exchange Act. Concurrently with the execution of the Merger Agreement, Holdings delivered its written consent covering all of the common units and Series A Preferred Units beneficially owned by it approving the Merger Agreement and the Transaction (the “Written Consent”). The Written Consent was sufficient to approve the Merger Agreement and the Transaction, under the terms of the Second Amended and Restated Partnership Agreement, without the need for written consents from any other holders of common units. The Transaction is expected to close by the fourth quarter of 2022. The Transaction is subject to a number of contingencies, including customary approvals and the satisfaction of conditions to the consummation of the Transaction as set forth in the Merger Agreement. There can be no assurance that the Transaction will be consummated on the terms described above or at all. The foregoing summary of the Merger Agreement and the Transaction does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed on July 25, 2022. We will file with the SEC an information statement that will provide additional important information concerning the proposed Transaction. Since the proposed Transaction is a “going private” transaction under SEC rule 13e-3, we will also file with the SEC a transaction statement on Schedule 13E-3. After the information statement is cleared by the SEC, we will mail a definitive information statement to our common unitholders. |
Description of the Business a_2
Description of the Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business We own, operate, develop and acquire pipelines and other midstream and logistics assets. As of June 30, 2022, our assets include interests in entities that own (a) crude oil and refined products pipelines and terminals that serve as key infrastructure to transport onshore and offshore crude oil production to Gulf Coast and Midwest refining markets and deliver refined products from those markets to major demand centers and (b) storage tanks and financing receivables that are secured by pipelines, storage tanks, docks, truck and rail racks and other infrastructure used to stage and transport intermediate and finished products. The Partnership’s assets also include interests in entities that own natural gas and refinery gas pipelines that transport offshore natural gas to market hubs and deliver refinery gas from refineries and plants to chemical sites along the Gulf Coast. |
Basis of Presentation | Basis of Presentation Our unaudited consolidated financial statements include all subsidiaries required to be consolidated under generally accepted accounting principles in the United States (“GAAP”). Our reporting currency is U.S. dollars, and all references to dollars are U.S. dollars. The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete annual financial statements. The year-end consolidated balance sheet data was derived from audited financial statements. During interim periods, we follow the accounting policies disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021 (our “2021 Annual Report”), filed with the United States Securities and Exchange Commission (“SEC”), unless otherwise described herein. The unaudited consolidated financial statements for both the three and six months ended June 30, 2022 and June 30, 2021 include all adjustments we believe are necessary for a fair statement of the results of operations for the interim periods presented. These adjustments are of a normal recurring nature unless otherwise disclosed. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. These unaudited consolidated financial statements and other information included in this Quarterly Report on Form 10-Q should be read in conjunction with our audited consolidated financial statements and notes thereto included in our 2021 Annual Report. |
Description of the Business a_3
Description of the Business and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Ownership Percentage | The following table reflects our ownership interests as of June 30, 2022: SHLX Ownership Pecten Midstream LLC (“Pecten”) 100.0 % Sand Dollar Pipeline LLC (“Sand Dollar”) 100.0 % Triton West LLC (“Triton”) 100.0 % Zydeco Pipeline Company LLC (“Zydeco”) (1) 100.0 % Mattox Pipeline Company LLC (“Mattox”) 79.0 % Amberjack Pipeline Company LLC (“Amberjack”) – Series A/Series B 75.0% / 50.0% Mars Oil Pipeline Company LLC (“Mars”) 71.5 % Odyssey Pipeline L.L.C. (“Odyssey”) 71.0 % Bengal Pipeline Company LLC (“Bengal”) 50.0 % Crestwood Permian Basin LLC (“Permian Basin”) 50.0 % LOCAP LLC (“LOCAP”) 41.48 % Explorer Pipeline Company (“Explorer”) 38.59 % Poseidon Oil Pipeline Company, L.L.C. (“Poseidon”) 36.0 % Colonial Enterprises, Inc. (“Colonial”) 16.125 % Proteus Oil Pipeline Company, LLC (“Proteus”) 10.0 % Endymion Oil Pipeline Company, LLC (“Endymion”) 10.0 % Cleopatra Gas Gathering Company, LLC (“Cleopatra”) 1.0 % (1) Prior to May 1, 2021, we owned a 92.5% ownership interest in Zydeco and SPLC owned the remaining 7.5% ownership interest. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Other Related Party Balances | Other related party balances consist of the following: June 30, 2022 December 31, 2021 Accounts receivable $ 34 $ 40 Prepaid expenses 7 23 Other assets 2 2 Contract assets (1) 210 218 Accounts payable (2) 17 17 Deferred revenue 39 31 Accrued liabilities (3) 18 24 Debt payable (4) 2,542 2,692 Finance lease liability 2 2 Financing receivables (1) 290 293 (1) Refer to the section entitled “ Sale Leaseback ” below for additional details. Financing receivables are presented as a component of (deficit) equity. (2) Accounts payable reflects amounts owed to SPLC for reimbursement of third-party expenses incurred by SPLC for our benefit. (3) As of June 30, 2022, Accrued liabilities reflects $15 million of accrued interest and $3 million of other accrued liabilities. As of December 31, 2021, Accrued liabilities reflects $15 million of accrued interest and $9 million of other accrued liabilities. Other accrued liabilities are primarily related to the accrued operations and maintenance expenses on the Norco Assets (as defined below). (4) Debt payable reflects borrowings outstanding after taking into account unamortized debt issuance costs of $2 million as of both June 30, 2022 and December 31, 2021. |
Schedule of Related Party Expenses Including Personnel Costs | The following table shows related party expenses, including certain personnel costs, incurred by Shell and SPLC on our behalf that are reflected in the accompanying unaudited consolidated statements of income for the indicated periods. Included in these amounts, and disclosed below, is our share of operating and general corporate expenses, as well as the fees paid to SPLC under certain agreements. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Allocated operating expenses $ 12 $ 13 $ 23 $ 27 Major maintenance costs (1) 2 2 3 3 Insurance expense (2) 5 5 10 10 Other (3) 8 14 17 21 Operations and maintenance – related parties $ 27 $ 34 $ 53 $ 61 Allocated general corporate expenses $ 7 $ 7 $ 13 $ 12 Management Agreement fee 2 3 5 5 Omnibus Agreement fee 3 2 5 5 General and administrative – related parties $ 12 $ 12 $ 23 $ 22 (1) Major maintenance costs are expensed as incurred in connection with the maintenance services of the Norco Assets (as defined below). Refer to section entitled “ Sale Leaseback ” below for additional details. (2) Prior to November 1, 2021, the majority of our insurance coverage was provided by a wholly-owned subsidiary of Shell, with the remaining coverage provided by third-party insurers. After November 1, 2021, a third-party insurer provided and continues to provide the first 5% of our insurance coverage with the remaining coverage provided by an affiliate of Shell as a reinsurer. (3) Other expenses primarily relate to salaries and wages, other payroll expenses and special maintenance. |
Schedule of Interest Income, Reduction in Financing Receivables, Cash Payments for Interest Income and Principal Repayment of Financing Receivable | The following table shows the interest income and cash principal payments received on the financing receivables for the three and six months ended June 30, 2022 and June 30, 2021 : Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cash payments for interest income $ 10 $ 7 $ 16 $ 15 Cash payments on principal of the financing receivables 1 1 2 2 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Investments in Affiliates | Equity method investments comprise the following as of the dates indicated: June 30, 2022 December 31, 2021 Ownership Investment Amount Ownership Investment Amount Mattox 79.0% $ 149 79.0% $ 156 Amberjack – Series A / Series B 75.0% / 50.0% 336 75.0% / 50.0% 359 Mars 71.5% 147 71.5% 150 Bengal 50.0% 84 50.0% 85 Permian Basin 50.0% 78 50.0% 80 LOCAP 41.48% 16 41.48% 15 Explorer 38.59% 60 38.59% 68 Poseidon 36.0% — 36.0% — Colonial 16.125% 67 16.125% 32 Proteus 10.0% 13 10.0% 13 Endymion 10.0% 16 10.0% 16 $ 966 $ 974 |
Schedule of Equity Investments in Affiliates Balance Affected Table | Earnings from our equity method investments were as follows during the periods indicated: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Mattox $ 15 $ 15 $ 30 $ 30 Amberjack 26 26 54 55 Mars 22 25 51 54 Bengal 1 2 3 5 Explorer 16 26 26 33 Colonial 13 7 34 22 Other (1) 4 4 7 8 $ 97 $ 105 $ 205 $ 207 |
Schedule of Balance Sheet and Income Statement Data for Equity Method Investments | The following tables present aggregated selected unaudited income statement data for our equity method investments on a 100% basis. However, during periods in which an acquisition occurs, the selected unaudited income statement data reflects activity from the date of the acquisition. Three Months Ended June 30, 2022 Total revenues Total operating expenses Operating income (loss) Net income Statements of Income Mattox $ 22 $ 4 $ 18 $ 19 Amberjack 66 15 51 50 Mars 59 27 32 32 Bengal 10 11 (1) 2 Explorer 127 71 56 45 Colonial 355 200 155 85 Poseidon 36 10 26 24 Other (1) 52 32 20 19 (1) Included in Other is the activity associated with our investments in Permian Basin, LOCAP, Proteus and Endymion. Six Months Ended June 30, 2022 Total revenues Total operating expenses Operating income Net income Statements of Income Mattox $ 44 $ 7 $ 37 $ 38 Amberjack 137 32 105 104 Mars 120 46 74 74 Bengal 20 15 5 5 Explorer 208 115 93 71 Colonial 738 376 362 217 Poseidon 67 19 48 45 Other (1) 102 62 40 37 (1) Included in Other is the activity associated with our investments in Permian Basin, LOCAP, Proteus and Endymion. Three Months Ended June 30, 2021 Total revenues Total operating expenses Operating income Net income Statements of Income Mattox $ 22 $ 3 $ 19 $ 19 Amberjack 70 19 51 50 Mars 58 22 36 36 Bengal 12 8 4 4 Explorer 139 51 88 67 Colonial 306 209 97 45 Poseidon 34 9 25 24 Other (1) 53 30 23 21 (1) Included in Other is the activity associated with our investments in Permian Basin, LOCAP, Proteus and Endymion. Six Months Ended June 30, 2021 Total revenues Total operating expenses Operating income (loss) Net income Statements of Income Mattox $ 44 $ 6 $ 38 $ 38 Amberjack 142 36 106 105 Mars 121 44 77 77 Bengal 25 15 10 10 Explorer 208 93 115 88 Colonial 596 342 254 142 Poseidon 76 19 57 55 Other (1) 109 62 47 44 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment, net, consists of the following as of the dates indicated: Depreciable June 30, 2022 December 31, 2021 Land — $ 12 $ 12 Building and improvements 10 - 40 years 45 45 Pipeline and equipment (1) 10 - 30 years 1,246 1,240 Other 5 - 25 years 35 35 1,338 1,332 Accumulated depreciation and amortization (2) (714) (690) 624 642 Construction in progress 10 12 Property, plant and equipment, net $ 634 $ 654 (1) As of June 30, 2022 and December 31, 2021, includes costs of $367 million and $366 million, respectively, related to assets under operating leases (as lessor). As of both June 30, 2022 and December 31, 2021, includes cost of $23 million related to assets under capital lease (as lessee). (2) As of June 30, 2022 and December 31, 2021, includes accumulated depreciation of $162 million and $155 million, respectively, related to assets under operating leases (as lessor). As of June 30, 2022 and December 31, 2021, includes accumulated amortization of $10 million and $9 million, respectively, related to assets under capital lease (as lessee). |
Related Party Debt (Tables)
Related Party Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Consolidated Related Party Debt Obligations | Consolidated related party debt obligations comprise the following as of the dates indicated: June 30, 2022 December 31, 2021 Outstanding Balance Total Capacity Available Capacity Outstanding Balance Total Capacity Available Capacity Current Five Year Revolver due December 2022 $ 250 $ 1,000 $ 750 $ 400 $ 1,000 $ 600 Total current debt payable (1) $ 250 $ 1,000 $ 750 $ 400 $ 1,000 $ 600 Noncurrent 2021 Ten Year Fixed Facility $ 600 $ 600 $ — $ 600 $ 600 $ — Ten Year Fixed Facility 600 600 — 600 600 — Seven Year Fixed Facility 600 600 — 600 600 — Five Year Revolver due July 2023 494 760 266 494 760 266 Unamortized debt issuance costs (2) n/a n/a (2) n/a n/a Total noncurrent debt payable $ 2,292 $ 2,560 $ 266 $ 2,292 $ 2,560 $ 266 Total debt payable $ 2,542 $ 3,560 $ 1,016 $ 2,692 $ 3,560 $ 866 (1) As of both June 30, 2022 and December 31, 2021, the unamortized debt issuance costs for the current debt payable is less than $1 million and is therefore not being reflected in this table. |
(Deficit) Equity (Tables)
(Deficit) Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Distributions Declared and/or Paid | The following table details the distributions declared and/or paid for the periods presented: Date Paid or Public SPLC SPLC Distributions to be Paid Three Months Ended Common Preferred Common Total (in millions, except per unit amounts) February 12, 2021 December 31, 2020 (1) $ 57 $ 12 $ 104 $ 173 $ 0.4600 May 14, 2021 March 31, 2021 (1) 57 12 104 173 0.4600 August 13, 2021 June 30, 2021 37 12 81 130 0.3000 November 12, 2021 September 30, 2021 37 12 81 130 0.3000 February 11, 2022 December 31, 2021 37 12 81 130 0.3000 May 13, 2022 March 31, 2022 37 12 81 130 0.3000 August 12, 2022 June 30, 2022 (2) 37 12 81 130 0.3000 (1) Includes the impact of waived distributions to SPLC as described above. (2) See Note 13 – Subsequent Events for additional information. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table provides information about disaggregated revenue by service type and customer type: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Transportation services revenue – third parties $ 30 $ 37 $ 60 $ 76 Transportation services revenue – related parties (1) 50 51 94 95 Storage services revenue – third parties 3 2 5 4 Storage services revenue – related parties 1 2 3 4 Terminaling services revenue – related parties (2) 31 31 62 61 Terminaling services revenue – major maintenance service – related parties (3) 2 2 4 4 Product revenue – third parties (4) 2 — 2 — Product revenue – related parties (4) 16 9 27 15 Total Topic 606 revenue 135 134 257 259 Lease revenue – related parties 14 14 27 28 Total revenue $ 149 $ 148 $ 284 $ 287 (1) Transportation services revenue – related parties includes $1 million and $2 million, respectively, of non-lease service component in our transportation services contracts for both the three and six months ended June 30, 2022 and June 30, 2021. (2) Terminaling services revenue – related parties is comprised of the service components in our terminaling services contracts, including the operation and maintenance service components related to the Norco Assets. See Note 3 – Related Party Transactions for additional details. (3) Terminaling services revenue – major maintenance service – related parties is comprised of the major maintenance service components related the Norco Assets. See N ote 3 – Related Party Transactions for additional details. (4) Product revenue – related parties is comprised of allowance oil sales. |
Schedule of Operating Lease, Lease Income | As of June 30, 2022, future minimum payments of both the lease and non-lease service components to be received under the ten-year contract term of these operating leases were estimated to be: Total Less than 1 year Years 2 to 3 Years 4 to 5 More than 5 years Operating leases $ 564 $ 109 $ 219 $ 211 $ 25 |
Schedule of Contract Balances | The following table provides information about receivables and contract liabilities from contracts with customers: January 1, 2022 June 30, 2022 Receivables from contracts with customers – third parties $ 13 $ 13 Receivables from contracts with customers – related parties 35 27 Contract assets – related parties 218 210 Deferred revenue – third parties 2 3 Deferred revenue – related parties (1) 31 39 (1) Deferred revenue – |
Schedule of Contract with Customer, Estimated Future Amortization | The estimated future amortization related to the contract assets for the next five years is as follows: Remainder of 2022 2023 2024 2025 2026 2027 Amortization $ 8 $ 17 $ 18 $ 19 $ 17 $ 16 |
Schedule of Contract with Customer, Deferred Revenue Activity | Significant changes in the deferred revenue balances with customers during the period are as follows: December 31, 2021 Additions (1) Reductions (2) June 30, 2022 Deferred revenue – third parties $ 2 $ 3 $ (2) $ 3 Deferred revenue – related parties 31 12 (4) 39 (1) Deferred revenue additions resulted from $9 million deficiency payments from minimum volume commitment contracts and $6 million of deferred revenue related to the major maintenance service components of our terminaling service contracts on the Norco Assets. (2) Deferred revenue reductions resulted from revenue earned through the actual or estimated use and expiration of deficiency credits. |
Schedule of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The following table includes revenue expected to be recognized in the future related to performance obligations exceeding one year of their initial terms that are unsatisfied or partially unsatisfied as of June 30, 2022: Total Remainder of 2022 2023 2024 2025 2026 and beyond Revenue expected to be recognized on multi-year committed shipper transportation contracts $ 378 $ 32 $ 63 $ 57 $ 50 $ 176 Revenue expected to be recognized on other multi-year transportation service contracts (1) 27 2 6 6 5 8 Revenue expected to be recognized on multi-year storage service contracts 26 4 10 12 — — Revenue expected to be recognized on multi-year terminaling service contracts (1) 257 24 47 47 48 91 Revenue expected to be recognized on multi-year operation and major maintenance terminaling service contracts (2) 1,431 55 119 125 127 1,005 $ 2,119 $ 117 $ 245 $ 247 $ 230 $ 1,280 (1) Relates to the non-lease service components of certain of our long-term transportation and terminaling service contracts, which are accounted for as operating leases. (2) Relates to the operation and maintenance service components and the major maintenance service components of our terminaling service contracts on the Norco Assets. |
Net Income Per Limited Partne_2
Net Income Per Limited Partner Unit (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income Per Unit | For the diluted net income per limited partner unit calculation, the Series A Preferred Units are assumed to be converted at the beginning of the period into common limited partner units o n a one-for-one basis, and the distribution formula for available cash is recalculated using the available cash amount increased only for the preferred distributions, which would have been attributable to the common units after conversion. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Limited Partners’ Common Units (in millions of dollars, except per unit data) Net income attributable to the Partnership’s common unitholders (basic) $ 136 $ 150 $ 282 $ 301 Dilutive effect of preferred units 12 12 24 24 Net income attributable to the Partnership’s common unitholders (diluted) $ 148 $ 162 $ 306 $ 325 Weighted average units outstanding - Basic 393.3 393.3 393.3 393.3 Dilutive effect of preferred units 50.8 50.8 50.8 50.8 Weighted average units outstanding - Diluted 444.1 444.1 444.1 444.1 Net income per limited partner unit: Basic $ 0.35 $ 0.38 $ 0.72 $ 0.76 Diluted $ 0.33 $ 0.36 $ 0.69 $ 0.73 |
Description of the Business a_4
Description of the Business and Basis of Presentation - Narrative (Details) | 6 Months Ended | ||
Jun. 30, 2022 segment shares | Feb. 11, 2022 $ / shares | Dec. 31, 2021 shares | |
Description Of Business And Basis Of Presentation [Line Items] | |||
Unit distribution (in units) | 50,782,904 | 50,782,904 | |
Number of segments | segment | 1 | ||
Take Private Proposal | Shell Pipeline Company L P | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Issued and outstanding affiliates per share value (in dollars per share) | $ / shares | $ 12.89 | ||
Limited Partner | Partnership Interests Restructuring Agreement | Series A Perpetual Convertible Preferred Units | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Unit distribution (in units) | 50,782,904 | 50,782,904 | |
Shell Pipeline Company L P | Limited Partner | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Ownership interest (as a percent) | 68.50% | ||
Common units (in shares) | 269,457,304 | ||
Shell Pipeline Company L P | Limited Partner | Common Units And Series A Perpetual Convertible Preferred Units | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Ownership interest (as a percent) | 72% |
Description of the Business a_5
Description of the Business and Basis of Presentation - Schedule of Ownership Interest (Details) | Jun. 30, 2022 | Dec. 31, 2021 | May 01, 2021 |
Pecten Midstream LLC (“Pecten”) | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Ownership (as a percent) | 100% | ||
Sand Dollar Pipeline LLC (“Sand Dollar”) | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Ownership (as a percent) | 100% | ||
Triton West LLC (“Triton”) | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Ownership (as a percent) | 100% | ||
Zydeco Pipeline Company LLC (“Zydeco”) | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Ownership (as a percent) | 100% | ||
Zydeco Pipeline Company LLC (“Zydeco”) | Zydeco Pipeline Company LLC (“Zydeco”) | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Ownership (as a percent) | 92.50% | ||
Zydeco Pipeline Company LLC (“Zydeco”) | Zydeco Pipeline Company LLC (“Zydeco”) | Shell Pipeline Company L P | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Shell's retained ownership (as a percent) | 7.50% | ||
Mattox Pipeline Company LLC (“Mattox”) | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Ownership (as a percent) | 79% | ||
Amberjack Pipeline Company LLC (“Amberjack”) - Series A | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Ownership (as a percent) | 75% | ||
Amberjack Pipeline Company LLC (“Amberjack”) - Series B | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Ownership (as a percent) | 50% | ||
Mars Oil Pipeline Company LLC (“Mars”) | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Ownership (as a percent) | 71.50% | 71.50% | |
Odyssey Pipeline L.L.C. (“Odyssey”) | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Ownership (as a percent) | 71% | ||
Bengal Pipeline Company LLC (“Bengal”) | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Ownership (as a percent) | 50% | 50% | |
Crestwood Permian Basin LLC (“Permian Basin”) | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Ownership (as a percent) | 50% | ||
LOCAP LLC (“LOCAP”) | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Ownership (as a percent) | 41.48% | 41.48% | |
Explorer Pipeline Company (“Explorer”) | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Ownership (as a percent) | 38.59% | 38.59% | |
Poseidon Oil Pipeline Company, L.L.C. (“Poseidon”) | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Ownership (as a percent) | 36% | 36% | |
Colonial Enterprises, Inc. (“Colonial”) | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Ownership (as a percent) | 16.125% | 16.125% | |
Proteus Oil Pipeline Company, LLC (“Proteus”) | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Ownership (as a percent) | 10% | 10% | |
Endymion Oil Pipeline Company, LLC (“Endymion”) | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Ownership (as a percent) | 10% | 10% | |
Cleopatra Gas Gathering Company, LLC (“Cleopatra”) | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Ownership (as a percent) | 1% |
Acquisitions and Other Transa_2
Acquisitions and Other Transactions - May 2021 Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
May 01, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Asset Acquisition [Line Items] | ||||||
Payments to acquire productive assets | $ 7 | $ 4 | ||||
Impairment of fixed assets | $ 0 | $ 0 | $ 0 | $ 3 | ||
Auger Pipeline | ||||||
Asset Acquisition [Line Items] | ||||||
Impairment of fixed assets | $ 3 | |||||
Cash consideration received | $ 2 | |||||
Zydeco Pipeline Company LLC (“Zydeco”) | ||||||
Asset Acquisition [Line Items] | ||||||
Ownership (as a percent) | 100% | 100% | ||||
Triton West LLC (“Triton”) | ||||||
Asset Acquisition [Line Items] | ||||||
Ownership (as a percent) | 100% | 100% | ||||
Zydeco Pipeline Company LLC (“Zydeco”) | Zydeco Pipeline Company LLC (“Zydeco”) | ||||||
Asset Acquisition [Line Items] | ||||||
Ownership (as a percent) | 92.50% | |||||
Zydeco Pipeline Company LLC (“Zydeco”) | Triton West LLC (“Triton”) | Shell Pipeline Company L P | ||||||
Asset Acquisition [Line Items] | ||||||
Payments to acquire productive assets | $ 10 | |||||
Ownership percentage transferred (as a percent) | 7.50% |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||||||||
Feb. 16, 2022 | Mar. 23, 2021 | Feb. 01, 2019 USD ($) | Jun. 30, 2022 USD ($) facility | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) facility | Jun. 30, 2021 USD ($) | Dec. 31, 2021 | Jul. 01, 2021 USD ($) | Apr. 01, 2020 USD ($) quarter | |
Related Party Transaction [Line Items] | ||||||||||
Health and life insurance costs | $ 1 | $ 1 | $ 2 | $ 3 | ||||||
Defined contribution benefit costs | 1 | $ 1 | 1 | $ 1 | ||||||
Affiliated Entity | Revenue expected to be recognized on multi-year terminaling service contracts | April 2020 Transaction | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Annual payments receivable | 140 | 140 | $ 147 | |||||||
Annual payments receivable, gross | 151 | 151 | 158 | |||||||
Annual payments receivable, net | $ 11 | $ 11 | $ 11 | |||||||
Five Year Fixed Facility | Revolving Credit Facility | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument term (in years) | 5 years | |||||||||
Five Year Fixed Facility | Shell Treasury Center West Inc | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of revolving credit facilities | facility | 5 | 5 | ||||||||
2021 Ten Year Fixed Facility | Revolving Credit Facility | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument term (in years) | 10 years | |||||||||
2021 Ten Year Fixed Facility | Shell Treasury Center West Inc | Revolving Credit Facility | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument term (in years) | 10 years | |||||||||
Ten Year Fixed Facility | Revolving Credit Facility | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument term (in years) | 10 years | |||||||||
Ten Year Fixed Facility | Shell Treasury Center West Inc | Revolving Credit Facility | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument term (in years) | 10 years | |||||||||
Seven Year Fixed Facility | Revolving Credit Facility | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument term (in years) | 7 years | |||||||||
Seven Year Fixed Facility | Shell Treasury Center West Inc | Revolving Credit Facility | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument term (in years) | 7 years | |||||||||
Five Year Revolver due July 2023 | Revolving Credit Facility | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument term (in years) | 5 years | |||||||||
Five Year Revolver due July 2023 | Shell Treasury Center West Inc | Revolving Credit Facility | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument term (in years) | 5 years | |||||||||
Five Year Revolver due December 2022 | Revolving Credit Facility | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument term (in years) | 5 years | 5 years | ||||||||
Five Year Revolver due December 2022 | Shell Treasury Center West Inc | Revolving Credit Facility | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument term (in years) | 5 years | |||||||||
Trade Marks License Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Trademarks agreement, termination notice period (in days) | 360 days | |||||||||
Partnership Interests Restructuring Agreement | Financing Receivables | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Distributions payable, amount waived | $ 20 | |||||||||
Distribution payable, number of consecutive quarters | quarter | 4 | |||||||||
Odyssey Pipeline L.L.C. (“Odyssey”) | GEL Offshore Pipeline LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Noncontrolling interest (as a percent) | 29% | 29% | 29% | |||||||
Shell Oil Products (SOPUS) | Affiliated Entity | Revenue expected to be recognized on multi-year terminaling service contracts | April 2020 Transaction | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Imputed interest rate on financing receivables | 11.10% | |||||||||
Shell Chemical | Affiliated Entity | Revenue expected to be recognized on multi-year terminaling service contracts | April 2020 Transaction | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Imputed interest rate on financing receivables | 7.40% | |||||||||
Omnibus Agreement | Shell Pipeline Company L P | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payment of general and administrative fee | $ 10 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Other Related Party Balances (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Accounts receivable | $ 34 | $ 40 |
Prepaid expenses | 7 | 23 |
Other assets | 2 | 2 |
Contract assets | 210 | 218 |
Accounts payable | 17 | 17 |
Deferred revenue | 39 | 31 |
Accrued liabilities | 18 | 24 |
Debt payable | 2,542 | 2,692 |
Financing receivables | 290 | 293 |
Accrued interest, related parties | 15 | 15 |
Other accrued liabilities, related parties | 3 | 9 |
Affiliated Entity | ||
Related Party Transaction [Line Items] | ||
Finance lease liability | 2 | 2 |
Unamortized debt issuance costs | $ 2 | $ 2 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Condensed Combined Statement of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Nov. 01, 2021 | |
Related Party Transactions [Abstract] | |||||
Allocated operating expenses | $ 12 | $ 13 | $ 23 | $ 27 | |
Major maintenance costs | 2 | 2 | 3 | 3 | |
Insurance expense | 5 | 5 | 10 | 10 | |
Other | 8 | 14 | 17 | 21 | |
Operations and maintenance – related parties | 27 | 34 | 53 | 61 | |
Allocated general corporate expenses | 7 | 7 | 13 | 12 | |
Management Agreement fee | 2 | 3 | 5 | 5 | |
Omnibus Agreement fee | 3 | 2 | 5 | 5 | |
General and administrative – related parties | $ 12 | $ 12 | $ 23 | $ 22 | |
Insurance coverage percentage (as a percent) | 5% |
Related Party Transactions - _3
Related Party Transactions - Schedule of Reimbursement from Parent and Sale Leaseback (Details) - Terminaling Services - Affiliated Entity - April 2020 Transaction - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Cash payments for interest income | $ 10 | $ 7 | $ 16 | $ 15 |
Cash payments on principal of the financing receivables | $ 1 | $ 1 | $ 2 | $ 2 |
Equity Method Investments - Sch
Equity Method Investments - Schedule of Equity Investments in Affiliates (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 966 | $ 974 |
Mattox | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (as a percent) | 79% | 79% |
Equity method investments | $ 149 | $ 156 |
Amberjack | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 336 | $ 359 |
Amberjack - Series A | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (as a percent) | 75% | 75% |
Amberjack - Series B | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (as a percent) | 50% | 50% |
Mars | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (as a percent) | 71.50% | 71.50% |
Equity method investments | $ 147 | $ 150 |
Bengal | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (as a percent) | 50% | 50% |
Equity method investments | $ 84 | $ 85 |
Permian Basin | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (as a percent) | 50% | 50% |
Equity method investments | $ 78 | $ 80 |
LOCAP | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (as a percent) | 41.48% | 41.48% |
Equity method investments | $ 16 | $ 15 |
Explorer | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (as a percent) | 38.59% | 38.59% |
Equity method investments | $ 60 | $ 68 |
Poseidon | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (as a percent) | 36% | 36% |
Equity method investments | $ 0 | $ 0 |
Colonial | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (as a percent) | 16.125% | 16.125% |
Equity method investments | $ 67 | $ 32 |
Proteus | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (as a percent) | 10% | 10% |
Equity method investments | $ 13 | $ 13 |
Endymion | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (as a percent) | 10% | 10% |
Equity method investments | $ 16 | $ 16 |
Equity Method Investments - Equ
Equity Method Investments - Equity Investments in Affiliates Balance Affected (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||
Income from equity method investments | $ 97 | $ 105 | $ 205 | $ 207 |
Mattox | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Income from equity method investments | 15 | 15 | 30 | 30 |
Amberjack | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Income from equity method investments | 26 | 26 | 54 | 55 |
Mars | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Income from equity method investments | 22 | 25 | 51 | 54 |
Bengal | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Income from equity method investments | 1 | 2 | 3 | 5 |
Explorer | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Income from equity method investments | 16 | 26 | 26 | 33 |
Colonial | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Income from equity method investments | 13 | 7 | 34 | 22 |
Other | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Income from equity method investments | $ 4 | $ 4 | $ 7 | $ 8 |
Equity Method Investments - Nar
Equity Method Investments - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||||
Distributions received from equity method investments | $ 119 | $ 128 | $ 230 | $ 251 | |
Unamortized basis differences included in equity investments | 71 | 71 | $ 75 | ||
Amortization expense | 2 | 4 | |||
Equity method investments | 966 | 966 | 974 | ||
Poseidon | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | 0 | 0 | 0 | ||
Investment, excess distribution | 9 | 10 | 17 | 24 | |
Permian Basin | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | 78 | 78 | $ 80 | ||
Capital contribution | $ 0 | $ 1 | $ 0 | $ 3 |
Equity Method Investments - Sum
Equity Method Investments - Summary of Balance Sheet and Income Statement Data for Equity Method Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Total revenues | $ 149 | $ 148 | $ 284 | $ 287 | ||
Total operating expenses | 90 | 83 | 170 | 158 | ||
Operating income (loss) | 59 | 65 | 114 | 129 | ||
Net income | 151 | $ 160 | 166 | $ 167 | 311 | 333 |
Mattox | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Total revenues | 22 | 22 | 44 | 44 | ||
Total operating expenses | 4 | 3 | 7 | 6 | ||
Operating income (loss) | 18 | 19 | 37 | 38 | ||
Net income | 19 | 19 | 38 | 38 | ||
Amberjack | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Total revenues | 66 | 70 | 137 | 142 | ||
Total operating expenses | 15 | 19 | 32 | 36 | ||
Operating income (loss) | 51 | 51 | 105 | 106 | ||
Net income | 50 | 50 | 104 | 105 | ||
Mars | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Total revenues | 59 | 58 | 120 | 121 | ||
Total operating expenses | 27 | 22 | 46 | 44 | ||
Operating income (loss) | 32 | 36 | 74 | 77 | ||
Net income | 32 | 36 | 74 | 77 | ||
Bengal | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Total revenues | 10 | 12 | 20 | 25 | ||
Total operating expenses | 11 | 8 | 15 | 15 | ||
Operating income (loss) | (1) | 4 | 5 | 10 | ||
Net income | 2 | 4 | 5 | 10 | ||
Explorer | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Total revenues | 127 | 139 | 208 | 208 | ||
Total operating expenses | 71 | 51 | 115 | 93 | ||
Operating income (loss) | 56 | 88 | 93 | 115 | ||
Net income | 45 | 67 | 71 | 88 | ||
Colonial | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Total revenues | 355 | 306 | 738 | 596 | ||
Total operating expenses | 200 | 209 | 376 | 342 | ||
Operating income (loss) | 155 | 97 | 362 | 254 | ||
Net income | 85 | 45 | 217 | 142 | ||
Poseidon | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Total revenues | 36 | 34 | 67 | 76 | ||
Total operating expenses | 10 | 9 | 19 | 19 | ||
Operating income (loss) | 26 | 25 | 48 | 57 | ||
Net income | 24 | 24 | 45 | 55 | ||
Other | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Total revenues | 52 | 53 | 102 | 109 | ||
Total operating expenses | 32 | 30 | 62 | 62 | ||
Operating income (loss) | 20 | 23 | 40 | 47 | ||
Net income | $ 19 | $ 21 | $ 37 | $ 44 |
Property, Plant and Equipment -
Property, Plant and Equipment - Components of Property, Plant and Equipment (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||
Land | $ 12 | $ 12 |
Building and improvements | 45 | 45 |
Pipeline and equipment | 1,246 | 1,240 |
Other | 35 | 35 |
Property, plant and equipment, gross | 1,338 | 1,332 |
Accumulated depreciation and amortization | (714) | (690) |
Property plant and equipment excluding construction in progress | 624 | 642 |
Construction in progress | 10 | 12 |
Property, plant and equipment, net | 634 | 654 |
Accumulated depreciation related to assets under operating leases | 162 | 155 |
Accumulated depreciation related to assets under capital lease | $ 10 | 9 |
Building and improvements | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Life | 10 years | |
Building and improvements | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Life | 40 years | |
Pipeline and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Operating lease cost | $ 367 | 366 |
Finance lease cost | $ 23 | $ 23 |
Pipeline and Equipment | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Life | 10 years | |
Pipeline and Equipment | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Life | 30 years | |
Other | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Life | 5 years | |
Other | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Depreciable Life | 25 years |
Property, Plant, and Equipment
Property, Plant, and Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 13 | $ 12 | $ 25 | $ 25 |
Related Party Debt - Schedule o
Related Party Debt - Schedule of Consolidated Related Party Debt Obligations (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Feb. 16, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Line Of Credit Facility [Line Items] | |||
Outstanding Balance | $ 2,542 | $ 2,692 | |
Total Capacity | 3,560 | 3,560 | |
Available Capacity | 1,016 | 866 | |
Minimum | |||
Line Of Credit Facility [Line Items] | |||
Unamortized debt issuance costs | $ (1) | (1) | |
Revolving Credit Facility | Five Year Revolver due December 2022 | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument term (in years) | 5 years | 5 years | |
Revolving Credit Facility | 2021 Ten Year Fixed Facility | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument term (in years) | 10 years | ||
Revolving Credit Facility | Ten Year Fixed Facility | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument term (in years) | 10 years | ||
Revolving Credit Facility | Seven Year Fixed Facility | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument term (in years) | 7 years | ||
Revolving Credit Facility | Five Year Revolver due July 2023 | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument term (in years) | 5 years | ||
Current | Revolving Credit Facility | |||
Line Of Credit Facility [Line Items] | |||
Outstanding Balance | $ 250 | 400 | |
Total Capacity | 1,000 | 1,000 | |
Available Capacity | 750 | 600 | |
Current | Revolving Credit Facility | Five Year Revolver due December 2022 | |||
Line Of Credit Facility [Line Items] | |||
Outstanding Balance | 250 | 400 | |
Total Capacity | 1,000 | 1,000 | |
Available Capacity | 750 | 600 | |
Noncurrent | |||
Line Of Credit Facility [Line Items] | |||
Unamortized debt issuance costs | (2) | (2) | |
Noncurrent | Revolving Credit Facility | |||
Line Of Credit Facility [Line Items] | |||
Outstanding Balance | 2,292 | 2,292 | |
Total Capacity | 2,560 | 2,560 | |
Available Capacity | 266 | 266 | |
Noncurrent | Revolving Credit Facility | 2021 Ten Year Fixed Facility | |||
Line Of Credit Facility [Line Items] | |||
Outstanding Balance | 600 | 600 | |
Total Capacity | 600 | 600 | |
Available Capacity | 0 | 0 | |
Noncurrent | Revolving Credit Facility | Ten Year Fixed Facility | |||
Line Of Credit Facility [Line Items] | |||
Outstanding Balance | 600 | 600 | |
Total Capacity | 600 | 600 | |
Available Capacity | 0 | 0 | |
Noncurrent | Revolving Credit Facility | Seven Year Fixed Facility | |||
Line Of Credit Facility [Line Items] | |||
Outstanding Balance | 600 | 600 | |
Total Capacity | 600 | 600 | |
Available Capacity | 0 | 0 | |
Noncurrent | Revolving Credit Facility | Five Year Revolver due July 2023 | |||
Line Of Credit Facility [Line Items] | |||
Outstanding Balance | 494 | 494 | |
Total Capacity | 760 | 760 | |
Available Capacity | $ 266 | $ 266 |
Related Party Debt - Narrative
Related Party Debt - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Feb. 16, 2022 | Mar. 23, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Line Of Credit Facility [Line Items] | |||||||
Interest and fee expenses associated with borrowings | $ 21 | $ 20 | $ 41 | $ 41 | |||
Interest paid | 20 | $ 17 | 40 | $ 41 | |||
Long-term debt, carrying value | 2,544 | 2,544 | $ 2,694 | ||||
Long-term debt, fair value | $ 2,451 | $ 2,451 | $ 2,849 | ||||
Repayments of debt | $ 150 | ||||||
Revolving Credit Facility | Five Year Revolver due July 2023 | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument term (in years) | 5 years | ||||||
Revolving Credit Facility | Five Year Revolver due December 2022 | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument term (in years) | 5 years | 5 years | |||||
Revolving Credit Facility | 2021 Ten Year Fixed Facility | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument term (in years) | 10 years | ||||||
Revolving Credit Facility | Five Year Fixed Facility | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument term (in years) | 5 years | ||||||
Revolving Credit Facility | Five Year Fixed Facility | Shell Treasury Center West Inc | Affiliated Entity | |||||||
Line Of Credit Facility [Line Items] | |||||||
Early prepayment fee | $ 2 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Equity [Abstract] | ||||
Other comprehensive income (loss) (less than $1 million) | $ 1 | $ 1 | $ 1 | $ 1 |
(Deficit) Equity - Units Outsta
(Deficit) Equity - Units Outstanding (Details) | 6 Months Ended | 12 Months Ended | |
Apr. 01, 2020 $ / shares shares | Jun. 30, 2022 shares | Dec. 31, 2021 shares | |
Class of Stock [Line Items] | |||
Common unitholders' capital account, units outstanding (in shares) | 393,289,537 | 393,289,537 | |
Unit distribution (in units) | 50,782,904 | 50,782,904 | |
Preferred units, issued (in shares) | 50,782,904 | 50,782,904 | |
Percent of consideration payable in cash (as a percent) | 90% | ||
Shell Pipeline Company L P | Series A Perpetual Convertible Preferred Units | |||
Class of Stock [Line Items] | |||
Conversion ratio | 1 | ||
Closing price per share, threshold (in dollars per share) | $ / shares | $ 33.082 | ||
Closing price per share, percent of issuance price, threshold (as a percent) | 140% | ||
Closing price per share, number of trading days threshold (in days) | 20 days | ||
Closing price per share, number of trading days preceding notice of conversion (in days) | 30 days | ||
Common Units | |||
Class of Stock [Line Items] | |||
Common unitholders' capital account, units outstanding (in shares) | 123,832,233 | 123,832,233 | |
Common Units | General Public | |||
Class of Stock [Line Items] | |||
Units canceled (in units) | 123,832,233 | 123,832,233 | |
Common Units | Shell Pipeline Company L P | |||
Class of Stock [Line Items] | |||
Common unitholders' capital account, units outstanding (in shares) | 269,457,304 | 269,457,304 | |
Units canceled (in units) | 269,457,304 | 269,457,304 | |
Limited Partner | Partnership Interests Restructuring Agreement | Series A Perpetual Convertible Preferred Units | |||
Class of Stock [Line Items] | |||
Unit distribution (in units) | 50,782,904 | 50,782,904 | |
Preferred units, issued (in shares) | 50,782,904 | ||
Unit distribution (in dollars per unit) | $ / shares | $ 23.63 | ||
Limited Partner | Shell Pipeline Company L P | Limited Partner Interest | |||
Class of Stock [Line Items] | |||
Ownership interest (as a percent) | 68.50% | 68.50% | |
Preferred Partner | Series A Perpetual Convertible Preferred Units | |||
Class of Stock [Line Items] | |||
Conversion ratio | 1 |
(Deficit) Equity - Distribution
(Deficit) Equity - Distributions to our Unitholders (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||||||
Apr. 01, 2020 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | |
Distribution Made To Limited Partner [Line Items] | ||||||||||
Distributions paid per limited partner unit (in dollars per share) | $ 0.3000 | $ 0.3000 | $ 0.3000 | $ 0.3000 | $ 0.3000 | $ 0.4600 | $ 0.4600 | $ 0.6000 | $ 0.7600 | |
Distributions payable period threshold (in days) | 60 days | |||||||||
Preferred unitholder’s interest in net income attributable to the Partnership | $ 12 | $ 12 | $ 24 | $ 24 | ||||||
Partnership Interests Restructuring Agreement | Financing Receivables | ||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||
Distributions payable, amount waived | $ 20 | |||||||||
Preferred Units | ||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||
Distributions paid per limited partner unit (in dollars per share) | $ 0.2363 | $ 0.2363 | $ 0.4726 |
(Deficit) Equity - Schedule of
(Deficit) Equity - Schedule of Distributions Declared and/or Paid (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||||||
Apr. 01, 2020 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | |
Distribution Made To Limited Partner [Line Items] | ||||||||||
Distributions declared and/or paid | $ 130 | $ 130 | $ 130 | $ 130 | $ 130 | $ 173 | $ 173 | |||
Distributions per Limited Partner unit (in dollars per share) | $ 0.3000 | $ 0.3000 | $ 0.3000 | $ 0.3000 | $ 0.3000 | $ 0.4600 | $ 0.4600 | $ 0.6000 | $ 0.7600 | |
Preferred Units | ||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||
Distributions per Limited Partner unit (in dollars per share) | $ 0.2363 | $ 0.2363 | $ 0.4726 | |||||||
Common Units | General Public | ||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||
Distributions declared and/or paid | $ 37 | $ 37 | $ 37 | $ 37 | $ 57 | $ 57 | ||||
Common Units | Shell Pipeline Company L P | ||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||
Distributions declared and/or paid | 81 | 81 | 81 | 81 | 104 | 104 | ||||
Common Units | Common Units | General Public | ||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||
Distributions declared and/or paid | $ 37 | |||||||||
Common Units | Common Units | Shell Pipeline Company L P | ||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||
Distributions declared and/or paid | 81 | |||||||||
Preferred Units | Shell Pipeline Company L P | ||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||
Distributions declared and/or paid | $ 12 | $ 12 | $ 12 | $ 12 | $ 12 | $ 12 | ||||
Preferred Units | Preferred Units | Shell Pipeline Company L P | ||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||
Distributions declared and/or paid | $ 12 |
(Deficit) Equity - Distributi_2
(Deficit) Equity - Distributions to Noncontrolling Interests (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Zydeco Pipeline Company LLC (“Zydeco”) | ||||
Distribution Made To Limited Partner [Line Items] | ||||
Distributions to noncontrolling interest (less than $1 million) | $ 0 | $ 0 | $ 0 | $ 1 |
Odyssey Pipeline L.L.C. (“Odyssey”) | ||||
Distribution Made To Limited Partner [Line Items] | ||||
Distributions to noncontrolling interest (less than $1 million) | $ 3 | $ 3 | $ 5 | $ 7 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total Topic 606 revenue | $ 135 | $ 134 | $ 257 | $ 259 |
Lease revenue – related parties | 14 | 14 | 27 | 28 |
Total revenue | 149 | 148 | 284 | 287 |
Terminaling Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Topic 606 revenue | 62 | 61 | ||
Third Parties | Transportation Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Topic 606 revenue | 30 | 37 | 60 | 76 |
Third Parties | Storage Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Topic 606 revenue | 3 | 2 | 5 | 4 |
Third Parties | Product Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Topic 606 revenue | 2 | 0 | 2 | 0 |
Related Parties | ||||
Disaggregation of Revenue [Line Items] | ||||
Lease revenue – related parties | 14 | 14 | 27 | 28 |
Related Parties | Transportation Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Topic 606 revenue | 50 | 51 | 94 | 95 |
Related Parties | Storage Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Topic 606 revenue | 1 | 2 | 3 | 4 |
Related Parties | Terminaling Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Topic 606 revenue | 31 | 31 | ||
Related Parties | Terminaling Services, Major Maintenance | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Topic 606 revenue | 2 | 2 | 4 | 4 |
Related Parties | Product Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Topic 606 revenue | 16 | 9 | 27 | 15 |
Related Parties | Transportation Services Nonlease Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Topic 606 revenue | $ 1 | $ 2 | $ 1 | $ 2 |
Revenue Recognition - Future Mi
Revenue Recognition - Future Minimum Payments Receivable (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) term | |
Disaggregation of Revenue [Line Items] | |
Total | $ 564 |
Less than 1 year | 109 |
Years 2 to 3 | 219 |
Years 4 to 5 | 211 |
More than 5 years | $ 25 |
Transportation Services Operating Leases, Five Year Terms | |
Disaggregation of Revenue [Line Items] | |
Initial term (in years) | 10 years |
Number of additional terms | term | 2 |
Additional term (in years) | 5 years |
Transportation Services Operating Leases Amended | |
Disaggregation of Revenue [Line Items] | |
Additional term (in years) | 14 months |
Transportation Services Operating Leases, One Year Terms | |
Disaggregation of Revenue [Line Items] | |
Number of additional terms | term | 10 |
Additional term (in years) | 1 year |
Transportation Services Operating Leases | |
Disaggregation of Revenue [Line Items] | |
Initial term (in years) | 10 years |
Revenue Recognition - Terminali
Revenue Recognition - Terminaling Service (Details) - Terminaling Services - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Jul. 01, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Agreement term (in years) | 15 years | 15 years | |
Agreement term extension (in years) | 5 years | ||
April 2020 Transaction | Affiliated Entity | |||
Disaggregation of Revenue [Line Items] | |||
Annual payments receivable | $ 140 | $ 140 | $ 147 |
Annual payments receivable, gross | 151 | 151 | 158 |
Annual payments receivable, net | $ 11 | $ 11 | $ 11 |
Annual payments CPI adjustment escalation percent (as a percent) | 4.86% |
Revenue Recognition - Receivabl
Revenue Recognition - Receivables and Contract Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Disaggregation of Revenue [Line Items] | |||
Accounts receivable – third parties, net | $ 17 | $ 16 | |
Contract assets – related parties | 210 | 218 | |
Deferred revenue – third parties | 3 | 2 | |
Third Parties | |||
Disaggregation of Revenue [Line Items] | |||
Accounts receivable – third parties, net | 13 | $ 13 | |
Deferred revenue – third parties | 3 | 2 | 2 |
Related Parties | |||
Disaggregation of Revenue [Line Items] | |||
Accounts receivable – third parties, net | 27 | 35 | |
Contract assets – related parties | 210 | 218 | |
Deferred revenue – third parties | $ 39 | $ 31 | $ 31 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jan. 01, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||||
Contract assets – related parties | $ 210 | $ 210 | $ 218 | |||
Contract With Customer, Estimated Future Amortization [Abstract] | ||||||
Remainder of 2022 | 8 | 8 | ||||
2023 | 17 | 17 | ||||
2024 | 18 | 18 | ||||
2025 | 19 | 19 | ||||
2026 | 17 | 17 | ||||
2027 | 16 | 16 | ||||
Movement in Deferred Revenue [Roll Forward] | ||||||
Deferred revenue, beginning balance | 2 | |||||
Deferred revenue, ending balance | 3 | 3 | ||||
Minimum Volume Commitment | ||||||
Movement in Deferred Revenue [Roll Forward] | ||||||
Additions | 9 | |||||
Third Parties | ||||||
Movement in Deferred Revenue [Roll Forward] | ||||||
Deferred revenue, beginning balance | 2 | |||||
Additions | 3 | |||||
Reductions | (2) | |||||
Deferred revenue, ending balance | 3 | 3 | ||||
Related Parties | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Contract assets – related parties | 210 | 210 | $ 218 | |||
Movement in Deferred Revenue [Roll Forward] | ||||||
Deferred revenue, beginning balance | 31 | |||||
Additions | 12 | |||||
Reductions | (4) | |||||
Deferred revenue, ending balance | $ 39 | $ 39 | ||||
Terminaling Services | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Agreement term (in years) | 15 years | 15 years | ||||
Capitalized contract cost, amortization | $ 3 | $ 4 | $ 7 | $ 8 | ||
Movement in Deferred Revenue [Roll Forward] | ||||||
Additions | $ 6 |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligations (Details) $ in Millions | Jun. 30, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 2,119 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 117 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 245 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 247 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 230 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 1,280 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | |
Revenue expected to be recognized on multi-year committed shipper transportation contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 378 |
Revenue expected to be recognized on multi-year committed shipper transportation contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 32 |
Revenue expected to be recognized on multi-year committed shipper transportation contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 63 |
Revenue expected to be recognized on multi-year committed shipper transportation contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 57 |
Revenue expected to be recognized on multi-year committed shipper transportation contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 50 |
Revenue expected to be recognized on multi-year committed shipper transportation contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 176 |
Revenue expected to be recognized on other multi-year transportation service contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 27 |
Revenue expected to be recognized on other multi-year transportation service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 2 |
Revenue expected to be recognized on other multi-year transportation service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 6 |
Revenue expected to be recognized on other multi-year transportation service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 6 |
Revenue expected to be recognized on other multi-year transportation service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 5 |
Revenue expected to be recognized on other multi-year transportation service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 8 |
Revenue expected to be recognized on multi-year storage service contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 26 |
Revenue expected to be recognized on multi-year storage service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 4 |
Revenue expected to be recognized on multi-year storage service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 10 |
Revenue expected to be recognized on multi-year storage service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 12 |
Revenue expected to be recognized on multi-year storage service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 0 |
Revenue expected to be recognized on multi-year storage service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 0 |
Revenue expected to be recognized on multi-year terminaling service contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 257 |
Revenue expected to be recognized on multi-year terminaling service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 24 |
Revenue expected to be recognized on multi-year terminaling service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 47 |
Revenue expected to be recognized on multi-year terminaling service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 47 |
Revenue expected to be recognized on multi-year terminaling service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 48 |
Revenue expected to be recognized on multi-year terminaling service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 91 |
Revenue expected to be recognized on multi-year operation and major maintenance terminaling service contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 1,431 |
Revenue expected to be recognized on multi-year operation and major maintenance terminaling service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 55 |
Revenue expected to be recognized on multi-year operation and major maintenance terminaling service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 119 |
Revenue expected to be recognized on multi-year operation and major maintenance terminaling service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 125 |
Revenue expected to be recognized on multi-year operation and major maintenance terminaling service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 127 |
Revenue expected to be recognized on multi-year operation and major maintenance terminaling service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 1,005 |
Net Income Per Limited Partne_3
Net Income Per Limited Partner Unit - Narrative (Details) | Apr. 01, 2020 |
Preferred Partner | Series A Perpetual Convertible Preferred Units | |
Limited Partners Capital Account [Line Items] | |
Conversion ratio | 1 |
Net Income Per Limited Partne_4
Net Income Per Limited Partner Unit - Schedule of Basic and Diluted Net Income Per Unit (Details) - Limited Partners’ Common Units - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Distribution Made To Limited Partner [Line Items] | ||||
Net income attributable to the Partnership’s common unitholders (basic) | $ 136 | $ 150 | $ 282 | $ 301 |
Dilutive effect of preferred units | 12 | 12 | 24 | 24 |
Net income attributable to the Partnership’s common unitholders (diluted) | $ 148 | $ 162 | $ 306 | $ 325 |
Weighted average units outstanding | ||||
Weighted average units outstanding - Basic (in shares) | 393.3 | 393.3 | 393.3 | 393.3 |
Dilutive effect of preferred units (in shares) | 50.8 | 50.8 | 50.8 | 50.8 |
Weighted average units outstanding - Diluted (in shares) | 444.1 | 444.1 | 444.1 | 444.1 |
Net income per limited partner unit: | ||||
Basic (in dollars per share) | $ 0.35 | $ 0.38 | $ 0.72 | $ 0.76 |
Diluted (in dollars per share) | $ 0.33 | $ 0.36 | $ 0.69 | $ 0.73 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) | Jul. 01, 2021 | Sep. 01, 2016 |
Commitments and Contingencies Disclosure [Abstract] | ||
Decrease in interest rate (as a percent) | 1% | |
Initial term of agreement (in years) | 10 years | |
Renewal terms (in years) | 1 year |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | 3 Months Ended | 6 Months Ended | |||||||||
Jul. 20, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 25, 2022 | |
Subsequent Event [Line Items] | |||||||||||
Distributions per Limited Partner unit (in dollars per share) | $ 0.3000 | $ 0.3000 | $ 0.3000 | $ 0.3000 | $ 0.3000 | $ 0.4600 | $ 0.4600 | $ 0.6000 | $ 0.7600 | ||
Shell Pipeline Company L P | Limited Partner | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common units (in shares) | 269,457,304 | 269,457,304 | |||||||||
Subsequent Event | Merger Agreement | Limited Partner | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Issued and outstanding affiliates per share value (in dollars per share) | $ 15.85 | ||||||||||
Subsequent Event | Cash Distribution | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Distributions per Limited Partner unit (in dollars per share) | $ 0.3 | ||||||||||
Subsequent Event | Preferred Unit Distribution | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Distributions per Limited Partner unit (in dollars per share) | $ 0.2363 |