Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Jun. 30, 2014 |
Document Information [Line Items] | ||
Entity Registrant Name | Phillips 66 Partners LP | |
Entity Central Index Key | 1572910 | |
Trading Symbol | PSXP | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-K | |
Document Period End Date | 31-Dec-14 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | FALSE | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Public Float | $1,408 | |
Common Units [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 | |
Subordinated Units [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
Consolidated_Statement_of_Inco
Consolidated Statement of Income (USD $) | 12 Months Ended | |||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Revenues | ||||||
Transportation and terminaling services—related parties | $222.90 | $181.90 | [1] | |||
Transportation and terminaling services—third parties | 6.1 | 5.1 | [1] | |||
Other income | 0.1 | 0.2 | [1] | |||
Total revenues | 229.1 | 187.2 | [1] | |||
Costs and Expenses | ||||||
Operating and maintenance expenses | 52.5 | 52.2 | [1] | |||
Depreciation | 16.2 | 14.3 | [1] | |||
General and administrative expenses | 25.6 | 18.4 | [1] | |||
Taxes other than income taxes | 4.2 | 4.8 | [1] | |||
Interest and debt expense | 5.3 | 0.3 | [1] | |||
Other Expenses | 0.1 | |||||
Total costs and expenses | 103.9 | 90 | [1] | |||
Income before income taxes | 125.2 | 97.2 | [1] | |||
Provision for income taxes | 0.8 | 0.5 | [1] | |||
Net Income | 124.4 | 96.7 | [1] | |||
Less: Net income attributable to predecessors | 8.4 | [1] | 67.8 | [1] | 41.1 | |
Net income attributable to the Partnership | 116 | [1] | 28.9 | [1] | ||
Less: General partner’s interest in net income attributable to the Partnership | 8.3 | 0.6 | [1] | |||
Limited partners’ interest in net income attributable to the Partnership | 107.7 | 28.3 | [1] | |||
Net Income Attributable to the Partnership Per Limited Partner Unit—Basic and Diluted (dollars) | ||||||
Cash Distribution Paid Per Unit (dollars) | $1.12 | $0.15 | ||||
Common Units [Member] | ||||||
Net Income Attributable to the Partnership Per Limited Partner Unit—Basic and Diluted (dollars) | ||||||
Basic, per unit | $1.48 | $0.40 | ||||
Diluted, per unit | $1.48 | $0.40 | ||||
Average Limited Partner Units Outstanding—Basis and Diluted (thousands) | ||||||
Basic, units | 38,268,371 | 35,217,112 | ||||
Diluted, units | 38,268,371 | 35,217,112 | ||||
Common Units [Member] | Public [Member] | ||||||
Costs and Expenses | ||||||
Net income attributable to the Partnership | 27.4 | 7.6 | ||||
Average Limited Partner Units Outstanding—Basis and Diluted (thousands) | ||||||
Basic, units | 18,889,000 | 18,889,000 | ||||
Diluted, units | 18,889,000 | 18,889,000 | 0 | |||
Common Units [Member] | Non-public [Member] | Phillips 66 [Member] | ||||||
Costs and Expenses | ||||||
Net income attributable to the Partnership | 29.1 | 6.5 | ||||
Average Limited Partner Units Outstanding—Basis and Diluted (thousands) | ||||||
Basic, units | 19,380,000 | 16,328,000 | ||||
Diluted, units | 19,380,000 | 16,328,000 | 0 | |||
Subordinated Units [Member] | ||||||
Net Income Attributable to the Partnership Per Limited Partner Unit—Basic and Diluted (dollars) | ||||||
Basic, per unit | $1.45 | $0.40 | ||||
Diluted, per unit | $1.45 | $0.40 | ||||
Average Limited Partner Units Outstanding—Basis and Diluted (thousands) | ||||||
Basic, units | 35,217,112 | 35,217,112 | ||||
Diluted, units | 35,217,112 | 35,217,112 | ||||
Subordinated Units [Member] | Non-public [Member] | Phillips 66 [Member] | ||||||
Costs and Expenses | ||||||
Net income attributable to the Partnership | 51.2 | 14.2 | ||||
Net Income Attributable to the Partnership Per Limited Partner Unit—Basic and Diluted (dollars) | ||||||
Basic, per unit | $1.45 | $0.40 | ||||
Diluted, per unit | $1.45 | $0.40 | $0 | |||
Average Limited Partner Units Outstanding—Basis and Diluted (thousands) | ||||||
Basic, units | 35,217,000 | 35,217,000 | ||||
Diluted, units | 35,217,000 | 35,217,000 | 0 | |||
Predecessor [Member] | ||||||
Revenues | ||||||
Transportation and terminaling services—related parties | 141.8 | [1] | ||||
Transportation and terminaling services—third parties | 3.5 | [1] | ||||
Total revenues | 145.3 | [1] | ||||
Costs and Expenses | ||||||
Operating and maintenance expenses | 54.1 | [1] | ||||
Depreciation | 13.6 | [1] | ||||
General and administrative expenses | 13.7 | [1] | ||||
Taxes other than income taxes | 4.4 | [1] | ||||
Other Expenses | 0.1 | [1] | ||||
Total costs and expenses | 85.9 | [1] | ||||
Income before income taxes | 59.4 | [1] | ||||
Provision for income taxes | 0.3 | [1] | ||||
Net Income | 59.1 | [1],[2] | ||||
Less: Net income attributable to predecessors | $59.10 | [1] | ||||
[1] | Prior-period financial information has been retrospectively adjusted for the acquisition of the Bayway and Ferndale rail racks. | |||||
[2] | Certain liabilities of the Acquired Assets were retained by Phillips 66, pursuant to the terms of various agreements under which we acquired assets from Phillips 66 since the Offering. See Note 11—Contingencies for additional information on these excluded liabilities associated with the Acquired Assets. |
Consolidated_Balance_Sheet
Consolidated Balance Sheet (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
In Millions, unless otherwise specified | ||||
Assets | ||||
Cash and cash equivalents | $8.30 | $425.10 | [1] | |
Accounts receivable—related parties | 21.5 | 11.3 | [1] | |
Accounts receivable—third parties | 1.5 | 0.6 | [1] | |
Materials and supplies | 2.2 | 2 | [1] | |
Other current assets | 2.7 | 2.3 | [1] | |
Total Current Assets | 36.2 | 441.3 | [1] | |
Net properties, plants and equipment | 485.1 | 325.1 | [1] | |
Goodwill | 2.5 | 2.5 | [1] | |
Intangibles | 8.4 | |||
Deferred rentals—related parties | 5.9 | 6.4 | [1] | |
Deferred tax assets | 0.5 | |||
Other assets | 0.9 | |||
Total Assets | 539.5 | 775.3 | [1] | |
Liabilities | ||||
Accounts payable—related parties | 18 | 5.2 | [1] | |
Accounts payable—third parties | 10.2 | 17.3 | [1] | |
Payroll and benefits payable | 0.2 | [1] | ||
Accrued property and other taxes | 2.7 | 2.3 | [1] | |
Accrued interest | 1.9 | |||
Current portion of accrued environmental costs | 2 | [1] | ||
Deferred revenues—related parties | 0.6 | |||
Other current liabilities | 0.3 | 0.4 | [1] | |
Total Current Liabilities | 33.7 | 27.4 | [1] | |
Note payable—related parties | 411.6 | |||
Long-term debt | 18 | |||
Asset retirement obligations | 3.5 | 2.4 | [1] | |
Accrued environmental costs | 1.4 | [1] | ||
Deferred income taxes | 0.1 | [1] | ||
Other liabilities | 0.5 | |||
Total Liabilities | 467.3 | 31.3 | [1] | |
Equity | ||||
General partner—Phillips 66 (2014—1,531,518 units issued and outstanding; 2013—1,437,433 units issued and outstanding) | -517 | 11.5 | [1] | |
Total Equity | 72.2 | [1] | 744 | [1] |
Total Liabilities and Equity | 539.5 | 775.3 | [1] | |
Public [Member] | Common Units [Member] | ||||
Equity | ||||
Unitholders | 415.3 | 409.1 | [1] | |
Total Equity | 415.3 | 409.1 | ||
Non-public [Member] | Common Units [Member] | Phillips 66 [Member] | ||||
Equity | ||||
Unitholders | 57.1 | 48.6 | [1] | |
Total Equity | 57.1 | 48.6 | ||
Non-public [Member] | Subordinated Units [Member] | Phillips 66 [Member] | ||||
Equity | ||||
Unitholders | 116.8 | 104.9 | [1] | |
Total Equity | 116.8 | 104.9 | ||
Phillips 66 [Member] | ||||
Equity | ||||
Net investment—predecessors | $169.90 | [1] | ||
[1] | Prior-period financial information has been retrospectively adjusted for the acquisition of the Bayway and Ferndale rail racks. |
Consolidated_Balance_Sheet_Par
Consolidated Balance Sheet (Parenthetical) | Dec. 31, 2014 | Dec. 31, 2013 |
General partner units issued | 1,531,518 | 1,437,433 |
General partner units outstanding | 1,531,518 | 1,437,433 |
Common Units [Member] | Public [Member] | ||
Units issued | 18,888,750 | 18,888,750 |
Units outstanding | 18,888,750 | 18,888,750 |
Common Units [Member] | Non-public [Member] | Phillips 66 [Member] | ||
Units issued | 20,938,498 | 16,328,362 |
Units outstanding | 20,938,498 | 16,328,362 |
Subordinated Units [Member] | Non-public [Member] | Phillips 66 [Member] | ||
Units issued | 35,217,112 | 35,217,112 |
Units outstanding | 35,217,112 | 35,217,112 |
Consolidated_Statement_of_Cash
Consolidated Statement of Cash Flows (USD $) | 12 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Cash Flows From Operating Activities | ||||||
Net income | $124.40 | $96.70 | [1] | |||
Adjustments to reconcile net income to net cash provided by operating activities | ||||||
Depreciation | 16.2 | 14.3 | [1] | |||
Deferred rentals—related parties | 0.4 | -0.3 | [1] | |||
Accrued environmental costs | -1.1 | [1] | ||||
Deferred tax assets | 0.3 | |||||
Other | 0.8 | 0.3 | [1] | |||
Working capital adjustments | ||||||
Decrease (increase) in accounts receivable | -11.3 | -11 | [1] | |||
Decrease (increase) in materials and supplies | -0.2 | -0.3 | [1] | |||
Decrease (increase) in other current assets | -0.3 | -2.2 | [1] | |||
Increase (decrease) in accounts payable | 9.4 | 6.6 | [1] | |||
Increase (decrease) in accrued interest | 1.9 | |||||
Increase (decrease) in deferred revenues—related parties | 0.5 | |||||
Increase (decrease) in environmental accruals | -6 | [1] | ||||
Increase (decrease) in other accruals | 0.3 | 0.6 | [1] | |||
Net Cash Provided by Operating Activities | 142.4 | 97.6 | [1] | |||
Cash Flows From Investing Activities | ||||||
Capital expenditures | -156.9 | [2] | -88 | [1],[3] | -34.2 | [1] |
Other | 7.6 | 10.8 | [1] | |||
Net Cash Used in Investing Activities | -315.3 | -77.2 | [1] | |||
Cash Flows From Financing Activities | ||||||
Net contributions from (distributions to) Phillips 66 from predecessors | 81.5 | 8.5 | [1] | |||
Project prefunding from Phillips 66 | 2.2 | 3 | [1] | |||
Distributions to general partner associated with the Acquisitions | -262 | [2] | 0 | [1] | ||
Issuance of debt | 28 | |||||
Repayments under revolving credit agreement | -10 | |||||
Proceeds from issuance of common units | 434.4 | [1] | ||||
Offering costs | -30 | [1] | ||||
Debt issuance costs | -0.7 | -0.1 | [1] | |||
Distributions to general partner—Phillips 66 | -4.6 | -0.2 | [1] | |||
Other cash contributions from Phillips 66 | 3.6 | |||||
Net Cash Provided by (Used in) Financing Activities | -243.9 | 404.7 | [1] | |||
Net Change in Cash and Cash Equivalents | -416.8 | 425.1 | [1] | |||
Cash and cash equivalents at beginning of period | 425.1 | [1] | ||||
Cash and Cash Equivalents at End of Period | 8.3 | 425.1 | [1] | |||
Predecessor [Member] | ||||||
Cash Flows From Operating Activities | ||||||
Net income | 59.1 | [1],[4] | ||||
Adjustments to reconcile net income to net cash provided by operating activities | ||||||
Depreciation | 13.6 | [1] | ||||
Deferred rentals—related parties | -1.6 | [1] | ||||
Accrued environmental costs | -1.8 | [1] | ||||
Other | -0.9 | [1] | ||||
Working capital adjustments | ||||||
Decrease (increase) in accounts receivable | 0.2 | [1] | ||||
Increase (decrease) in accounts payable | -0.1 | [1] | ||||
Increase (decrease) in environmental accruals | 6.4 | [1] | ||||
Increase (decrease) in other accruals | 0.2 | [1] | ||||
Net Cash Provided by Operating Activities | 75.1 | [1] | ||||
Cash Flows From Investing Activities | ||||||
Capital expenditures | -34.2 | [1] | ||||
Other | 0.7 | [1] | ||||
Net Cash Used in Investing Activities | -33.5 | [1] | ||||
Cash Flows From Financing Activities | ||||||
Net contributions from (distributions to) Phillips 66 from predecessors | -41.6 | [1] | ||||
Net Cash Provided by (Used in) Financing Activities | -41.6 | [1] | ||||
Public [Member] | Common Units [Member] | ||||||
Cash Flows From Financing Activities | ||||||
Distributions to common unitholders | -21.2 | -2.9 | [1] | |||
Phillips 66 [Member] | Non-public [Member] | Common Units [Member] | ||||||
Cash Flows From Financing Activities | ||||||
Distributions to common unitholders | -21.4 | -2.5 | [1] | |||
Phillips 66 [Member] | Non-public [Member] | Subordinated Units [Member] | ||||||
Cash Flows From Financing Activities | ||||||
Distributions to common unitholders | -39.3 | -5.5 | [1] | |||
Gold Line/Medford Acquisition [Member] | Phillips 66 [Member] | ||||||
Cash Flows From Investing Activities | ||||||
Acquisitions | -138 | [2] | ||||
Bayway Ferndale Cross-Channel Acquisition [Member] | Phillips 66 [Member] | ||||||
Cash Flows From Investing Activities | ||||||
Acquisitions | ($28) | [2] | ||||
[1] | Prior-period financial information has been retrospectively adjusted for the acquisition of the Bayway and Ferndale rail racks. | |||||
[2] | See Note 16—Cash Flow Information for additional information. | |||||
[3] | Includes the consolidated results of the Acquired Assets after the effective date of each acquisition. | |||||
[4] | Certain liabilities of the Acquired Assets were retained by Phillips 66, pursuant to the terms of various agreements under which we acquired assets from Phillips 66 since the Offering. See Note 11—Contingencies for additional information on these excluded liabilities associated with the Acquired Assets. |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Equity (USD $) | Total | General Partner Units [Member] | General Partner [Member] | Non-public [Member] | Non-public [Member] | Common Units [Member] | Common Units [Member] | Common Units [Member] | Common Units [Member] | Common Units [Member] | Subordinated Units [Member] | Subordinated Units [Member] | Subordinated Units [Member] | Net Investment [Member] | Predecessor [Member] | Predecessor [Member] | |||||||
In Millions, except Share data, unless otherwise specified | USD ($) | USD ($) | Phillips 66 [Member] | Phillips 66 [Member] | Limited Partner [Member] | Public [Member] | Public [Member] | Non-public [Member] | Non-public [Member] | Limited Partner [Member] | Non-public [Member] | Non-public [Member] | USD ($) | USD ($) | Net Investment [Member] | ||||||||
Common Units [Member] | Subordinated Units [Member] | USD ($) | USD ($) | Phillips 66 [Member] | Phillips 66 [Member] | USD ($) | Phillips 66 [Member] | Phillips 66 [Member] | USD ($) | ||||||||||||||
USD ($) | Limited Partner [Member] | USD ($) | Limited Partner [Member] | ||||||||||||||||||||
Begining Balance at Dec. 31, 2011 | [1] | $224.90 | $224.90 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||
Net income | [1] | 59.1 | [2] | 59.1 | |||||||||||||||||||
Net distributions to Phillips 66—predecessors | [1] | -41.6 | -41.6 | ||||||||||||||||||||
Net income attributable to predecessors | 41.1 | 59.1 | [1] | ||||||||||||||||||||
Ending Balance at Dec. 31, 2012 | [1] | 242.4 | 242.4 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||
Net income | [1] | 96.7 | |||||||||||||||||||||
Net income attributable to predecessors | [1] | 67.8 | 67.8 | ||||||||||||||||||||
Net contributions from Phillips 66—predecessors | [1] | 8.5 | 8.5 | ||||||||||||||||||||
Allocation of net investment to unitholders | 11.1 | 44.6 | 96.1 | -151.8 | [1] | ||||||||||||||||||
Proceeds from initial public offering, net of offering costs | 404.4 | [1] | 404.4 | ||||||||||||||||||||
Project prefunding from Phillips 66 | [1] | 3 | 3 | ||||||||||||||||||||
Net income attributable to the Partnership | 28.9 | [1] | 0.6 | 14.1 | 7.6 | 6.5 | 14.2 | 14.2 | |||||||||||||||
Quarterly cash distributions to unitholders and General Partner | -11.1 | -0.2 | -2.9 | -2.5 | -5.5 | ||||||||||||||||||
Other contributions from Phillips 66 | 0.1 | 0.1 | |||||||||||||||||||||
Ending Balance at Dec. 31, 2013 | 744 | [1] | 11.5 | 409.1 | 48.6 | 104.9 | 169.9 | [1] | |||||||||||||||
Total Units at Dec. 31, 2013 | 71,871,657 | 1,437,433 | 18,888,750 | 16,328,362 | 35,217,112 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||
Net income | 124.4 | ||||||||||||||||||||||
Net income attributable to predecessors | [1] | 8.4 | 8.4 | ||||||||||||||||||||
Net contributions from Phillips 66—predecessors | [1] | 96.3 | 96.3 | ||||||||||||||||||||
Contributions from Phillips 66 prior to the Acquisitions | [1] | 4 | 4 | ||||||||||||||||||||
Project prefunding from Phillips 66 | [1] | 2.2 | 2.2 | ||||||||||||||||||||
Allocation of net investment—predecessors and deemed net distributions to General Partner | -816.5 | [1] | -535.7 | -280.8 | [1] | ||||||||||||||||||
Issuance of units associated with the Acquisitions | 0.8 | [1] | 0.8 | ||||||||||||||||||||
Net income attributable to the Partnership | 116 | [1] | 8.3 | 56.5 | 27.4 | 29.1 | 51.2 | 51.2 | |||||||||||||||
Quarterly cash distributions to unitholders and General Partner | -86.5 | [1] | -4.6 | -21.2 | -21.4 | -39.3 | |||||||||||||||||
Other contributions from Phillips 66 | 3.5 | [1] | 3.5 | ||||||||||||||||||||
Units Outstanding | |||||||||||||||||||||||
Units issued | 4,704,221 | 94,085 | 4,610,136 | ||||||||||||||||||||
Ending Balance at Dec. 31, 2014 | 72.2 | [1] | -517 | 415.3 | 57.1 | 116.8 | |||||||||||||||||
Total Units at Dec. 31, 2014 | 76,575,878 | 1,531,518 | 18,888,750 | 20,938,498 | 35,217,112 | ||||||||||||||||||
Begining Balance at Dec. 31, 2013 | 744 | [1] | 11.5 | ||||||||||||||||||||
Total Units at Dec. 31, 2013 | 71,871,657 | 1,437,433 | 16,328,362 | 35,217,112 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||
Quarterly cash distributions to unitholders and General Partner | ($99.40) | ($7.90) | [3] | ($48.10) | [3] | ($43.40) | [3] | ||||||||||||||||
Ending Balance at Jan. 21, 2015 | |||||||||||||||||||||||
[1] | Prior-period financial information has been retrospectively adjusted for the acquisition of the Bayway and Ferndale rail racks. | ||||||||||||||||||||||
[2] | Certain liabilities of the Acquired Assets were retained by Phillips 66, pursuant to the terms of various agreements under which we acquired assets from Phillips 66 since the Offering. See Note 11—Contingencies for additional information on these excluded liabilities associated with the Acquired Assets. | ||||||||||||||||||||||
[3] | Distributions declared are attributable to the indicated periods. |
Business_and_Basis_of_Presenta
Business and Basis of Presentation | 12 Months Ended | |
Dec. 31, 2014 | ||
Business and Basis of Presentation [Abstract] | ||
Business and Basis of Presentation | Business and Basis of Presentation | |
Unless otherwise stated or the context otherwise indicates, all references to “Phillips 66 Partners,” “the Partnership,” “us,” “our,” “we,” or similar expressions refer to Phillips 66 Partners LP, including its consolidated subsidiaries. | ||
Description of the Business | ||
We are a Delaware limited partnership formed in 2013 by Phillips 66 Company and Phillips 66 Partners GP LLC (our General Partner), both wholly owned subsidiaries of Phillips 66. We are a growth-oriented master limited partnership formed by Phillips 66 to own, operate, develop and acquire primarily fee-based crude oil, refined petroleum products and natural gas liquids (NGL) pipelines and terminals and other transportation and midstream assets. On July 26, 2013, we completed our initial public offering (the Offering), and our common units trade on the New York Stock Exchange under the symbol “PSXP.” | ||
2014 developments included: | ||
• | Gold Line/Medford Acquisition. We acquired the Gold Line Products System and the Medford Spheres (collectively, the Gold Line/Medford Assets) from Phillips 66 (the Gold Line/Medford Acquisition). The transaction closed on February 28, 2014, with an effective date of March 1, 2014. | |
• | Bayway/Ferndale/Cross-Channel Acquisition. We acquired the Bayway and Ferndale rail racks and the Cross-Channel Connector assets and redevelopment project (collectively, the Bayway/Ferndale/Cross-Channel Assets) from Phillips 66 in two separate transactions (the Bayway/Ferndale/Cross-Channel Acquisition). Both transactions closed on December 1, 2014. | |
• | Palermo Rail Terminal Project Acquisition. We purchased real property, assets under construction, lease agreements and permits associated with a rail terminal project from Phillips 66 in two separate transactions (the Palermo Acquisition). The transactions closed on December 5, 2014, and December 10, 2014. | |
• | Eagle Ford Gathering System Project Acquisition. We purchased real property and assets under construction associated with a gathering system project from Phillips 66 (the Eagle Ford Acquisition). The transaction closed on December 31, 2014. | |
• | Joint Ventures. In November 2014, we entered into agreements with Paradigm Energy Partners, LLC (Paradigm) to form Phillips 66 Partners Terminal LLC and Paradigm Pipeline LLC, two joint ventures established to develop the Palermo Rail Terminal, a central delivery facility and the Sacagawea Pipeline in North Dakota. The join venture transactions closed on January 16, 2015. | |
For ease of reference, we refer to the Gold Line/Medford Assets, Bayway/Ferndale/Cross-Channel Assets and the assets associated with the Palermo Acquisition and Eagle Ford Acquisition collectively as “the Acquired Assets,” and the Gold Line/Medford Acquisition, Bayway/Ferndale/Cross-Channel Acquisition, Palermo Acquisition and Eagle Ford Acquisition collectively as “the Acquisitions.” | ||
Our assets consist of one crude oil pipeline, terminal and storage system; three refined petroleum products pipeline, terminal and storage systems; two crude oil rail racks; two refinery-grade propylene storage spheres and three under-construction organic growth projects. Our assets are connected to, and integral to the operation of, seven of Phillips 66’s wholly owned or jointly owned refineries. | ||
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, rail racks and storage facilities. Since we do not own any of the crude oil and refined petroleum products that we handle and do not engage in the trading of crude oil and refined petroleum products, we have limited direct exposure to risks associated with fluctuating commodity prices, although these risks indirectly influence our activities and results of operations over the long term. | ||
Basis of Presentation | ||
The acquisitions of the Gold Line, Medford, Bayway and Ferndale assets were transfers of businesses between entities under common control, which requires them to be accounted for as if the transfers had occurred at the beginning of the period of transfer, with prior periods retrospectively adjusted to furnish comparative information. Accordingly, the accompanying financial statements and notes have been retrospectively adjusted to include the historical results and financial position of these acquired businesses prior to the effective date of each acquisition. The acquisitions of the Cross-Channel, Palermo and Eagle Ford organic growth projects represented transfers of assets. Accordingly, these assets are included in the financial statements prospectively from the effective date of each acquisition. See Note 4—Acquisitions for additional information. | ||
For periods prior to the Offering, the historical results of operations include our predecessor for accounting purposes. We refer to our pre-Offering predecessor and the operations of the Gold Line, Medford, Bayway and Ferndale assets prior to the effective date of each acquisition collectively as “our Predecessors.” The combined financial statements of our Predecessors were derived from the accounting records of Phillips 66, and reflect the combined historical results of operations, financial position and cash flows of our Predecessors as if such businesses had been combined for all periods presented. | ||
All intercompany transactions and accounts within our Predecessors have been eliminated. The assets and liabilities of our Predecessors in these financial statements have been reflected on a historical cost basis because the transfer of our Predecessors to us took place within the Phillips 66 consolidated group. The consolidated statement of income also includes expense allocations for certain functions performed by Phillips 66 and historically not allocated to the Partnership, 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, or number of terminals and pipeline miles. Our management believes the assumptions underlying the allocation of expenses from Phillips 66 were reasonable. Nevertheless, the financial statements of our Predecessors 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. | ||
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 Predecessors was ConocoPhillips, and subsequent to April 30, 2012, the parent company of our Predecessors has been Phillips 66. For ease of reference, we refer to Phillips 66 as our Predecessors’ 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. | ||
All financial information presented for the periods after the Offering represents the consolidated results of operations, financial position and cash flows of the Partnership giving retrospective effect to the combined results of operations, financial position and cash flows of the Gold Line, Medford, Bayway and Ferndale assets. Accordingly: | ||
• | Our consolidated statements of income and cash flows for the year ended December 31, 2014, consist of the combined results of the Gold Line, Medford, Bayway and Ferndale assets prior to the effective date of each acquisition and the consolidated results of the Partnership. Our consolidated statements of income and cash flows for the year ended December 31, 2013, consist of the consolidated results of the Partnership for the period from July 26, 2013, through December 31, 2013, the combined results of our pre-Offering predecessor for the period from January 1, 2013, through July 25, 2013, and the combined results of the Gold Line, Medford, Bayway and Ferndale assets for the entire year of 2013. Our consolidated statements of income and cash flows for the year ended December 31, 2012, consist entirely of the combined results of our Predecessors. | |
• | Our consolidated balance sheet at December 31, 2014, consists of the consolidated balances of the Partnership. Our consolidated balance sheet at December 31, 2013, consists of the consolidated balances of the Partnership and the combined balances of the Gold Line, Medford, Bayway and Ferndale assets. | |
• | Our consolidated statement of changes in equity for the year ended December 31, 2014, consists of the combined activity of the Gold Line, Medford, Bayway and Ferndale assets prior to the effective date of each acquisition and the consolidated activity of the Partnership. Our consolidated statement of changes in equity for the year ended December 31, 2013, consists of the consolidated activity of the Partnership completed at and subsequent to the Offering on July 26, 2013, through December 31, 2013, the combined activity of our pre-Offering predecessor for the period from January 1, 2013, through July 25, 2013, and the combined activity of the Gold Line, Medford, Bayway and Ferndale assets for the entire year of 2013. Our consolidated statement of changes in equity for the year ended December 31, 2012, consists entirely of the combined activity of our Predecessors. |
Summary_of_Significant_Accouti
Summary of Significant Accouting Policies | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Summary of Significant Accouting Policies | Summary of Significant Accounting Policies | |
• | Consolidation Principles and Investments—Our consolidated financial statements include the accounts of majority-owned subsidiaries. All intercompany transactions and accounts have been eliminated. | |
• | Net Investment—In the consolidated balance sheet, net investment represents Phillips 66’s historical investment in our Predecessors, our Predecessors’ accumulated net earnings after taxes, and the net effect of transactions with, and allocations from, Phillips 66. | |
• | Use of Estimates—The preparation of financial statements in conformity with generally accepted accounting principles in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and the disclosures of contingent assets and liabilities. Actual results could differ from these estimates. | |
• | Common Control Transactions—Businesses acquired from Phillips 66 and its subsidiaries are accounted for as common control transactions whereby the net assets acquired are combined with ours at their historical costs. If any recognized consideration transferred in such a transaction exceeds the carrying value of the net assets acquired, the excess is treated as a capital distribution to our General Partner, similar to a dividend. If the carrying value of the net assets acquired exceeds any recognized consideration transferred including, if applicable, the fair value of any limited partner units issued, then that excess is treated as a capital contribution from our General Partner. To the extent that such transactions require prior periods to be recast, historical net equity amounts prior to the transaction date are reflected in “Net Investment.” Cash consideration up to the carrying value of net assets acquired is presented as an investing activity in our consolidated statement of cash flows. Cash consideration in excess of the carrying value of net assets acquired is presented as a financing activity in our consolidated statement of cash flows. | |
• | Revenue Recognition—Revenue is recognized for crude oil and refined petroleum product pipeline transportation based on the delivery of actual volumes transported at contractual tariff rates. Revenue is recognized for crude oil and refined petroleum product terminaling and storage as performed based on contractual rates related to throughput volumes, capacity or cost-plus-margin arrangements. A significant portion of our revenue is derived from Phillips 66, and the contractual rates do not necessarily reflect market rates for the historical periods presented prior to the Offering or the Acquisitions in respect of the Acquired Assets. | |
Effective January 1, 2013, the structure of the fees we charge Phillips 66 for terminaling services provided at the Clifton Ridge terminal was changed. During 2012, terminaling fees were on a cost-plus-margin reimbursement basis. Beginning in 2013, the cost-plus-margin arrangement was replaced with various storage, dock and truck unloading fees. | ||
Transportation contracts that are operating leases and include rentals with fixed escalation are recognized on a straight-line basis over the lease term. Any difference between the transportation fee recognized under the straight-line method and the transportation fee received in cash is deferred to the consolidated balance sheet as “Deferred rentals—related parties.” If the underlying transportation contract is amended to eliminate fixed escalation, the balance of deferred rentals is amortized over the remaining life of the contract. | ||
In connection with the Offering and the Acquisitions, we entered into certain transportation services agreements and terminal services agreements with Phillips 66 that are considered operating leases under GAAP. See Note 18—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. | ||
Billings to Phillips 66 for shortfall volumes under its quarterly minimum volume commitments are recorded as “Deferred revenues—related parties” in our consolidated balance sheet, as Phillips 66 has the right to make up the shortfall volumes in the following four quarters. The deferred revenue will be recognized at the earlier of: | ||
• | The fulfillment of making up the shortfall volumes. | |
• | The expiration of the period in which Phillips 66 is contractually allowed to make up the shortfall volumes. | |
As of December 31, 2014, there was $0.6 million deferred and reported as “Deferred revenues—related parties” in our consolidated balance sheets related to shortfall volumes that could be made up in the future periods. | ||
• | Cash Equivalents—Cash equivalents are highly liquid, short-term investments that are readily convertible to known amounts of cash and will mature within 90 days or less from the date of acquisition. We carry these at cost plus accrued interest, which approximates fair value. | |
• | Imbalances—We do not purchase or produce crude oil or refined petroleum product inventories. We experience imbalances as a result of variances in meter readings and in other measurement methods, and volume fluctuations within our crude oil system due to pressure and temperature changes. Certain of our transportation contracts provide for the shipper to pay a contractual loss allowance, which is valued using quoted market prices of the applicable commodity being shipped. These loss allowances, which are received from the shipper irrespective of, and calculated independently from, actual volumetric gains or losses, are recorded as revenue. Any volumetric gains or losses are valued using quoted market prices of the applicable commodities and are recorded as decreases or increases to operating and maintenance expenses, respectively. | |
• | Fair Value Measurements—We measure assets and liabilities requiring fair value presentation or disclosure using an exit price (i.e., the price that would be received to sell an asset or paid to transfer a liability) and disclose such amounts according to the quality of valuation inputs under the following hierarchy: | |
Level 1: Quoted prices in an active market for identical assets or liabilities. | ||
Level 2: Inputs other than quoted prices that are directly or indirectly observable. | ||
Level 3: Unobservable inputs that are significant to the fair value of assets or liabilities. | ||
We classify the fair value of an asset or liability based on the lowest level of input significant to its measurement. A fair value initially reported as Level 3 will be subsequently reported as Level 2 if the unobservable inputs become inconsequential to its measurement, or corroborating market data becomes available. Asset and liability fair values initially reported as Level 2 will be subsequently reported as Level 3 if corroborating market data becomes unavailable. | ||
The carrying amounts of our trade receivables and payables approximate fair values. | ||
Nonrecurring Fair Value Measurements—Fair value measurements are applied with respect to our nonfinancial assets and liabilities measured on a nonrecurring basis, which consists primarily of asset retirement obligations. Nonrecurring fair value measurements are also applied, when applicable, to determine the fair value of our long-lived assets. | ||
• | Accounts Receivable—Prior to the Offering or the Acquisitions in respect of the Acquired Assets, our receivables primarily consisted of third-party customer accounts receivable that were recorded at the invoiced amounts and did not bear interest. Intercompany receivables with Phillips 66 were included in “Net investment—predecessors” on the consolidated balance sheet. Subsequent to the Offering or the Acquisitions in respect of the Acquired Assets, our receivables primarily consist of accounts receivable from related parties that are recorded at the invoiced amounts and do not bear interest. Account balances for these receivables are charged directly to bad debt expense if it becomes probable the receivable will not be collected. | |
• | Properties, Plants and Equipment (PP&E)—PP&E is stated at cost. Costs of maintenance and repairs, which are not significant improvements, are expensed when incurred. Depreciation of PP&E is determined by either the individual-unit-straight-line method or the group-straight-line method (for those individual units that are highly integrated with other units). | |
• | Major Maintenance Activities—Costs for planned integrity management projects are expensed in the period incurred. These types of costs include pipe and tank inspection services, contractor repair services, materials and supplies, equipment rentals and our labor costs. | |
• | Impairment of PP&E—PP&E used in operations is assessed for impairment whenever changes in facts and circumstances indicate a possible significant deterioration in the future cash flows expected to be generated by an asset group. If, upon review, the sum of the undiscounted pretax cash flows is less than the carrying value of the asset group, including applicable liabilities, the carrying value of the PP&E in the asset group is written down to estimated fair value through additional depreciation provisions and reported as impairments in the periods in which the determination of the impairment is made. Individual assets are grouped for impairment purposes at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets—generally at a pipeline system or terminal level. Because there usually is a lack of quoted market prices for our long-lived assets, the fair value of impaired assets is typically determined based on one or more of the following methods: the present values of expected future cash flows using discount rates and other assumptions believed to be consistent with those used by principal market participants; a market multiple of earnings for similar assets; or historical market transactions of similar assets, adjusted using principal market participant assumptions when necessary. | |
The expected future cash flows used for impairment reviews and related fair value calculations are based on estimated future throughputs, prices, operating costs, tariffs, and capital project decisions, considering all available evidence at the date of review. | ||
• | Intangible Assets Other Than Goodwill—Intangible assets with finite useful lives are amortized by the straight-line method over their useful lives. Intangible assets with indefinite useful lives are not amortized but are tested at least annually for impairment. Each reporting period, we evaluate the remaining useful lives of intangible assets not being amortized to determine whether events and circumstances continue to support indefinite useful lives. These indefinite-lived intangibles are considered impaired if the fair value of the intangible asset is lower than net book value. The fair value of intangible assets is determined based on quoted market prices in active markets, if available. If quoted market prices are not available, fair value of intangible assets is determined based upon the present values of expected future cash flows using discount rates and other assumptions believed to be consistent with those used by principal market participants, or upon estimated replacement cost, if expected future cash flows from the intangible asset are not determinable. | |
• | Goodwill—Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in the acquisition of a business. Goodwill is not amortized, but rather is tested for impairment annually and when events or changes in circumstances indicate that the fair value of the reporting unit with goodwill has been reduced below carrying value. The fair value of the reporting unit is compared to the book value of the reporting unit. If the fair value is less than book value, including goodwill, then the recorded goodwill is written down to its implied fair value with a charge to earnings. We have determined we have one reporting unit for testing goodwill for impairment. | |
• | Asset Retirement Obligations and Environmental Costs—Fair values of legal obligations to retire and remove long-lived assets are recorded in the period in which the obligation is incurred. When the liability is initially recorded, we capitalize this cost by increasing the carrying amount of the related PP&E. Over time, the liability is increased for the change in its present value, and the capitalized cost in PP&E is depreciated over the useful life of the related asset or group of assets. Our estimate may change after initial recognition, in which case we record an adjustment to the liability and PP&E. | |
Environmental expenditures are expensed or capitalized, depending upon their future economic benefit. Expenditures relating to an existing condition caused by past operations, and those having no future economic benefit, are expensed. Liabilities for environmental expenditures are recorded on an undiscounted basis (unless acquired in a purchase business combination) when environmental assessments or cleanups are probable and the costs can be reasonably estimated. Recoveries of environmental remediation costs from other parties, such as state reimbursement funds, are recorded as assets when their receipt is probable and estimable. | ||
• | Employee Benefit Plans—The employees supporting our operations are employees of Phillips 66 and its affiliates. Phillips 66 sponsors various employee pension and postretirement health insurance plans. For purposes of these consolidated financial statements, we are accounting for our participation in these benefit plans as multiemployer plans. We recognize as expense in each period an allocation from Phillips 66 for our share of payroll costs and employee benefit plan costs, and we do not recognize any employee benefit plan assets or liabilities. See Note 18—Related Party Transactions, for additional information on benefit plan cost allocation from Phillips 66. While we are accounting for our participation as multiemployer plans for the purposes of presenting these consolidated financial statements, those benefit plans are not technically multiemployer plans. Therefore, we have not included the disclosures required for multiemployer plans. | |
• | Income Taxes—We follow the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. Our taxable income was included in the consolidated U.S. federal income tax returns of Phillips 66 and in a number of consolidated state income tax returns. Subsequent to the Offering and the Acquisitions in respect of the Acquired Assets, our operations are treated as a partnership for federal and state income tax purposes, with each partner being separately taxed on its share of the taxable income. Therefore, we have excluded income taxes from these consolidated financial statements, except for the income tax provision resulting from state laws that apply to entities organized as partnerships. With regard to Texas, our tax provision is computed as if we were a stand-alone tax paying entity. Interest related to unrecognized tax benefits is included in interest and debt expense, and penalties are included in operating and maintenance expenses. | |
• | Comprehensive Income—We have not reported comprehensive income due to the absence of items of other comprehensive income in the periods presented. | |
• | Unit-Based Compensation—Upon awarding phantom units to non-employee directors of the Partnership, we immediately recognize compensation expense equal to the grant-date fair value of the phantom units, since these phantom units cannot be forfeited. |
Changes_in_Accounting_Principl
Changes in Accounting Principles Changes in Accounting Principles | 12 Months Ended |
Dec. 31, 2014 | |
Changes in Accounting Principles [Abstract] | |
Changes in Accounting Principles | Changes in Accounting Principles |
Effective July 1, 2014, we early adopted the Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” This ASU amends the definition of discontinued operations so that only disposals of components of an entity representing major strategic shifts that have a major effect on an entity’s operations and financial results will qualify for discontinued operations reporting. The ASU also requires additional disclosures about discontinued operations and individually material disposals that do not meet the definition of a discontinued operation. The adoption of this ASU did not have an effect on our consolidated financial statements. |
Acquisitions
Acquisitions | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Business Combinations [Abstract] | |||||||||||||
Gold Line/Medford Acquisition | Acquisitions | ||||||||||||
Gold Line/Medford Acquisition | |||||||||||||
In February 2014, we entered into a Contribution, Conveyance and Assumption Agreement (CCAA) with subsidiaries of Phillips 66 to acquire the Gold Line/Medford Assets, which were operating as a business at the time of their acquisition, for total consideration of $700.0 million, consisting of $400.0 million in cash; the issuance of 3,530,595 common units of the Partnership to Phillips 66 Company and the issuance of 72,053 general partner units of the Partnership to our General Partner to maintain its 2 percent general partner interest, with an aggregate fair value of the common and general partner units of $140.0 million; and the assumption by the Partnership of a 5-year, $160.0 million note payable to a subsidiary of Phillips 66. The Gold Line/Medford Acquisition closed on February 28, 2014, with an effective date of March 1, 2014. Total transaction costs of $1.8 million associated with the Gold Line/Medford Acquisition were expensed as incurred. | |||||||||||||
Bayway/Ferndale/Cross-Channel Acquisition | |||||||||||||
In October 2014, we entered into a CCAA and a separate Purchase and Sale Agreement (PSA) with subsidiaries of Phillips 66, to acquire the Bayway and Ferndale rail racks, which were operating as businesses at the time of their acquisition, and the Cross-Channel Connector project, an organic growth project to substantially expand and redevelop a pipeline system at the Houston Ship Channel. Consideration under the CCAA was $340.0 million, consisting of $28.0 million cash; the issuance of 1,066,412 common units of the Partnership to Phillips 66 Company and the issuance of 21,764 general partner units of the Partnership to our General Partner to maintain its 2 percent general partner interest, with an aggregate fair value of the common and general partner units of $68.0 million; and the assumption by the Partnership of a 5-year, $244.0 million note payable to a subsidiary of Phillips 66. Consideration under the PSA was $7.0 million, payable in cash and reflected as a payable to Phillips 66 at December 31, 2014. Both transactions comprising the Bayway/Ferndale/Cross-Channel Acquisition closed on December 1, 2014, with total estimated transaction costs of $0.7 million expensed as incurred. | |||||||||||||
Palermo Rail Terminal Project Acquisition | |||||||||||||
In December 2014, we entered into a PSA with a subsidiary of Phillips 66 to purchase real property, assets under construction and lease agreements associated with the rail terminal project for $28.0 million in cash. In addition, we entered into a Contribution Agreement with certain subsidiaries of Phillips 66 to acquire Phillips 66’s ownership interest in the rail terminal project, including permits, for total consideration of $8.4 million, consisting of the issuance of 13,129 common units of the Partnership to Phillips 66 Company and the issuance of 268 general partner units of the Partnership to our General Partner to maintain its 2 percent general partner interest, with an aggregate fair value of the common and general partner units of $0.8 million, and the assumption by the Partnership of a 5-year, $7.6 million note payable to a subsidiary of Phillips 66. The acquisitions closed on December 5, 2014, and December 10, 2014. | |||||||||||||
Eagle Ford Gathering System Project Acquisition | |||||||||||||
In December 2014, we entered into a PSA with a subsidiary of Phillips 66 to acquire real property and assets under construction associated with the gathering system project for total consideration of $11.8 million. $5.5 million of the consideration was cash paid in December 2014, and $6.3 million was reflected as a payable to Phillips 66 at December 31, 2014. The acquisition closed on December 31, 2014. | |||||||||||||
In connection with the Acquisitions, we entered into various commercial agreements with Phillips 66 and amended the omnibus agreement and the operational services agreement with Phillips 66. See Note 18—Related Party Transactions, for a summary of the terms of these agreements. | |||||||||||||
After the Acquisitions, Phillips 66 owns: | |||||||||||||
• | 20,938,498 common units and 35,217,112 subordinated units, representing an aggregate 73.3 percent limited partner interest. | ||||||||||||
• | 1,531,518 general partner units, representing a 2.0 percent general partner interest. | ||||||||||||
• | All of the incentive distribution rights (IDRs). | ||||||||||||
Because the Gold Line, Medford, Bayway and Ferndale acquisitions were considered transfers of businesses between entities under common control, these acquired businesses were transferred at historical carrying value under GAAP. The carrying value of the Gold Line/Medford Assets was $138.0 million as of February 28, 2014. The carrying value of the Bayway and Ferndale rail racks was $142.8 million as of November 30, 2014. Our historical financial statements have been retrospectively adjusted to reflect the results of operations, financial position, and cash flows of these acquired businesses prior to the effective date of each acquisition, as if we owned these acquired businesses for all periods presented. The acquisitions of the Cross-Channel, Palermo and Eagle Ford organic growth projects represented transfers of assets between entities under common control. Accordingly, these assets were also transferred at historical carrying value, but are included in the financial statements prospectively from the effective date of each acquisition. | |||||||||||||
The following tables present our results of operations and financial position giving effect to the Acquisitions. The combined results of the Gold Line/Medford Assets and the Bayway/Ferndale rail racks prior to the effective date of each acquisition are included in “Gold Line/Medford Predecessor” and “Bayway/Ferndale Predecessor,” respectively. The consolidated results of the Acquired Assets after the effective date of each acquisition are included in “Phillips 66 Partners LP.” | |||||||||||||
Millions of Dollars | |||||||||||||
Year Ended December 31, 2014 | |||||||||||||
Phillips 66 | Gold Line/Medford Predecessor(2) | Bayway/Ferndale Predecessor(3) | Consolidated | ||||||||||
Partners LP(1) | Results | ||||||||||||
Consolidated Statement of Income | |||||||||||||
Revenues | |||||||||||||
Transportation and terminaling services—related parties | $ | 203.5 | 15.2 | 4.2 | 222.9 | ||||||||
Transportation and terminaling services—third parties | 5.4 | 0.7 | — | 6.1 | |||||||||
Other income | 0.1 | — | — | 0.1 | |||||||||
Total revenues | 209 | 15.9 | 4.2 | 229.1 | |||||||||
Costs and Expenses | |||||||||||||
Operating and maintenance expenses | 47 | 3.3 | 2.2 | 52.5 | |||||||||
Depreciation | 14.3 | 1.2 | 0.7 | 16.2 | |||||||||
General and administrative expenses | 21.9 | 1.1 | 2.6 | 25.6 | |||||||||
Taxes other than income taxes | 3.6 | 0.6 | — | 4.2 | |||||||||
Interest and debt expense | 5.3 | — | — | 5.3 | |||||||||
Other expenses | 0.1 | — | — | 0.1 | |||||||||
Total costs and expenses | 92.2 | 6.2 | 5.5 | 103.9 | |||||||||
Income before income taxes | 116.8 | 9.7 | (1.3 | ) | 125.2 | ||||||||
Provision for income taxes | 0.8 | — | — | 0.8 | |||||||||
Net Income | 116 | 9.7 | (1.3 | ) | 124.4 | ||||||||
Less: Net income attributable to predecessors | — | 9.7 | (1.3 | ) | 8.4 | ||||||||
Net Income Attributable to the Partnership | $ | 116 | — | — | 116 | ||||||||
(1)Includes the consolidated results of the Acquired Assets after the effective date of each acquisition. | |||||||||||||
(2)Combined results of the Gold Line/Medford Assets prior to the effective date of the acquisition. | |||||||||||||
(3)Combined results of the Bayway/Ferndale rail racks prior to the effective date of the acquisition. | |||||||||||||
Millions of Dollars | |||||||||||||
Year Ended December 31, 2013 | |||||||||||||
Phillips 66 | Gold Line/Medford Predecessor | Bayway/Ferndale Predecessor | Consolidated | ||||||||||
Partners LP | Results | ||||||||||||
(As previously | |||||||||||||
reported on | |||||||||||||
Form 10-K filed on | |||||||||||||
2/21/2014) | |||||||||||||
Consolidated Statement of Income | |||||||||||||
Revenues | |||||||||||||
Transportation and terminaling services—related parties | $ | 106.4 | 75.5 | — | 181.9 | ||||||||
Transportation and terminaling services—third parties | 0.2 | 4.9 | — | 5.1 | |||||||||
Other income | 0.2 | — | — | 0.2 | |||||||||
Total revenues | 106.8 | 80.4 | — | 187.2 | |||||||||
Costs and Expenses | |||||||||||||
Operating and maintenance expenses | 27.4 | 23.8 | 1 | 52.2 | |||||||||
Depreciation | 6.2 | 8.1 | — | 14.3 | |||||||||
General and administrative expenses | 10 | 6.5 | 1.9 | 18.4 | |||||||||
Taxes other than income taxes | 1.7 | 3 | 0.1 | 4.8 | |||||||||
Interest and debt expense | 0.3 | — | — | 0.3 | |||||||||
Total costs and expenses | 45.6 | 41.4 | 3 | 90 | |||||||||
Income before income taxes | 61.2 | 39 | (3.0 | ) | 97.2 | ||||||||
Provision for income taxes | 0.5 | — | — | 0.5 | |||||||||
Net Income | 60.7 | 39 | (3.0 | ) | 96.7 | ||||||||
Less: Net income attributable to predecessors | 31.8 | 39 | (3.0 | ) | 67.8 | ||||||||
Net Income Attributable to the Partnership | $ | 28.9 | — | — | 28.9 | ||||||||
Millions of Dollars | |||||||||||||
Year Ended December 31, 2012 | |||||||||||||
Phillips 66 | Gold Line/Medford Predecessor | Bayway/Ferndale Predecessor | Consolidated | ||||||||||
Partners LP | Results | ||||||||||||
(As previously | |||||||||||||
reported on | |||||||||||||
Form 10-K filed on | |||||||||||||
2/21/2014) | |||||||||||||
Consolidated Statement of Income | |||||||||||||
Revenues | |||||||||||||
Transportation and terminaling services—related parties | $ | 79.7 | 62.1 | — | 141.8 | ||||||||
Transportation and terminaling services—third parties | 0.4 | 3.1 | — | 3.5 | |||||||||
Total revenues | 80.1 | 65.2 | — | 145.3 | |||||||||
Costs and Expenses | |||||||||||||
Operating and maintenance expenses | 22.9 | 29.5 | 1.7 | 54.1 | |||||||||
Depreciation | 6.6 | 7 | — | 13.6 | |||||||||
General and administrative expenses | 7.8 | 5.6 | 0.3 | 13.7 | |||||||||
Taxes other than income taxes | 1.4 | 3 | — | 4.4 | |||||||||
Other expenses | — | 0.1 | — | 0.1 | |||||||||
Total costs and expenses | 38.7 | 45.2 | 2 | 85.9 | |||||||||
Income before income taxes | 41.4 | 20 | (2.0 | ) | 59.4 | ||||||||
Provision for income taxes | 0.3 | — | — | 0.3 | |||||||||
Net Income | 41.1 | 20 | (2.0 | ) | 59.1 | ||||||||
Less: Net income attributable to predecessors | 41.1 | 20 | (2.0 | ) | 59.1 | ||||||||
Net Income Attributable to the Partnership | $ | — | — | — | — | ||||||||
Millions of Dollars | |||||||||||||
Year Ended December 31, 2013 | |||||||||||||
Phillips 66 | Gold Line/Medford Predecessor | Bayway/Ferndale Predecessor | Consolidated | ||||||||||
Partners LP | Results | ||||||||||||
(As previously | |||||||||||||
reported on | |||||||||||||
Form 10-K filed on | |||||||||||||
2/21/2014) | |||||||||||||
Consolidated Balance Sheet | |||||||||||||
Assets | |||||||||||||
Cash and cash equivalents | $ | 425.1 | — | — | 425.1 | ||||||||
Accounts receivable—related parties | 11.3 | — | — | 11.3 | |||||||||
Accounts receivable—third parties | 0.1 | 0.5 | — | 0.6 | |||||||||
Materials and supplies | 0.6 | 1.4 | — | 2 | |||||||||
Other current assets | 2.3 | — | — | 2.3 | |||||||||
Total Current Assets | 439.4 | 1.9 | — | 441.3 | |||||||||
Net properties, plants and equipment | 135.9 | 135.3 | 53.9 | 325.1 | |||||||||
Goodwill | 2.5 | — | — | 2.5 | |||||||||
Deferred rentals—related parties | 6.4 | — | — | 6.4 | |||||||||
Total Assets | $ | 584.2 | 137.2 | 53.9 | 775.3 | ||||||||
Liabilities | |||||||||||||
Accounts payable—related parties | $ | 5.2 | — | — | 5.2 | ||||||||
Accounts payable—third parties | 3 | 5 | 9.3 | 17.3 | |||||||||
Payroll and benefits payable | — | 0.1 | 0.1 | 0.2 | |||||||||
Accrued property and other taxes | 1 | 1.3 | — | 2.3 | |||||||||
Current portion of accrued environmental costs | — | 2 | — | 2 | |||||||||
Other current liabilities | 0.4 | — | — | 0.4 | |||||||||
Total Current Liabilities | 9.6 | 8.4 | 9.4 | 27.4 | |||||||||
Asset retirement obligations | 0.4 | 2 | — | 2.4 | |||||||||
Accrued environmental costs | — | 1.4 | — | 1.4 | |||||||||
Deferred income taxes | 0.1 | — | — | 0.1 | |||||||||
Total Liabilities | 10.1 | 11.8 | 9.4 | 31.3 | |||||||||
Equity | |||||||||||||
Net investment—predecessors | — | 125.4 | 44.5 | 169.9 | |||||||||
Common unitholders—public | 409.1 | — | — | 409.1 | |||||||||
Common unitholder—Phillips 66 | 48.6 | — | — | 48.6 | |||||||||
Subordinated unitholder—Phillips 66 | 104.9 | — | — | 104.9 | |||||||||
General partner—Phillips 66 | 11.5 | — | — | 11.5 | |||||||||
Total Equity | 574.1 | 125.4 | 44.5 | 744 | |||||||||
Total Liabilities and Equity | $ | 584.2 | 137.2 | 53.9 | 775.3 | ||||||||
Major_Customer_and_Concentrati
Major Customer and Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2014 | |
Major Customer and Concentration of Credit Risk [Abstract] | |
Concentration Risk Disclosure | Major Customer and Concentration of Credit Risk |
Phillips 66 accounted for 95 percent, 94 percent and 95 percent of our total revenues for the years ended December 31, 2014, 2013 and 2012, respectively. We provide crude oil and refined petroleum product pipeline transportation, terminaling and storage services to Phillips 66 and other related and third parties. | |
We are potentially exposed to concentration of credit risk primarily through our accounts receivable with Phillips 66. These receivables have payment terms of 30 days or less. We monitor the creditworthiness of Phillips 66, which has an investment grade credit rating, and we have no history of collectability issues with them. |
Properties_Plants_and_Equipmen
Properties, Plants and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Properties, Plants and Equipment | Properties, Plants and Equipment | ||||||||
Our investment in PP&E, with the associated accumulated depreciation, at December 31 was: | |||||||||
Estimated Useful Lives | Millions of Dollars | ||||||||
2014 | 2013* | ||||||||
Cost: | |||||||||
Land | $ | 17.4 | 6 | ||||||
Buildings and improvements | 3 to 30 years | 27.3 | 15.6 | ||||||
Pipelines and related assets | 10 to 45 years | 165 | 150.7 | ||||||
Terminals and related assets | 25 to 45 years | 334.7 | 286.5 | ||||||
Rail racks and related assets | 33 years | 133.5 | — | ||||||
Construction-in-progress | 54.5 | 95.9 | |||||||
Gross PP&E | 732.4 | 554.7 | |||||||
Less: accumulated depreciation | (247.3 | ) | (229.6 | ) | |||||
Net PP&E | $ | 485.1 | 325.1 | ||||||
*Prior-period financial information has been retrospectively adjusted for the acquisition of the Bayway and Ferndale rail racks. |
Goodwill_and_Intangibles
Goodwill and Intangibles | 12 Months Ended |
Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill Disclosure | Goodwill and Intangibles |
Goodwill | |
Goodwill was allocated to us from Phillips 66 based on the relative fair market value of our net PP&E, compared with the fair market value of Phillips 66’s reporting unit that included our net PP&E as of the date on which Phillips 66’s purchase transaction that resulted in goodwill was completed. Goodwill is tested for impairment on an annual basis and when indicators of potential impairment exist. We have performed our annual impairment tests, and no impairment in the carrying value of goodwill has been identified for the years ended December 31, 2014, 2013 and 2012. Goodwill was $2.5 million as of December 31, 2014 and 2013. | |
Intangible Asset | |
In connection with the Palermo Acquisition, we acquired an indefinite-lived intangible asset pertaining to a construction permit. At December 31, 2014, the balance for this asset was $8.4 million. As of December 31, 2014 and 2013, we had no amortized intangible assets. |
Assets_Retirement_Obligations_
Assets Retirement Obligations and Accrued Environmental Costs | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Assets Retirement Obligations and Accrued Environmental Costs [Abstract] | |||||||
Asset Retirement Obligations and Environmental Cost | Asset Retirement Obligations and Accrued Environmental Costs | ||||||
Asset retirement obligations and accrued environmental costs at December 31 were: | |||||||
Millions of Dollars | |||||||
2014 | 2013 | ||||||
Asset retirement obligations | $ | 3.5 | 2.4 | ||||
Accrued environmental costs | — | 3.4 | |||||
Total asset retirement obligations and accrued environmental costs | 3.5 | 5.8 | |||||
Asset retirement obligations and accrued environmental costs due within one year | — | (2.0 | ) | ||||
Long-term asset retirement obligations and accrued environmental costs | $ | 3.5 | 3.8 | ||||
Asset Retirement Obligations | |||||||
We have asset removal obligations that we are required to perform under law or contract once an asset is permanently taken out of service. These obligations primarily relate to the abandonment or removal of pipelines and rail racks. Most of these obligations are not expected to be paid until many years in the future. | |||||||
During 2014 and 2013, our overall asset retirement obligations changed as follows: | |||||||
Millions of Dollars | |||||||
2014 | 2013 | ||||||
Balance at January 1 | $ | 2.4 | 2 | ||||
Accretion of discount | 0.1 | — | |||||
New obligations* | 1 | — | |||||
Changes in estimates of existing obligations | — | 0.4 | |||||
Balance at December 31 | $ | 3.5 | 2.4 | ||||
*New obligation was associated with the newly constructed Bayway Rail Rack. | |||||||
We do not expect any short-term spending and, as a result, there were no current liabilities reported on the consolidated balance sheet for asset retirement obligations at December 31, 2014 and 2013. | |||||||
Accrued Environmental Costs | |||||||
Our Predecessors recorded a total environmental accrual of $3.4 million at December 31, 2013, primarily related to cleanup and remediation at pipeline and terminal locations. Pursuant to the terms of our amended omnibus agreement, Phillips 66 indemnifies us for the environmental liabilities associated with the assets contributed to us in connection with the Offering and which arose prior to the closing of the Offering. Pursuant to the terms of various agreements under which we acquired assets from Phillips 66 since the Offering, Phillips 66 assumed the responsibility for accrued environmental liabilities associated with the Acquired Assets arising prior to the effective date of each acquisition. In the future, we may be involved in environmental assessments, cleanups and proceedings. |
Net_Income_Per_Limited_Partner
Net Income Per Limited Partner Unit | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Partners' Capital Notes [Abstract] | |||||||||||
Net Income Per Limited Partner Unit | Net Income Per Limited Partner Unit | ||||||||||
Net income per unit applicable to common and subordinated units is computed by dividing these limited partners’ respective interests in net income attributable to the Partnership by the weighted average number of common units and subordinated units, respectively, outstanding for the period. Because we have more than one class of participating securities, we use the two-class method to calculate the net income per unit applicable to limited partners. The classes of participating securities include common units, subordinated units, general partner units, and IDRs. Basic and diluted net income per unit are the same because we do not have any potentially dilutive instruments outstanding for the periods presented. | |||||||||||
Millions of Dollars | |||||||||||
2014 | 2013 | ||||||||||
Net income attributable to the Partnership | $ | 116 | 28.9 | ||||||||
Less: General partner’s distributions declared (including IDRs)* | 7.9 | 0.5 | |||||||||
Limited partners’ distributions declared on common units* | 48.1 | 13.4 | |||||||||
Limited partner’s distributions declared on subordinated units* | 43.4 | 13.4 | |||||||||
Distributions less than net income attributable to the Partnership | $ | 16.6 | 1.6 | ||||||||
*Distributions declared are attributable to the indicated periods. | |||||||||||
2014 | |||||||||||
General Partner (including IDRs) | Limited Partners’ Common Units | Limited Partner’s Subordinated Units | Total | ||||||||
Net income attributable to the Partnership (millions of dollars): | |||||||||||
Distributions declared | $ | 7.9 | 48.1 | 43.4 | 99.4 | ||||||
Distributions less than net income attributable to the Partnership | 0.4 | 8.4 | 7.8 | 16.6 | |||||||
Net income attributable to the Partnership | $ | 8.3 | 56.5 | 51.2 | 116 | ||||||
Weighted average units outstanding: | |||||||||||
Basic | 1,499,704 | 38,268,371 | 35,217,112 | 74,985,187 | |||||||
Diluted | 1,499,704 | 38,268,371 | 35,217,112 | 74,985,187 | |||||||
Net income per limited partner unit (dollars): | |||||||||||
Basic | $ | 1.48 | 1.45 | ||||||||
Diluted | 1.48 | 1.45 | |||||||||
2013 | |||||||||||
General Partner (including IDRs) | Limited Partners’ Common Units | Limited Partner’s Subordinated Units | Total | ||||||||
Net income attributable to the Partnership (millions of dollars): | |||||||||||
Distributions declared | $ | 0.5 | 13.4 | 13.4 | 27.3 | ||||||
Distributions less than net income attributable to the Partnership | 0.1 | 0.7 | 0.8 | 1.6 | |||||||
Net income attributable to the Partnership | $ | 0.6 | 14.1 | 14.2 | 28.9 | ||||||
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 (dollars): | |||||||||||
Basic | $ | 0.4 | 0.4 | ||||||||
Diluted | 0.4 | 0.4 | |||||||||
On January 21, 2015, the Board of Directors of our General Partner declared a quarterly cash distribution of $0.34 per limited partner unit which, combined with distributions to our General Partner, will result in total distributions of $29.1 million attributable to the fourth quarter of 2014. This distribution is payable February 13, 2015, to unitholders of record as of February 4, 2015. |
Debt
Debt | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Debt Disclosure [Abstract] | |||||||
Debt | Debt | ||||||
Long-term debt at December 31 was: | |||||||
Millions of Dollars | |||||||
2014 | 2013 | ||||||
Revolving credit facility due 2019 at 1.3% at year-end 2014 | $ | 18 | — | ||||
Note payable to Phillips 66 due 2019 at 3.0% at year-end 2014 | 160 | — | |||||
Note payable to Phillips 66 due 2019 at 3.1% at year-end 2014 | 244 | — | |||||
Note payable to Phillips 66 due 2019 at 2.9% at year-end 2014 | 7.6 | — | |||||
Total debt | 429.6 | — | |||||
Short-term debt | — | — | |||||
Long-term debt | $ | 429.6 | — | ||||
Revolving Credit Facility | |||||||
On June 7, 2013, we entered into a $250 million senior unsecured revolving credit agreement (the Credit Agreement) with a syndicate of financial institutions, which became effective upon the closing of the Offering on July 26, 2013. The Credit Agreement includes sub-facilities for swingline loans and letters of credit. | |||||||
On November 21, 2014, we entered into a first amendment (the Amendment) to the Credit Agreement with several commercial lending institutions (the Credit Agreement and the Amendment are referred to as the Amended Credit Agreement). The Amendment increased the available amount to $500 million from $250 million and extended the termination date to November 21, 2019. We have the option to increase the overall capacity of the Amended Credit Agreement by up to an additional $250 million, for a total of $750 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. We also have the option to extend the Amended Credit Agreement for two additional one-year terms after November 21, 2019, subject to, among other things, the consent of the lenders holding the majority of the commitments and each lender extending its commitment. As of December 31, 2014, $18 million was outstanding under the Amended Credit Agreement. | |||||||
Notes Payable | |||||||
On March 1, 2014, we entered into an agreement with certain subsidiaries of Phillips 66 as part of the consideration for the Gold Line/Medford Acquisition pursuant to which we assumed a 5-year, $160 million note payable to a subsidiary of Phillips 66. The note payable bears interest at a fixed rate of 3 percent per annum. Interest on the note is payable quarterly, and all principal and accrued interest are due and payable at maturity on February 28, 2019. At December 31, 2014, the carrying value and fair value of this note were $160.0 million and $162.7 million, respectively. | |||||||
On December 1, 2014, we entered into an agreement with certain subsidiaries of Phillips 66 as part of the consideration for the Bayway/Ferndale/Cross-Channel Acquisition pursuant to which we assumed a 5-year, $244 million note payable to a subsidiary of Phillips 66 that bears interest at a fixed rate of 3.1 percent per annum. Interest on the note is payable quarterly, and all principal and accrued interest is due and payable at maturity on December 1, 2019. At December 31, 2014, the carrying value and fair value of this note were $244.0 million and $245.2 million, respectively. | |||||||
On December 10, 2014, we entered in an agreement with certain subsidiaries of Phillips 66 as part of the consideration for the Palermo Rail Terminal Project Acquisition pursuant to which we assumed a 5-year, $7.6 million note payable to a subsidiary of Phillips 66 that bears interest at a fixed rate of 2.9 percent per annum. Interest on the note is payable quarterly, and all principal and accrued interest are due and payable at maturity on December 1, 2019. At December 31, 2014, the carrying value and fair value of this note were $7.6 million and $7.5 million, respectively. | |||||||
We calculated the fair values of these notes with a discounted cash flow model, using discount rates that approximate the rates we observed in the market for similar entities with debts of comparable durations. We increased these discount rates by 20 basis points to reflect structuring fees. Given the methodology employed, we classified the quality of these fair values as Level 2. | |||||||
Subsidiary Guarantors | |||||||
In August 2014, we filed a universal shelf registration statement with the U.S. Securities and Exchange Commission under which we, as a well-known seasoned issuer, have the ability to issue and sell an indeterminate amount of common units representing limited partner interests and debt securities. Phillips 66 Partners LP, as the Partnership’s parent company, has no independent assets or operations. The Partnership’s operations are conducted by its operating subsidiaries. Under the shelf registration statement, each of Phillips 66 Partners LP’s subsidiaries is a guarantor, other than (i) Phillips 66 Partners Finance Corporation, a 100-percent-owned subsidiary of the Partnership whose sole purpose is to possibly act as co-issuer of any debt securities, and (ii) subsidiaries that are minor. Each subsidiary guarantor is directly or indirectly 100 percent owned by Phillips 66 Partners LP. The guarantees are full and unconditional and joint and several. There are no significant restrictions on the ability of Phillips 66 Partners LP or any subsidiary guarantor to obtain funds from its subsidiaries by dividend or loan. None of the assets of Phillips 66 Partners LP or a subsidiary guarantor represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act of 1933, as amended. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
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. |
Based on currently available information, we believe it is remote that future costs related to known contingent liability exposures will exceed current accruals by an amount that would have a material adverse impact on our consolidated financial statements. As we learn new facts concerning contingencies, we reassess our position both with respect to accrued liabilities and other potential exposures. Estimates particularly sensitive to future changes include any contingent liabilities recorded for environmental remediation, tax and legal matters. Estimated future environmental remediation costs are subject to change due to such factors as the uncertain magnitude of cleanup costs, the unknown time and extent of such remedial actions that may be required, and the determination of our liability in proportion to that of other potentially responsible parties. Estimated future costs related to tax and legal matters are subject to change as events evolve and as additional information becomes available during the administrative and litigation processes. | |
Environmental | |
We are subject to federal, state and local environmental laws and regulations. We record accruals for environmental liabilities based on management’s best estimates, using all information that is available at the time. We measure estimates and base liabilities on currently available facts, existing technology, and presently enacted laws and regulations, taking into account stakeholder and business considerations. When measuring environmental liabilities, we also consider our prior experience in remediation of contaminated sites, other companies’ cleanup experience, and data released by the U.S. Environmental Protection Agency or other organizations. We consider unasserted claims in our determination of environmental liabilities, and we accrue them in the period they are both probable and reasonably estimable. At December 31, 2013, our Predecessors recorded a total environmental accrual of $3.4 million associated with the Gold Line Products System. Pursuant to the terms of the Contribution, Conveyance and Assumption Agreement associated with the Gold Line/Medford Acquisition, Phillips 66 assumed the responsibility for these liabilities arising prior to the contribution of the Gold Line Products System to us; therefore we reflect no liabilities associated with them after effective date of the acquisition. As of December 31, 2014, we did not have any material environmental accruals. In the future, we may be involved in environmental assessments, cleanups and proceedings. See Note 8—Asset Retirement Obligations and Accrued Environmental Costs, for a summary of our accrued environmental liabilities. | |
Legal Proceedings | |
Under our amended omnibus agreement, Phillips 66 provides certain services for our benefit, including legal support services, and we pay an operational and administrative support fee for these services. Phillips 66’s legal organization applies its knowledge, experience and professional judgment to the specific characteristics of our cases, employing a litigation management process to manage and monitor the legal proceedings against us. The process facilitates the early evaluation and quantification of potential exposures in individual cases and enables tracking of those cases that have been scheduled for trial and/or mediation. Based on professional judgment and experience in using these litigation management tools and available information about current developments in all our cases, Phillips 66’s legal organization regularly assesses the adequacy of current accruals and determines if adjustment of existing accruals, or establishment of new accruals, is required. As of December 31, 2014 and 2013, we did not have any material accrued contingent liabilities associated with litigation matters. | |
Indemnification | |
Under our amended 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 assets contributed to us in connection with the Offering (the Initial Assets) and which arose prior to the closing of the Offering. Indemnification for any unknown environmental liabilities provided therein 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 an aggregate deductible of $0.1 million before we are entitled to indemnification. Indemnification for litigation matters provided therein (other than legal actions pending at the closing of the Offering) is subject to an aggregate deductible of $0.2 million before we are entitled to indemnification. Phillips 66 will also indemnify us under our amended omnibus agreement 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 Initial Assets that occur on or after the closing of the Offering and for certain environmental liabilities related to the Initial Assets to the extent Phillips 66 is not required to indemnify us. | |
Excluded Liabilities of the Acquired Assets | |
Pursuant to the terms of the various agreements under which we acquired assets from Phillips 66 since the Offering, Phillips 66 assumed the responsibility for any liabilities arising out of or attributable to the ownership or operation of the Acquired Assets, or other activities occurring in connection with and attributable to the ownership or operation of the Acquired Assets, prior to the effective date of each acquisition. We have assumed, and have agreed to pay, discharge and perform as and when due, all liabilities arising out of or attributable to the ownership or operation of the Acquired Assets, or other activities occurring in connection with and attributable to the ownership or operation of the Acquired Assets, from and after the effective date of each acquisition. |
Leases
Leases | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Leases [Abstract] | ||||
Leases | Leases | |||
Lessor | ||||
In connection with the Offering and the Acquisitions, we entered into several transportation services agreements, terminal services agreements and storage services agreements with Phillips 66 that are considered operating leases under GAAP. See Note 18—Related Party Transactions, for additional information on these agreements. These agreements include escalation clauses to adjust transportation tariffs and terminaling and storage 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 December 31, 2014, future minimum payments to be received related to these agreements were estimated to be: | ||||
Millions of Dollars | ||||
2015 | $ | 211 | ||
2016 | 211.5 | |||
2017 | 211 | |||
2018 | 192.3 | |||
2019 | 162.4 | |||
2020 and thereafter | 753.6 | |||
Total | $ | 1,741.80 | ||
Lessee | ||||
In connection with the acquisition of the Bayway Rail Rack, we entered into a lease agreement with Phillips 66 for using the land underlying or associated with the Bayway Rail Rack. Effective December 1, 2014, the land lease has a primary term of 40 years and is considered an operating lease under GAAP. Due to the economic infeasibility to cancel the land lease, we consider the lease non-cancellable. See Note 18—Related Party Transactions, for additional information on the lease agreement. For the year ended December 31, 2014, the operating lease rental expense was $0.2 million, representing one month of rental expense. The future minimum lease payments as of December 31, 2014, for the operating lease obligation were: | ||||
Millions of Dollars | ||||
2015 | $ | 1.9 | ||
2016 | 1.9 | |||
2017 | 1.9 | |||
2018 | 1.9 | |||
2019 | 1.9 | |||
Remaining years | 64.9 | |||
Total minimum lease payments | $ | 74.4 | ||
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2014 | |
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. For the year ended December 31, 2014, the pension, postretirement health insurance and defined contribution benefit plan costs of $0.6 million, consisted of the costs allocated to the Gold Line, Medford, Bayway and Ferndale businesses from Phillips 66 prior to the effective date of each acquisition, and the costs of Phillips 66’s employees who are fully dedicated to supporting our business for the year ended December 31, 2014. For the year ended December 31, 2013, these costs, totaling $3.0 million, consisted of the costs allocated to our Predecessors from Phillips 66 prior to the effective date of each acquisition, and the costs of Phillips 66’s employees who are fully dedicated to supporting our business. For the year ended December 31, 2012, these costs, totaling $4.5 million, consisted of the costs allocated to our Predecessors from Phillips 66 prior to the effective date of each acquisition. | |
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 | 12 Months Ended |
Dec. 31, 2014 | |
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) in the third quarter of 2013. Awards under the ICP are available for officers, directors and employees of our General Partner or its affiliates, and any consultants or other individuals who perform services for the Partnership. The ICP 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 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. | |
From the closing of the Offering through December 31, 2014, we have only issued phantom units to non-employee directors under the ICP. A phantom unit entitles the recipient to receive cash equal to the fair market value of a common unit on the settlement date, and to also receive a distribution equivalent each quarter between the grant date and the settlement date in an amount equal to any cash distributions paid on a common unit during that time. During the years ended December 31, 2014 and 2013, we granted 4,161 and 2,171 phantom units, respectively, to three non-employee directors of our General Partner. On the grant date, phantom units awarded to non-employee directors become non-forfeitable; therefore we immediately recognize expense equal to the grant-date fair value of the award. These phantom units do not convey voting rights. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
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 state laws that apply to entities organized as partnerships, primarily Texas. | ||||||||||
Income taxes charged to income were: | ||||||||||
Millions of Dollars | ||||||||||
2014 | 2013 | 2012 | ||||||||
Current | $ | 0.5 | 0.4 | 0.3 | ||||||
Deferred | 0.3 | 0.1 | — | |||||||
Total | $ | 0.8 | 0.5 | 0.3 | ||||||
At December 31, 2014 and 2013, we had a deferred tax asset of $0.5 million and a deferred tax liability of $0.1 million, respectively. The deferred tax asset was primarily associated with PP&E, partially offset by deferred rentals. The deferred tax liability was primarily related to PP&E and deferred rentals. Our effective tax rate was 0.6 percent, 0.5 percent and 0.5 percent, respectively, for the years ended December 31, 2014, 2013 and 2012. The higher effective tax rate in 2014 was primarily associated with the acquisition of the Bayway/Ferndale/Cross-Channel Assets. | ||||||||||
As of December 31, 2014 and 2013, we had no liability reported for unrecognized tax benefits and we did not have any interest or penalties related to income taxes for the years ended December 31, 2014, 2013 and 2012. Texas and Illinois tax returns for 2014 and 2013 are subject to examination. |
Cash_Flow_Information
Cash Flow Information | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Supplemental Cash Flow Information [Abstract] | ||||||||||
Cash Flow Information | Cash Flow Information | |||||||||
The Acquisitions had cash and noncash elements. The common and general partner units issued to Phillips 66 in the Gold Line/Medford and Bayway/Ferndale/Cross-Channel acquisitions were assigned no value, because the cash consideration and note payable assumption exceeded the historical net book value of the acquired assets for each acquisition. Accordingly, the units issued for these acquisitions had no impact on partner capital balances, other than changing ownership percentages. | ||||||||||
Gold Line/Medford Acquisition | ||||||||||
We attributed $138.0 million of the total $400.0 million cash consideration paid to the historical book value of the assets acquired (an investing cash outflow). The remaining $262.0 million of excess cash consideration was deemed a distribution to our General Partner (a financing cash outflow). The assumption of the $160.0 million note payable was deemed a noncash distribution to our General Partner (a noncash financing activity). Together, the excess cash consideration and the assumption of the note payable resulted in a $422.0 million reduction in our General Partner’s capital balance. | ||||||||||
Bayway/Ferndale/Cross-Channel Acquisition | ||||||||||
The historical net book value of the assets acquired in the Bayway/Ferndale/Cross-Channel Acquisition was $160.1 million. Cash consideration was $35.0 million, of which we paid $28.0 million in December 2014 (an investing cash outflow) and $7.0 million was reflected as a payable to Phillips 66 at December 31, 2014 (a noncash investing activity). We attributed $125.1 million of the $244.0 million note payable assumed to the remaining historical book value of the net assets acquired (noncash investing and financing activities). The remaining $118.9 million of the note payable assumed was deemed a noncash distribution to our General Partner (a noncash financing activity), which reduced our General Partner’s capital balance by that amount. | ||||||||||
Palermo Rail Terminal Project Acquisition | ||||||||||
The historical book value of the Palermo Rail Terminal project was $41.6 million. Cash consideration was $28.0 million, of which we paid $26.5 million in December 2014 (an investing cash outflow) and $1.5 million was reflected as a payable to Phillips 66 at December 31, 2014 (a noncash investing activity). Noncash consideration consisted of the assumption of a $7.6 million note payable (noncash investing and financing activities) and the issuance of common and general partner units to Phillips 66 with an aggregate fair value of $0.8 million (a noncash financing activity). The $5.2 million excess of historical book value over the consideration paid was deemed a contribution from our General Partner (a noncash financing activity), which increased our General Partner’s capital balance by that amount. | ||||||||||
Eagle Ford Gathering System Project Acquisition | ||||||||||
We paid consideration of $11.8 million for the Eagle Ford Gathering System project, the same as its historical book value. $5.5 million of the consideration was cash paid in December 2014 (an investing cash outflow), and $6.3 million was reflected as a payable to Phillips 66 at December 31, 2014 (a noncash investing activity). | ||||||||||
Our capital expenditures consisted of: | ||||||||||
Millions of Dollars | ||||||||||
2014 | 2013* | 2012* | ||||||||
Capital Expenditures | ||||||||||
Capital expenditures attributable to predecessors | $ | 90.8 | 84.1 | 34.2 | ||||||
Capital expenditures attributable to the Partnership | 66.1 | 3.9 | — | |||||||
Total capital expenditures | $ | 156.9 | 88 | 34.2 | ||||||
*Prior-period financial information has been retrospectively adjusted for the acquisition of the Bayway and Ferndale rail racks. | ||||||||||
Millions of Dollars | ||||||||||
2014 | 2013 | 2012 | ||||||||
Noncash Investing and Financing Activities | ||||||||||
Certain liabilities of the Acquired Assets retained by Phillips 66(1) | $ | 14.8 | — | — | ||||||
Notes payable assumed associated with the Acquisitions(2) | 411.6 | — | — | |||||||
Cash Payments | ||||||||||
Interest and debt expense | $ | 3.3 | 0.3 | — | ||||||
Income taxes(3) | 0.2 | — | — | |||||||
(1)Certain liabilities of the Acquired Assets were retained by Phillips 66, pursuant to the terms of various agreements under which we acquired assets from Phillips 66 since the Offering. See Note 11—Contingencies for additional information on these excluded liabilities associated with the Acquired Assets. | ||||||||||
(2)See Note 10—Debt for additional information. | ||||||||||
(3)Excludes our share of cash tax payments made directly by Phillips 66 prior to the Offering and the Acquisitions in respect of the Acquired Assets. |
Other_Financial_Information
Other Financial Information | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Other Income and Expenses [Abstract] | ||||||||||
Other Financial Information | Other Financial Information | |||||||||
Millions of Dollars | ||||||||||
2014 | 2013 | 2012 | ||||||||
Interest and Debt Expense | ||||||||||
Incurred | ||||||||||
Debt | $ | 5.3 | 0.3 | — | ||||||
Other | — | — | — | |||||||
5.3 | 0.3 | — | ||||||||
Capitalized | — | — | — | |||||||
Expensed | $ | 5.3 | 0.3 | — | ||||||
Other Income | ||||||||||
Interest Income | $ | 0.1 | 0.2 | — | ||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Related Party Transactions [Abstract] | ||||||||||
Related Party Transactions | Related Party Transactions | |||||||||
Commercial Agreements | ||||||||||
In connection with the Offering and the Acquisitions, we entered into multiple transportation services agreements, terminal services agreements and storage services agreements with Phillips 66 and amended an existing transportation services agreement with Phillips 66. 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 10-year transportation services agreement, effective March 1, 2014, under which we charge Phillips 66 for transporting refined petroleum products along four routes on the Gold Line Products System. | |||||||||
• | 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. | |||||||||
• | A 5-year terminal services agreement, effective March 1, 2014, under which we charge Phillips 66 for receiving refined petroleum products, handling and storing such refined petroleum products, and delivering such refined petroleum products into pipelines and transport trucks at our terminals located in Wichita, Kansas; Kansas City, Kansas; Paola, Kansas; Jefferson City, Missouri; and Cahokia, Illinois. | |||||||||
• | A 10-year rail terminal services agreement, effective December 1, 2014, under which we charge fees to Phillips 66 for receiving crude oil at the Bayway Rail Rack via rail car and unloading the crude oil and redelivering it into a pipeline for onward delivery to Phillips 66’s Bayway Refinery. | |||||||||
• | A 10-year rail terminal services agreement, effective December 1, 2014, under which we charge fees to Phillips 66 for receiving crude oil at the Ferndale Rail Rack via rail car and unloading the crude oil and redelivering it into a pipeline for onward delivery to Phillips 66’s Ferndale Refinery. | |||||||||
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 one or two additional 5-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. | ||||||||||
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 commitments. We may elect to adjust our tariffs on an annual basis, and the new tariffs become effective on July 1 of each year. For the transportation services agreement for the Gold Line Products System, we may elect to adjust our tariff beginning July 1, 2015. 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. We may adjust our per-barrel fees annually on January 1 of each year. These agreements have a primary term of five years and may be renewed by Phillips 66 for up to two or three additional 5-year periods upon 180 days’ written notice from Phillips 66 to us prior to the end of the initial term or any renewal term, as applicable. | ||||||||||
Under our Bayway and Ferndale rail terminal services agreements, Phillips 66 is required to pay a monthly fee based on the capacity of the rail rack. If the amount of crude oil actually unloaded during a month exceeds such capacity, Phillips 66 will pay an additional fee on the amount that exceeds the capacity. We may adjust our per-barrel fees annually on January 1 of each year, beginning on January 1, 2016, based on the Producer Price Index (the PPI) for finished goods. These agreements have a primary term of ten years and may be renewed by Phillips 66 for up to two additional 5-year periods upon 180 days’ written notice from Phillips 66 to us prior to the end of the initial term or any renewal term, as applicable. | ||||||||||
These transportation services and terminal services 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 prior to the expiration of the 12-month notice period. 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. | ||||||||||
We also entered into a storage services agreement with Phillips 66. Under this agreement, we will provide certain storage, sampling and testing services and such other services as we and Phillips 66 may mutually agree upon from time to time. Phillips 66 commits to provide us with minimum storage volumes at our Hartford terminal. | ||||||||||
In connection with the Acquisitions, we entered into several storage services agreements, one origination services agreement and one land lease agreement with Phillips 66: | ||||||||||
• | A storage services agreement (storage on the Gold Line Products System). Pursuant to this agreement, effective March 1, 2014, we charge fees to Phillips 66 for storing certain identified petroleum products in storage tanks located in Wichita, Kansas; Kansas City, Kansas; and Cahokia, Illinois. The fees payable by Phillips 66 to us are subject to adjustment each year beginning on January 1, 2015, based on the PPI for finished goods. This agreement has a primary term of five years and automatically extends for up to two additional 5-year periods, unless terminated by either party. | |||||||||
• | A storage services agreement (storage at the Medford Spheres). Pursuant to this agreement, effective March 1, 2014, we charge fees to Phillips 66 for receiving and storing natural gas liquids (NGL) and refinery-grade propylene in the Medford Spheres. The fees payable by Phillips 66 to us are subject to adjustment each year beginning January 1, 2015, based on the PPI for finished goods. This agreement has a primary term of ten years and automatically extends for up to two additional 5-year periods unless terminated by either party. | |||||||||
• | An origination services agreement (Gold Line Products System). Pursuant to this agreement, effective March 1, 2014, Phillips 66 charges fees to us for the provision of certain operational services by Phillips 66 to us in connection with the origination of petroleum products movements on the Gold Line Products System. The monthly fee payable by us to Phillips 66 is $110,000 and is subject to adjustment each year beginning in 2016 based on the PPI for finished goods. This agreement has a primary term of ten years and automatically extends for successive 5-year renewal terms, unless terminated by either party. | |||||||||
• | A land lease agreement (Bayway Rail Rack). Pursuant to this agreement, effective December 1, 2014, we lease from Phillips 66 the real property underlying or associated with the Bayway Rail Rack. Rent under the lease is payable by us in monthly installments of $155,230 plus any and all property taxes and other costs or expenses related to the lease of the premises. The land lease has a base term of 40 years and may be renewed by us for up to three 10-year periods upon 90 days’ written notice from us to Phillips 66 prior to the end of the base term or any renewal term, as applicable. | |||||||||
With respect to periods prior to the Offering or the Acquisitions in respect of the Acquired Assets, our Predecessors were part of the consolidated operations of Phillips 66, and substantially all of our Predecessors’ 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. | ||||||||||
Amended 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, terminals 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. In connection with the Gold Line/Medford Acquisition, we entered into the first amendment to the operational services agreement with Phillips 66. In connection with the Bayway/Ferndale/Cross-Channel Acquisition, we entered into the second amendment to the operational services agreement with Phillips 66. Pursuant to the two aforementioned amendments, the services provided to us by Phillips 66 under the operational services agreement are also provided in support of the assets acquired through the two acquisitions. | ||||||||||
Amended 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, 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 our 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. In connection with the Gold Line/Medford Acquisition, we entered into the first amendment to the omnibus agreement with Phillips 66. In connection with the Bayway/Ferndale/Cross-Channel Acquisition, we entered into the second amendment to the omnibus agreement with Phillips 66. Pursuant to the two aforementioned amendments, Phillips 66 provides for additional services to us in support of the assets acquired though the two acquisitions, and the monthly operational and administrative support fee payable by us to Phillips 66 increased from the initial amount of $1.1 million to $2.3 million, and further to $2.4 million. | ||||||||||
Tax Sharing Agreement | ||||||||||
In connection with the Offering, we entered into a tax sharing agreement with Phillips 66 pursuant to which we will reimburse Phillips 66 for our share of state and local income and other taxes incurred by Phillips 66 as a result of the inclusion of our results of operations in a combined or consolidated tax return filed by Phillips 66 with respect to taxable periods including or beginning on the closing date of the Offering. The amount of any such reimbursement will be limited to the tax that we (and our subsidiaries) would have paid had we not been included in a combined group with Phillips 66. Phillips 66 may use its tax attributes to cause its combined or consolidated group, of which we may be a member for this purpose, to owe no tax. Nevertheless, we would reimburse Phillips 66 for the tax we would have owed had the attributes not been available or used for our benefit, even though Phillips 66 had no cash expense for that period. | ||||||||||
Related Party Transactions | ||||||||||
Significant related-party transactions included in operating and maintenance expenses, general and administrative expenses, and interest and debt expense were: | ||||||||||
Millions of Dollars | ||||||||||
2014 | 2013* | 2012* | ||||||||
Operating and maintenance expenses | $ | 30.8 | 24.6 | 22.5 | ||||||
General and administrative expenses | 21.2 | 18.3 | 13.6 | |||||||
Interest and debt expense | 4.7 | — | — | |||||||
Total | $ | 56.7 | 42.9 | 36.1 | ||||||
*Prior-period financial information has been retrospectively adjusted for the acquisition of the Bayway and Ferndale rail racks. | ||||||||||
We pay Phillips 66 a monthly operational and administrative support fee under the terms of the amended omnibus agreement, initially in the amount of $1.1 million from July 26, 2013, through February 28, 2014, $2.3 million from March 1, 2014, through November 30, 2014, and $2.4 million beginning December 1, 2014. | ||||||||||
The operational and administrative support fee is 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 amended omnibus agreement. Under our amended operational services agreement, we reimburse Phillips 66 for the provision of certain operational services to us in support of our pipelines, rail racks, and 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 operating and maintenance expenses and general and administrative expenses is based on the functional nature of the services being performed for our operations. | ||||||||||
In connection with the Acquisitions, we assumed a total of $411.6 million of notes payable to a subsidiary of Phillips 66. See Note 10—Debt, for additional information. |
New_Accounting_Standards
New Accounting Standards | 12 Months Ended |
Dec. 31, 2014 | |
New Accounting Standards [Abstract] | |
New Accounting Standards | New Accounting Standards |
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” The new standard converged guidance on recognizing revenues in contracts with customers under accounting principles generally accepted in the United States and International Financial Reporting Standards. This ASU is intended to improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. ASU 2014-09 is effective for annual and quarterly reporting periods of public entities beginning after December 15, 2016. Early application for public entities is not permitted. We are currently evaluating the provisions of ASU 2014-09 and assessing the impact, if any, it may have on our financial position and results of operations. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
On January 16, 2015, we closed on two agreements with Paradigm forming two joint ventures to develop midstream logistics infrastructure in North Dakota. At closing, we contributed our Palermo Rail Terminal project for a 70 percent ownership interest in Phillips 66 Partners Terminal LLC, and $4.9 million for a 50 percent ownership interest in Paradigm Pipeline LLC. |
Summary_of_Significant_Accouti1
Summary of Significant Accouting Policies Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation | |
The acquisitions of the Gold Line, Medford, Bayway and Ferndale assets were transfers of businesses between entities under common control, which requires them to be accounted for as if the transfers had occurred at the beginning of the period of transfer, with prior periods retrospectively adjusted to furnish comparative information. Accordingly, the accompanying financial statements and notes have been retrospectively adjusted to include the historical results and financial position of these acquired businesses prior to the effective date of each acquisition. The acquisitions of the Cross-Channel, Palermo and Eagle Ford organic growth projects represented transfers of assets. Accordingly, these assets are included in the financial statements prospectively from the effective date of each acquisition. See Note 4—Acquisitions for additional information. | ||
For periods prior to the Offering, the historical results of operations include our predecessor for accounting purposes. We refer to our pre-Offering predecessor and the operations of the Gold Line, Medford, Bayway and Ferndale assets prior to the effective date of each acquisition collectively as “our Predecessors.” The combined financial statements of our Predecessors were derived from the accounting records of Phillips 66, and reflect the combined historical results of operations, financial position and cash flows of our Predecessors as if such businesses had been combined for all periods presented. | ||
All intercompany transactions and accounts within our Predecessors have been eliminated. The assets and liabilities of our Predecessors in these financial statements have been reflected on a historical cost basis because the transfer of our Predecessors to us took place within the Phillips 66 consolidated group. The consolidated statement of income also includes expense allocations for certain functions performed by Phillips 66 and historically not allocated to the Partnership, 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, or number of terminals and pipeline miles. Our management believes the assumptions underlying the allocation of expenses from Phillips 66 were reasonable. Nevertheless, the financial statements of our Predecessors 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. | ||
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 Predecessors was ConocoPhillips, and subsequent to April 30, 2012, the parent company of our Predecessors has been Phillips 66. For ease of reference, we refer to Phillips 66 as our Predecessors’ 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. | ||
All financial information presented for the periods after the Offering represents the consolidated results of operations, financial position and cash flows of the Partnership giving retrospective effect to the combined results of operations, financial position and cash flows of the Gold Line, Medford, Bayway and Ferndale assets. Accordingly: | ||
• | Our consolidated statements of income and cash flows for the year ended December 31, 2014, consist of the combined results of the Gold Line, Medford, Bayway and Ferndale assets prior to the effective date of each acquisition and the consolidated results of the Partnership. Our consolidated statements of income and cash flows for the year ended December 31, 2013, consist of the consolidated results of the Partnership for the period from July 26, 2013, through December 31, 2013, the combined results of our pre-Offering predecessor for the period from January 1, 2013, through July 25, 2013, and the combined results of the Gold Line, Medford, Bayway and Ferndale assets for the entire year of 2013. Our consolidated statements of income and cash flows for the year ended December 31, 2012, consist entirely of the combined results of our Predecessors. | |
• | Our consolidated balance sheet at December 31, 2014, consists of the consolidated balances of the Partnership. Our consolidated balance sheet at December 31, 2013, consists of the consolidated balances of the Partnership and the combined balances of the Gold Line, Medford, Bayway and Ferndale assets. | |
• | Our consolidated statement of changes in equity for the year ended December 31, 2014, consists of the combined activity of the Gold Line, Medford, Bayway and Ferndale assets prior to the effective date of each acquisition and the consolidated activity of the Partnership. Our consolidated statement of changes in equity for the year ended December 31, 2013, consists of the consolidated activity of the Partnership completed at and subsequent to the Offering on July 26, 2013, through December 31, 2013, the combined activity of our pre-Offering predecessor for the period from January 1, 2013, through July 25, 2013, and the combined activity of the Gold Line, Medford, Bayway and Ferndale assets for the entire year of 2013. Our consolidated statement of changes in equity for the year ended December 31, 2012, consists entirely of the combined activity of our Predecessors. | |
Consolidation Principles and Investments | Consolidation Principles and Investments—Our consolidated financial statements include the accounts of majority-owned subsidiaries. All intercompany transactions and accounts have been eliminated. | |
Net Investment | Net Investment—In the consolidated balance sheet, net investment represents Phillips 66’s historical investment in our Predecessors, our Predecessors’ accumulated net earnings after taxes, and the net effect of transactions with, and allocations from, Phillips 66. | |
Use of Estimates | Use of Estimates—The preparation of financial statements in conformity with generally accepted accounting principles in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and the disclosures of contingent assets and liabilities. Actual results could differ from these estimates. | |
Common Control Transactions | Common Control Transactions—Businesses acquired from Phillips 66 and its subsidiaries are accounted for as common control transactions whereby the net assets acquired are combined with ours at their historical costs. If any recognized consideration transferred in such a transaction exceeds the carrying value of the net assets acquired, the excess is treated as a capital distribution to our General Partner, similar to a dividend. If the carrying value of the net assets acquired exceeds any recognized consideration transferred including, if applicable, the fair value of any limited partner units issued, then that excess is treated as a capital contribution from our General Partner. To the extent that such transactions require prior periods to be recast, historical net equity amounts prior to the transaction date are reflected in “Net Investment.” Cash consideration up to the carrying value of net assets acquired is presented as an investing activity in our consolidated statement of cash flows. Cash consideration in excess of the carrying value of net assets acquired is presented as a financing activity in our consolidated statement of cash flows. | |
Revenue Recognition | Revenue Recognition—Revenue is recognized for crude oil and refined petroleum product pipeline transportation based on the delivery of actual volumes transported at contractual tariff rates. Revenue is recognized for crude oil and refined petroleum product terminaling and storage as performed based on contractual rates related to throughput volumes, capacity or cost-plus-margin arrangements. A significant portion of our revenue is derived from Phillips 66, and the contractual rates do not necessarily reflect market rates for the historical periods presented prior to the Offering or the Acquisitions in respect of the Acquired Assets. | |
Effective January 1, 2013, the structure of the fees we charge Phillips 66 for terminaling services provided at the Clifton Ridge terminal was changed. During 2012, terminaling fees were on a cost-plus-margin reimbursement basis. Beginning in 2013, the cost-plus-margin arrangement was replaced with various storage, dock and truck unloading fees. | ||
Transportation contracts that are operating leases and include rentals with fixed escalation are recognized on a straight-line basis over the lease term. Any difference between the transportation fee recognized under the straight-line method and the transportation fee received in cash is deferred to the consolidated balance sheet as “Deferred rentals—related parties.” If the underlying transportation contract is amended to eliminate fixed escalation, the balance of deferred rentals is amortized over the remaining life of the contract. | ||
In connection with the Offering and the Acquisitions, we entered into certain transportation services agreements and terminal services agreements with Phillips 66 that are considered operating leases under GAAP. See Note 18—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. | ||
Billings to Phillips 66 for shortfall volumes under its quarterly minimum volume commitments are recorded as “Deferred revenues—related parties” in our consolidated balance sheet, as Phillips 66 has the right to make up the shortfall volumes in the following four quarters. The deferred revenue will be recognized at the earlier of: | ||
• | The fulfillment of making up the shortfall volumes. | |
• | The expiration of the period in which Phillips 66 is contractually allowed to make up the shortfall volumes. | |
As of December 31, 2014, there was $0.6 million deferred and reported as “Deferred revenues—related parties” in our consolidated balance sheets related to shortfall volumes that could be made up in the future periods. | ||
Cash Equivalents | Cash Equivalents—Cash equivalents are highly liquid, short-term investments that are readily convertible to known amounts of cash and will mature within 90 days or less from the date of acquisition. We carry these at cost plus accrued interest, which approximates fair value. | |
Imbalances | Imbalances—We do not purchase or produce crude oil or refined petroleum product inventories. We experience imbalances as a result of variances in meter readings and in other measurement methods, and volume fluctuations within our crude oil system due to pressure and temperature changes. Certain of our transportation contracts provide for the shipper to pay a contractual loss allowance, which is valued using quoted market prices of the applicable commodity being shipped. These loss allowances, which are received from the shipper irrespective of, and calculated independently from, actual volumetric gains or losses, are recorded as revenue. Any volumetric gains or losses are valued using quoted market prices of the applicable commodities and are recorded as decreases or increases to operating and maintenance expenses, respectively. | |
Fair Value Measurements | Fair Value Measurements—We measure assets and liabilities requiring fair value presentation or disclosure using an exit price (i.e., the price that would be received to sell an asset or paid to transfer a liability) and disclose such amounts according to the quality of valuation inputs under the following hierarchy: | |
Level 1: Quoted prices in an active market for identical assets or liabilities. | ||
Level 2: Inputs other than quoted prices that are directly or indirectly observable. | ||
Level 3: Unobservable inputs that are significant to the fair value of assets or liabilities. | ||
We classify the fair value of an asset or liability based on the lowest level of input significant to its measurement. A fair value initially reported as Level 3 will be subsequently reported as Level 2 if the unobservable inputs become inconsequential to its measurement, or corroborating market data becomes available. Asset and liability fair values initially reported as Level 2 will be subsequently reported as Level 3 if corroborating market data becomes unavailable. | ||
The carrying amounts of our trade receivables and payables approximate fair values. | ||
Nonrecurring Fair Value Measurements—Fair value measurements are applied with respect to our nonfinancial assets and liabilities measured on a nonrecurring basis, which consists primarily of asset retirement obligations. Nonrecurring fair value measurements are also applied, when applicable, to determine the fair value of our long-lived assets. | ||
Accounts Receivable | Accounts Receivable—Prior to the Offering or the Acquisitions in respect of the Acquired Assets, our receivables primarily consisted of third-party customer accounts receivable that were recorded at the invoiced amounts and did not bear interest. Intercompany receivables with Phillips 66 were included in “Net investment—predecessors” on the consolidated balance sheet. Subsequent to the Offering or the Acquisitions in respect of the Acquired Assets, our receivables primarily consist of accounts receivable from related parties that are recorded at the invoiced amounts and do not bear interest. Account balances for these receivables are charged directly to bad debt expense if it becomes probable the receivable will not be collected. | |
Properties, Plants and Equipment (PP&E) | Properties, Plants and Equipment (PP&E)—PP&E is stated at cost. Costs of maintenance and repairs, which are not significant improvements, are expensed when incurred. Depreciation of PP&E is determined by either the individual-unit-straight-line method or the group-straight-line method (for those individual units that are highly integrated with other units). | |
Major Maintenance Activities | Major Maintenance Activities—Costs for planned integrity management projects are expensed in the period incurred. These types of costs include pipe and tank inspection services, contractor repair services, materials and supplies, equipment rentals and our labor costs. | |
Impairment of Long-Lived Assets | Impairment of PP&E—PP&E used in operations is assessed for impairment whenever changes in facts and circumstances indicate a possible significant deterioration in the future cash flows expected to be generated by an asset group. If, upon review, the sum of the undiscounted pretax cash flows is less than the carrying value of the asset group, including applicable liabilities, the carrying value of the PP&E in the asset group is written down to estimated fair value through additional depreciation provisions and reported as impairments in the periods in which the determination of the impairment is made. Individual assets are grouped for impairment purposes at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets—generally at a pipeline system or terminal level. Because there usually is a lack of quoted market prices for our long-lived assets, the fair value of impaired assets is typically determined based on one or more of the following methods: the present values of expected future cash flows using discount rates and other assumptions believed to be consistent with those used by principal market participants; a market multiple of earnings for similar assets; or historical market transactions of similar assets, adjusted using principal market participant assumptions when necessary. | |
The expected future cash flows used for impairment reviews and related fair value calculations are based on estimated future throughputs, prices, operating costs, tariffs, and capital project decisions, considering all available evidence at the date of review. | ||
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets Other Than Goodwill—Intangible assets with finite useful lives are amortized by the straight-line method over their useful lives. Intangible assets with indefinite useful lives are not amortized but are tested at least annually for impairment. Each reporting period, we evaluate the remaining useful lives of intangible assets not being amortized to determine whether events and circumstances continue to support indefinite useful lives. These indefinite-lived intangibles are considered impaired if the fair value of the intangible asset is lower than net book value. The fair value of intangible assets is determined based on quoted market prices in active markets, if available. If quoted market prices are not available, fair value of intangible assets is determined based upon the present values of expected future cash flows using discount rates and other assumptions believed to be consistent with those used by principal market participants, or upon estimated replacement cost, if expected future cash flows from the intangible asset are not determinable. | |
Goodwill | Goodwill—Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in the acquisition of a business. Goodwill is not amortized, but rather is tested for impairment annually and when events or changes in circumstances indicate that the fair value of the reporting unit with goodwill has been reduced below carrying value. The fair value of the reporting unit is compared to the book value of the reporting unit. If the fair value is less than book value, including goodwill, then the recorded goodwill is written down to its implied fair value with a charge to earnings. We have determined we have one reporting unit for testing goodwill for impairment. | |
Asset Retirement Obligations and Environmental Costs | Asset Retirement Obligations and Environmental Costs—Fair values of legal obligations to retire and remove long-lived assets are recorded in the period in which the obligation is incurred. When the liability is initially recorded, we capitalize this cost by increasing the carrying amount of the related PP&E. Over time, the liability is increased for the change in its present value, and the capitalized cost in PP&E is depreciated over the useful life of the related asset or group of assets. Our estimate may change after initial recognition, in which case we record an adjustment to the liability and PP&E. | |
Environmental expenditures are expensed or capitalized, depending upon their future economic benefit. Expenditures relating to an existing condition caused by past operations, and those having no future economic benefit, are expensed. Liabilities for environmental expenditures are recorded on an undiscounted basis (unless acquired in a purchase business combination) when environmental assessments or cleanups are probable and the costs can be reasonably estimated. Recoveries of environmental remediation costs from other parties, such as state reimbursement funds, are recorded as assets when their receipt is probable and estimable. | ||
Employee Benefit Plans | Employee Benefit Plans—The employees supporting our operations are employees of Phillips 66 and its affiliates. Phillips 66 sponsors various employee pension and postretirement health insurance plans. For purposes of these consolidated financial statements, we are accounting for our participation in these benefit plans as multiemployer plans. We recognize as expense in each period an allocation from Phillips 66 for our share of payroll costs and employee benefit plan costs, and we do not recognize any employee benefit plan assets or liabilities. See Note 18—Related Party Transactions, for additional information on benefit plan cost allocation from Phillips 66. While we are accounting for our participation as multiemployer plans for the purposes of presenting these consolidated financial statements, those benefit plans are not technically multiemployer plans. Therefore, we have not included the disclosures required for multiemployer plans. | |
Income Taxes | Income Taxes—We follow the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. Our taxable income was included in the consolidated U.S. federal income tax returns of Phillips 66 and in a number of consolidated state income tax returns. Subsequent to the Offering and the Acquisitions in respect of the Acquired Assets, our operations are treated as a partnership for federal and state income tax purposes, with each partner being separately taxed on its share of the taxable income. Therefore, we have excluded income taxes from these consolidated financial statements, except for the income tax provision resulting from state laws that apply to entities organized as partnerships. With regard to Texas, our tax provision is computed as if we were a stand-alone tax paying entity. Interest related to unrecognized tax benefits is included in interest and debt expense, and penalties are included in operating and maintenance expenses. | |
Comprehensive Income | Comprehensive Income—We have not reported comprehensive income due to the absence of items of other comprehensive income in the periods presented | |
Unit-based Compensation | Unit-Based Compensation—Upon awarding phantom units to non-employee directors of the Partnership, we immediately recognize compensation expense equal to the grant-date fair value of the phantom units, since these phantom units cannot be forfeited. | |
Net income per unit | Net income per unit applicable to common and subordinated units is computed by dividing these limited partners’ respective interests in net income attributable to the Partnership by the weighted average number of common units and subordinated units, respectively, outstanding for the period. Because we have more than one class of participating securities, we use the two-class method to calculate the net income per unit applicable to limited partners. The classes of participating securities include common units, subordinated units, general partner units, and IDRs. Basic and diluted net income per unit are the same because we do not have any potentially dilutive instruments outstanding for the periods presented. |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Business Combinations [Abstract] | |||||||||||||
Schedule of Results of Operations Giving Effect to Acquisitions | The following tables present our results of operations and financial position giving effect to the Acquisitions. The combined results of the Gold Line/Medford Assets and the Bayway/Ferndale rail racks prior to the effective date of each acquisition are included in “Gold Line/Medford Predecessor” and “Bayway/Ferndale Predecessor,” respectively. The consolidated results of the Acquired Assets after the effective date of each acquisition are included in “Phillips 66 Partners LP.” | ||||||||||||
Millions of Dollars | |||||||||||||
Year Ended December 31, 2014 | |||||||||||||
Phillips 66 | Gold Line/Medford Predecessor(2) | Bayway/Ferndale Predecessor(3) | Consolidated | ||||||||||
Partners LP(1) | Results | ||||||||||||
Consolidated Statement of Income | |||||||||||||
Revenues | |||||||||||||
Transportation and terminaling services—related parties | $ | 203.5 | 15.2 | 4.2 | 222.9 | ||||||||
Transportation and terminaling services—third parties | 5.4 | 0.7 | — | 6.1 | |||||||||
Other income | 0.1 | — | — | 0.1 | |||||||||
Total revenues | 209 | 15.9 | 4.2 | 229.1 | |||||||||
Costs and Expenses | |||||||||||||
Operating and maintenance expenses | 47 | 3.3 | 2.2 | 52.5 | |||||||||
Depreciation | 14.3 | 1.2 | 0.7 | 16.2 | |||||||||
General and administrative expenses | 21.9 | 1.1 | 2.6 | 25.6 | |||||||||
Taxes other than income taxes | 3.6 | 0.6 | — | 4.2 | |||||||||
Interest and debt expense | 5.3 | — | — | 5.3 | |||||||||
Other expenses | 0.1 | — | — | 0.1 | |||||||||
Total costs and expenses | 92.2 | 6.2 | 5.5 | 103.9 | |||||||||
Income before income taxes | 116.8 | 9.7 | (1.3 | ) | 125.2 | ||||||||
Provision for income taxes | 0.8 | — | — | 0.8 | |||||||||
Net Income | 116 | 9.7 | (1.3 | ) | 124.4 | ||||||||
Less: Net income attributable to predecessors | — | 9.7 | (1.3 | ) | 8.4 | ||||||||
Net Income Attributable to the Partnership | $ | 116 | — | — | 116 | ||||||||
(1)Includes the consolidated results of the Acquired Assets after the effective date of each acquisition. | |||||||||||||
(2)Combined results of the Gold Line/Medford Assets prior to the effective date of the acquisition. | |||||||||||||
(3)Combined results of the Bayway/Ferndale rail racks prior to the effective date of the acquisition. | |||||||||||||
Millions of Dollars | |||||||||||||
Year Ended December 31, 2013 | |||||||||||||
Phillips 66 | Gold Line/Medford Predecessor | Bayway/Ferndale Predecessor | Consolidated | ||||||||||
Partners LP | Results | ||||||||||||
(As previously | |||||||||||||
reported on | |||||||||||||
Form 10-K filed on | |||||||||||||
2/21/2014) | |||||||||||||
Consolidated Statement of Income | |||||||||||||
Revenues | |||||||||||||
Transportation and terminaling services—related parties | $ | 106.4 | 75.5 | — | 181.9 | ||||||||
Transportation and terminaling services—third parties | 0.2 | 4.9 | — | 5.1 | |||||||||
Other income | 0.2 | — | — | 0.2 | |||||||||
Total revenues | 106.8 | 80.4 | — | 187.2 | |||||||||
Costs and Expenses | |||||||||||||
Operating and maintenance expenses | 27.4 | 23.8 | 1 | 52.2 | |||||||||
Depreciation | 6.2 | 8.1 | — | 14.3 | |||||||||
General and administrative expenses | 10 | 6.5 | 1.9 | 18.4 | |||||||||
Taxes other than income taxes | 1.7 | 3 | 0.1 | 4.8 | |||||||||
Interest and debt expense | 0.3 | — | — | 0.3 | |||||||||
Total costs and expenses | 45.6 | 41.4 | 3 | 90 | |||||||||
Income before income taxes | 61.2 | 39 | (3.0 | ) | 97.2 | ||||||||
Provision for income taxes | 0.5 | — | — | 0.5 | |||||||||
Net Income | 60.7 | 39 | (3.0 | ) | 96.7 | ||||||||
Less: Net income attributable to predecessors | 31.8 | 39 | (3.0 | ) | 67.8 | ||||||||
Net Income Attributable to the Partnership | $ | 28.9 | — | — | 28.9 | ||||||||
Millions of Dollars | |||||||||||||
Year Ended December 31, 2012 | |||||||||||||
Phillips 66 | Gold Line/Medford Predecessor | Bayway/Ferndale Predecessor | Consolidated | ||||||||||
Partners LP | Results | ||||||||||||
(As previously | |||||||||||||
reported on | |||||||||||||
Form 10-K filed on | |||||||||||||
2/21/2014) | |||||||||||||
Consolidated Statement of Income | |||||||||||||
Revenues | |||||||||||||
Transportation and terminaling services—related parties | $ | 79.7 | 62.1 | — | 141.8 | ||||||||
Transportation and terminaling services—third parties | 0.4 | 3.1 | — | 3.5 | |||||||||
Total revenues | 80.1 | 65.2 | — | 145.3 | |||||||||
Costs and Expenses | |||||||||||||
Operating and maintenance expenses | 22.9 | 29.5 | 1.7 | 54.1 | |||||||||
Depreciation | 6.6 | 7 | — | 13.6 | |||||||||
General and administrative expenses | 7.8 | 5.6 | 0.3 | 13.7 | |||||||||
Taxes other than income taxes | 1.4 | 3 | — | 4.4 | |||||||||
Other expenses | — | 0.1 | — | 0.1 | |||||||||
Total costs and expenses | 38.7 | 45.2 | 2 | 85.9 | |||||||||
Income before income taxes | 41.4 | 20 | (2.0 | ) | 59.4 | ||||||||
Provision for income taxes | 0.3 | — | — | 0.3 | |||||||||
Net Income | 41.1 | 20 | (2.0 | ) | 59.1 | ||||||||
Less: Net income attributable to predecessors | 41.1 | 20 | (2.0 | ) | 59.1 | ||||||||
Net Income Attributable to the Partnership | $ | — | — | — | — | ||||||||
Millions of Dollars | |||||||||||||
Year Ended December 31, 2013 | |||||||||||||
Phillips 66 | Gold Line/Medford Predecessor | Bayway/Ferndale Predecessor | Consolidated | ||||||||||
Partners LP | Results | ||||||||||||
(As previously | |||||||||||||
reported on | |||||||||||||
Form 10-K filed on | |||||||||||||
2/21/2014) | |||||||||||||
Consolidated Balance Sheet | |||||||||||||
Assets | |||||||||||||
Cash and cash equivalents | $ | 425.1 | — | — | 425.1 | ||||||||
Accounts receivable—related parties | 11.3 | — | — | 11.3 | |||||||||
Accounts receivable—third parties | 0.1 | 0.5 | — | 0.6 | |||||||||
Materials and supplies | 0.6 | 1.4 | — | 2 | |||||||||
Other current assets | 2.3 | — | — | 2.3 | |||||||||
Total Current Assets | 439.4 | 1.9 | — | 441.3 | |||||||||
Net properties, plants and equipment | 135.9 | 135.3 | 53.9 | 325.1 | |||||||||
Goodwill | 2.5 | — | — | 2.5 | |||||||||
Deferred rentals—related parties | 6.4 | — | — | 6.4 | |||||||||
Total Assets | $ | 584.2 | 137.2 | 53.9 | 775.3 | ||||||||
Liabilities | |||||||||||||
Accounts payable—related parties | $ | 5.2 | — | — | 5.2 | ||||||||
Accounts payable—third parties | 3 | 5 | 9.3 | 17.3 | |||||||||
Payroll and benefits payable | — | 0.1 | 0.1 | 0.2 | |||||||||
Accrued property and other taxes | 1 | 1.3 | — | 2.3 | |||||||||
Current portion of accrued environmental costs | — | 2 | — | 2 | |||||||||
Other current liabilities | 0.4 | — | — | 0.4 | |||||||||
Total Current Liabilities | 9.6 | 8.4 | 9.4 | 27.4 | |||||||||
Asset retirement obligations | 0.4 | 2 | — | 2.4 | |||||||||
Accrued environmental costs | — | 1.4 | — | 1.4 | |||||||||
Deferred income taxes | 0.1 | — | — | 0.1 | |||||||||
Total Liabilities | 10.1 | 11.8 | 9.4 | 31.3 | |||||||||
Equity | |||||||||||||
Net investment—predecessors | — | 125.4 | 44.5 | 169.9 | |||||||||
Common unitholders—public | 409.1 | — | — | 409.1 | |||||||||
Common unitholder—Phillips 66 | 48.6 | — | — | 48.6 | |||||||||
Subordinated unitholder—Phillips 66 | 104.9 | — | — | 104.9 | |||||||||
General partner—Phillips 66 | 11.5 | — | — | 11.5 | |||||||||
Total Equity | 574.1 | 125.4 | 44.5 | 744 | |||||||||
Total Liabilities and Equity | $ | 584.2 | 137.2 | 53.9 | 775.3 | ||||||||
Properties_Plants_and_Equipmen1
Properties, Plants and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Summary of Property, Plant and Equipment | Our investment in PP&E, with the associated accumulated depreciation, at December 31 was: | ||||||||
Estimated Useful Lives | Millions of Dollars | ||||||||
2014 | 2013* | ||||||||
Cost: | |||||||||
Land | $ | 17.4 | 6 | ||||||
Buildings and improvements | 3 to 30 years | 27.3 | 15.6 | ||||||
Pipelines and related assets | 10 to 45 years | 165 | 150.7 | ||||||
Terminals and related assets | 25 to 45 years | 334.7 | 286.5 | ||||||
Rail racks and related assets | 33 years | 133.5 | — | ||||||
Construction-in-progress | 54.5 | 95.9 | |||||||
Gross PP&E | 732.4 | 554.7 | |||||||
Less: accumulated depreciation | (247.3 | ) | (229.6 | ) | |||||
Net PP&E | $ | 485.1 | 325.1 | ||||||
*Prior-period financial information has been retrospectively adjusted for the acquisition of the Bayway and Ferndale rail racks. |
Assets_Retirement_Obligations_1
Assets Retirement Obligations and Accrued Environmental Costs (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Assets Retirement Obligations and Accrued Environmental Costs [Abstract] | |||||||
Schedule of Asset Retirement Obligations and Accrual for Environmental Costs | Asset retirement obligations and accrued environmental costs at December 31 were: | ||||||
Millions of Dollars | |||||||
2014 | 2013 | ||||||
Asset retirement obligations | $ | 3.5 | 2.4 | ||||
Accrued environmental costs | — | 3.4 | |||||
Total asset retirement obligations and accrued environmental costs | 3.5 | 5.8 | |||||
Asset retirement obligations and accrued environmental costs due within one year | — | (2.0 | ) | ||||
Long-term asset retirement obligations and accrued environmental costs | $ | 3.5 | 3.8 | ||||
Schedule of Change in Asset Retirement Obligation | During 2014 and 2013, our overall asset retirement obligations changed as follows: | ||||||
Millions of Dollars | |||||||
2014 | 2013 | ||||||
Balance at January 1 | $ | 2.4 | 2 | ||||
Accretion of discount | 0.1 | — | |||||
New obligations* | 1 | — | |||||
Changes in estimates of existing obligations | — | 0.4 | |||||
Balance at December 31 | $ | 3.5 | 2.4 | ||||
Net_Income_Per_Limited_Partner1
Net Income Per Limited Partner Unit (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Partners' Capital Notes [Abstract] | |||||||||||
Schedule of Distributions Declared, Partners Interest in Partnership Net Income and Net Income per Unit by Class | |||||||||||
Millions of Dollars | |||||||||||
2014 | 2013 | ||||||||||
Net income attributable to the Partnership | $ | 116 | 28.9 | ||||||||
Less: General partner’s distributions declared (including IDRs)* | 7.9 | 0.5 | |||||||||
Limited partners’ distributions declared on common units* | 48.1 | 13.4 | |||||||||
Limited partner’s distributions declared on subordinated units* | 43.4 | 13.4 | |||||||||
Distributions less than net income attributable to the Partnership | $ | 16.6 | 1.6 | ||||||||
*Distributions declared are attributable to the indicated periods. | |||||||||||
2014 | |||||||||||
General Partner (including IDRs) | Limited Partners’ Common Units | Limited Partner’s Subordinated Units | Total | ||||||||
Net income attributable to the Partnership (millions of dollars): | |||||||||||
Distributions declared | $ | 7.9 | 48.1 | 43.4 | 99.4 | ||||||
Distributions less than net income attributable to the Partnership | 0.4 | 8.4 | 7.8 | 16.6 | |||||||
Net income attributable to the Partnership | $ | 8.3 | 56.5 | 51.2 | 116 | ||||||
Weighted average units outstanding: | |||||||||||
Basic | 1,499,704 | 38,268,371 | 35,217,112 | 74,985,187 | |||||||
Diluted | 1,499,704 | 38,268,371 | 35,217,112 | 74,985,187 | |||||||
Net income per limited partner unit (dollars): | |||||||||||
Basic | $ | 1.48 | 1.45 | ||||||||
Diluted | 1.48 | 1.45 | |||||||||
2013 | |||||||||||
General Partner (including IDRs) | Limited Partners’ Common Units | Limited Partner’s Subordinated Units | Total | ||||||||
Net income attributable to the Partnership (millions of dollars): | |||||||||||
Distributions declared | $ | 0.5 | 13.4 | 13.4 | 27.3 | ||||||
Distributions less than net income attributable to the Partnership | 0.1 | 0.7 | 0.8 | 1.6 | |||||||
Net income attributable to the Partnership | $ | 0.6 | 14.1 | 14.2 | 28.9 | ||||||
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 (dollars): | |||||||||||
Basic | $ | 0.4 | 0.4 | ||||||||
Diluted | 0.4 | 0.4 | |||||||||
On January 21, 2015, the Board of Directors of our General Partner declared a quarterly cash distribution of $0.34 per limited partner unit which, combined with distributions to our General Partner, will result in total distributions of $29.1 million attributable to the fourth quarter of 2014. This distribution is payable February 13, 2015, to unitholders of record as of February 4, 2015. |
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Debt Disclosure [Abstract] | |||||||
Schedule of Debt [Table Text Block] | Long-term debt at December 31 was: | ||||||
Millions of Dollars | |||||||
2014 | 2013 | ||||||
Revolving credit facility due 2019 at 1.3% at year-end 2014 | $ | 18 | — | ||||
Note payable to Phillips 66 due 2019 at 3.0% at year-end 2014 | 160 | — | |||||
Note payable to Phillips 66 due 2019 at 3.1% at year-end 2014 | 244 | — | |||||
Note payable to Phillips 66 due 2019 at 2.9% at year-end 2014 | 7.6 | — | |||||
Total debt | 429.6 | — | |||||
Short-term debt | — | — | |||||
Long-term debt | $ | 429.6 | — | ||||
Leases_Tables
Leases (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Leases [Abstract] | ||||
Schedule of Esimated Future Minimum Rental Income | As of December 31, 2014, future minimum payments to be received related to these agreements were estimated to be: | |||
Millions of Dollars | ||||
2015 | $ | 211 | ||
2016 | 211.5 | |||
2017 | 211 | |||
2018 | 192.3 | |||
2019 | 162.4 | |||
2020 and thereafter | 753.6 | |||
Total | $ | 1,741.80 | ||
Schedule of Future Minimum Payments for Operating Leases | The future minimum lease payments as of December 31, 2014, for the operating lease obligation were: | |||
Millions of Dollars | ||||
2015 | $ | 1.9 | ||
2016 | 1.9 | |||
2017 | 1.9 | |||
2018 | 1.9 | |||
2019 | 1.9 | |||
Remaining years | 64.9 | |||
Total minimum lease payments | $ | 74.4 | ||
Income_Taxes_Income_Taxes_Tabl
Income Taxes Income Taxes (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Income Tax Disclosure [Abstract] | ||||||||||
Summary of Income Taxes | Income taxes charged to income were: | |||||||||
Millions of Dollars | ||||||||||
2014 | 2013 | 2012 | ||||||||
Current | $ | 0.5 | 0.4 | 0.3 | ||||||
Deferred | 0.3 | 0.1 | — | |||||||
Total | $ | 0.8 | 0.5 | 0.3 | ||||||
Cash_Flow_Information_Tables
Cash Flow Information (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Supplemental Cash Flow Information [Abstract] | ||||||||||
Summary of Capital Expenditures, Noncash Investing and Finaning Activities and Cash Payments | ||||||||||
Millions of Dollars | ||||||||||
2014 | 2013* | 2012* | ||||||||
Capital Expenditures | ||||||||||
Capital expenditures attributable to predecessors | $ | 90.8 | 84.1 | 34.2 | ||||||
Capital expenditures attributable to the Partnership | 66.1 | 3.9 | — | |||||||
Total capital expenditures | $ | 156.9 | 88 | 34.2 | ||||||
*Prior-period financial information has been retrospectively adjusted for the acquisition of the Bayway and Ferndale rail racks. | ||||||||||
Millions of Dollars | ||||||||||
2014 | 2013 | 2012 | ||||||||
Noncash Investing and Financing Activities | ||||||||||
Certain liabilities of the Acquired Assets retained by Phillips 66(1) | $ | 14.8 | — | — | ||||||
Notes payable assumed associated with the Acquisitions(2) | 411.6 | — | — | |||||||
Cash Payments | ||||||||||
Interest and debt expense | $ | 3.3 | 0.3 | — | ||||||
Income taxes(3) | 0.2 | — | — | |||||||
(1)Certain liabilities of the Acquired Assets were retained by Phillips 66, pursuant to the terms of various agreements under which we acquired assets from Phillips 66 since the Offering. See Note 11—Contingencies for additional information on these excluded liabilities associated with the Acquired Assets. | ||||||||||
(2)See Note 10—Debt for additional information. | ||||||||||
(3)Excludes our share of cash tax payments made directly by Phillips 66 prior to the Offering and the Acquisitions in respect of the Acquired Assets. |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Related Party Transactions [Abstract] | ||||||||||
Summary of Related Party Charges | Significant related-party transactions included in operating and maintenance expenses, general and administrative expenses, and interest and debt expense were: | |||||||||
Millions of Dollars | ||||||||||
2014 | 2013* | 2012* | ||||||||
Operating and maintenance expenses | $ | 30.8 | 24.6 | 22.5 | ||||||
General and administrative expenses | 21.2 | 18.3 | 13.6 | |||||||
Interest and debt expense | 4.7 | — | — | |||||||
Total | $ | 56.7 | 42.9 | 36.1 | ||||||
Business_and_Basis_of_Presenta1
Business and Basis of Presentation (Narrative) (Details) | 12 Months Ended | |||
Dec. 31, 2014 | Nov. 30, 2014 | Dec. 02, 2014 | Dec. 05, 2014 | |
joint_venture | transaction | transaction | ||
Number of rail racks | 2 | |||
Number of storage spheres | 2 | |||
Number of projects | 3 | |||
Paradigm | ||||
Number of joint ventures | 2 | |||
Phillips 66 [Member] | ||||
Number of refineries wholly owned or jointly owned by Phillips 66 | 7 | |||
Majority Shareholder [Member] | Bayway Ferndale Cross-Channel Acquisition [Member] | Phillips 66 [Member] | ||||
Number of transactions | 2 | |||
Majority Shareholder [Member] | Palermo Rail Terminal Project [Member] | Phillips 66 [Member] | ||||
Number of transactions | 2 | |||
Crude Oil Pipeline, Terminal And Storage Facilities [Member] | ||||
Number of systems | 1 | |||
Refined Petroleum Products Pipeline [Member] | ||||
Number of systems | 3 |
Summary_of_Significant_Accouti2
Summary of Significant Accouting Policies Summary of Significant Accounting Policies (Narrative) (Details) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Summary of Significant Accounting Policies (Narrative) [Abstract] | |
Deferred revenues—related parties | $0.60 |
Acquisitions_Schedule_of_Resul
Acquisitions (Schedule of Results of Operations Giving Effect to Acquisitions) (Details) (USD $) | 12 Months Ended | |||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||
Revenues | ||||||||
Transportation and terminaling services—related parties | $222.90 | $181.90 | [1] | |||||
Transportation and terminaling services—third parties | 6.1 | 5.1 | [1] | |||||
Other income | 0.1 | 0.2 | [1] | |||||
Total revenues | 229.1 | 187.2 | [1] | |||||
Costs and Expenses | ||||||||
Operating and maintenance expenses | 52.5 | 52.2 | [1] | |||||
Depreciation | 16.2 | 14.3 | [1] | |||||
General and administrative expenses | 25.6 | 18.4 | [1] | |||||
Taxes other than income taxes | 4.2 | 4.8 | [1] | |||||
Interest and debt expense | 5.3 | 0.3 | [1] | |||||
Other expenses | 0.1 | |||||||
Total costs and expenses | 103.9 | 90 | [1] | |||||
Income before income taxes | 125.2 | 97.2 | [1] | |||||
Provision for income taxes | 0.8 | 0.5 | [1] | |||||
Net income | 124.4 | 96.7 | [1] | |||||
Net income attributable to predecessors | 8.4 | [1] | 67.8 | [1] | 41.1 | |||
Net income attributable to the Partnership | 116 | [1] | 28.9 | [1] | ||||
Assets, Current [Abstract] | ||||||||
Cash and cash equivalents | 8.3 | 425.1 | [1] | |||||
Accounts receivable—related parties | 21.5 | 11.3 | [1] | |||||
Accounts receivable—third parties | 1.5 | 0.6 | [1] | |||||
Materials and supplies | 2.2 | 2 | [1] | |||||
Other current assets | 2.7 | 2.3 | [1] | |||||
Total Current Assets | 36.2 | 441.3 | [1] | |||||
Net properties, plants and equipment | 485.1 | 325.1 | [1] | |||||
Goodwill | 2.5 | 2.5 | [1] | |||||
Deferred rentals—related parties | 5.9 | 6.4 | [1] | |||||
Total Assets | 539.5 | 775.3 | [1] | |||||
Liabilities, Current [Abstract] | ||||||||
Accounts payable—related parties | 18 | 5.2 | [1] | |||||
Accounts payable—third parties | 10.2 | 17.3 | [1] | |||||
Payroll and benefits payable | 0.2 | [1] | ||||||
Accrued property and other taxes | 2.7 | 2.3 | [1] | |||||
Current portion of accrued environmental costs | 2 | [1] | ||||||
Other current liabilities | 0.3 | 0.4 | [1] | |||||
Total Current Liabilities | 33.7 | 27.4 | [1] | |||||
Asset retirement obligations | 3.5 | 2.4 | [1] | |||||
Accrued environmental costs | 1.4 | [1] | ||||||
Deferred income taxes | 0.1 | |||||||
Total Liabilities | 467.3 | 31.3 | [1] | |||||
Equity [Abstract] | ||||||||
General partner—Phillips 66 | -517 | 11.5 | [1] | |||||
Total Equity | 72.2 | [1] | 744 | [1] | ||||
Total Liabilities and Equity | 539.5 | 775.3 | [1] | |||||
Phillips 66 [Member] | ||||||||
Equity [Abstract] | ||||||||
Net investment-predecessors | 169.9 | [1] | ||||||
Public [Member] | Common Units [Member] | ||||||||
Costs and Expenses | ||||||||
Net income attributable to the Partnership | 27.4 | 7.6 | ||||||
Equity [Abstract] | ||||||||
Unitholders | 415.3 | 409.1 | [1] | |||||
Total Equity | 415.3 | 409.1 | ||||||
Non-public [Member] | Common Units [Member] | Phillips 66 [Member] | ||||||||
Costs and Expenses | ||||||||
Net income attributable to the Partnership | 29.1 | 6.5 | ||||||
Equity [Abstract] | ||||||||
Unitholders | 57.1 | 48.6 | [1] | |||||
Total Equity | 57.1 | 48.6 | ||||||
Non-public [Member] | Subordinated Units [Member] | Phillips 66 [Member] | ||||||||
Costs and Expenses | ||||||||
Net income attributable to the Partnership | 51.2 | 14.2 | ||||||
Equity [Abstract] | ||||||||
Unitholders | 116.8 | 104.9 | [1] | |||||
Total Equity | 116.8 | 104.9 | ||||||
Phillips 66 Partners LP [Member] | ||||||||
Revenues | ||||||||
Transportation and terminaling services—related parties | 203.5 | [2] | 106.4 | 79.7 | ||||
Transportation and terminaling services—third parties | 5.4 | [2] | 0.2 | 0.4 | ||||
Other income | 0.1 | [2] | 0.2 | |||||
Total revenues | 209 | [2] | 106.8 | 80.1 | ||||
Costs and Expenses | ||||||||
Operating and maintenance expenses | 47 | [2] | 27.4 | 22.9 | ||||
Depreciation | 14.3 | [2] | 6.2 | 6.6 | ||||
General and administrative expenses | 21.9 | [2] | 10 | 7.8 | ||||
Taxes other than income taxes | 3.6 | [2] | 1.7 | 1.4 | ||||
Interest and debt expense | 5.3 | [2] | 0.3 | |||||
Other expenses | 0.1 | [2] | ||||||
Total costs and expenses | 92.2 | [2] | 45.6 | 38.7 | ||||
Income before income taxes | 116.8 | [2] | 61.2 | 41.4 | ||||
Provision for income taxes | 0.8 | [2] | 0.5 | 0.3 | ||||
Net income | 116 | [2] | 60.7 | 41.1 | ||||
Net income attributable to predecessors | 31.8 | |||||||
Net income attributable to the Partnership | 116 | [2] | 28.9 | |||||
Assets, Current [Abstract] | ||||||||
Cash and cash equivalents | 425.1 | |||||||
Accounts receivable—related parties | 11.3 | |||||||
Accounts receivable—third parties | 0.1 | |||||||
Materials and supplies | 0.6 | |||||||
Other current assets | 2.3 | |||||||
Total Current Assets | 439.4 | |||||||
Net properties, plants and equipment | 135.9 | |||||||
Goodwill | 2.5 | |||||||
Deferred rentals—related parties | 6.4 | |||||||
Total Assets | 584.2 | |||||||
Liabilities, Current [Abstract] | ||||||||
Accounts payable—related parties | 5.2 | |||||||
Accounts payable—third parties | 3 | |||||||
Accrued property and other taxes | 1 | |||||||
Other current liabilities | 0.4 | |||||||
Total Current Liabilities | 9.6 | |||||||
Asset retirement obligations | 0.4 | |||||||
Deferred income taxes | 0.1 | |||||||
Total Liabilities | 10.1 | |||||||
Equity [Abstract] | ||||||||
General partner—Phillips 66 | 11.5 | |||||||
Total Equity | 574.1 | |||||||
Total Liabilities and Equity | 584.2 | |||||||
Phillips 66 Partners LP [Member] | Public [Member] | Common Units [Member] | ||||||||
Equity [Abstract] | ||||||||
Unitholders | 409.1 | |||||||
Phillips 66 Partners LP [Member] | Non-public [Member] | Common Units [Member] | Phillips 66 [Member] | ||||||||
Equity [Abstract] | ||||||||
Unitholders | 48.6 | |||||||
Phillips 66 Partners LP [Member] | Non-public [Member] | Subordinated Units [Member] | Phillips 66 [Member] | ||||||||
Equity [Abstract] | ||||||||
Unitholders | 104.9 | |||||||
Acquisitions Predecessor [Member] | Gold Line/Medford Acquisition [Member] | Phillips 66 [Member] | Phillips 66 [Member] | ||||||||
Revenues | ||||||||
Transportation and terminaling services—related parties | 15.2 | [3] | 75.5 | 62.1 | ||||
Transportation and terminaling services—third parties | 0.7 | [3] | 4.9 | 3.1 | ||||
Total revenues | 15.9 | [3] | 80.4 | 65.2 | ||||
Costs and Expenses | ||||||||
Operating and maintenance expenses | 3.3 | [3] | 23.8 | 29.5 | ||||
Depreciation | 1.2 | [3] | 8.1 | 7 | ||||
General and administrative expenses | 1.1 | [3] | 6.5 | 5.6 | ||||
Taxes other than income taxes | 0.6 | [3] | 3 | 3 | ||||
Other expenses | 0.1 | |||||||
Total costs and expenses | 6.2 | [3] | 41.4 | 45.2 | ||||
Income before income taxes | 9.7 | [3] | 39 | 20 | ||||
Net income | 9.7 | [3] | 39 | 20 | ||||
Net income attributable to predecessors | 9.7 | [3] | 39 | 20 | ||||
Assets, Current [Abstract] | ||||||||
Accounts receivable—third parties | 0.5 | |||||||
Materials and supplies | 1.4 | |||||||
Total Current Assets | 1.9 | |||||||
Net properties, plants and equipment | 135.3 | |||||||
Total Assets | 137.2 | |||||||
Liabilities, Current [Abstract] | ||||||||
Accounts payable—third parties | 5 | |||||||
Payroll and benefits payable | 0.1 | |||||||
Accrued property and other taxes | 1.3 | |||||||
Current portion of accrued environmental costs | 2 | |||||||
Total Current Liabilities | 8.4 | |||||||
Asset retirement obligations | 2 | |||||||
Accrued environmental costs | 1.4 | |||||||
Total Liabilities | 11.8 | |||||||
Equity [Abstract] | ||||||||
Net investment-predecessors | 125.4 | |||||||
Total Equity | 125.4 | |||||||
Total Liabilities and Equity | 137.2 | |||||||
Acquisitions Predecessor [Member] | Phillips66BaywayAndFerndaleRailRacks [Member] | Phillips 66 [Member] | Phillips 66 [Member] | ||||||||
Revenues | ||||||||
Transportation and terminaling services—related parties | 4.2 | [4] | ||||||
Total revenues | 4.2 | [4] | ||||||
Costs and Expenses | ||||||||
Operating and maintenance expenses | 2.2 | [4] | 1 | 1.7 | ||||
Depreciation | 0.7 | [4] | ||||||
General and administrative expenses | 2.6 | [4] | 1.9 | 0.3 | ||||
Taxes other than income taxes | 0.1 | |||||||
Total costs and expenses | 5.5 | [4] | 3 | 2 | ||||
Income before income taxes | -1.3 | [4] | -3 | -2 | ||||
Net income | -1.3 | [4] | -3 | -2 | ||||
Net income attributable to predecessors | -1.3 | [4] | -3 | -2 | ||||
Assets, Current [Abstract] | ||||||||
Net properties, plants and equipment | 53.9 | |||||||
Total Assets | 53.9 | |||||||
Liabilities, Current [Abstract] | ||||||||
Accounts payable—third parties | 9.3 | |||||||
Payroll and benefits payable | 0.1 | |||||||
Total Current Liabilities | 9.4 | |||||||
Total Liabilities | 9.4 | |||||||
Equity [Abstract] | ||||||||
Net investment-predecessors | 44.5 | |||||||
Total Equity | 44.5 | |||||||
Total Liabilities and Equity | 53.9 | |||||||
Predecessor [Member] | ||||||||
Revenues | ||||||||
Transportation and terminaling services—related parties | 141.8 | [1] | ||||||
Transportation and terminaling services—third parties | 3.5 | [1] | ||||||
Total revenues | 145.3 | [1] | ||||||
Costs and Expenses | ||||||||
Operating and maintenance expenses | 54.1 | [1] | ||||||
Depreciation | 13.6 | [1] | ||||||
General and administrative expenses | 13.7 | [1] | ||||||
Taxes other than income taxes | 4.4 | [1] | ||||||
Other expenses | 0.1 | [1] | ||||||
Total costs and expenses | 85.9 | [1] | ||||||
Income before income taxes | 59.4 | [1] | ||||||
Provision for income taxes | 0.3 | [1] | ||||||
Net income | 59.1 | [1],[5] | ||||||
Net income attributable to predecessors | 59.1 | [1] | ||||||
Equity [Abstract] | ||||||||
Total Equity | $242.40 | [1] | $224.90 | [1] | ||||
[1] | Prior-period financial information has been retrospectively adjusted for the acquisition of the Bayway and Ferndale rail racks. | |||||||
[2] | Includes the consolidated results of the Acquired Assets after the effective date of each acquisition. | |||||||
[3] | Combined results of the Gold Line/Medford Assets prior to the effective date of the acquisition. | |||||||
[4] | Combined results of the Bayway/Ferndale rail racks prior to the effective date of the acquisition. | |||||||
[5] | Certain liabilities of the Acquired Assets were retained by Phillips 66, pursuant to the terms of various agreements under which we acquired assets from Phillips 66 since the Offering. See Note 11—Contingencies for additional information on these excluded liabilities associated with the Acquired Assets. |
Acquisitions_Narrative_Details
Acquisitions (Narrative) (Details) (USD $) | 1 Months Ended | 2 Months Ended | 11 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Oct. 31, 2014 | Mar. 01, 2014 | Dec. 02, 2014 | Dec. 31, 2013 |
Statement [Line Items] | |||||
Number of general partner units owned by Phillips 66 | 1,531,518 | 1,437,433 | |||
Phillips 66 [Member] | |||||
Statement [Line Items] | |||||
General partner interest, percent | 2.00% | 2.00% | 2.00% | ||
Number of general partner units owned by Phillips 66 | 1,531,518 | ||||
Phillips 66 [Member] | Phillips 66 [Member] | |||||
Statement [Line Items] | |||||
Limited partner ownership interest, percent | 73.30% | ||||
Common Units [Member] | Phillips 66 [Member] | Phillips 66 [Member] | |||||
Statement [Line Items] | |||||
Number of units owned by Phillips 66 | 20,938,498 | ||||
Subordinated Units [Member] | Phillips 66 [Member] | Phillips 66 [Member] | |||||
Statement [Line Items] | |||||
Number of units owned by Phillips 66 | 35,217,112 | ||||
BaywayFerndaleCrossChannelAssets [Member] | Phillips 66 [Member] | Phillips 66 [Member] | |||||
Statement [Line Items] | |||||
Cash consideration | $7 | ||||
Gold Line/Medford Acquisition [Member] | Phillips 66 [Member] | Phillips 66 [Member] | |||||
Statement [Line Items] | |||||
Total consideration | 700 | ||||
Cash consideration | 400 | ||||
Aggregate fair value of units issued for assets acquired | 140 | ||||
Assumption of a note payable to a subsidiary of Phillips 66 | 160 | ||||
Transaction costs | 1.8 | ||||
Historical carrying value of assets transferred | 138 | ||||
Gold Line/Medford Acquisition [Member] | Common Units [Member] | Phillips 66 [Member] | Phillips 66 [Member] | |||||
Statement [Line Items] | |||||
Number of units issued | 3,530,595 | ||||
Bayway Ferndale Cross-Channel Acquisition [Member] | Phillips 66 [Member] | |||||
Statement [Line Items] | |||||
Aggregate fair value of units issued for assets acquired | 68 | ||||
Bayway Ferndale Cross-Channel Acquisition [Member] | Phillips 66 [Member] | Phillips 66 [Member] | |||||
Statement [Line Items] | |||||
Total consideration | 340 | ||||
Cash consideration | 28 | 28 | |||
Assumption of a note payable to a subsidiary of Phillips 66 | 244 | ||||
Transaction costs | 0.7 | ||||
Bayway Ferndale Cross-Channel Acquisition [Member] | Common Units [Member] | Phillips 66 [Member] | Phillips 66 [Member] | |||||
Statement [Line Items] | |||||
Number of units issued | 1,066,412 | ||||
Palermo Rail Terminal Project [Member] | Phillips 66 [Member] | Phillips 66 [Member] | |||||
Statement [Line Items] | |||||
Cash consideration | 26.5 | 28 | |||
Historical carrying value of assets transferred | 41.6 | ||||
Palermo Rail Terminal Project Interest [Member] | Phillips 66 [Member] | Phillips 66 [Member] | |||||
Statement [Line Items] | |||||
Total consideration | 8.4 | ||||
Aggregate fair value of units issued for assets acquired | 0.8 | ||||
Assumption of a note payable to a subsidiary of Phillips 66 | 7.6 | ||||
Palermo Rail Terminal Project Interest [Member] | Common Units [Member] | Phillips 66 [Member] | Phillips 66 [Member] | |||||
Statement [Line Items] | |||||
Number of units issued | 13,129 | ||||
Eagle Ford Gathering System Project [Member] | Phillips 66 [Member] | Phillips 66 [Member] | |||||
Statement [Line Items] | |||||
Total consideration | 11.8 | ||||
Cash consideration | 5.5 | 5.5 | |||
Assumption of a note payable to a subsidiary of Phillips 66 | 6.3 | ||||
BaywayAndFerndaleRailRacks [Member] | Phillips 66 [Member] | Phillips 66 [Member] | |||||
Statement [Line Items] | |||||
Historical carrying value of assets transferred | 142.8 | ||||
General Partner Units [Member] | Gold Line/Medford Acquisition [Member] | Phillips 66 [Member] | |||||
Statement [Line Items] | |||||
Number of units issued | 72,053 | ||||
General Partner Units [Member] | Bayway Ferndale Cross-Channel Acquisition [Member] | Phillips 66 [Member] | |||||
Statement [Line Items] | |||||
Number of units issued | 21,764 | ||||
General Partner Units [Member] | Palermo Rail Terminal Project Interest [Member] | Phillips 66 [Member] | |||||
Statement [Line Items] | |||||
Number of units issued | 268 |
Major_Customer_and_Concentrati1
Major Customer and Concentration of Credit Risk (Narrative)(Details) (Phillips 66 [Member], Sales Revenue, Services, Net [Member], Customer Concentration Risk [Member]) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 95.00% | 94.00% | |
Predecessor [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 95.00% |
Properties_Plants_and_Equipmen2
Properties, Plants and Equipment (Summary of Properties, Plants and Equipment)(Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Gross PP&E | $732.40 | $554.70 | [1] |
Less: accumulated depreciation | -247.3 | -229.6 | [1] |
Net PP&E | 485.1 | 325.1 | [1] |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross PP&E | 17.4 | 6 | [1] |
Building and Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross PP&E | 27.3 | 15.6 | [1] |
Pipelines and Related Assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross PP&E | 165 | 150.7 | [1] |
Terminals and storage facilities [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross PP&E | 334.7 | 286.5 | [1] |
Rail Racks And Related Assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives | 33 years | ||
Gross PP&E | 133.5 | ||
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross PP&E | $54.50 | $95.90 | [1] |
Minimum [Member] | Building and Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives | 3 years | ||
Minimum [Member] | Pipelines and Related Assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives | 10 years | ||
Minimum [Member] | Terminals and storage facilities [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives | 25 years | ||
Maximum [Member] | Building and Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives | 30 years | ||
Maximum [Member] | Pipelines and Related Assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives | 45 years | ||
Maximum [Member] | Terminals and storage facilities [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives | 45 years | ||
[1] | Prior-period financial information has been retrospectively adjusted for the acquisition of the Bayway and Ferndale rail racks. |
Goodwill_and_Intangibles_Narra
Goodwill and Intangibles (Narrative) (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Goodwill | ||||
Impairment in the carrying value of goodwill | $0 | $0 | ||
Goodwill | 2,500,000 | 2,500,000 | [1] | |
Indefinite-lived intangible asset pertaining to a construction permit | 8,400,000 | |||
Amortized intangible assets | 0 | |||
Construction Permits [Member] | ||||
Goodwill | ||||
Indefinite-lived intangible asset pertaining to a construction permit | 8,400,000 | |||
Predecessor [Member] | ||||
Goodwill | ||||
Impairment in the carrying value of goodwill | $0 | |||
[1] | Prior-period financial information has been retrospectively adjusted for the acquisition of the Bayway and Ferndale rail racks. |
Asset_Retirement_Obligations_a
Asset Retirement Obligations and Accrued Environmental Costs (Summary of Asset Retirement Obligations and Accrued Environmental Costs) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | |||
Asset Retirement Obligations and Accrued Environmental Costs [Abstract] | |||
Asset retirement obligations | $3.50 | $2.40 | $2 |
Accrued environmental costs | 3.4 | ||
Total asset retirement obligations and accrued environmental costs | 3.5 | 5.8 | |
Asset retirement obligations and accrued environmental costs due within one year | -2 | ||
Long-term asset retirement obligations and accrued environmental costs | $3.50 | $3.80 |
Asset_Retirement_Obligations_a1
Asset Retirement Obligations and Accrued Environmental Costs (Schedule of Change in Asset Retirement Obligation) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Balance at January 1 | $2.40 | $2 | |
Accretion discount | 0.1 | ||
New obligations | 1 | [1] | |
Changes in estimates of existing obligations | 0.4 | ||
Balance at December 31 | $3.50 | $2.40 | |
[1] | New obligation was associated with the newly constructed Bayway Rail Rack. |
Assets_Retirement_Obligations_2
Assets Retirement Obligations and Accrued Environmental Costs (Narrative) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current asset retirement obligations | $0 | $0 |
Total environmental accrual recorded | 3,400,000 | |
Phillips 66 [Member] | PipelineAndTerminalLocations [Member] | ||
Total environmental accrual recorded | $3,400,000 |
Net_Income_Per_Limited_Partner2
Net Income Per Limited Partner Unit (Schedule of Net Income By Class of Participating Securities) (Details) (USD $) | 12 Months Ended | |||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 21, 2015 | |||
Partners' Capital [Abstract] | ||||||
Distributions declared | $86.50 | [1] | $11.10 | $99.40 | ||
Distributions declared | 27.3 | |||||
Distributions less than net income attributable to the Partnership | 16.6 | 1.6 | ||||
Net income attributable to the Partnership | 116 | [1] | 28.9 | [1] | ||
Weighted average units outstanding, general partner, basic | 1,499,704 | 1,437,433 | ||||
Weighted average units outstanding, basic | 74,985,187 | 71,871,657 | ||||
Weighted average units outstanding, general partner, diluted | 1,499,704 | 1,437,433 | ||||
Weighted average units outstanding, diluted | 74,985,187 | 71,871,657 | ||||
Common Units [Member] | ||||||
Partners' Capital [Abstract] | ||||||
Weighted average units outstanding, limited partner, basic | 38,268,371 | 35,217,112 | ||||
Weighted average units outstanding, limited partner, diluted | 38,268,371 | 35,217,112 | ||||
Net income per limited partner unit, basic | $1.48 | $0.40 | ||||
Net income per limited partner unit, diluted | $1.48 | $0.40 | ||||
Subordinated Units [Member] | ||||||
Partners' Capital [Abstract] | ||||||
Weighted average units outstanding, limited partner, basic | 35,217,112 | 35,217,112 | ||||
Weighted average units outstanding, limited partner, diluted | 35,217,112 | 35,217,112 | ||||
Net income per limited partner unit, basic | $1.45 | $0.40 | ||||
Net income per limited partner unit, diluted | $1.45 | $0.40 | ||||
General Partner [Member] | ||||||
Partners' Capital [Abstract] | ||||||
Distributions declared | 4.6 | 0.2 | 7.9 | [2] | ||
Distributions declared | 0.5 | [2] | ||||
Distributions less than net income attributable to the Partnership | 0.4 | 0.1 | ||||
Net income attributable to the Partnership | 8.3 | 0.6 | ||||
Limited Partner [Member] | Common Units [Member] | ||||||
Partners' Capital [Abstract] | ||||||
Distributions declared | 48.1 | [2] | ||||
Distributions declared | 13.4 | [2] | ||||
Distributions less than net income attributable to the Partnership | 8.4 | 0.7 | ||||
Net income attributable to the Partnership | 56.5 | 14.1 | ||||
Limited Partner [Member] | Subordinated Units [Member] | ||||||
Partners' Capital [Abstract] | ||||||
Distributions declared | 43.4 | [2] | ||||
Distributions declared | 13.4 | [2] | ||||
Distributions less than net income attributable to the Partnership | 7.8 | 0.8 | ||||
Net income attributable to the Partnership | $51.20 | $14.20 | ||||
[1] | Prior-period financial information has been retrospectively adjusted for the acquisition of the Bayway and Ferndale rail racks. | |||||
[2] | Distributions declared are attributable to the indicated periods. |
Net_Income_Per_Limited_Partner3
Net Income Per Limited Partner Unit (Narrative) (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 21, 2015 | Jan. 21, 2015 | |
Subsequent Event [Line Items] | |||||
Total quarterly cash distribution declared | $86.50 | [1] | $11.10 | $99.40 | |
Cash Distribution [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Cash Distribution Paid Per Unit (dollars) | $0.34 | ||||
Total quarterly cash distribution declared | $29.10 | ||||
[1] | Prior-period financial information has been retrospectively adjusted for the acquisition of the Bayway and Ferndale rail racks. |
Debt_Summary_of_LongTerm_Debt_
Debt (Summary of Long-Term Debt) (Details) (USD $) | Dec. 31, 2014 |
Debt Instrument [Line Items] | |
Revolving credit facility due 2019 at 1.3% at year-end 2014 | $18,000,000 |
Total debt | 429,600,000 |
Long-term debt | 429,600,000 |
Note Payable, 160 million US, 5-year, 3 percent [Member] | |
Debt Instrument [Line Items] | |
Note payable to Phillips 66 | 160,000,000 |
Interest rate, stated percentage | 3.00% |
Note Payable, 244 million US, 5-year, 3.1 percent [Member] | |
Debt Instrument [Line Items] | |
Note payable to Phillips 66 | 244,000,000 |
Interest rate, stated percentage | 3.10% |
Note Payable, 7.6 million US, 5-year, 3 percent [Member] | |
Debt Instrument [Line Items] | |
Note payable to Phillips 66 | $7,600,000 |
Interest rate, stated percentage | 2.90% |
Line of Credit [Member] | |
Debt Instrument [Line Items] | |
Interest rate, stated percentage | 1.30% |
Debt_Narrative_Details
Debt (Narrative) (Details) (USD $) | 12 Months Ended | 2 Months Ended | 11 Months Ended | 0 Months Ended | |||||
Dec. 31, 2014 | Mar. 01, 2014 | Dec. 02, 2014 | Dec. 10, 2014 | Nov. 21, 2014 | Nov. 20, 2014 | Jul. 24, 2013 | Mar. 02, 2014 | ||
Credit Agreement | |||||||||
Amount drawn under credit agreement facility | $18,000,000 | ||||||||
Notes Payable, Noncurrent | |||||||||
Notes payable to Phillips 66 assumed as part of consideration for acquisition | 411,600,000 | [1] | |||||||
Note payable to subsidiary of Phillips 66 | 411,600,000 | ||||||||
Discount rate increase to reflect a structuring fee, in basis points | 20.00% | ||||||||
Direct or indirect percent ownership of subsidiary guarantor, percentage | 100.00% | ||||||||
Revolving Credit Agreement [Member] | |||||||||
Credit Agreement | |||||||||
Revolving credit agreement borrowing capacity | 500,000,000 | 250,000,000 | 250,000,000 | ||||||
Amount drawn under credit agreement facility | 18,000,000 | ||||||||
Maximum [Member] | Revolving Credit Agreement [Member] | |||||||||
Credit Agreement | |||||||||
Amount by which the revolving credit agreement borrowing capacity may be increased | 250,000,000 | ||||||||
Line Of Credit Facility Maximum Borrowing Capacity Under Option | 750,000,000 | ||||||||
Number or renewals available to extend the term of the credit agreement | 2 | ||||||||
Phillips 66 [Member] | Gold Line/Medford Acquisition [Member] | Note Payable, 160 million US, 5-year, 3 percent [Member] | |||||||||
Notes Payable, Noncurrent | |||||||||
Notes payable to Phillips 66 assumed as part of consideration for acquisition | 160,000,000 | ||||||||
Interest rate, stated percentage | 3.00% | ||||||||
Note payable to subsidiary of Phillips 66 | 160,000,000 | ||||||||
Phillips 66 [Member] | Bayway Ferndale Cross-Channel Acquisition [Member] | Note Payable, 244 million US, 5-year, 3.1 percent [Member] | |||||||||
Notes Payable, Noncurrent | |||||||||
Notes payable to Phillips 66 assumed as part of consideration for acquisition | 244,000,000 | ||||||||
Interest rate, stated percentage | 3.10% | ||||||||
Note payable to subsidiary of Phillips 66 | 244,000,000 | ||||||||
Fair value of note payable | 245,200,000 | ||||||||
Phillips 66 [Member] | Palermo Rail Terminal Project [Member] | Note Payable, 7.6 million US, 5-year, 3 percent [Member] | |||||||||
Notes Payable, Noncurrent | |||||||||
Notes payable to Phillips 66 assumed as part of consideration for acquisition | 7,600,000 | ||||||||
Interest rate, stated percentage | 2.90% | ||||||||
Note payable to subsidiary of Phillips 66 | 7,600,000 | ||||||||
Fair value of note payable | 7,500,000 | ||||||||
Estimate of Fair Value Measurement [Member] | Phillips 66 [Member] | Gold Line/Medford Acquisition [Member] | Note Payable, 160 million US, 5-year, 3 percent [Member] | |||||||||
Notes Payable, Noncurrent | |||||||||
Fair value of note payable | $162,700,000 | ||||||||
[1] | See Note 10—Debt for additional information. |
Contingencies_Narrative_Detail
Contingencies (Narrative) (Details) (USD $) | Dec. 31, 2013 | Jul. 24, 2013 |
In Millions, unless otherwise specified | ||
Accrued environmental costs | $3.40 | |
Losses Related To Contributed Assets Subject to a Deductible before Eligibility For Indemnification Under the Omnibus Agreement[Member] | ||
Indemnification | ||
Amount of aggregate deductible before indemification by Phillips 66 for failure to obtain certain consents, licenses and permits | 0.2 | |
Litigation Matters [Member] | Losses Related To Contributed Assets Subject to a Deductible before Eligibility For Indemnification Under the Omnibus Agreement[Member] | ||
Indemnification | ||
Aggregate deductible before indemification by Phillips 66 | 0.2 | |
Environmental Liabilities [Member] | Losses Related To Contributed Assets Subject to a Deductible before Eligibility For Indemnification Under the Omnibus Agreement[Member] | ||
Indemnification | ||
Aggregate deductible before indemification by Phillips 66 | 0.1 | |
Phillips 66 [Member] | Gold Line/Medford Acquisition [Member] | ||
Accrued environmental costs | $3.40 |
Leases_Schedule_of_Future_Mini
Leases (Schedule of Future Minimum Operating Lease Income) (Details) (Phillips 66 [Member], USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Phillips 66 [Member] | |
Future Minimum Payments to be Received | |
2015 | $211 |
2016 | 211.5 |
2017 | 211 |
2018 | 192.3 |
2019 | 162.4 |
2020 and thereafter | 753.6 |
Total | $1,741.80 |
Leases_Schedule_of_Future_Mini1
Leases Schedule of Future Minimum Payments for Operating Leases (Details) (Phillips 66 [Member], USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Phillips 66 [Member] | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2015 | $1.90 |
2016 | 1.9 |
2017 | 1.9 |
2018 | 1.9 |
2019 | 1.9 |
Remaining years | 64.9 |
Total minimum lease payments | $74.40 |
Leases_Leases_Narrative_Detail
Leases Leases (Narrative) (Details) (Phillips 66 [Member], USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Phillips 66 [Member] | |
Operating Leases, Rent Expense, Net [Abstract] | |
Operating lease rental expense | $0.20 |
Employee_Benefit_Plans_Narrati
Employee Benefit Plans (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Pension, postretirement health insurance and defined contribution benefit plan costs | $0.60 | $3 | |
Predecessor [Member] | |||
Pension, postretirement health insurance and defined contribution benefit plan costs | $4.50 |
UnitBased_Compensation_Narrati
Unit-Based Compensation (Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | |
director | director | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of non-employee directors | 3 | 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 | 4,161 | 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 |
Income_Taxes_Summary_of_Income
Income Taxes (Summary of Income Taxes) (Details) (USD $) | 12 Months Ended | ||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Income Taxes | |||||
Current | $0.50 | $0.40 | |||
Deferred | 0.3 | 0.1 | |||
Total | 0.8 | 0.5 | [1] | ||
Predecessor [Member] | |||||
Income Taxes | |||||
Current | 0.3 | ||||
Total | $0.30 | [1] | |||
[1] | Prior-period financial information has been retrospectively adjusted for the acquisition of the Bayway and Ferndale rail racks. |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Deferred tax asset | $500,000 | ||
Deferred tax liability | 100,000 | ||
Effective tax rate, percentage | 0.60% | 0.50% | |
Unrecognized tax benefits | $0 | $0 | |
Predecessor [Member] | |||
Effective tax rate, percentage | 0.50% |
Cash_Flow_Information_Summary_
Cash Flow Information (Summary of Cash Flow Information) (Details) (USD $) | 12 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Capital Expenditures [Abstract] | ||||||
Capital expenditures attributable to predecessors | $90.80 | $84.10 | [1] | $34.20 | [1] | |
Capital expenditures attributable to the Partnership | 66.1 | 3.9 | [1] | |||
Capital expenditures | 156.9 | [2] | 88 | [1],[3] | 34.2 | [1] |
Noncash Investing and Financing Items [Abstract] | ||||||
Certain liabilities of the Acquired Assets retained by Phillips 66 | 14.8 | [4] | ||||
Notes payable assumed associated with the Acquisitions | 411.6 | [5] | ||||
Income Taxes Paid, Net [Abstract] | ||||||
Interest and debt expense | 3.3 | 0.3 | ||||
Income Taxes Paid, Net [Abstract] | ||||||
Income taxes | $0.20 | [6] | ||||
[1] | Prior-period financial information has been retrospectively adjusted for the acquisition of the Bayway and Ferndale rail racks. | |||||
[2] | See Note 16—Cash Flow Information for additional information. | |||||
[3] | Includes the consolidated results of the Acquired Assets after the effective date of each acquisition. | |||||
[4] | Certain liabilities of the Acquired Assets were retained by Phillips 66, pursuant to the terms of various agreements under which we acquired assets from Phillips 66 since the Offering. See Note 11—Contingencies for additional information on these excluded liabilities associated with the Acquired Assets. | |||||
[5] | See Note 10—Debt for additional information. | |||||
[6] | Excludes our share of cash tax payments made directly by Phillips 66 prior to the Offering and the Acquisitions in respect of the Acquired Assets. |
Cash_Flow_Information_Narrativ
Cash Flow Information (Narrative) (Details) (USD $) | 12 Months Ended | 2 Months Ended | 1 Months Ended | 11 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Mar. 01, 2014 | Dec. 31, 2014 | Dec. 02, 2014 | |||
Business Acquisition [Line Items] | |||||||
Cash consideration deemed a distribution to our General Partner | $262,000,000 | [1] | $0 | [2] | |||
Consideration reflected as a payable to Phillips 66 | 18,000,000 | 5,200,000 | [2] | 18,000,000 | |||
Notes payable to Phillips 66 assumed as part of consideration for acquisition | 411,600,000 | [3] | |||||
Aggregate value of units issued | 800,000 | [2] | |||||
General Partner [Member] | Phillips 66 [Member] | Bayway Ferndale Cross-Channel Acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Value assigned to common and general partner units issued to Phillips 66 | 0 | ||||||
Reduction in our General Partner’s capital balance | 118,900,000 | ||||||
General Partner [Member] | Phillips 66 [Member] | Gold Line/Medford Acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration deemed a distribution to our General Partner | 262,000,000 | ||||||
Note payable assumed deemed a noncash distribution to General Partner | 160,000,000 | ||||||
Reduction in our General Partner’s capital balance | 422,000,000 | ||||||
Common Units [Member] | Limited Partner [Member] | Phillips 66 [Member] | Gold Line/Medford And Bayway/Ferndale/Cross-Channel Acquisitions [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Value assigned to common and general partner units issued to Phillips 66 | 0 | ||||||
Phillips 66 [Member] | Bayway Ferndale Cross-Channel Acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Historical book value of the net assets acquired | 28,000,000 | [1] | |||||
Phillips 66 [Member] | Gold Line/Medford Acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Historical book value of the net assets acquired | 138,000,000 | [1] | |||||
Phillips 66 [Member] | Phillips 66 [Member] | Palermo Rail Terminal Project [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash paid (an investing cash outflow) | 26,500,000 | 28,000,000 | |||||
Cash consideration for assets | 28,000,000 | ||||||
Consideration reflected as a payable to Phillips 66 | 1,500,000 | 1,500,000 | |||||
Historical carrying value of assets transferred | 41,600,000 | ||||||
Notes payable to Phillips 66 assumed as part of consideration for acquisition | 7,600,000 | ||||||
Aggregate value of units issued | 800,000 | ||||||
Excess of historical book value deemed contribution from General Partner | 5,200,000 | ||||||
Phillips 66 [Member] | Phillips 66 [Member] | Eagle Ford Gathering System Project [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash paid (an investing cash outflow) | 5,500,000 | 5,500,000 | |||||
Cash consideration for assets | 11,800,000 | ||||||
Consideration reflected as a payable to Phillips 66 | 6,300,000 | 6,300,000 | |||||
Phillips 66 [Member] | Phillips 66 [Member] | Bayway Ferndale Cross-Channel Acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Historical book value of the net assets acquired | 160,100,000 | ||||||
Cash paid (an investing cash outflow) | 28,000,000 | 28,000,000 | |||||
Cash consideration for assets | 35,000,000 | ||||||
Consideration reflected as a payable to Phillips 66 | 7,000,000 | 7,000,000 | |||||
Note payable assumed attributable to historical book value | 125,100,000 | ||||||
Notes payable to Phillips 66 assumed as part of consideration for acquisition | 244,000,000 | ||||||
Phillips 66 [Member] | Phillips 66 [Member] | Gold Line/Medford Acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Historical book value of the net assets acquired | 138,000,000 | ||||||
Cash paid (an investing cash outflow) | 400,000,000 | ||||||
Cash consideration for assets | 400,000,000 | ||||||
Historical carrying value of assets transferred | $138,000,000 | ||||||
[1] | See Note 16—Cash Flow Information for additional information. | ||||||
[2] | Prior-period financial information has been retrospectively adjusted for the acquisition of the Bayway and Ferndale rail racks. | ||||||
[3] | See Note 10—Debt for additional information. |
Other_Financial_Information_De
Other Financial Information (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | |
Interest and Debt Expense [Abstract] | |||
Debt, Incurred | $5.30 | $0.30 | |
Total Incurred | 5.3 | 0.3 | |
Expensed | 5.3 | 0.3 | [1] |
Other Income [Abstract] | |||
Interest income | $0.10 | $0.20 | |
[1] | Prior-period financial information has been retrospectively adjusted for the acquisition of the Bayway and Ferndale rail racks. |
Related_Parties_Transactions_S
Related Parties Transactions (Summary of Related Party Charges) (Details) (USD $) | 12 Months Ended | ||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Related Party Transaction [Line Items] | |||||
Operating and maintenance expenses | $30.80 | $24.60 | [1] | $22.50 | [1] |
General and administrative expenses | 21.2 | 18.3 | [1] | 13.6 | [1] |
Interest and debt expense | 4.7 | ||||
Phillips 66 [Member] | Phillips 66 [Member] | |||||
Related Party Transaction [Line Items] | |||||
Total | $56.70 | $42.90 | [1] | $36.10 | [1] |
[1] | Prior-period financial information has been retrospectively adjusted for the acquisition of the Bayway and Ferndale rail racks. |
Related_Party_Transactions_Nar
Related Party Transactions (Narrative) (Details) (USD $) | 12 Months Ended | 1 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2014 | Feb. 28, 2014 | Nov. 30, 2014 | Dec. 31, 2014 | Dec. 10, 2014 | Jul. 24, 2013 | Mar. 02, 2014 | Dec. 02, 2014 | ||
agreement | agreement | agreement | route | renewal | ||||||
Related party agreements and fees | ||||||||||
Notes payable to Phillips 66 assumed as part of consideration for acquisition | $411,600,000 | [1] | ||||||||
Land Lease Agreement [Member] | ||||||||||
Related party agreements and fees | ||||||||||
Number of agreements | 1 | |||||||||
Phillips 66 [Member] | Phillips 66 [Member] | Storage and Stevedoring Services [Member] | ||||||||||
Related party agreements and fees | ||||||||||
Number of agreements | 2 | |||||||||
Phillips 66 [Member] | Phillips 66 [Member] | First And Second Amendment To Omnibus Agreement [Member] | ||||||||||
Related party agreements and fees | ||||||||||
Number of agreements | 2 | 2 | 2 | |||||||
AdministrativeFeesExpenseByMonth | 2,400,000 | |||||||||
Phillips 66 [Member] | Phillips 66 [Member] | Omnibus Agreement [Member] | ||||||||||
Related party agreements and fees | ||||||||||
AdministrativeFeesExpenseByMonth | 1,100,000 | |||||||||
Phillips 66 [Member] | Phillips 66 [Member] | Amended Omnibus Agreement [Member] | ||||||||||
Related party agreements and fees | ||||||||||
AdministrativeFeesExpenseByMonth | 2,400,000 | 1,100,000 | 2,300,000 | |||||||
Phillips 66 [Member] | Phillips 66 [Member] | Maximum [Member] | Transportation Services [Member] | ||||||||||
Related party agreements and fees | ||||||||||
Number of renewal options | 2 | 2 | 2 | |||||||
Phillips 66 [Member] | Phillips 66 [Member] | Maximum [Member] | Terminal Services [Member] | ||||||||||
Related party agreements and fees | ||||||||||
Number of renewal options | 3 | 3 | 3 | |||||||
Phillips 66 [Member] | Phillips 66 [Member] | Maximum [Member] | Storage Services Agreement [Member] | ||||||||||
Related party agreements and fees | ||||||||||
Number of renewal options | 2 | 2 | 2 | |||||||
Phillips 66 [Member] | Phillips 66 [Member] | Minimum [Member] | Transportation Services [Member] | ||||||||||
Related party agreements and fees | ||||||||||
Number of renewal options | 1 | 1 | 1 | |||||||
Phillips 66 [Member] | Phillips 66 [Member] | Minimum [Member] | Terminal Services [Member] | ||||||||||
Related party agreements and fees | ||||||||||
Number of renewal options | 2 | 2 | 2 | |||||||
DCP Sand Hills Pipeline, LLC [Member] | Phillips 66 [Member] | Phillips 66 [Member] | ||||||||||
Related party agreements and fees | ||||||||||
Percent of equity interest right of first offer to acquire Phillips 66's interest | 33.30% | |||||||||
DCP Southern Hills Pipeline, LLC [Member] | Phillips 66 [Member] | Phillips 66 [Member] | ||||||||||
Related party agreements and fees | ||||||||||
Percent of equity interest right of first offer to acquire Phillips 66's interest | 33.30% | |||||||||
Sweeny to Pasadena Pipelines [Member] | Phillips 66 [Member] | Phillips 66 [Member] | ||||||||||
Related party agreements and fees | ||||||||||
Number of 60-mile Sweeny to Pasadena pipelines | 2 | 2 | 2 | |||||||
Pipeline System, Length | 60 | 60 | 60 | |||||||
Gold Line Products System [Member] | Phillips 66 [Member] | Phillips 66 [Member] | ||||||||||
Related party agreements and fees | ||||||||||
Number of routes | 4 | |||||||||
BaywayAndFerndaleRailRacks [Member] | Phillips 66 [Member] | Phillips 66 [Member] | Maximum [Member] | Terminal Services [Member] | ||||||||||
Related party agreements and fees | ||||||||||
Number of renewal options | 2 | 2 | 2 | |||||||
Bayway Ferndale Cross-Channel Acquisition [Member] | Bayway Rail Rack, Linden, New Jersey [Member] | Phillips 66 [Member] | Phillips 66 [Member] | Land Lease Agreement [Member] | ||||||||||
Related party agreements and fees | ||||||||||
Land lease monthly rental | 155,230 | 155,230 | 155,230 | |||||||
Gold Line/Medford Acquisition [Member] | Gold Line Products System [Member] | Phillips 66 [Member] | Phillips 66 [Member] | Origination Services Agreement [Member] | ||||||||||
Related party agreements and fees | ||||||||||
Number of agreements | 1 | |||||||||
Operational services fee by month | $110,000 | |||||||||
Gold Line/Medford Acquisition [Member] | Medford Spheres, Medford, Oklahoma [Member] | Phillips 66 [Member] | Phillips 66 [Member] | Maximum [Member] | Storage Services Agreement [Member] | ||||||||||
Related party agreements and fees | ||||||||||
Number of renewal options | 2 | |||||||||
BaywayFerndaleAndCrossChannelAssets [Member] | Bayway Rail Rack, Linden, New Jersey [Member] | Phillips 66 [Member] | Phillips 66 [Member] | Maximum [Member] | Land Lease Agreement [Member] | ||||||||||
Related party agreements and fees | ||||||||||
Number of renewal options | 3 | |||||||||
[1] | See Note 10—Debt for additional information. |
Subsequent_Events_Details
Subsequent Events (Details) (Paradigm, USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Jan. 16, 2015 | Nov. 30, 2014 |
joint_venture | ||
Subsequent Event [Line Items] | ||
Number of joint ventures established | 2 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Number of agreements | 2 | |
Number of joint ventures established | 2 | |
Subsequent Event [Member] | Phillips66PartnersTerminalLLC [Member] | ||
Subsequent Event [Line Items] | ||
Investment ownership interest obtained, percentage | 70.00% | |
Subsequent Event [Member] | Paradigm Pipeline LLC [Member] | ||
Subsequent Event [Line Items] | ||
Investment ownership interest obtained, percentage | 50.00% | |
Contribution for ownership interest obtained | $4.90 |
Uncategorized_Items
Uncategorized Items | 7/1/2013 - 7/31/2013 | ||||
[us-gaap_PartnersCapitalAccountUnitsSaleOfUnits] | 71,871,657 | 1,437,433 | 16,328,362 | 35,217,112 | 18,888,750 |