Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | ||
Sep. 30, 2013 | Oct. 25, 2013 | Oct. 25, 2013 | |
Common Units [Member] | Subordinated Units [Member] | ||
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'Phillips 66 Partners LP | ' | ' |
Entity Central Index Key | '0001572910 | ' | ' |
Trading Symbol | 'PSXP | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Non-accelerated Filer | ' | ' |
Document Type | '10-Q | ' | ' |
Document Period End Date | 30-Sep-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'Q3 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 35,217,112 | 35,217,112 |
Consolidated_Statement_of_Inco
Consolidated Statement of Income (USD $) | 2 Months Ended | 3 Months Ended | 9 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 |
Common Units [Member] | Common Units [Member] | Subordinated Units [Member] | Predecessor [Member] | Predecessor [Member] | ||||||
Public [Member] | Non-public [Member] | Non-public [Member] | ||||||||
Majority Shareholder [Member] | Majority Shareholder [Member] | |||||||||
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transportation and terminaling servicesbrelated parties | ' | $29.50 | ' | $76.60 | ' | ' | ' | ' | $21.20 | $57.70 |
Transportation and terminaling servicesbthird parties | ' | ' | ' | 0.1 | ' | ' | ' | ' | 0.1 | 0.3 |
Other income | ' | 0.1 | ' | 0.1 | ' | ' | ' | ' | ' | ' |
Total revenues | ' | 29.6 | ' | 76.8 | ' | ' | ' | ' | 21.3 | 58 |
Costs and Expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating and maintenance expenses | ' | 7.5 | ' | 19.7 | ' | ' | ' | ' | 4.9 | 16.7 |
Depreciation | ' | 1.6 | ' | 4.7 | ' | ' | ' | ' | 1.8 | 5 |
General and administrative expenses | ' | 2.5 | ' | 6.9 | ' | ' | ' | ' | 2.3 | 5.4 |
Taxes other than income taxes | ' | 0.4 | ' | 1.3 | ' | ' | ' | ' | 0.3 | 1.1 |
Interest and debt expense | ' | 0.1 | ' | 0.1 | ' | ' | ' | ' | ' | ' |
Total costs and expenses | ' | 12.1 | ' | 32.7 | ' | ' | ' | ' | 9.3 | 28.2 |
Income before income taxes | ' | 17.5 | ' | 44.1 | ' | ' | ' | ' | 12 | 29.8 |
Provision for income taxes | ' | 0.2 | ' | 0.4 | ' | ' | ' | ' | 0.1 | 0.3 |
Net income | 11.9 | 17.3 | ' | 43.7 | ' | 3.1 | 2.7 | 5.9 | 11.9 | 29.5 |
Less: General partner's interest in net income subsequent to initial public offering | 0.2 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Limited partners' interest in net income subsequent to initial public offering | $11.70 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Income Subsequent to Initial Public Offering Per Limited Partner UnitbBasic and Diluted (dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic, per unit | ' | ' | ' | ' | ' | ' | ' | $0.17 | ' | ' |
Diluted, per unit | ' | ' | ' | ' | ' | ' | ' | $0.17 | ' | ' |
Average Limited Partner Units OutstandingbBasis and Diluted (thousands) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic, units | ' | ' | ' | ' | ' | 18,889,000 | 16,328,000 | 35,217,112 | ' | ' |
Diluted, units | ' | ' | ' | ' | ' | 18,889,000 | 16,328,000 | 35,217,112 | ' | ' |
Consolidated_Balance_Sheet
Consolidated Balance Sheet (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 |
In Millions, unless otherwise specified | Public [Member] | Non-public [Member] | Non-public [Member] | Phillips 66 [Member] | Predecessor [Member] | Predecessor [Member] | ||
Common Units [Member] | Common Units [Member] | Subordinated Units [Member] | Phillips 66 [Member] | |||||
Majority Shareholder [Member] | Majority Shareholder [Member] | |||||||
Assets | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | $421.60 | ' | ' | ' | ' | ' | ' | ' |
Accounts receivablebrelated parties | 9.4 | ' | ' | ' | ' | ' | ' | ' |
Accounts receivablebthird parties | ' | ' | ' | ' | ' | ' | 0.2 | ' |
Materials and supplies | 0.6 | ' | ' | ' | ' | ' | 0.3 | ' |
Other current assets | 3 | ' | ' | ' | ' | ' | ' | ' |
Total Current Assets | 434.6 | ' | ' | ' | ' | ' | 0.5 | ' |
Net properties, plants and equipment | 135 | ' | ' | ' | ' | ' | 135.8 | ' |
Goodwill | 2.5 | ' | ' | ' | ' | ' | 2.5 | ' |
Deferred rentalsbrelated parties | 6.5 | ' | ' | ' | ' | ' | 6.1 | ' |
Total Assets | 578.6 | ' | ' | ' | ' | ' | 144.9 | ' |
Liabilities | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payablebrelated parties | 5 | ' | ' | ' | ' | ' | ' | ' |
Accounts payablebthird parties | 3.8 | ' | ' | ' | ' | ' | 1.4 | ' |
Payroll and benefits payable | ' | ' | ' | ' | ' | ' | 0.2 | ' |
Accrued property and other taxes | 1.1 | ' | ' | ' | ' | ' | 0.6 | ' |
Other current liabilities | 0.2 | ' | ' | ' | ' | ' | 0.2 | ' |
Total Current Liabilities | 10.1 | ' | ' | ' | ' | ' | 2.4 | ' |
Asset retirement obligations | 0.3 | ' | ' | ' | ' | ' | 0.3 | ' |
Accrued environmental costs | ' | ' | ' | ' | ' | ' | 0.2 | ' |
Deferred income taxes | 0.1 | ' | ' | ' | ' | ' | ' | ' |
Total Liabilities | 10.5 | ' | ' | ' | ' | ' | 2.9 | ' |
Equity | ' | ' | ' | ' | ' | ' | ' | ' |
Net investment | ' | ' | ' | ' | ' | ' | ' | 142 |
Unitholders | ' | ' | 407.5 | 47.3 | 102 | ' | ' | ' |
General partnerbPhillips 66 (1,437,433 units issued and outstanding) | 11.3 | ' | ' | ' | ' | ' | ' | ' |
Total Equity | 568.1 | ' | 407.5 | 47.3 | 102 | ' | 142 | ' |
Total Liabilities and Equity | $578.60 | ' | ' | ' | ' | ' | $144.90 | ' |
Consolidated_Balance_Sheet_Par
Consolidated Balance Sheet (Parenthetical) | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jul. 24, 2013 | Jul. 24, 2013 |
Non-public [Member] | Common Units [Member] | Common Units [Member] | Subordinated Units [Member] | Phillips 66 [Member] | Phillips 66 [Member] | |
Public [Member] | Non-public [Member] | Non-public [Member] | Common Units [Member] | Subordinated Units [Member] | ||
Majority Shareholder [Member] | Majority Shareholder [Member] | Majority Shareholder [Member] | Majority Shareholder [Member] | |||
Units issued | ' | 18,888,750 | 16,328,362 | 35,217,112 | 16,328,362 | 35,217,112 |
Units outstanding | ' | 18,888,750 | 16,328,362 | 35,217,112 | ' | ' |
General partner units issued | 1,437,433 | ' | ' | ' | ' | ' |
General partner units outstanding | 1,437,433 | ' | ' | ' | ' | ' |
Consolidated_Statement_of_Cash
Consolidated Statement of Cash Flows (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Predecessor [Member] | ||
Cash Flows From Operating Activities | ' | ' |
Net income | $43.70 | $29.50 |
Adjustments to reconcile net income to net cash provided by operating activities | ' | ' |
Depreciation | 4.7 | 5 |
Deferred rentals and other | ' | -1.7 |
Working capital adjustments | ' | ' |
Decrease (increase) in accounts receivable | -9.2 | -0.2 |
Decrease (increase) in materials and supplies | -0.3 | ' |
Decrease (increase) in other current assets | -3 | ' |
Increase (decrease) in accounts payable | 7.4 | -1 |
Increase (decrease) in other accruals | 0.2 | ' |
Net Cash Provided by Operating Activities | 43.5 | 31.6 |
Cash Flows From Investing Activities | ' | ' |
Capital expenditures | -4.2 | -12.4 |
Net Cash Used in Investing Activities | -4.2 | -12.4 |
Cash Flows From Financing Activities | ' | ' |
Net distributions to Phillips 66bprior to initial public offering | -25 | -19.2 |
Project prefunding from Phillips 66 | 3 | ' |
Proceeds from issuance of common units | 434.4 | ' |
Offering costs | -30 | ' |
Debt issuance costs | -0.1 | ' |
Net Cash Provided by (Used in) Financing Activities | 382.3 | -19.2 |
Net Change in Cash and Cash Equivalents | 421.6 | ' |
Cash and cash equivalents at beginning of period | ' | ' |
Cash and Cash Equivalents at End of Period | $421.60 | ' |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Equity (USD $) | Total | General Partner [Member] | Non-public [Member] | Common Units [Member] | Common Units [Member] | Common Units [Member] | Subordinated Units [Member] | Subordinated Units [Member] | Net Investment [Member] | Predecessor [Member] | Predecessor [Member] |
In Millions | General Partner [Member] | Public [Member] | Non-public [Member] | Non-public [Member] | Net Investment [Member] | ||||||
Majority Shareholder [Member] | Majority Shareholder [Member] | ||||||||||
Begining Balance at Dec. 31, 2011 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $130.40 | $130.40 |
Net income | ' | ' | ' | ' | ' | ' | ' | ' | ' | 29.5 | 29.5 |
Net distributions to Phillips 66 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -19.2 | -19.2 |
Ending Balance at Sep. 30, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 140.7 | 140.7 |
Begining Balance at Jun. 30, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11.9 | ' |
Ending Balance at Sep. 30, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 140.7 | ' |
Begining Balance at Dec. 31, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 142 | 142 |
Net income | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31.8 | 31.8 |
Net distributions to Phillips 66 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -25 | -25 |
Project prefunding from Phillips 66 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | 3 |
Ending Balance at Jul. 25, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocation of net investment to unitholders | ' | ' | 11.1 | ' | ' | 44.6 | ' | 96.1 | -151.8 | ' | ' |
Proceeds from initial public offering, net of offering costs | 404.4 | ' | ' | ' | 404.4 | ' | ' | ' | ' | ' | ' |
Net income | 11.9 | 0.2 | 0.2 | 5.8 | 3.1 | 2.7 | 5.9 | 5.9 | ' | ' | ' |
Ending Balance at Sep. 30, 2013 | $568.10 | ' | $11.30 | ' | $407.50 | $47.30 | ' | $102 | ' | ' | ' |
Business_and_Basis_of_Presenta
Business and Basis of Presentation | 9 Months Ended | |
Sep. 30, 2013 | ||
Business and Basis of Presentation [Abstract] | ' | |
Business and Basis of Presentation | ' | |
Business and Basis of Presentation | ||
Description of the Business | ||
Phillips 66 Partners LP (the Partnership) is a Delaware limited partnership formed on February 20, 2013, by Phillips 66 Company and Phillips 66 Partners GP LLC, both wholly owned subsidiaries of Phillips 66. A registration statement on Form S-1, as amended through the time of its effectiveness, was filed by the Partnership with the U.S. Securities and Exchange Commission (SEC) and was declared effective on July 22, 2013. On July 23, 2013, Phillips 66 Partners common units began trading on the New York Stock Exchange under the symbol “PSXP.” On July 26, 2013, the Partnership completed its initial public offering (the Offering) of 18,888,750 common units (including 2,463,750 common units issued pursuant to the exercise of the underwriters' over-allotment option) representing limited partner interests. After completion of the Offering, the Partnership includes the assets, liabilities and results of operations of certain crude oil and refined petroleum product pipeline systems and associated terminal and storage assets, previously operated and owned by Phillips 66 (as described in more detail below, the Contributed Assets). Prior to the Offering, the assets, liabilities and results of operations of the aforementioned assets related to Phillips 66 Partners LP Predecessor. Unless otherwise stated or the context otherwise indicates, all references to "Phillips 66 Partners," " the Partnership," "us," "our," "we," or similar expressions for time periods prior to the Offering refer to Phillips 66 Partners LP Predecessor, "our Predecessor" for accounting purposes. For time periods subsequent to the Offering, these terms refer to the legal entity Phillips 66 Partners LP. | ||
On April 30, 2012, ConocoPhillips completed the separation of its downstream businesses into Phillips 66. Accordingly, prior to April 30, 2012, the parent company of our Predecessor was ConocoPhillips, and subsequent to April 30, 2012, the parent company of our Predecessor has been Phillips 66. For ease of reference, we refer to Phillips 66 as our Predecessor's parent for the periods prior to April 30, 2012. For purposes of related party transactions, ConocoPhillips is not considered a related party for periods after April 30, 2012. | ||
The Contributed Assets consist of: | ||
• | Clifton Ridge crude system. A crude oil pipeline, terminal and storage system located in Sulphur, Louisiana, that is a primary source for delivery of crude oil to Phillips 66's Lake Charles Refinery. | |
• | Sweeny to Pasadena products system. A refined petroleum product pipeline, terminal and storage system extending from Phillips 66's Sweeny Refinery in Old Ocean, Texas, to our refined petroleum product terminal in Pasadena, Texas, and ultimately connecting to the Explorer and Colonial refined petroleum product pipeline systems and other third-party pipeline and terminal systems. This system is the primary distribution outlet for diesel and gasoline produced at Phillips 66's Sweeny Refinery. | |
• | Hartford Connector products system. A refined petroleum product pipeline, terminal and storage system located in Hartford, Illinois, that distributes diesel and gasoline produced at the Wood River Refinery (a refinery owned by a joint venture between Phillips 66 and Cenovus Energy Inc.) to third-party pipeline and terminal systems, including the Explorer pipeline system. | |
We generate revenue primarily by charging tariffs and fees for transporting crude oil and refined petroleum products through our pipelines, and terminaling and storing crude oil and refined petroleum products at our terminals. Since we do not own any of the crude oil or refined petroleum products that we handle and do not engage in the trading of crude oil or refined petroleum products, we have limited direct exposure to risks associated with fluctuating commodity prices, although these risks indirectly influence our activities and results of operations over the long term. Our operations consist of one reportable segment. | ||
Basis of Presentation | ||
For the periods prior to the Offering on July 26, 2013, the financial statements included in this Quarterly Report on Form 10-Q were derived from the financial statements and accounting records of Phillips 66. These financial statements reflect the combined historical results of operations, financial position and cash flows of the Contributed Assets as if such businesses had been combined for all periods presented. All intercompany transactions and accounts within our Predecessor have been eliminated. The assets and liabilities in these financial statements have been reflected on a historical cost basis, because immediately prior to the Offering, all of the assets and liabilities presented were wholly owned by Phillips 66 and were transferred within the Phillips 66 consolidated group. The statement of income for the periods prior to the Offering includes expense allocations for certain functions historically performed by Phillips 66 and not previously allocated to the Contributed Assets, including allocations of general corporate expenses related to executive oversight, accounting, treasury, tax, legal, information technology and procurement; and operational support services such as engineering and logistics. These allocations were based primarily on relative values of net properties, plants and equipment (PP&E) and equity method investments. Our management believes the assumptions underlying the allocation of expenses from Phillips 66 were reasonable. Nevertheless, the financial statements for periods prior to the Offering may not include all of the actual expenses that would have been incurred had we been a stand-alone publicly traded partnership during the periods presented and may not reflect our actual results of operations, financial position and cash flows had we been a stand-alone publicly traded partnership during the periods prior to the Offering. | ||
All financial information presented for the periods after the Offering represents the consolidated results of operations, financial position and cash flows of the Partnership. Accordingly: | ||
• | Our consolidated statement of income for the three months ended September 30, 2013, consists of the consolidated results of the Partnership for the period from July 26, 2013, through September 30, 2013, and the combined results of our Predecessor for the period from July 1, 2013, through July 25, 2013. Our consolidated statement of income for the nine months ended September 30, 2013, consists of the consolidated results of the Partnership for the period from July 26, 2013, through September 30, 2013, and the combined results of our Predecessor for the period from January 1, 2013, through July 25, 2013. Our consolidated statement of income for the three and nine months ended September 30, 2012, consists entirely of the combined results of our Predecessor. | |
• | Our consolidated balance sheet at September 30, 2013, consists of the consolidated balances of the Partnership, while at December 31, 2012, it consists of the combined balances of our Predecessor. | |
• | Our consolidated statement of cash flows for the nine months ended September 30, 2013, consists of the consolidated results of the Partnership for the period from July 26, 2013, through September 30, 2013, and the combined results of our Predecessor for the period from January 1, 2013, through July 25, 2013. Our consolidated statement of cash flows for the nine months ended September 30, 2012, consists entirely of the combined results of our Predecessor. | |
• | Our consolidated statement of changes in equity for the nine months ended September 30, 2013, consists of both the combined activity for our Predecessor prior to July 26, 2013, and the consolidated activity for the Partnership completed at and subsequent to the Offering on July 26, 2013. Our consolidated statement of changes in equity for the nine months ended September 30, 2012, consists entirely of the combined activity of our Predecessor. |
Interim_Financial_Information
Interim Financial Information | 9 Months Ended |
Sep. 30, 2013 | |
Interim Financial Information [Abstract] | ' |
Interim Financial Information | ' |
Interim Financial Information | |
The interim financial information presented in the financial statements included in this report is unaudited and includes all known accruals and adjustments necessary, in the opinion of management, for a fair presentation of our consolidated financial position, results of operations and cash flows for the periods presented. Unless otherwise specified, all such adjustments are of a normal and recurring nature. Certain notes and other information have been condensed or omitted from the interim financial statements included in this report. Therefore, these interim financial statements should be read in conjunction with the audited combined financial statements and notes thereto for the year ended December 31, 2012, and the interim financial information for the quarterly period ended March 31, 2013, both included in the prospectus dated July 22, 2013, as filed with the SEC on July 24, 2013, as well as in conjunction with the interim financial information in our report on Form 10-Q for the quarterly period ended June 30, 2013. The results of operations for the three and nine months ended September 30, 2013, are not necessarily indicative of the results to be expected for the full year. |
Initial_Public_Offering
Initial Public Offering | 9 Months Ended | |
Sep. 30, 2013 | ||
Initial Public Offering [Abstract] | ' | |
Initial Public Offering | ' | |
Initial Public Offering | ||
On July 23, 2013, the Partnership's common units began trading on the New York Stock Exchange under the symbol "PSXP." On July 26, 2013, the Partnership completed the Offering of 18,888,750 common units to the public at a price of $23.00 per unit, which included a 2,463,750 common unit over-allotment option that was fully exercised by the underwriters. | ||
In exchange for the Contributed Assets, Phillips 66 received: | ||
• | 16,328,362 common units and 35,217,112 subordinated units, representing an aggregate 71.7 percent limited partner interest. | |
• | All of the incentive distribution rights. | |
• | 1,437,433 general partner units, representing a 2.0 percent general partner interest. | |
The Partnership received net proceeds of $404.4 million from the sale of the common units to the public, after deducting underwriting discounts and commissions, structuring fees and other offering costs of $30.0 million. The Partnership retained the net proceeds from the Offering for general partnership purposes, including potential future acquisitions from Phillips 66 and third parties, as well as potential future expansion capital expenditures. |
Properties_Plants_and_Equipmen
Properties, Plants and Equipment | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Property, Plant and Equipment [Abstract] | ' | |||||
Properties, Plants and Equipment | ' | |||||
Properties, Plants and Equipment | ||||||
Our investment in PP&E, with the associated accumulated depreciation, was: | ||||||
Millions of Dollars | ||||||
September 30 | December 31 | |||||
2013 | 2012 | |||||
Cost: | ||||||
Land | $ | 4 | 4 | |||
Buildings and improvements | 6.2 | 5.4 | ||||
Pipelines and related assets | 35.9 | 35.9 | ||||
Terminals and related assets | 162.7 | 161.2 | ||||
Construction-in-progress | 3.3 | 1.7 | ||||
Gross PP&E | 212.1 | 208.2 | ||||
Less: accumulated depreciation | (77.1 | ) | (72.4 | ) | ||
Net PP&E | $ | 135 | 135.8 | |||
There were no material impairments of PP&E for the three- and nine-month periods ended September 30, 2013 and 2012. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2013 | |
Debt Disclosure [Abstract] | ' |
Debt | ' |
Debt | |
On June 7, 2013, we entered into a $250 million senior unsecured revolving credit agreement (Credit Agreement) with a syndicate of financial institutions. On July 26, 2013, concurrent with the closing of the Offering, we closed the Credit Agreement. We have the option to increase the overall capacity of the Credit Agreement by up to an additional $250 million, subject to, among other things, the consent of the existing lenders whose commitments would be increased or any additional lenders providing such additional capacity. The Credit Agreement has an initial five-year term beginning on the day we entered into the Credit Agreement, and we have the option to extend for two additional one-year terms, subject to certain conditions, including the consent of the lenders holding the majority of the commitments and each lender extending its individual commitment. The Credit Agreement includes sub-facilities for swingline loans and letters of credit. | |
Outstanding borrowings under the Credit Agreement will bear interest, at our option, at either: (a) the Eurodollar rate in effect from time to time plus the applicable margin; or (b) the base rate (as described in the Credit Agreement) plus the applicable margin. The Credit Agreement also provides for customary fees, including administrative agent fees and commitment fees. Commitment fees began to accrue beginning on the date we entered into the Credit Agreement. Prior to our obtaining credit ratings, if ever, the pricing levels for the commitment fee and interest-rate margins will be based on our ratio of total debt to EBITDA (as described in the Credit Agreement) for the prior four fiscal quarters. After we obtain credit ratings, if ever, the pricing levels will be based on our credit ratings in effect from time to time. The Credit Agreement contains representations and warranties, affirmative and negative covenants and events of default that we consider to be customary for an agreement of this type, including a covenant that requires us to maintain a ratio of total debt to EBITDA for the prior four fiscal quarters of not greater than 5.0 to 1.0 as of the last day of each fiscal quarter (5.5 to 1.0 during the specified period following certain acquisitions). If an event of default occurs under the Credit Agreement and is continuing, the lenders may terminate their commitments and declare the amount of all outstanding borrowings, together with accrued interest and all fees, to be immediately due and payable. Among other things and until such time as we have an investment grade rating, we would not be able to make any cash distributions to our unitholders for so long as an event of default is continuing. As of September 30, 2013, no amount had been drawn under the Credit Agreement. |
Net_Income_Per_Limited_Partner
Net Income Per Limited Partner Unit | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Partners' Capital Notes [Abstract] | ' | ||||||||||
Net Income Per Limited Partner Unit | ' | ||||||||||
Net Income Per Limited Partner Unit | |||||||||||
Net income per unit applicable to common limited partner units and to subordinated limited partner units is computed by dividing the respective limited partners’ interest in net income for the period subsequent to the Offering by the weighted-average number of common units and subordinated units outstanding for the period. Because we have more than one class of participating securities, we use the two-class method when calculating the net income per unit applicable to limited partners. The classes of participating securities include common units, subordinated units, general partner units, and incentive distribution rights. Basic and diluted net income per unit are the same because we do not have any potentially dilutive units outstanding for the periods presented. | |||||||||||
On October 23, 2013, the Board of Directors of our general partner declared our prorated initial quarterly cash distribution for the period July 26, 2013, through September 30, 2013, of $0.1548 per unit, or $11.1 million in total. This distribution is payable November 13, 2013, to unitholders of record as of November 4, 2013. | |||||||||||
Millions of Dollars | |||||||||||
Three Months Ended September 30, 2013 | Nine Months Ended September 30, 2013 | ||||||||||
Net income subsequent to the Offering | $ | 11.9 | 11.9 | ||||||||
Less: General partner’s distribution declared | 0.2 | 0.2 | |||||||||
Limited partners' distribution declared on common units* | 5.4 | 5.4 | |||||||||
Limited partner's distribution declared on subordinated units* | 5.5 | 5.5 | |||||||||
Distribution less than (in excess of) net income subsequent to the Offering | $ | 0.8 | 0.8 | ||||||||
*Common and subordinated unitholders, as a group, will each receive distributions totaling $5.45 million. Differences in the above table are due to rounding impacts. | |||||||||||
General Partner | Limited Partners' Common Units | Limited Partner's Subordinated Units | Total | ||||||||
Three Months Ended September 30, 2013 | |||||||||||
Net income subsequent to the Offering: | |||||||||||
Distribution declared* (millions) | $ | 0.2 | 5.4 | 5.5 | 11.1 | ||||||
Distribution less than (in excess of) net income subsequent to the Offering (millions) | — | 0.4 | 0.4 | 0.8 | |||||||
Net income subsequent to the Offering (millions) | $ | 0.2 | 5.8 | 5.9 | 11.9 | ||||||
Weighted average units outstanding: | |||||||||||
Basic | 1,437,433 | 35,217,112 | 35,217,112 | 71,871,657 | |||||||
Diluted | 1,437,433 | 35,217,112 | 35,217,112 | 71,871,657 | |||||||
Net income per limited partner unit: | |||||||||||
Basic | $ | 0.17 | 0.17 | ||||||||
Diluted | 0.17 | 0.17 | |||||||||
Nine Months Ended September 30, 2013 | |||||||||||
Net income subsequent to the Offering: | |||||||||||
Distribution declared* (millions) | $ | 0.2 | 5.4 | 5.5 | 11.1 | ||||||
Distribution less than (in excess of) net income subsequent to the Offering (millions) | — | 0.4 | 0.4 | 0.8 | |||||||
Net income subsequent to the Offering (millions) | $ | 0.2 | 5.8 | 5.9 | 11.9 | ||||||
Weighted average units outstanding: | |||||||||||
Basic | 1,437,433 | 35,217,112 | 35,217,112 | 71,871,657 | |||||||
Diluted | 1,437,433 | 35,217,112 | 35,217,112 | 71,871,657 | |||||||
Net income per limited partner unit: | |||||||||||
Basic | $ | 0.17 | 0.17 | ||||||||
Diluted | 0.17 | 0.17 | |||||||||
*Common and subordinated unitholders, as a group, will each receive distributions totaling $5.45 million. Differences in the above table are due to rounding impacts. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Contingencies [Abstract] | ' |
Contingencies | ' |
From time to time, lawsuits involving a variety of claims that arise in the ordinary course of business may be filed against us. We also may be required to remove or mitigate the effects on the environment of the placement, storage, disposal or release of certain chemical, mineral and petroleum substances at various sites. We regularly assess the need for accounting recognition or disclosure of these contingencies. In the case of all known contingencies (other than those related to income taxes), we accrue a liability when the loss is probable and the amount is reasonably estimable. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. We do not reduce these liabilities for potential insurance or third-party recoveries. If applicable, we accrue receivables for probable insurance or other third-party recoveries. In the case of income-tax-related contingencies, we use a cumulative probability-weighted loss accrual in cases where sustaining a tax position is less than certain. | |
As we learn new facts concerning contingencies, we reassess our position both with respect to accrued liabilities and other potential exposures. Estimates particularly sensitive to future changes include any contingent liabilities recorded for environmental remediation, tax and legal matters. Estimated future environmental remediation costs are subject to change due to such factors as the uncertain magnitude of cleanup costs, the unknown time and extent of such remedial actions that may be required, and the determination of our liability in proportion to that of other responsible parties. Estimated future costs related to tax and legal matters are subject to change as events evolve and as additional information becomes available during the administrative and litigation processes. | |
Environmental | |
We are subject to federal, state and local environmental laws and regulations. When we prepare our consolidated financial statements, we record accruals for environmental liabilities based on management’s best estimates, using all information that is available at the time. We measure estimates and base liabilities on currently available facts, existing technology, and presently enacted laws and regulations, taking into account stakeholder and business considerations. When measuring environmental liabilities, we also consider our prior experience in remediation of contaminated sites, other companies’ cleanup experience, and data released by the U.S. Environmental Protection Agency (EPA) or other organizations. We consider unasserted claims in our determination of environmental liabilities, and we accrue them in the period they are both probable and reasonably estimable. At December 31, 2012, our Predecessor recorded a total environmental accrual of $0.3 million. Pursuant to our omnibus agreement, Phillips 66 indemnifies us for these environmental liabilities. As of September 30, 2013, we did not have any accrued environmental liabilities. In the future, we may be involved in environmental assessments, cleanups and proceedings. | |
Legal Proceedings | |
Under our omnibus agreement, Phillips 66 provides certain services for our benefit, including legal support services, and we pay an operational and administrative support fee for these services. Phillips 66's legal organization applies its knowledge, experience and professional judgment to the specific characteristics of our cases, employing a litigation management process to manage and monitor the legal proceedings against us. The process facilitates the early evaluation and quantification of potential exposures in individual cases and enables tracking of those cases that have been scheduled for trial and/or mediation. Based on professional judgment and experience in using these litigation management tools and available information about current developments in all our cases, Phillips 66's legal organization regularly assesses the adequacy of current accruals and determines if adjustment of existing accruals, or establishment of new accruals, is required. As of September 30, 2013, we did not have any accrued contingent liabilities. | |
Indemnification | |
Under our omnibus agreement, Phillips 66 will indemnify us for certain environmental liabilities, tax liabilities, and litigation and other matters attributable to the ownership or operation of the Contributed Assets prior to the closing of the Offering. Indemnification for any unknown environmental liabilities is limited to liabilities due to occurrences prior to the closing of the Offering and that are identified before the fifth anniversary of the closing of the Offering, subject to a deductible of $0.1 million per claim before we are entitled to indemnification. Indemnification for litigation matters (other than currently pending legal actions) is subject to an aggregate deductible of $0.2 million before we are entitled to indemnification. Phillips 66 will also indemnify us for failure to obtain certain consents, licenses and permits necessary to conduct our business, including the cost of curing any such condition, in each case that is identified prior to the fifth anniversary of the closing of the Offering, subject to an aggregate deductible of $0.2 million before we are entitled to indemnification. We have agreed to indemnify Phillips 66 for events and conditions associated with the ownership or operation of the Contributed Assets that occur on or after the closing of the Offering and for certain environmental liabilities related to the Contributed Assets to the extent Phillips 66 is not required to indemnify us. |
Leases
Leases | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Leases [Abstract] | ' | |||
Leases | ' | |||
Leases | ||||
In connection with the Offering, we entered into certain transportation services agreements and terminal services agreements with Phillips 66 that are considered operating leases under U.S. generally accepted accounting principles. See Note 11—Related Party Transactions for additional information on these agreements. These agreements include escalation clauses to adjust transportation tariffs and terminaling fees to reflect changes in price indices. Revenues from these agreements are recorded within "Transportation and terminaling services—related parties" on our consolidated statement of income. | ||||
As of September 30, 2013, future minimum payments to be received related to these agreements were estimated to be: | ||||
Millions of Dollars | ||||
2014 | $ | 95.2 | ||
2015 | 95.2 | |||
2016 | 95.5 | |||
2017 | 95.3 | |||
2018 | 76.7 | |||
2019 and thereafter | 350.6 | |||
Total | $ | 808.5 | ||
Employee_Benefit_Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Employee Benefit Plans | ' |
Employee Benefit Plans | |
Employees of Phillips 66 who directly or indirectly support our operations participate in the pension, postretirement health insurance, and defined contribution benefit plans sponsored by Phillips 66, which includes other subsidiaries of Phillips 66. Prior to the Offering, costs associated with benefit plans included the cost allocated to us from Phillips 66's transportation organization and for employees of Phillips 66 who are fully dedicated to supporting our business. Our Predecessor recorded its share of pension and postretirement costs of $0.1 million and $0.6 million for the period from July 1, 2013, through July 25, 2013, and the period from January 1, 2013, to July 25, 2013, respectively, compared with $0.2 million and $0.9 million for the three and nine months ended September 30, 2012. Our Predecessor's share of defined contribution benefit plan costs for the period from July 1, 2013, through July 25, 2013, and the period from January 1, 2013, through July 25, 2013, was $0.1 million and $0.3 million, respectively, compared with $0.2 million and $0.5 million for the three and nine months ended September 30, 2012. These costs are included in either “General and administrative expenses” or “Operating and maintenance expenses” on our consolidated statement of income, depending on the nature of the employee’s role in our operations. |
UnitBased_Compensation
Unit-Based Compensation | 9 Months Ended |
Sep. 30, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Unit-Based Compensation | ' |
Unit-Based Compensation | |
The Board of Directors of our general partner adopted the Phillips 66 Partners LP 2013 Incentive Compensation Plan (the ICP Plan) in the third quarter of 2013. Awards under the ICP Plan are available for officers, directors and employees of the general partner or its affiliates, and any consultants or other individuals who perform services for the Partnership. The ICP Plan allows for the grant of unit awards, restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights, profits interest units and other unit-based awards. The ICP Plan limits the number of common units that may be delivered pursuant to awards to 2,500,000, subject to proportionate adjustment in the event of unit splits and similar events. | |
Through September 30, 2013, only phantom units have been issued under the ICP Plan. A phantom unit entitles the grantee to receive cash equal to the fair market value of a common unit on the settlement date. From July 26, 2013, through September 30, 2013, 2,171 phantom units were granted to three non-employee directors of Phillips 66 Partners. Phantom units granted to non-employee directors vest immediately at the time of the grant, because they are non-forfeitable. These phantom units do not convey voting rights, but recipients of these units do participate in quarterly cash distributions, receiving, for each unit held, cash equal to any cash distribution paid on a common unit between the grant date and the date that the phantom units are settled. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Related Party Transactions [Abstract] | ' | ||||||||||
Related Party Transactions | ' | ||||||||||
Related Party Transactions | |||||||||||
Commercial Agreements | |||||||||||
We entered into multiple commercial agreements with Phillips 66 and amended an existing commercial agreement with Phillips 66 at the closing of the Offering. Under these long-term, fee-based agreements, we provide transportation, terminaling and storage services to Phillips 66, and Phillips 66 commits to provide us with minimum quarterly throughput volumes of crude oil and refined petroleum products. | |||||||||||
The commercial agreements with Phillips 66 include: | |||||||||||
• | A 10-year transportation services agreement under which we charge Phillips 66 for transporting crude oil on our Clifton Ridge to Lake Charles Refinery pipeline, our Pecan Grove to Clifton Ridge pipeline and our Shell to Clifton Ridge pipeline. | ||||||||||
• | A 10-year transportation services agreement under which we charge Phillips 66 for transporting diesel, gasoline and other refined petroleum products on our two 60-mile Sweeny to Pasadena pipelines. | ||||||||||
• | A 23-year throughput and deficiency agreement under which we charge Phillips 66 for transporting gasoline, diesel, jet fuel and other refined petroleum products on our Wood River to Hartford pipeline and our Hartford to Explorer pipeline. | ||||||||||
• | A 5-year terminal services agreement under which we charge Phillips 66 for offloading ships and barges at our Clifton Ridge ship dock and Pecan Grove barge dock and for unloading trucks and storing crude oil at our Clifton Ridge terminal. | ||||||||||
• | A 5-year terminal services agreement under which we charge Phillips 66 for providing terminaling services at our Pasadena and Hartford terminals and at our Hartford barge dock. | ||||||||||
Other than our Hartford Connector throughput and deficiency agreement (Hartford Connector T&D), each of our transportation services agreements includes a 10-year initial term, and Phillips 66 has the option to renew each agreement for up to two additional five-year terms. Our Hartford Connector T&D, which was amended in connection with the Offering, has a 23-year term that began in January 2008 and will expire on December 31, 2030. Each of our terminal services agreements includes a five-year initial term, and Phillips 66 has the option to renew each agreement for up to three additional five-year terms. | |||||||||||
Under each of our transportation services agreements, if Phillips 66 fails to transport its minimum throughput volume during any quarter, then Phillips 66 will pay us a deficiency payment based on the calculation described in the agreement. If the minimum capacity of the pipeline(s) falls below the level of Phillips 66’s commitment at any time (other than outages caused by our planned maintenance) or if capacity on the pipeline(s) is required to be allocated among shippers as a result of volume nominations exceeding available capacity, Phillips 66’s minimum throughput commitment may be proportionately reduced until such time that the available capacity is sufficient to fulfill Phillips 66's minimum volume commitment. We may elect to adjust our tariffs on an annual basis and the new tariffs become effective in July of each year. Under each of our transportation services agreements other than our Hartford Connector T&D, if we agree to make any capital expenditures at Phillips 66’s request, Phillips 66 will reimburse us for, or we will have the right under certain circumstances to file for an increased tariff rate to recover, the actual amount we incur for such expenditures. | |||||||||||
Under our terminal services agreements, Phillips 66 is obligated to throughput or store minimum volumes of crude oil and refined petroleum products and pay us terminaling fees, as well as fees for providing related ancillary services (such as ethanol and biodiesel blending and additive injection) at our terminals. If Phillips 66 fails to meet its minimum volume commitment on certain terminaling services during any quarter, then Phillips 66 will pay us a deficiency payment based on the calculation described in each agreement. Beginning on January 1, 2014, we may adjust our per-barrel fees annually on January 1 of each year. | |||||||||||
These commercial agreements include provisions that permit Phillips 66 to suspend, reduce or terminate its obligations under the applicable agreement if certain events occur. Under all of our commercial agreements other than our Hartford Connector T&D, these events include Phillips 66 deciding to completely suspend refining operations at a refinery that is supported by our assets for at least twelve consecutive months, unless it publicly announces its intent to resume operations at a refinery prior to the expiration of the 12-month notice period, and, under all of our commercial agreements, these events include certain force majeure events that would prevent us or Phillips 66 from performing our respective obligations under the applicable agreement. | |||||||||||
In connection with the Offering, we entered into two storage and stevedoring services agreements with Phillips 66. Under these agreements, we provide Phillips 66 certain storage, stevedoring, sampling and testing services and such other services as we and Phillips 66 may mutually agree upon from time to time, and Phillips 66 commits to provide us with minimum storage volumes of lubricant base stocks at our Hartford and Pecan Grove terminals. | |||||||||||
In connection with the Offering, we also entered into naphtha storage services agreements with WRB Refining LP and Phillips 66. Under these agreements, we will provide certain storage, sampling and testing services and such other services as we and WRB or Phillips 66, as applicable, may mutually agree upon from time to time, and WRB and Phillips 66 commit to provide us with minimum storage volumes of naphtha at our Hartford terminal. | |||||||||||
With respect to periods prior to the Offering, our Predecessor was part of the consolidated operations of Phillips 66, and substantially all of our Predecessor's revenues were derived from transactions with Phillips 66 and its affiliates. The contractual rates used for these revenue transactions may be materially different than rates we might have received had they been transacted with third parties. With effect from the Offering, we entered into several commercial agreements with Phillips 66 as discussed above, under which Phillips 66 pays us fees for transporting, terminaling and storing crude oil and refined products. | |||||||||||
Operational Services Agreement | |||||||||||
In connection with the Offering, we entered into an operational services agreement with Phillips 66. Under this agreement, we reimburse Phillips 66 for providing certain operational services to us in support of our pipelines, terminaling and storage facilities. These services include routine and emergency maintenance and repair services, routine operational activities, routine administrative services, construction and related services and such other services as we and Phillips 66 may mutually agree upon from time to time. The agreement has an initial term of five years and will continue in full force and effect thereafter unless terminated by either party. | |||||||||||
Omnibus Agreement | |||||||||||
In connection with the Offering, we entered into an omnibus agreement with Phillips 66, certain of its subsidiaries and our general partner. This agreement addresses our payment of an annual operating and administrative support fee, in an initial amount of $13.7 million (prorated for the first year of operations), and our obligation to reimburse Phillips 66 for all other direct or allocated costs and expenses incurred by Phillips 66 in providing general and administrative services. It also addresses our right of first offer to acquire Phillips 66’s direct one-third equity interest in each of DCP Sand Hills Pipeline, LLC and DCP Southern Hills Pipeline, LLC. Additionally, the omnibus agreement addresses Phillips 66’s indemnification to us and our indemnification to Phillips 66 for certain environmental and other liabilities related to the Contributed Assets, and the prefunding of certain projects by Phillips 66. Further, it addresses the granting of a license from Phillips 66 to us with respect to the use of certain Phillips 66 trademarks. | |||||||||||
Related Party Transactions | |||||||||||
Significant related-party transactions included in general and administrative expenses and operating and maintenance expenses were: | |||||||||||
Millions of Dollars | |||||||||||
Three Months Ended | Nine Months Ended | ||||||||||
30-Sep | 30-Sep | ||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||
General and administrative expenses | $ | 2.5 | 2.3 | 6.9 | 5.4 | ||||||
Operating and maintenance expenses | 2.6 | 1.7 | 6.7 | 6.2 | |||||||
Total | $ | 5.1 | 4 | 13.6 | 11.6 | ||||||
Our management believes the charges allocated to our Predecessor prior to the Offering were a reasonable reflection of the utilization of services provided. However, those allocations may not have fully reflected the expenses that would have been incurred had we been a stand-alone publicly traded partnership for periods prior to the Offering. | |||||||||||
Subsequent to the Offering, we pay Phillips 66 an operational and administrative support fee under the terms of our omnibus agreement, initially in the amount of $13.7 million (payable in equal monthly installments and prorated for the first year of service), for the provision of certain services, including: executive services; financial and administrative services (including treasury and accounting); information technology; legal services; corporate health, safety and environmental services; facility services; human resources services; procurement services; corporate engineering services, including asset integrity and regulatory services; logistical services; asset oversight, such as operational management and supervision; business development services; investor relations; tax matters; and public company reporting services. We also reimburse Phillips 66 for all other direct or allocated costs incurred on behalf of us, pursuant to the terms in our omnibus agreement. Under our operational services agreement, we reimburse Phillips 66 for the provision of certain operational services to us in support of our pipelines, terminaling and storage facilities. Additionally, we pay Phillips 66 for insurance services provided to us. Operating and maintenance expenses also included volumetric gains/losses associated with volumes transported by Phillips 66. The classification of these charges between general and administrative expenses and operating and maintenance expenses is based on the functional nature of the services being performed for our operations. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
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 generally are borne by our partners through the allocation of taxable income. Our income tax provision results from laws in certain states that apply to entities organized as partnerships. | |
Our provision for income taxes was $0.2 million and $0.4 million for the three- and nine-month periods ended September 30, 2013, respectively, compared with $0.1 million and $0.3 million for the corresponding periods of 2012. Our effective tax rate was 1.1 percent and 0.9 percent for the three- and nine-month periods ended September 30, 2013, respectively, compared with 0.8 percent and 1.0 percent for the corresponding periods of 2012. |
Business_and_Basis_of_Presenta1
Business and Basis of Presentation (Policies) | 9 Months Ended | |
Sep. 30, 2013 | ||
Business and Basis of Presentation [Abstract] | ' | |
Basis of Presentation | ' | |
Basis of Presentation | ||
For the periods prior to the Offering on July 26, 2013, the financial statements included in this Quarterly Report on Form 10-Q were derived from the financial statements and accounting records of Phillips 66. These financial statements reflect the combined historical results of operations, financial position and cash flows of the Contributed Assets as if such businesses had been combined for all periods presented. All intercompany transactions and accounts within our Predecessor have been eliminated. The assets and liabilities in these financial statements have been reflected on a historical cost basis, because immediately prior to the Offering, all of the assets and liabilities presented were wholly owned by Phillips 66 and were transferred within the Phillips 66 consolidated group. The statement of income for the periods prior to the Offering includes expense allocations for certain functions historically performed by Phillips 66 and not previously allocated to the Contributed Assets, including allocations of general corporate expenses related to executive oversight, accounting, treasury, tax, legal, information technology and procurement; and operational support services such as engineering and logistics. These allocations were based primarily on relative values of net properties, plants and equipment (PP&E) and equity method investments. Our management believes the assumptions underlying the allocation of expenses from Phillips 66 were reasonable. Nevertheless, the financial statements for periods prior to the Offering may not include all of the actual expenses that would have been incurred had we been a stand-alone publicly traded partnership during the periods presented and may not reflect our actual results of operations, financial position and cash flows had we been a stand-alone publicly traded partnership during the periods prior to the Offering. | ||
All financial information presented for the periods after the Offering represents the consolidated results of operations, financial position and cash flows of the Partnership. Accordingly: | ||
• | Our consolidated statement of income for the three months ended September 30, 2013, consists of the consolidated results of the Partnership for the period from July 26, 2013, through September 30, 2013, and the combined results of our Predecessor for the period from July 1, 2013, through July 25, 2013. Our consolidated statement of income for the nine months ended September 30, 2013, consists of the consolidated results of the Partnership for the period from July 26, 2013, through September 30, 2013, and the combined results of our Predecessor for the period from January 1, 2013, through July 25, 2013. Our consolidated statement of income for the three and nine months ended September 30, 2012, consists entirely of the combined results of our Predecessor. | |
• | Our consolidated balance sheet at September 30, 2013, consists of the consolidated balances of the Partnership, while at December 31, 2012, it consists of the combined balances of our Predecessor. | |
• | Our consolidated statement of cash flows for the nine months ended September 30, 2013, consists of the consolidated results of the Partnership for the period from July 26, 2013, through September 30, 2013, and the combined results of our Predecessor for the period from January 1, 2013, through July 25, 2013. Our consolidated statement of cash flows for the nine months ended September 30, 2012, consists entirely of the combined results of our Predecessor. | |
• | Our consolidated statement of changes in equity for the nine months ended September 30, 2013, consists of both the combined activity for our Predecessor prior to July 26, 2013, and the consolidated activity for the Partnership completed at and subsequent to the Offering on July 26, 2013. Our consolidated statement of changes in equity for the nine months ended September 30, 2012, consists entirely of the combined activity of our Predecessor. | |
Earnings Per Share, Policy [Policy Text Block] | ' | |
Net income per unit applicable to common limited partner units and to subordinated limited partner units is computed by dividing the respective limited partners’ interest in net income for the period subsequent to the Offering by the weighted-average number of common units and subordinated units outstanding for the period. Because we have more than one class of participating securities, we use the two-class method when calculating the net income per unit applicable to limited partners. The classes of participating securities include common units, subordinated units, general partner units, and incentive distribution rights. Basic and diluted net income per unit are the same because we do not have any potentially dilutive units outstanding for the periods presented. |
Properties_Plants_and_Equipmen1
Properties, Plants and Equipment (Tables) | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Property, Plant and Equipment [Abstract] | ' | |||||
Summary of Property, Plant and Equipment | ' | |||||
Our investment in PP&E, with the associated accumulated depreciation, was: | ||||||
Millions of Dollars | ||||||
September 30 | December 31 | |||||
2013 | 2012 | |||||
Cost: | ||||||
Land | $ | 4 | 4 | |||
Buildings and improvements | 6.2 | 5.4 | ||||
Pipelines and related assets | 35.9 | 35.9 | ||||
Terminals and related assets | 162.7 | 161.2 | ||||
Construction-in-progress | 3.3 | 1.7 | ||||
Gross PP&E | 212.1 | 208.2 | ||||
Less: accumulated depreciation | (77.1 | ) | (72.4 | ) | ||
Net PP&E | $ | 135 | 135.8 | |||
Net_Income_Per_Limited_Partner1
Net Income Per Limited Partner Unit (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Partners' Capital Notes [Abstract] | ' | ||||||||||
Schedule of Distributions Declared, Partners Interest in Partnership Net Income and Net Income per Unit by Class | ' | ||||||||||
On October 23, 2013, the Board of Directors of our general partner declared our prorated initial quarterly cash distribution for the period July 26, 2013, through September 30, 2013, of $0.1548 per unit, or $11.1 million in total. This distribution is payable November 13, 2013, to unitholders of record as of November 4, 2013. | |||||||||||
Millions of Dollars | |||||||||||
Three Months Ended September 30, 2013 | Nine Months Ended September 30, 2013 | ||||||||||
Net income subsequent to the Offering | $ | 11.9 | 11.9 | ||||||||
Less: General partner’s distribution declared | 0.2 | 0.2 | |||||||||
Limited partners' distribution declared on common units* | 5.4 | 5.4 | |||||||||
Limited partner's distribution declared on subordinated units* | 5.5 | 5.5 | |||||||||
Distribution less than (in excess of) net income subsequent to the Offering | $ | 0.8 | 0.8 | ||||||||
*Common and subordinated unitholders, as a group, will each receive distributions totaling $5.45 million. Differences in the above table are due to rounding impacts. | |||||||||||
General Partner | Limited Partners' Common Units | Limited Partner's Subordinated Units | Total | ||||||||
Three Months Ended September 30, 2013 | |||||||||||
Net income subsequent to the Offering: | |||||||||||
Distribution declared* (millions) | $ | 0.2 | 5.4 | 5.5 | 11.1 | ||||||
Distribution less than (in excess of) net income subsequent to the Offering (millions) | — | 0.4 | 0.4 | 0.8 | |||||||
Net income subsequent to the Offering (millions) | $ | 0.2 | 5.8 | 5.9 | 11.9 | ||||||
Weighted average units outstanding: | |||||||||||
Basic | 1,437,433 | 35,217,112 | 35,217,112 | 71,871,657 | |||||||
Diluted | 1,437,433 | 35,217,112 | 35,217,112 | 71,871,657 | |||||||
Net income per limited partner unit: | |||||||||||
Basic | $ | 0.17 | 0.17 | ||||||||
Diluted | 0.17 | 0.17 | |||||||||
Nine Months Ended September 30, 2013 | |||||||||||
Net income subsequent to the Offering: | |||||||||||
Distribution declared* (millions) | $ | 0.2 | 5.4 | 5.5 | 11.1 | ||||||
Distribution less than (in excess of) net income subsequent to the Offering (millions) | — | 0.4 | 0.4 | 0.8 | |||||||
Net income subsequent to the Offering (millions) | $ | 0.2 | 5.8 | 5.9 | 11.9 | ||||||
Weighted average units outstanding: | |||||||||||
Basic | 1,437,433 | 35,217,112 | 35,217,112 | 71,871,657 | |||||||
Diluted | 1,437,433 | 35,217,112 | 35,217,112 | 71,871,657 | |||||||
Net income per limited partner unit: | |||||||||||
Basic | $ | 0.17 | 0.17 | ||||||||
Diluted | 0.17 | 0.17 | |||||||||
*Common and subordinated unitholders, as a group, will each receive distributions totaling $5.45 million. Differences in the above table are due to rounding impacts. |
Leases_Tables
Leases (Tables) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Leases [Abstract] | ' | |||
Schedule of Esimated Future Minimum Rental Income | ' | |||
As of September 30, 2013, future minimum payments to be received related to these agreements were estimated to be: | ||||
Millions of Dollars | ||||
2014 | $ | 95.2 | ||
2015 | 95.2 | |||
2016 | 95.5 | |||
2017 | 95.3 | |||
2018 | 76.7 | |||
2019 and thereafter | 350.6 | |||
Total | $ | 808.5 | ||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Related Party Transactions [Abstract] | ' | ||||||||||
Summary of Related Party Charges | ' | ||||||||||
Significant related-party transactions included in general and administrative expenses and operating and maintenance expenses were: | |||||||||||
Millions of Dollars | |||||||||||
Three Months Ended | Nine Months Ended | ||||||||||
30-Sep | 30-Sep | ||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||
General and administrative expenses | $ | 2.5 | 2.3 | 6.9 | 5.4 | ||||||
Operating and maintenance expenses | 2.6 | 1.7 | 6.7 | 6.2 | |||||||
Total | $ | 5.1 | 4 | 13.6 | 11.6 | ||||||
Business_and_Basis_of_Presenta2
Business and Basis of Presentation (Narrative) (Details) | 9 Months Ended | 1 Months Ended |
Sep. 30, 2013 | Jul. 27, 2013 | |
segment | Common Units [Member] | |
Limited Liability Company or Limited Partnership, Business Organization and Operations [Abstract] | ' | ' |
Initial public offering of common units (including units issued to underwriters), number of units | ' | 18,888,750 |
Common units issued pursuant to the exercise of the underwriters' over-allotment option, number of units | ' | 2,463,750 |
Number of reportable segments | 1 | ' |
Initial_Public_Offering_Narrat
Initial Public Offering (Narrative) (Details) (USD $) | 1 Months Ended | |
In Millions, except Share data, unless otherwise specified | Jul. 27, 2013 | Jul. 24, 2013 |
Initial Public Offering and Summary of Partnership Ownership | ' | ' |
Underwriting discounts and commissions, structuring fees and other offering costs | ' | 30 |
Phillips 66 [Member] | ' | ' |
Initial Public Offering and Summary of Partnership Ownership | ' | ' |
Number of general partner units Phillips 66 received in exchange for the Contributed Assets, units | ' | 1,437,433 |
Phillips 66's general partner ownership interest, percentage | 2.00% | ' |
Majority Shareholder [Member] | Phillips 66 [Member] | ' | ' |
Initial Public Offering and Summary of Partnership Ownership | ' | ' |
Phillips 66's limited partner ownership interest, percentage | 71.70% | ' |
Common Units [Member] | ' | ' |
Initial Public Offering and Summary of Partnership Ownership | ' | ' |
Initial public offering of common units (including over-allotment option), number of units | 18,888,750 | ' |
Initial public offering price per unit | 23 | ' |
Common unit over-allotment option fully exercised by the underwriters, number of units | 2,463,750 | ' |
Net proceeds from sale of common units to the public | 404.4 | ' |
Common Units [Member] | Majority Shareholder [Member] | Phillips 66 [Member] | ' | ' |
Initial Public Offering and Summary of Partnership Ownership | ' | ' |
Number of common units Phillips 66 received in exchange for the Contributed Assets, units | ' | 16,328,362 |
Subordinated Units [Member] | Majority Shareholder [Member] | Phillips 66 [Member] | ' | ' |
Initial Public Offering and Summary of Partnership Ownership | ' | ' |
Number of common units Phillips 66 received in exchange for the Contributed Assets, units | ' | 35,217,112 |
Properties_Plants_and_Equipmen2
Properties, Plants and Equipment (Summary of Properties, Plants and Equipment)(Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 |
In Millions, unless otherwise specified | Land [Member] | Building and Improvements [Member] | Pipelines and Related Assets [Member] | Terminals and Related Assets [Member] | Construction in Progress [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | |
Land [Member] | Building and Improvements [Member] | Pipelines and Related Assets [Member] | Terminals and Related Assets [Member] | Construction in Progress [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross PP&E | $212.10 | $4 | $6.20 | $35.90 | $162.70 | $3.30 | $208.20 | $4 | $5.40 | $35.90 | $161.20 | $1.70 |
Less: accumulated depreciation | -77.1 | ' | ' | ' | ' | ' | -72.4 | ' | ' | ' | ' | ' |
Net PP&E | $135 | ' | ' | ' | ' | ' | $135.80 | ' | ' | ' | ' | ' |
Debt_Narrative_Details
Debt (Narrative) (Details) (Revolving Credit Agreement [Member], USD $) | Sep. 30, 2013 | Jul. 24, 2013 |
Credit Agreement | ' | ' |
Revolving credit agreement borrowing capacity | ' | $250,000,000 |
Amount drawn under credit agreement facility | 0 | ' |
Maximum [Member] | ' | ' |
Credit Agreement | ' | ' |
Amount by which the revolving credit agreement borrowing capacity may be increased | ' | $250,000,000 |
Number or renewals available to extend the term of the credit agreement | ' | 2 |
Ratio of total debt to EBITDA, maximum ratio | ' | 5 |
Ratio of total debt to EBITDA following specified period of certain acquisitions, maximum ratio | ' | 5.5 |
Net_Income_Per_Limited_Partner2
Net Income Per Limited Partner Unit (Schedule of Net Income By Class of Participating Securities) (Details) (USD $) | 2 Months Ended | 3 Months Ended | 9 Months Ended | 2 Months Ended | 1 Months Ended | 2 Months Ended | |||||||||||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Oct. 23, 2013 | Oct. 23, 2013 | Oct. 23, 2013 | Oct. 23, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | ||
Common Units [Member] | Subordinated Units [Member] | General Partner [Member] | Limited Partner [Member] | Limited Partner [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Non-public [Member] | Non-public [Member] | Non-public [Member] | ||||||
Common Units [Member] | Subordinated Units [Member] | General Partner [Member] | Limited Partner [Member] | Limited Partner [Member] | Common Units [Member] | Subordinated Units [Member] | General Partner [Member] | ||||||||||
Common Units [Member] | Subordinated Units [Member] | Majority Shareholder [Member] | Majority Shareholder [Member] | ||||||||||||||
Partners' Capital [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Net income | $11.90 | $17.30 | $43.70 | $5.80 | $5.90 | $0.20 | $5.80 | $5.90 | ' | ' | ' | ' | $2.70 | $5.90 | $0.20 | ||
Partners' Capital Account, Distributions | ' | ' | ' | ' | ' | ' | ' | ' | 11.1 | 0.2 | 5.45 | [1] | 5.45 | [1] | ' | ' | ' |
Distributions less than (in excess of) net income subsequent to the Offering | ' | ' | ' | ' | ' | ' | ' | ' | $0.80 | ' | $0.40 | $0.40 | ' | ' | ' | ||
Weighted average units outstanding, general partner, basic | 1,437,433 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Weighted average units outstanding, limited partner, basic | ' | ' | ' | 35,217,112 | ' | ' | ' | ' | ' | ' | ' | ' | 16,328,000 | 35,217,112 | ' | ||
Weighted average units outstanding, basic | 71,871,657 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Weighted average units outstanding, general partner, diluted | 1,437,433 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Weighted average units outstanding, limited partner, diluted | ' | ' | ' | 35,217,112 | ' | ' | ' | ' | ' | ' | ' | ' | 16,328,000 | 35,217,112 | ' | ||
Weighted average units outstanding, diluted | 71,871,657 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Net income per limited partner unit, basic | ' | ' | ' | $0.17 | $0.17 | ' | ' | ' | ' | ' | ' | ' | ' | $0.17 | ' | ||
Net income per limited partner unit, diluted | ' | ' | ' | $0.17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.17 | ' | ||
[1] | Common and subordinated unitholders, as a group, will each receive distributions totaling $5.45 million. Differences in the above table are due to rounding impacts. |
Net_Income_Per_Limited_Partner3
Net Income Per Limited Partner Unit (Narrative) (Details) (Subsequent Event [Member], USD $) | 1 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Oct. 23, 2013 |
Subsequent Event [Member] | ' |
Subsequent Event [Line Items] | ' |
Quarterly cash distribution declared, per unit | $0.15 |
Total quarterly cash distribution declared | $11.10 |
Contingencies_Narrative_Detail
Contingencies (Narrative) (Details) (USD $) | Jul. 24, 2013 | Jul. 24, 2013 | Jul. 24, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | Losses Related To Contributed Assets Subject to a Deductible before Eligibility For Indemnification Under the Omnibus Agreement[Member] | Litigation Matters [Member] | Environmental Liabilities [Member] | Predecessor [Member] |
Losses Related To Contributed Assets Subject to a Deductible before Eligibility For Indemnification Under the Omnibus Agreement[Member] | Losses Related To Contributed Assets Subject to a Deductible before Eligibility For Indemnification Under the Omnibus Agreement[Member] | |||
Environmental | ' | ' | ' | ' |
Accrued environmental liabilities | ' | ' | ' | $0.30 |
Indemnification | ' | ' | ' | ' |
Amount of deductible, per claim or in aggregate, before indemification by Phillips 66 | ' | 0.2 | 0.1 | ' |
Amount of aggregate deductible before indemification by Phillips 66 for failure to obtain certain consents, licenses and permits | $0.20 | ' | ' | ' |
Leases_Schedule_of_Future_Mini
Leases (Schedule of Future Minimum Operating Lease Income) (Details) (Majority Shareholder [Member], Phillips 66 [Member], USD $) | Sep. 30, 2013 |
In Millions, unless otherwise specified | |
Majority Shareholder [Member] | Phillips 66 [Member] | ' |
Esimated Future Minimum Rental Income Under Operating Lease Agreements With Phillips 66 | ' |
2014 | $95.20 |
2015 | 95.2 |
2016 | 95.5 |
2017 | 95.3 |
2018 | 76.7 |
2019 and thereafter | 350.6 |
Total minimum operating lease rental income | $808.50 |
Employee_Benefit_Plans_Narrati
Employee Benefit Plans (Narrative) (Details) (Predecessor [Member], USD $) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended |
In Millions, unless otherwise specified | Jul. 25, 2013 | Sep. 30, 2012 | Jul. 25, 2013 | Sep. 30, 2012 |
Predecessor [Member] | ' | ' | ' | ' |
Pension and postretirement costs | $0.10 | $0.20 | $0.60 | $0.90 |
Defined contribution benefit plan costs | $0.10 | $0.20 | $0.30 | $0.50 |
UnitBased_Compensation_Narrati
Unit-Based Compensation (Narrative) (Details) | 2 Months Ended |
Sep. 30, 2013 | |
director | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Number of non-employee directors | 3 |
Phillips 66 Partners LP 2013 Incentive Compensation Plan [Member] | Phantom Units [Member] | Non Employee Directors [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Number of phantom units granted | 2,171 |
Phillips 66 Partners LP 2013 Incentive Compensation Plan [Member] | Common Units [Member] | Maximum [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Number of common units that may be delivered under the ICP Plan | 2,500,000 |
Related_Parties_Transactions_S
Related Parties Transactions (Summary of Related Party Charges) (Details) (Majority Shareholder [Member], Phillips 66 [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Majority Shareholder [Member] | Phillips 66 [Member] | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
General and administrative expenses | $2.50 | $2.30 | $6.90 | $5.40 |
Operating and maintenance expenses | 2.6 | 1.7 | 6.7 | 6.2 |
Total | $5.10 | $4 | $13.60 | $11.60 |
Related_Party_Transactions_Nar
Related Party Transactions (Narrative) (Details) (USD $) | Jul. 24, 2013 | Jul. 27, 2013 | Sep. 30, 2013 | Jul. 24, 2013 | Jul. 24, 2013 | Jul. 24, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jul. 24, 2013 | Jul. 24, 2013 |
In Millions, unless otherwise specified | pipeline | Phillips 66 [Member] | Phillips 66 [Member] | Phillips 66 [Member] | Phillips 66 [Member] | Phillips 66 [Member] | Phillips 66 [Member] | Phillips 66 [Member] | DCP Sand Hills Pipeline, LLC [Member] | DCP Southern Hills Pipeline, LLC [Member] |
Majority Shareholder [Member] | Majority Shareholder [Member] | Majority Shareholder [Member] | Majority Shareholder [Member] | Majority Shareholder [Member] | Majority Shareholder [Member] | Majority Shareholder [Member] | Phillips 66 [Member] | Phillips 66 [Member] | ||
Storage and Stevedoring Services [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | Majority Shareholder [Member] | Majority Shareholder [Member] | ||||
agreement | Transportation Services [Member] | Terminal Services [Member] | Commercial Excluding Throughput And Deficiency [Member] | Operational Services Agreement [Member] | ||||||
renewal | renewal | |||||||||
Related party agreements and fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of 60-mile Sweeny to Pasadena pipelines | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of renewal options | ' | ' | ' | ' | 2 | 3 | ' | ' | ' | ' |
Number of minimum consecutive months Phillips 66 decides to suspend refining operations | ' | ' | ' | ' | ' | ' | '12 months | ' | ' | ' |
Number of agreements | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' |
Term of agreement | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' |
Initial amount of annual operating and administrative support fee | ' | $13.70 | $13.70 | ' | ' | ' | ' | ' | ' | ' |
Percent of equity interest right of first offer to acquire Phillips 66's interest | ' | ' | ' | ' | ' | ' | ' | ' | 33.30% | 33.30% |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 |
Predecessor [Member] | Predecessor [Member] | |||
Effective tax rate, percentage | 1.10% | 0.90% | 0.80% | 1.00% |
Provision for income taxes | $0.20 | $0.40 | $0.10 | $0.30 |