Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended |
Mar. 31, 2015 | |
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-Q |
Document Period End Date | 31-Mar-15 |
Document Fiscal Year Focus | 2015 |
Document Fiscal Period Focus | Q1 |
Amendment Flag | FALSE |
Common Units [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | |
Subordinated Units [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding |
Consolidated_Statement_of_Inco
Consolidated Statement of Income (USD $) | 3 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | |
Revenues | |||
Transportation and terminaling services—related parties | $62.80 | $50.50 | [1] |
Transportation and terminaling services—third parties | 1.1 | 1.3 | [1] |
Equity in earnings of affiliates | 6.1 | ||
Other income | 0.1 | 0.1 | [1] |
Total revenues and other income | 70.1 | 51.9 | [1] |
Costs and Expenses | |||
Operating and maintenance expenses | 14.8 | 11.7 | [1] |
Depreciation | 5.1 | 3.6 | [1] |
General and administrative expenses | 7.4 | 7.4 | [1] |
Taxes other than income taxes | 1.3 | 1.2 | [1] |
Interest and debt expense | 5.9 | 0.5 | [1] |
Total costs and expenses | 34.5 | 24.4 | [1] |
Income before income taxes | 35.6 | 27.5 | [1] |
Provision for income taxes | 0.2 | 0.3 | [1] |
Net Income | 35.4 | 27.2 | [1] |
Less: Net income attributable to predecessors | 8.9 | [1] | |
Net income attributable to the Partnership | 35.4 | 18.3 | [1] |
Less: General partner’s interest in net income attributable to the Partnership | 6.4 | 0.8 | [1] |
Limited partners’ interest in net income attributable to the Partnership | 29 | 17.5 | [1] |
Net Income Attributable to the Partnership Per Limited Partner Unit—Basic and Diluted (dollars) | |||
Cash Distributions Paid Per Unit (dollars) | $0.34 | $0.22 | |
Common Units [Member] | |||
Costs and Expenses | |||
Net income attributable to the Partnership | 9.2 | ||
Net Income Attributable to the Partnership Per Limited Partner Unit—Basic and Diluted (dollars) | |||
Basic, per unit | $0.39 | $0.25 | |
Diluted, per unit | $0.39 | $0.25 | |
Average Limited Partner Units Outstanding—Basis and Diluted (thousands) | |||
Basic, units | 42,514,707 | 36,433,206 | |
Diluted, units | 42,514,707 | 36,433,206 | |
Common Units [Member] | Public [Member] | |||
Costs and Expenses | |||
Net income attributable to the Partnership | 8.6 | 4.4 | |
Average Limited Partner Units Outstanding—Basis and Diluted (thousands) | |||
Basic, units | 21,047,000 | 18,889,000 | |
Diluted, units | 21,047,000 | 18,889,000 | |
Common Units [Member] | Non-public [Member] | Phillips 66 [Member] | |||
Costs and Expenses | |||
Net income attributable to the Partnership | 8 | 4.8 | |
Average Limited Partner Units Outstanding—Basis and Diluted (thousands) | |||
Basic, units | 21,468,000 | 17,544,000 | |
Diluted, units | 21,468,000 | 17,544,000 | |
Subordinated Units [Member] | |||
Costs and Expenses | |||
Net income attributable to the Partnership | 8.3 | ||
Net Income Attributable to the Partnership Per Limited Partner Unit—Basic and Diluted (dollars) | |||
Basic, per unit | $0.35 | $0.24 | |
Diluted, per unit | $0.35 | $0.24 | |
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 | $12.40 | $8.30 | |
Net Income Attributable to the Partnership Per Limited Partner Unit—Basic and Diluted (dollars) | |||
Basic, per unit | $0.35 | $0.24 | |
Diluted, per unit | $0.35 | $0.24 | |
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 | |
[1] | Prior-period financial information has been retrospectively adjusted for acquisitions under common control. |
Consolidated_Statement_of_Comp
Consolidated Statement of Comprehensive Income (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $35.40 | $27.20 | [1] |
Comprehensive Income | $35.40 | $27.20 | |
[1] | Prior-period financial information has been retrospectively adjusted for acquisitions under common control. |
Consolidated_Balance_Sheet
Consolidated Balance Sheet (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | ||
In Millions, unless otherwise specified | ||||||
Assets | ||||||
Cash and cash equivalents | $137.60 | $8.30 | $21.10 | [1] | $425.10 | [1] |
Accounts receivable—related parties | 27 | 21.5 | ||||
Accounts receivable—third parties | 0.5 | 1.5 | ||||
Materials and supplies | 2.3 | 2.2 | ||||
Other current assets | 2.7 | 2.7 | ||||
Total Current Assets | 170.1 | 36.2 | ||||
Equity investments | 800.8 | |||||
Net properties, plants and equipment | 465.3 | 485.1 | ||||
Goodwill | 2.5 | 2.5 | ||||
Intangibles | 8.4 | |||||
Deferred rentals—related parties | 5.8 | 5.9 | ||||
Deferred tax assets | 0.5 | |||||
Other assets | 9.5 | 0.9 | ||||
Total Assets | 1,454 | 539.5 | ||||
Liabilities | ||||||
Accounts payable—related parties | 7 | 18 | ||||
Accounts payable—third parties | 14.7 | 10.2 | ||||
Accrued property and other taxes | 3.4 | 2.7 | ||||
Accrued interest | 4.2 | 1.9 | ||||
Deferred revenues—related parties | 1.7 | 0.6 | ||||
Other current liabilities | 0.3 | 0.3 | ||||
Total Current Liabilities | 31.3 | 33.7 | ||||
Notes payable—related parties | 411.6 | |||||
Long-term debt | 1,099.70 | 18 | ||||
Asset retirement obligations | 3.6 | 3.5 | ||||
Deferred income taxes | 0.3 | |||||
Other liabilities | 0.5 | 0.5 | ||||
Total Liabilities | 1,135.40 | 467.3 | ||||
Equity | ||||||
General partner—Phillips 66 (2015—1,671,056 units issued and outstanding; 2014—1,531,518 units issued and outstanding) | -656.5 | -517 | ||||
Accumulated other comprehensive loss | -1.5 | |||||
Total Equity | 318.6 | 72.2 | 226.2 | [1] | 744 | |
Total Liabilities and Equity | 1,454 | 539.5 | ||||
Public [Member] | Common Units [Member] | ||||||
Equity | ||||||
Unitholders | 801.4 | 415.3 | ||||
Total Equity | 801.4 | 415.3 | 409.2 | [1] | 409.1 | |
Non-public [Member] | Common Units [Member] | Phillips 66 [Member] | ||||||
Equity | ||||||
Unitholders | 58 | 57.1 | ||||
Total Equity | 58 | 57.1 | 49.7 | [1] | 48.6 | |
Non-public [Member] | Subordinated Units [Member] | Phillips 66 [Member] | ||||||
Equity | ||||||
Unitholders | 117.2 | 116.8 | ||||
Total Equity | $117.20 | $116.80 | $105.30 | [1] | $104.90 | |
[1] | Prior-period financial information has been retrospectively adjusted for acquisitions under common control. |
Consolidated_Balance_Sheet_Par
Consolidated Balance Sheet (Parenthetical) | Mar. 31, 2015 | Dec. 31, 2014 |
General partner units issued | 1,671,056 | 1,531,518 |
General partner units outstanding | 1,671,056 | 1,531,518 |
Common Units [Member] | Public [Member] | ||
Units issued | 24,138,750 | 18,888,750 |
Units outstanding | 24,138,750 | 18,888,750 |
Common Units [Member] | Non-public [Member] | Phillips 66 [Member] | ||
Units issued | 22,525,874 | 20,938,498 |
Units outstanding | 22,525,874 | 20,938,498 |
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 $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | |
Cash Flows From Operating Activities | |||
Net income | $35.40 | $27.20 | [1] |
Adjustments to reconcile net income to net cash provided by operating activities | |||
Depreciation | 5.1 | 3.6 | [1] |
Deferred taxes | 0.1 | -0.1 | |
Deferred rentals—related parties | 0.1 | 0.1 | [1] |
Undistributed equity earnings | -5.8 | ||
Other | 0.6 | 0.2 | [1] |
Working capital adjustments | |||
Decrease (increase) in accounts receivable | -4.5 | -9.6 | [1] |
Decrease (increase) in materials and supplies | -0.1 | 0.1 | [1] |
Decrease (increase) in other current assets | 1 | 1.2 | [1] |
Increase (decrease) in accounts payable | -3.2 | -1.2 | [1] |
Increase (decrease) in accrued interest | 2.3 | 0.4 | [1] |
Increase (decrease) in deferred revenues | 1.1 | 2.3 | [1] |
Increase (decrease) in other accruals | -0.7 | 0.4 | [1] |
Net Cash Provided by Operating Activities | 31.4 | 24.6 | [1] |
Cash Flows From Investing Activities | |||
Capital expenditures and investments | -32.9 | -39.5 | [1] |
Other | -5.5 | 5.8 | [1] |
Net Cash Used in Investing Activities | -772.7 | -171.7 | [1] |
Cash Flows From Financing Activities | |||
Net contributions from Phillips 66 to predecessors | 19 | [1] | |
Project prefunding from Phillips 66 | 2.2 | [1] | |
Issuance of debt | 1,168.70 | ||
Repayment of debt | 498.6 | ||
Issuance of common units | 396.4 | ||
Offering costs | -12.1 | ||
Debt issuance costs | -8.9 | ||
Distributions to general partner associated with acquisitions | -145.7 | -262 | [1] |
Quarterly distributions to general partner—Phillips 66 | -3.6 | -0.3 | [1] |
Other cash contributions from Phillips 66 | -0.1 | 0.1 | [1] |
Net Cash Provided by (Used in) Financing Activities | 870.6 | -256.9 | [1] |
Net Change in Cash and Cash Equivalents | 129.3 | -404 | [1] |
Cash and cash equivalents at beginning of period | 8.3 | 425.1 | [1] |
Cash and Cash Equivalents at End of Period | 137.6 | 21.1 | [1] |
Public [Member] | Common Units [Member] | |||
Cash Flows From Financing Activities | |||
Quarterly distributions to unitholders | -6.4 | -4.3 | [1] |
Phillips 66 [Member] | Non-public [Member] | Subordinated Units [Member] | |||
Cash Flows From Financing Activities | |||
Quarterly distributions to unitholders | -12 | -7.9 | [1] |
Phillips 66 [Member] | Non-public [Member] | Common Units [Member] | |||
Cash Flows From Financing Activities | |||
Quarterly distributions to unitholders | -7.1 | -3.7 | [1] |
Gold Line Products System and Medford Spheres [Member] | Phillips 66 [Member] | |||
Cash Flows From Investing Activities | |||
Acquisition | -138 | [1] | |
Explorer Pipeline Company, DCP Sand Hills Pipeline LLC, DCP Southern Hills Pipeline LLC [Member] | Phillips 66 [Member] | |||
Cash Flows From Investing Activities | |||
Acquisition | ($734.30) | ||
[1] | Prior-period financial information has been retrospectively adjusted for acquisitions under common control. |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Equity (USD $) | Total | General Partner [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Common Units [Member] | Common Units [Member] | Common Units [Member] | Common Units [Member] | Subordinated Units [Member] | Subordinated Units [Member] | Subordinated Units [Member] | Net Investment [Member] | Gold Line Products System and Medford Spheres [Member] | Gold Line Products System and Medford Spheres [Member] | Gold Line Products System and Medford Spheres [Member] | Explorer Pipeline Company, DCP Sand Hills Pipeline LLC, DCP Southern Hills Pipeline LLC [Member] | ||
In Millions, except Share data, unless otherwise specified | USD ($) | USD ($) | USD ($) | USD ($) | Limited Partner [Member] | Public [Member] | Non-public [Member] | USD ($) | Limited Partner [Member] | Non-public [Member] | USD ($) | General Partner [Member] | Common Units [Member] | ||||
USD ($) | USD ($) | Phillips 66 [Member] | USD ($) | Phillips 66 [Member] | Non-public [Member] | ||||||||||||
USD ($) | USD ($) | Phillips 66 [Member] | |||||||||||||||
Beginning Balance at Dec. 31, 2013 | $744 | $11.50 | $409.10 | $48.60 | $104.90 | $169.90 | |||||||||||
Units outstanding 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 attributable to predecessors | [1] | 8.9 | 8.9 | ||||||||||||||
Net transfers to Phillips 66 from predecessors | [1] | 24.4 | 24.4 | ||||||||||||||
Contributions from Phillips 66 prior to acquisitions | 4 | 4 | |||||||||||||||
Project prefunding from Phillips 66 | 2.2 | 2.2 | |||||||||||||||
Allocation of net investment—predecessors and deemed net distributions to General Partner | -560 | -422 | -138 | ||||||||||||||
Net income attributable to the Partnership | 18.3 | [1] | 0.8 | 9.2 | 4.4 | 4.8 | 8.3 | 8.3 | |||||||||
Quarterly cash distributions to unitholders and general partner | -16.2 | -0.3 | -4.3 | -3.7 | -7.9 | ||||||||||||
Other contributions from Phillips 66 | 0.6 | 0.6 | |||||||||||||||
Units Outstanding [Roll Forward] | |||||||||||||||||
Units issued associated with acquisition | 3,602,648 | 72,053 | 3,530,595 | ||||||||||||||
Ending Balance at Mar. 31, 2014 | [1] | 226.2 | -409.4 | 409.2 | 49.7 | 105.3 | 71.4 | ||||||||||
Units outstanding at Mar. 31, 2014 | 75,474,305 | 1,509,486 | 18,888,750 | 19,858,957 | 35,217,112 | ||||||||||||
Beginning Balance at Dec. 31, 2014 | 72.2 | -517 | 415.3 | 57.1 | 116.8 | ||||||||||||
Units outstanding at Dec. 31, 2014 | 76,575,878 | 1,531,518 | 18,888,750 | 20,938,498 | 35,217,112 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Issuance of common units | 383.9 | 383.9 | |||||||||||||||
Partner Distribution Or Capital Contribution Transfer Between Entities Under Common Control Fair Value Adjustment Assets Received | -144.9 | -144.9 | |||||||||||||||
Net income attributable to the Partnership | 35.4 | 6.4 | 16.6 | 8.6 | 8 | 12.4 | 12.4 | ||||||||||
Other comprehensive income | -1.5 | -1.5 | |||||||||||||||
Quarterly cash distributions to unitholders and general partner | -29.1 | -3.6 | -6.4 | -7.1 | -12 | ||||||||||||
Other contributions from Phillips 66 | 2.6 | 2.6 | |||||||||||||||
Units Outstanding [Roll Forward] | |||||||||||||||||
Units issued associated with acquisition | 1,726,914 | ||||||||||||||||
Units issued associated with the equity offering | 5,250,000 | 5,250,000 | |||||||||||||||
Ending Balance at Mar. 31, 2015 | $318.60 | ($656.50) | ($1.50) | $801.40 | $58 | $117.20 | |||||||||||
Units outstanding at Mar. 31, 2015 | 83,552,792 | 1,671,056 | 24,138,750 | 22,525,874 | 35,217,112 | ||||||||||||
[1] | Prior-period financial information has been retrospectively adjusted for acquisitions under common control. |
Business_and_Basis_of_Presenta
Business and Basis of Presentation | 3 Months Ended | |
Mar. 31, 2015 | ||
Business and Basis of Presentation [Abstract] | ||
Business and Basis of Presentation | Business and Basis of Presentation | |
Unless otherwise stated or the context otherwise indicates, all references to “Phillips 66 Partners,” “the Partnership,” “us,” “our,” “we,” or similar expressions refer to Phillips 66 Partners LP, including its consolidated subsidiaries. References to Phillips 66 may refer to Phillips 66 and/or its subsidiaries, depending on the context. | ||
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 other transportation and midstream assets. Our common units trade on the New York Stock Exchange under the symbol “PSXP.” | ||
Developments during the first quarter of 2015 included: | ||
• | Sand Hills/Southern Hills/Explorer Equity Investment Acquisition. On March 2, 2015, we acquired Phillips 66’s one-third equity interests in DCP Sand Hills Pipeline, LLC (Sand Hills) and DCP Southern Hills Pipeline, LLC (Southern Hills), as well as Phillips 66’s 19.46 percent equity interest in Explorer Pipeline Company (Explorer). | |
• | Issuance of Senior Notes. On February 23, 2015, we closed on a public offering of unsecured senior notes in an aggregate principal amount of $1.1 billion (Notes Offering). | |
• | Issuance of Common Units. On February 23, 2015, we closed on a public offering of 5,250,000 common units for total proceeds (net of underwriting discounts) of $384.5 million (Units Offering). | |
• | Formation of Bakken Joint Ventures. On January 16, 2015, we closed on the formation of two joint ventures with Paradigm Energy Partners LLC (Paradigm), in which we contributed a crude oil rail terminal growth project previously acquired from Phillips 66, to develop midstream logistics infrastructure in North Dakota. | |
As of March 31, 2015, our assets consist of one crude oil pipeline, terminal and storage system; three refined petroleum products pipelines, terminal and storage systems; two crude oil rail racks; two refinery-grade propylene storage spheres; two under-construction organic growth projects and five equity investments. 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. In addition, our equity-method affiliates generate revenue primarily from transporting NGL and refined petroleum products. 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 | ||
We acquired assets from Phillips 66 during 2014 that were considered transfers of businesses between entities under common control. This required the transactions to be accounted for as if the transfers had occurred at the beginning of the period of transfer, with prior periods retrospectively adjusted to furnish comparative information. Accordingly, the accompanying financial statements and related notes have been retrospectively adjusted to include the historical results and financial position of these acquired businesses prior to the effective date of each acquisition. We refer to these pre-acquisition operations as those of our “Predecessors.” | ||
The combined financial statements of our Predecessors were derived from the accounting records of Phillips 66 and reflect the combined historical results of operations, financial position and cash flows of our Predecessors as if such businesses had been combined for all periods presented. | ||
All intercompany transactions and accounts within our Predecessors have been eliminated. The assets and liabilities of our Predecessors in these financial statements have been reflected on a historical cost basis because the transfer of the Predecessors to us 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 Predecessors’ operations, 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 results of our Predecessors may not include all of the actual expenses that would have been incurred had our Predecessors been a stand-alone publicly traded partnership during the periods presented. | ||
All financial information presented for the periods after each respective business acquisition represents the consolidated results of operations, financial position and cash flows of the Partnership. Accordingly: | ||
• | Our consolidated statements of income, comprehensive income and cash flows for the three months ended March 31, 2015, consist of the consolidated results of the Partnership. Our consolidated statements of income, comprehensive income and cash flows for the three months ended March 31, 2014, consist of the combined results of our Predecessors prior to the effective date of each acquisition and the consolidated results of the Partnership. | |
• | Our consolidated balance sheets at March 31, 2015, and December 31, 2014, consist of the consolidated balances of the Partnership. | |
• | Our consolidated statement of changes in equity for the three months ended March 31, 2015, consists of the consolidated activity of the Partnership. Our consolidated statement of changes in equity for the three months ended March 31, 2014, consists of both the combined activity of our Predecessors prior to the effective date of each acquisition and the consolidated activity of the Partnership. |
Interim_Financial_Information
Interim Financial Information | 3 Months Ended |
Mar. 31, 2015 | |
Interim Financial Information [Abstract] | |
Interim Financial Information | Interim Financial Information |
The interim financial information presented in the financial statements included in this report is unaudited and includes all known accruals and adjustments necessary, in the opinion of management, for a fair presentation of our financial position, results of operations and cash flows for the periods presented. Unless otherwise specified, all such adjustments are of a normal and recurring nature. Certain notes and other information have been condensed or omitted from the interim financial statements included in this report. Therefore, these interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our 2014 Annual Report on Form 10-K. The results of operations for the three months ended March 31, 2015, are not necessarily indicative of the results to be expected for the full year. |
Equity_Investments
Equity Investments | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Equity Method Investments and Joint Ventures [Abstract] | |||||||||
Equity Investments | Equity Investments | ||||||||
Bakken Joint Ventures | |||||||||
On January 16, 2015, we closed on agreements with Paradigm to form 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 in cash for a 50 percent ownership interest in Paradigm Pipeline LLC. We account for both joint ventures under the equity method of accounting due to governance provisions which require supermajority voting on all decisions that significantly impact the governance, management and economic performance of the joint ventures. | |||||||||
Sand Hills/Southern Hills/Explorer Pipeline Joint Ventures | |||||||||
In February 2015, we entered into a Contribution, Conveyance and Assumption Agreement with subsidiaries of Phillips 66 to acquire 100 percent of Phillips 66’s one-third equity interests in Sand Hills and Southern Hills, and 19.46 percent equity interest in Explorer. The Sand Hills pipeline is a 720-mile, fee-based pipeline that transports NGL from plants in the Permian Basin and Eagle Ford Shale to facilities along the Texas Gulf Coast and the Mont Belvieu market hub. The Southern Hills pipeline is an 800-mile, fee-based pipeline that transports NGL from the Midcontinent region to the Mont Belvieu market hub. The Explorer pipeline is an approximately 1,830-mile refined petroleum product pipeline extending from the Texas Gulf Coast to Indiana, transporting refined petroleum products to more than 70 major cities in 16 U.S. states. The transaction closed on March 2, 2015. Total consideration for the transaction was $1.01 billion consisting of $880 million in cash, funded by a portion of the proceeds from the Notes Offering and Units Offering; in addition, the Partnership issued 1,587,376 common units to Phillips 66 and 139,538 general partner units to our General Partner to maintain its 2 percent interest. Total transaction costs of $0.9 million were expensed as incurred in general and administrative expenses. | |||||||||
The following table summarizes our equity investments: | |||||||||
Millions of Dollars | |||||||||
Percentage Ownership | Carrying Value | ||||||||
31-Mar-15 | 31-Dec-14 | ||||||||
DCP Sand Hills Pipeline, LLC | 33.34 | % | $ | 417 | — | ||||
DCP Southern Hills Pipeline, LLC* | 33.34 | 220.6 | — | ||||||
Explorer Pipeline Company | 19.46 | 104.7 | — | ||||||
Phillips 66 Partners Terminal LLC | 70 | 43.5 | — | ||||||
Paradigm Pipeline LLC | 50 | 15 | — | ||||||
Total equity investments | $ | 800.8 | — | ||||||
*Includes a negative basis difference of $100 million relating to a prior sale to a related party. | |||||||||
Earnings from our equity investments were as follows: | |||||||||
Millions of Dollars | |||||||||
Three Months Ended March 31 | |||||||||
2015 | 2014 | ||||||||
DCP Sand Hills Pipeline, LLC | $ | 4.3 | — | ||||||
DCP Southern Hills Pipeline, LLC | 1.5 | — | |||||||
Explorer Pipeline Company | 0.3 | — | |||||||
Phillips 66 Partners Terminal LLC | — | — | |||||||
Paradigm Pipeline LLC | — | — | |||||||
Total equity in earnings of affiliates | $ | 6.1 | — | ||||||
Summarized 100 percent financial information for Sand Hills follows. Although the acquisition of Sand Hills closed on March 2, 2015, the entire three-month period ended March 31, 2015, is presented in the table below, along with the corresponding period of 2014, for enhanced analysis and comparability. | |||||||||
Millions of Dollars | |||||||||
Three Months Ended March 31 | |||||||||
2015 | 2014 | ||||||||
Revenues | $ | 51 | 23.2 | ||||||
Income before income taxes | 32.8 | 9.5 | |||||||
Net income | 32.4 | 9.3 | |||||||
Properties_Plants_and_Equipmen
Properties, Plants and Equipment | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Property, Plant and Equipment [Abstract] | ||||||
Properties, Plants and Equipment | Properties, Plants and Equipment | |||||
Our investment in PP&E, with the associated accumulated depreciation, was: | ||||||
Millions of Dollars | ||||||
March 31 | 31-Dec | |||||
2015 | 2014 | |||||
Cost: | ||||||
Land | $ | 5.9 | 17.4 | |||
Buildings and improvements | 27.7 | 27.3 | ||||
Pipelines and related assets | 180.1 | 165 | ||||
Terminals and related assets | 336.2 | 334.7 | ||||
Rail racks and related assets | 135.7 | 133.5 | ||||
Construction-in-progress | 32 | 54.5 | ||||
Gross PP&E | 717.6 | 732.4 | ||||
Less: Accumulated depreciation | (252.3 | ) | (247.3 | ) | ||
Net PP&E | $ | 465.3 | 485.1 | |||
Debt
Debt | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Debt Disclosure [Abstract] | ||||||
Debt | Debt | |||||
Long-term debt at March 31, 2015, and December 31, 2014, was: | ||||||
Millions of Dollars | ||||||
March 31 | 31-Dec | |||||
2015 | 2014 | |||||
2.646% Senior Notes due 2020 | $ | 300 | — | |||
3.605% Senior Notes due 2025 | 500 | — | ||||
4.680% Senior Notes due 2045 | 300 | — | ||||
Revolving credit facility | — | 18 | ||||
Note payable to Phillips 66 due 2019 at 3.0% | — | 160 | ||||
Note payable to Phillips 66 due 2019 at 3.1% | — | 244 | ||||
Note payable to Phillips 66 due 2019 at 2.9% | — | 7.6 | ||||
Debt at face value | 1,100.00 | 429.6 | ||||
Net unamortized discounts | (0.3 | ) | — | |||
Total debt | 1,099.70 | 429.6 | ||||
Short-term debt | — | — | ||||
Long-term debt | $ | 1,099.70 | 429.6 | |||
Senior Notes | ||||||
On February 23, 2015, we closed on the Notes Offering and issued the following unsecured senior notes: | ||||||
• | $300 million aggregate principal amount of 2.646% Senior Notes due February 15, 2020. | |||||
• | $500 million aggregate principal amount of 3.605% Senior Notes due February 15, 2025. | |||||
• | $300 million aggregate principal amount of 4.680% Senior Notes due February 15, 2045. | |||||
Total proceeds (net of underwriting discounts) received from the Notes Offering were $1,092.0 million. We utilized a portion of the net proceeds to partially fund the acquisition of the Sand Hills, Southern Hills and Explorer equity investments. In addition, the Partnership used a portion of the proceeds to repay the three notes payable to a subsidiary of Phillips 66. Interest on each series of senior notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2015. | ||||||
As of March 31, 2015, the aggregate fair value of the senior notes was $1,098.0 million, which we estimated using quoted market prices. The fair value was determined using Level 2 inputs. | ||||||
Revolving Credit Facility | ||||||
During the first quarter of 2015, we repaid all amounts borrowed under our revolving credit facility and thus had no amount outstanding at March 31, 2015. Intra-period borrowings and repayments under this facility are presented on a gross basis in our consolidated statement of cash flows. | ||||||
Subsidiary Guarantors | ||||||
In March 2015, we filed a post-effective amendment to our shelf registration statement on file with the U.S. Securities and Exchange Commission to, among other items, remove as co-registrants our subsidiaries that had previously registered the issuance of guarantees of debt securities and deregister all guarantees of debt securities covered by the registration statement. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Equity | Equity |
Common Units Offering | |
On February 23, 2015, we completed the public offering of an aggregate of 5,250,000 common units representing limited partner interests at a price of $75.50 per common limited partner unit. The Partnership received proceeds (net of underwriting discounts) of $384.5 million from the Units Offering. The Partnership utilized a portion of the net proceeds from the Units Offering to partially fund the acquisition of the Sand Hills, Southern Hills and Explorer equity investments and to repay amounts outstanding under our revolving credit facility. We plan to use the remaining proceeds to fund expansion capital expenditures and for general partnership purposes. | |
Net_Income_Per_Limited_Partner
Net Income Per Limited Partner Unit | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
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 incentive distribution rights (IDRs). Basic and diluted net income per unit are the same because we do not have potentially dilutive instruments outstanding for the periods presented. | |||||||||||
Millions of Dollars | |||||||||||
Three Months Ended March 31 | |||||||||||
2015 | 2014 | ||||||||||
Net income attributable to the Partnership | $ | 35.4 | 18.3 | ||||||||
Less: General partner’s distribution declared (including IDRs)* | 6.4 | 0.8 | |||||||||
Limited partners’ distribution declared on common units* | 17.3 | 10.6 | |||||||||
Limited partner’s distribution declared on subordinated units* | 13 | 9.7 | |||||||||
Distribution in excess of net income attributable to the Partnership | $ | (1.3 | ) | (2.8 | ) | ||||||
*Distribution declared attributable to the indicated periods. | |||||||||||
General Partner | Limited | Limited | Total | ||||||||
(including IDRs) | Partners’ | Partner’s | |||||||||
Common | Subordinated | ||||||||||
Units | Units | ||||||||||
Three Months Ended March 31, 2015 | |||||||||||
Net income attributable to the Partnership (millions): | |||||||||||
Distribution declared | $ | 6.4 | 17.3 | 13 | 36.7 | ||||||
Distribution in excess of net income attributable to the Partnership | — | (0.7 | ) | (0.6 | ) | (1.3 | ) | ||||
Net income attributable to the Partnership | $ | 6.4 | 16.6 | 12.4 | 35.4 | ||||||
Weighted average units outstanding: | |||||||||||
Basic | 1,578,031 | 42,514,707 | 35,217,112 | 79,309,850 | |||||||
Diluted | 1,578,031 | 42,514,707 | 35,217,112 | 79,309,850 | |||||||
Net income per limited partner unit (dollars): | |||||||||||
Basic | $ | 0.39 | 0.35 | ||||||||
Diluted | 0.39 | 0.35 | |||||||||
Three Months Ended March 31, 2014 | |||||||||||
Net income attributable to the Partnership (millions): | |||||||||||
Distribution declared | $ | 0.8 | 10.6 | 9.7 | 21.1 | ||||||
Distribution in excess of net income attributable to the Partnership | — | (1.4 | ) | (1.4 | ) | (2.8 | ) | ||||
Net income attributable to the Partnership | $ | 0.8 | 9.2 | 8.3 | 18.3 | ||||||
Weighted average units outstanding: | |||||||||||
Basic | 1,462,251 | 36,433,206 | 35,217,112 | 73,112,569 | |||||||
Diluted | 1,462,251 | 36,433,206 | 35,217,112 | 73,112,569 | |||||||
Net income per limited partner unit (dollars): | |||||||||||
Basic | $ | 0.25 | 0.24 | ||||||||
Diluted | 0.25 | 0.24 | |||||||||
On April 22, 2015, the Board of Directors of our General Partner declared a quarterly cash distribution of $0.37 per limited partner unit which, combined with distributions to our General Partner, will result in total distributions of $36.7 million attributable to the first quarter of 2015. This distribution is payable May 12, 2015, to unitholders of record as of May 4, 2015. | |||||||||||
Subordinated Unit Conversion | |||||||||||
Following the May 12, 2015, payment of the cash distribution attributable to the first quarter of 2015, the requirements for the conversion of all subordinated units into common units will be satisfied under the partnership agreement. As a result, in the second quarter of 2015, we expect the 35,217,112 subordinated units held by Phillips 66 will convert into common units on a one-for-one basis and thereafter participate on terms equal with all other common units in distributions of available cash. The conversion of the subordinated units will not impact the amount of cash distributions paid by us or the total number of outstanding units. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Contingencies [Abstract] | |
Contingencies | 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 March 31, 2015, and 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 13—Subsequent Events for information on a pipeline release in April 2015. | |
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 March 31, 2015, and December 31, 2014, 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 our Initial Public Offering (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 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 assets, or other activities occurring in connection with and attributable to the ownership or operation of the 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 assets, or other activities occurring in connection with and attributable to the ownership or operation of the assets, from and after the effective date of each acquisition. |
Cash_Flow_Information
Cash Flow Information | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Cash Flow Information [Abstract] | ||||||
Cash Flow Information | Cash Flow Information | |||||
Acquisition | ||||||
The transaction that resulted in our acquisition of equity investments in Sand Hills, Southern Hills and Explorer had both cash and noncash elements. We attributed $734.3 million of the total $880.0 million cash consideration paid to the investment balance of the Sand Hills, Southern Hills and Explorer pipeline joint ventures acquired (an investing cash outflow). The remaining $145.7 million of excess cash consideration was deemed a distribution to our General Partner (a financing cash outflow). The common and general partner units issued to Phillips 66 in the transaction were assigned no value, because the cash consideration exceeded the historical net book value of the acquired assets in the transaction. Accordingly, the units issued for these acquisitions had no impact on partner capital balances, other than changing ownership percentages. | ||||||
Capital Expenditures | ||||||
Our capital expenditures and investments consisted of: | ||||||
Millions of Dollars | ||||||
Three Months Ended | ||||||
31-Mar | ||||||
2015 | 2014* | |||||
Capital Expenditures and Investments | ||||||
Capital expenditures attributable to predecessors | $ | — | 34.9 | |||
Capital expenditures and investments attributable to the Partnership | 32.9 | 4.6 | ||||
Total capital expenditures and investments | $ | 32.9 | 39.5 | |||
*Prior-period financial information has been retrospectively adjusted for acquisitions under common control. | ||||||
Millions of Dollars | ||||||
Three Months Ended | ||||||
31-Mar | ||||||
2015 | 2014 | |||||
Noncash Investing and Financing Activities | ||||||
Contributions of net assets into joint ventures | $ | 45.5 | — | |||
Note payable—related parties associated with acquisition | — | 160 | ||||
Cash Payments | ||||||
Interest | $ | 1.9 | 0.1 | |||
Income taxes | — | — | ||||
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Related Party Transactions [Abstract] | ||||||
Related Party Transactions | Related Party Transactions | |||||
Commercial Agreements | ||||||
In connection with the Offering and subsequent acquisitions from Phillips 66, we entered into multiple commercial agreements with Phillips 66, including transportation services agreements, terminal services agreements, storage services agreements, stevedoring services agreements and rail terminal services agreements. Under these long-term, fee-based agreements, we provide transportation, terminaling, storage, stevedoring and rail terminal services to Phillips 66, and Phillips 66 commits to provide us with minimum quarterly throughput volumes of crude oil and refined petroleum products or minimum monthly service fees. Under our transportation and terminaling services agreements, if Phillips 66 fails to transport, throughput or store its minimum throughput volume during any quarter, then Phillips 66 will pay us a deficiency payment based on the calculation described in the agreement. | ||||||
Amended Operational Services Agreement | ||||||
Under our amended operational services agreement, we reimburse Phillips 66 for providing certain operational services to us in support of our pipelines, terminaling and storage facilities. These services include routine and emergency maintenance and repair services, routine operational activities, routine administrative services, construction and related services and such other services as we and Phillips 66 may mutually agree upon from time to time. | ||||||
Amended Omnibus Agreement | ||||||
The amended omnibus 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. 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. | ||||||
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 our results of operations being included 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. However, we would nevertheless 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. | ||||||
For additional information on our commercial and other agreements with Phillips 66, see our 2014 Annual Report on Form 10-K. | ||||||
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 | ||||||
Three Months Ended | ||||||
31-Mar | ||||||
2015 | 2014* | |||||
Operating and maintenance expenses | $ | 7.8 | 7.5 | |||
General and administrative expenses | 5.5 | 5.5 | ||||
Interest and debt expense | 1.9 | 0.4 | ||||
Total | $ | 15.2 | 13.4 | |||
*Prior-period financial information has been retrospectively adjusted for acquisitions under common control. | ||||||
We pay Phillips 66 a monthly operational and administrative support fee under the terms of our amended omnibus agreement in the amount of $2.5 million beginning March 2, 2015. In prior periods, the monthly fee paid to Phillips 66 was $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 from December 1, 2014, through March 1, 2015. | ||||||
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 of 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 include volumetric gain/loss 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. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
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. | |
Our provision for income taxes was $0.2 million for the three months ended March 31, 2015, compared with $0.3 million for the three months ended March 31, 2014. Our effective tax rate was 0.6 percent and 1.1 percent for the three months ended March 31, 2015, and 2014, respectively. The decrease in the effective tax rate for the first quarter of 2015 was primarily attributable to the recognition of deferred tax liabilities during the first quarter of 2014 associated with the Offering. |
New_Accounting_Standards
New Accounting Standards | 3 Months Ended |
Mar. 31, 2015 | |
New Accounting Standards [Abstract] | |
New Accounting Standards | New Accounting Standards |
In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs.” This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual and quarterly reporting periods of public entities beginning after December 15, 2015, applied on a retrospective basis. Early adoption is permitted for financial statements that have not been previously issued. We currently have debt issuance costs included as deferred charges in our balance sheet which will be reclassified as a reduction of debt when we adopt ASU 2015-03. | |
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. In April 2015, the FASB issued for comment an exposure draft, “Revenue Recognition - Deferral of the Effective Date of ASU 2014-09,” which will delay implementation for one year. 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 | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
On April 17, 2015, our pipeline that transports products from the Hartford Terminal to a dock on the Mississippi River experienced a diesel fuel release. The release was halted on the same day. We are working with the appropriate authorities and remediation efforts are underway. We currently expect costs associated with cleanup and remediation of the release to be in the range of $3 million to $5 million, most of which is expected to be recognized in the second quarter of 2015. Total estimated costs are subject to change to the extent additional information on the environmental impact of the release becomes known. We carry property and third-party liability insurance, each in excess of $5 million self-insured retentions. |
Business_and_Basis_of_Presenta1
Business and Basis of Presentation (Policies) | 3 Months Ended | |
Mar. 31, 2015 | ||
Business and Basis of Presentation [Abstract] | ||
Basis of Presentation | Basis of Presentation | |
We acquired assets from Phillips 66 during 2014 that were considered transfers of businesses between entities under common control. This required the transactions to be accounted for as if the transfers had occurred at the beginning of the period of transfer, with prior periods retrospectively adjusted to furnish comparative information. Accordingly, the accompanying financial statements and related notes have been retrospectively adjusted to include the historical results and financial position of these acquired businesses prior to the effective date of each acquisition. We refer to these pre-acquisition operations as those of our “Predecessors.” | ||
The combined financial statements of our Predecessors were derived from the accounting records of Phillips 66 and reflect the combined historical results of operations, financial position and cash flows of our Predecessors as if such businesses had been combined for all periods presented. | ||
All intercompany transactions and accounts within our Predecessors have been eliminated. The assets and liabilities of our Predecessors in these financial statements have been reflected on a historical cost basis because the transfer of the Predecessors to us 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 Predecessors’ operations, 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 results of our Predecessors may not include all of the actual expenses that would have been incurred had our Predecessors been a stand-alone publicly traded partnership during the periods presented. | ||
All financial information presented for the periods after each respective business acquisition represents the consolidated results of operations, financial position and cash flows of the Partnership. Accordingly: | ||
• | Our consolidated statements of income, comprehensive income and cash flows for the three months ended March 31, 2015, consist of the consolidated results of the Partnership. Our consolidated statements of income, comprehensive income and cash flows for the three months ended March 31, 2014, consist of the combined results of our Predecessors prior to the effective date of each acquisition and the consolidated results of the Partnership. | |
• | Our consolidated balance sheets at March 31, 2015, and December 31, 2014, consist of the consolidated balances of the Partnership. | |
• | Our consolidated statement of changes in equity for the three months ended March 31, 2015, consists of the consolidated activity of the Partnership. Our consolidated statement of changes in equity for the three months ended March 31, 2014, consists of both the combined activity of our Predecessors prior to the effective date of each acquisition and the consolidated activity of the Partnership. | |
Earnings Per Share, Policy | 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 incentive distribution rights (IDRs). Basic and diluted net income per unit are the same because we do not have potentially dilutive instruments outstanding for the periods presented. |
Equity_Investments_Tables
Equity Investments (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Equity Method Investments and Joint Ventures [Abstract] | |||||||||
Schedule of Equity Investments | The following table summarizes our equity investments: | ||||||||
Millions of Dollars | |||||||||
Percentage Ownership | Carrying Value | ||||||||
31-Mar-15 | 31-Dec-14 | ||||||||
DCP Sand Hills Pipeline, LLC | 33.34 | % | $ | 417 | — | ||||
DCP Southern Hills Pipeline, LLC* | 33.34 | 220.6 | — | ||||||
Explorer Pipeline Company | 19.46 | 104.7 | — | ||||||
Phillips 66 Partners Terminal LLC | 70 | 43.5 | — | ||||||
Paradigm Pipeline LLC | 50 | 15 | — | ||||||
Total equity investments | $ | 800.8 | — | ||||||
*Includes a negative basis difference of $100 million relating to a prior sale to a related party. | |||||||||
Earnings from our equity investments were as follows: | |||||||||
Millions of Dollars | |||||||||
Three Months Ended March 31 | |||||||||
2015 | 2014 | ||||||||
DCP Sand Hills Pipeline, LLC | $ | 4.3 | — | ||||||
DCP Southern Hills Pipeline, LLC | 1.5 | — | |||||||
Explorer Pipeline Company | 0.3 | — | |||||||
Phillips 66 Partners Terminal LLC | — | — | |||||||
Paradigm Pipeline LLC | — | — | |||||||
Total equity in earnings of affiliates | $ | 6.1 | — | ||||||
Summary of Financial Information | Summarized 100 percent financial information for Sand Hills follows. Although the acquisition of Sand Hills closed on March 2, 2015, the entire three-month period ended March 31, 2015, is presented in the table below, along with the corresponding period of 2014, for enhanced analysis and comparability. | ||||||||
Millions of Dollars | |||||||||
Three Months Ended March 31 | |||||||||
2015 | 2014 | ||||||||
Revenues | $ | 51 | 23.2 | ||||||
Income before income taxes | 32.8 | 9.5 | |||||||
Net income | 32.4 | 9.3 | |||||||
Properties_Plants_and_Equipmen1
Properties, Plants and Equipment (Tables) | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Property, Plant and Equipment [Abstract] | ||||||
Summary of Property, Plant and Equipment | Our investment in PP&E, with the associated accumulated depreciation, was: | |||||
Millions of Dollars | ||||||
March 31 | 31-Dec | |||||
2015 | 2014 | |||||
Cost: | ||||||
Land | $ | 5.9 | 17.4 | |||
Buildings and improvements | 27.7 | 27.3 | ||||
Pipelines and related assets | 180.1 | 165 | ||||
Terminals and related assets | 336.2 | 334.7 | ||||
Rail racks and related assets | 135.7 | 133.5 | ||||
Construction-in-progress | 32 | 54.5 | ||||
Gross PP&E | 717.6 | 732.4 | ||||
Less: Accumulated depreciation | (252.3 | ) | (247.3 | ) | ||
Net PP&E | $ | 465.3 | 485.1 | |||
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Debt Disclosure [Abstract] | ||||||
Schedule of Debt | Long-term debt at March 31, 2015, and December 31, 2014, was: | |||||
Millions of Dollars | ||||||
March 31 | 31-Dec | |||||
2015 | 2014 | |||||
2.646% Senior Notes due 2020 | $ | 300 | — | |||
3.605% Senior Notes due 2025 | 500 | — | ||||
4.680% Senior Notes due 2045 | 300 | — | ||||
Revolving credit facility | — | 18 | ||||
Note payable to Phillips 66 due 2019 at 3.0% | — | 160 | ||||
Note payable to Phillips 66 due 2019 at 3.1% | — | 244 | ||||
Note payable to Phillips 66 due 2019 at 2.9% | — | 7.6 | ||||
Debt at face value | 1,100.00 | 429.6 | ||||
Net unamortized discounts | (0.3 | ) | — | |||
Total debt | 1,099.70 | 429.6 | ||||
Short-term debt | — | — | ||||
Long-term debt | $ | 1,099.70 | 429.6 | |||
Net_Income_Per_Limited_Partner1
Net Income Per Limited Partner Unit (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Partners' Capital Notes [Abstract] | |||||||||||
Schedule of Distributions Declared, Partners Interest in Partnership Net Income and Net Income per Unit by Class | |||||||||||
Millions of Dollars | |||||||||||
Three Months Ended March 31 | |||||||||||
2015 | 2014 | ||||||||||
Net income attributable to the Partnership | $ | 35.4 | 18.3 | ||||||||
Less: General partner’s distribution declared (including IDRs)* | 6.4 | 0.8 | |||||||||
Limited partners’ distribution declared on common units* | 17.3 | 10.6 | |||||||||
Limited partner’s distribution declared on subordinated units* | 13 | 9.7 | |||||||||
Distribution in excess of net income attributable to the Partnership | $ | (1.3 | ) | (2.8 | ) | ||||||
*Distribution declared attributable to the indicated periods. | |||||||||||
General Partner | Limited | Limited | Total | ||||||||
(including IDRs) | Partners’ | Partner’s | |||||||||
Common | Subordinated | ||||||||||
Units | Units | ||||||||||
Three Months Ended March 31, 2015 | |||||||||||
Net income attributable to the Partnership (millions): | |||||||||||
Distribution declared | $ | 6.4 | 17.3 | 13 | 36.7 | ||||||
Distribution in excess of net income attributable to the Partnership | — | (0.7 | ) | (0.6 | ) | (1.3 | ) | ||||
Net income attributable to the Partnership | $ | 6.4 | 16.6 | 12.4 | 35.4 | ||||||
Weighted average units outstanding: | |||||||||||
Basic | 1,578,031 | 42,514,707 | 35,217,112 | 79,309,850 | |||||||
Diluted | 1,578,031 | 42,514,707 | 35,217,112 | 79,309,850 | |||||||
Net income per limited partner unit (dollars): | |||||||||||
Basic | $ | 0.39 | 0.35 | ||||||||
Diluted | 0.39 | 0.35 | |||||||||
Three Months Ended March 31, 2014 | |||||||||||
Net income attributable to the Partnership (millions): | |||||||||||
Distribution declared | $ | 0.8 | 10.6 | 9.7 | 21.1 | ||||||
Distribution in excess of net income attributable to the Partnership | — | (1.4 | ) | (1.4 | ) | (2.8 | ) | ||||
Net income attributable to the Partnership | $ | 0.8 | 9.2 | 8.3 | 18.3 | ||||||
Weighted average units outstanding: | |||||||||||
Basic | 1,462,251 | 36,433,206 | 35,217,112 | 73,112,569 | |||||||
Diluted | 1,462,251 | 36,433,206 | 35,217,112 | 73,112,569 | |||||||
Net income per limited partner unit (dollars): | |||||||||||
Basic | $ | 0.25 | 0.24 | ||||||||
Diluted | 0.25 | 0.24 | |||||||||
On April 22, 2015, the Board of Directors of our General Partner declared a quarterly cash distribution of $0.37 per limited partner unit which, combined with distributions to our General Partner, will result in total distributions of $36.7 million attributable to the first quarter of 2015. |
Cash_Flow_Information_Tables
Cash Flow Information (Tables) | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Cash Flow Information [Abstract] | ||||||
Summary of Capital Expenditures, Noncash Investing and Financing Activities and Cash Payments | ||||||
Millions of Dollars | ||||||
Three Months Ended | ||||||
31-Mar | ||||||
2015 | 2014* | |||||
Capital Expenditures and Investments | ||||||
Capital expenditures attributable to predecessors | $ | — | 34.9 | |||
Capital expenditures and investments attributable to the Partnership | 32.9 | 4.6 | ||||
Total capital expenditures and investments | $ | 32.9 | 39.5 | |||
*Prior-period financial information has been retrospectively adjusted for acquisitions under common control. | ||||||
Millions of Dollars | ||||||
Three Months Ended | ||||||
31-Mar | ||||||
2015 | 2014 | |||||
Noncash Investing and Financing Activities | ||||||
Contributions of net assets into joint ventures | $ | 45.5 | — | |||
Note payable—related parties associated with acquisition | — | 160 | ||||
Cash Payments | ||||||
Interest | $ | 1.9 | 0.1 | |||
Income taxes | — | — | ||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
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 | ||||||
Three Months Ended | ||||||
31-Mar | ||||||
2015 | 2014* | |||||
Operating and maintenance expenses | $ | 7.8 | 7.5 | |||
General and administrative expenses | 5.5 | 5.5 | ||||
Interest and debt expense | 1.9 | 0.4 | ||||
Total | $ | 15.2 | 13.4 | |||
*Prior-period financial information has been retrospectively adjusted for acquisitions under common control. |
Business_and_Basis_of_Presenta2
Business and Basis of Presentation (Narrative) (Details) (USD $) | 2 Months Ended | 3 Months Ended | 2 Months Ended | |
In Millions, except Share data, unless otherwise specified | Feb. 23, 2015 | Mar. 31, 2015 | Mar. 02, 2015 | Jan. 16, 2015 |
rail_rack | agreement | |||
sphere | ||||
project | ||||
investment | ||||
Limited Liability Company or Limited Partnership, Business Organization and Operations [Abstract] | ||||
Number of common units issued in public offering | 5,250,000 | |||
Proceeds from public offering, net of underwriting discounts | $384.50 | |||
Number of rail racks | 2 | |||
Number of refinery-grade propylene storage spheres | 2 | |||
Number of under-construction organic growth projects | 2 | |||
Number of equity-method investments | 5 | |||
Common Units [Member] | ||||
Limited Liability Company or Limited Partnership, Business Organization and Operations [Abstract] | ||||
Number of common units issued in public offering | 5,250,000 | |||
Paradigm Energy Partners, LLC [Member] | ||||
Limited Liability Company or Limited Partnership, Business Organization and Operations [Abstract] | ||||
Number of joint ventures formed | 2 | |||
Crude Oil Pipeline, Terminal And Storage Facilities [Member] | ||||
Limited Liability Company or Limited Partnership, Business Organization and Operations [Abstract] | ||||
Number of systems | 1 | |||
Refined Petroleum Products Pipeline, Terminal And Storage System [Member] | ||||
Limited Liability Company or Limited Partnership, Business Organization and Operations [Abstract] | ||||
Number of systems | 3 | |||
Senior Notes [Member] | ||||
Limited Liability Company or Limited Partnership, Business Organization and Operations [Abstract] | ||||
Aggregate principal amount of unsecured senior notes | $1,100 | |||
Phillips 66 [Member] | ||||
Limited Liability Company or Limited Partnership, Business Organization and Operations [Abstract] | ||||
Number of refineries to which our assets are connected | 7 | |||
Explorer Pipeline Company [Member] | Phillips 66 [Member] | Phillips 66 [Member] | ||||
Limited Liability Company or Limited Partnership, Business Organization and Operations [Abstract] | ||||
Percentage of ownership in equity method investment acquired | 19.46% | |||
DCP Sand Hills Pipeline, LLC [Member] | Phillips 66 [Member] | Phillips 66 Partners LP [Member] | ||||
Limited Liability Company or Limited Partnership, Business Organization and Operations [Abstract] | ||||
Percentage of ownership in equity method investment acquired | 33.34% | |||
DCP Southern Hills Pipeline, LLC [Member] | Phillips 66 [Member] | Phillips 66 Partners LP [Member] | ||||
Limited Liability Company or Limited Partnership, Business Organization and Operations [Abstract] | ||||
Percentage of ownership in equity method investment acquired | 33.34% |
Equity_Investments_Schedule_of
Equity Investments (Schedule of Equity Investments) (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||
Carrying Value | $800.80 | |
Equity in earnings of affiliates | 6.1 | |
DCP Sand Hills Pipeline, LLC [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage Ownership | 33.34% | |
Carrying Value | 417 | |
Equity in earnings of affiliates | 4.3 | |
DCP Southern Hills Pipeline, LLC [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage Ownership | 33.34% | |
Carrying Value | 220.6 | [1] |
Equity in earnings of affiliates | 1.5 | |
DCP Southern Hills Pipeline, LLC [Member] | Affiliated Entity [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Negative basis difference relating to a prior sale to a related party | 100 | |
Explorer Pipeline Company [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage Ownership | 19.46% | |
Carrying Value | 104.7 | |
Equity in earnings of affiliates | 0.3 | |
Phillips 66 Partners Terminal LLC [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage Ownership | 70.00% | |
Carrying Value | 43.5 | |
Paradigm Pipeline LLC [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage Ownership | 50.00% | |
Carrying Value | $15 | |
[1] | Includes a negative basis difference of $100 million relating to a prior sale to a related party. |
Equity_Investments_Summarized_
Equity Investments (Summarized Financial Information) (Details) (DCP Sand Hills Pipeline, LLC [Member], USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
DCP Sand Hills Pipeline, LLC [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenues | $51 | $23.20 |
Income before income taxes | 32.8 | 9.5 |
Net income | $32.40 | $9.30 |
Equity_Investments_Narrative_D
Equity Investments (Narrative) (Details) (USD $) | 3 Months Ended | 2 Months Ended | 0 Months Ended |
Mar. 31, 2015 | Mar. 02, 2015 | Jan. 16, 2015 | |
Explorer Pipeline Company, DCP Sand Hills Pipeline LLC, DCP Southern Hills Pipeline LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of units issued | 1,726,914 | ||
Phillips 66 [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
General partner interest maintained, percent | 2.00% | ||
Paradigm Energy Partners, LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of joint ventures formed | 2 | ||
Paradigm Energy Partners, LLC [Member] | Phillips 66 Partners Terminal LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest acquired, percentage | 70.00% | ||
Paradigm Energy Partners, LLC [Member] | Paradigm Pipeline LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest acquired, percentage | 50.00% | ||
Cash paid for equity method investment interest acquired | 4,900,000 | ||
Sand Hills Pipeline [Member] | DCP Sand Hills Pipeline, LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Pipeline length in miles | 720 | ||
Southern Hills Pipeline [Member] | DCP Southern Hills Pipeline, LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Pipeline length in miles | 800 | ||
Explorer Pipeline [Member] | Explorer Pipeline Company [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Pipeline length in miles | 1,830 | ||
Number of states to which refined petroleum product is transported | 16 | ||
Phillips 66 [Member] | Phillips 66 [Member] | Explorer Pipeline Company, DCP Sand Hills Pipeline LLC, DCP Southern Hills Pipeline LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Total consideration for the transaction | 1,010,000,000 | ||
Cash consideration for the transaction partially funded by proceeds from debt and equity offerings | 880,000,000 | 880,000,000 | |
Phillips 66 [Member] | Phillips 66 [Member] | Explorer Pipeline Company [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership in equity method investment acquired | 19.46% | ||
Phillips 66 [Member] | Phillips 66 Partners LP [Member] | DCP Sand Hills Pipeline, LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership in equity method investment acquired | 33.34% | ||
Phillips 66 [Member] | Phillips 66 Partners LP [Member] | Explorer Pipeline Company, DCP Sand Hills Pipeline LLC, DCP Southern Hills Pipeline LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Transaction costs expensed | 900,000 | ||
Phillips 66 [Member] | Phillips 66 Partners LP [Member] | DCP Southern Hills Pipeline, LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership in equity method investment acquired | 33.34% | ||
Common Units [Member] | Phillips 66 [Member] | Phillips 66 [Member] | Explorer Pipeline Company, DCP Sand Hills Pipeline LLC, DCP Southern Hills Pipeline LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of units issued | 1,587,376 | ||
General Partner [Member] | Phillips 66 [Member] | Explorer Pipeline Company, DCP Sand Hills Pipeline LLC, DCP Southern Hills Pipeline LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of units issued | 139,538 | ||
Phillips 66 [Member] | Explorer Pipeline Company, DCP Sand Hills Pipeline LLC, DCP Southern Hills Pipeline LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
The percentage of Phillips 66's equity interest owned that was acquired, percentage | 100.00% | ||
Minimum [Member] | Explorer Pipeline [Member] | Explorer Pipeline Company [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of cities to which refined petroleum product is transported | 70 |
Properties_Plants_and_Equipmen2
Properties, Plants and Equipment (Summary of Properties, Plants and Equipment)(Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Gross PP&E | $717.60 | $732.40 |
Less: accumulated depreciation | -252.3 | -247.3 |
Net PP&E | 465.3 | 485.1 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross PP&E | 5.9 | 17.4 |
Building and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross PP&E | 27.7 | 27.3 |
Pipelines and Related Assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross PP&E | 180.1 | 165 |
Terminals and Related Assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross PP&E | 336.2 | 334.7 |
Rail Racks And Related Assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross PP&E | 135.7 | 133.5 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross PP&E | $32 | $54.50 |
Debt_Summary_of_LongTerm_Debt_
Debt (Summary of Long-Term Debt) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Feb. 23, 2015 |
In Millions, unless otherwise specified | |||
Debt Instrument [Line Items] | |||
Debt at face value | $1,100 | $429.60 | |
Net unamortized discounts | -0.3 | ||
Total debt | 1,099.70 | 429.6 | |
Long-term debt | 1,099.70 | 429.6 | |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Revolving credit facility | 0 | 18 | |
Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Senior Notes | 1,100 | ||
2.646% Senior Notes due 2020 [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Senior Notes | 300 | 300 | |
Interest rate, stated percentage | 2.65% | 2.65% | |
3.605% Senior Notes due 2025 [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Senior Notes | 500 | 500 | |
Interest rate, stated percentage | 3.61% | 3.61% | |
4.680% Senior Notes due 2045 [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Senior Notes | 300 | 300 | |
Interest rate, stated percentage | 4.68% | 4.68% | |
Phillips 66 [Member] | Note Payable, 160 million US, 5-year, 3 percent [Member] | |||
Debt Instrument [Line Items] | |||
Note payable to Phillips 66 | 160 | ||
Interest rate, stated percentage | 3.00% | ||
Phillips 66 [Member] | Note Payable, 244 million US, 5-year, 3.1 percent [Member] | |||
Debt Instrument [Line Items] | |||
Note payable to Phillips 66 | 244 | ||
Interest rate, stated percentage | 3.10% | ||
Phillips 66 [Member] | Note Payable, 7.6 million US, 5-year, 2.9 percent [Member] | |||
Debt Instrument [Line Items] | |||
Note payable to Phillips 66 | $7.60 | ||
Interest rate, stated percentage | 2.90% |
Debt_Narrative_Details
Debt (Narrative) (Details) (USD $) | 2 Months Ended | ||
In Millions, unless otherwise specified | Feb. 23, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
note_payable | |||
Phillips 66 [Member] | |||
Number of notes repaid with portion of proceeds from Notes Offering | 3 | ||
Senior Notes [Member] | |||
Aggregate principal amount of unsecured senior notes | 1,100 | ||
Proceeds from debt offering, net of underwriting discounts, commissions and offering expenses | 1,092 | ||
Senior Notes [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Aggregate fair value of Senior Notes | 1,098 | ||
Senior Notes [Member] | 2.646% Senior Notes due 2020 [Member] | |||
Aggregate principal amount of unsecured senior notes | 300 | 300 | |
Interest rate, stated percentage | 2.65% | 2.65% | |
Senior Notes [Member] | 3.605% Senior Notes due 2025 [Member] | |||
Aggregate principal amount of unsecured senior notes | 500 | 500 | |
Interest rate, stated percentage | 3.61% | 3.61% | |
Senior Notes [Member] | 4.680% Senior Notes due 2045 [Member] | |||
Aggregate principal amount of unsecured senior notes | 300 | 300 | |
Interest rate, stated percentage | 4.68% | 4.68% | |
Revolving Credit Facility [Member] | |||
Amount outstanding | $0 | $18 |
Equity_Narrative_Details
Equity (Narrative) (Details) (USD $) | 2 Months Ended | 3 Months Ended |
In Millions, except Share data, unless otherwise specified | Feb. 23, 2015 | Mar. 31, 2015 |
Limited Partners' Capital Account [Line Items] | ||
Number of common units issued in public offering | 5,250,000 | |
Proceeds from public offering, net of underwriting discounts | $384.50 | |
Common Units [Member] | ||
Limited Partners' Capital Account [Line Items] | ||
Number of common units issued in public offering | 5,250,000 | |
Price per common limited partner unit | $75.50 |
Net_Income_Per_Limited_Partner2
Net Income Per Limited Partner Unit (Schedule of Net Income By Class of Participating Securities) (Details) (USD $) | 3 Months Ended | 1 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Apr. 22, 2015 | ||
Partners' Capital [Abstract] | |||||
Net income attributable to the Partnership | $35.40 | $18.30 | [1] | ||
Distributions declared | 29.1 | 16.2 | |||
Distributions declared | 21.1 | ||||
Distribution in excess of net income attributable to the Partnership | -1.3 | -2.8 | |||
Weighted average units outstanding, general partner, basic | 1,578,031 | 1,462,251 | |||
Weighted average units outstanding, basic | 79,309,850 | 73,112,569 | |||
Weighted average units outstanding, general partner, diluted | 1,578,031 | 1,462,251 | |||
Weighted average units outstanding, diluted | 79,309,850 | 73,112,569 | |||
Common Units [Member] | |||||
Partners' Capital [Abstract] | |||||
Net income attributable to the Partnership | 9.2 | ||||
Weighted average units outstanding, limited partner, basic | 42,514,707 | 36,433,206 | |||
Weighted average units outstanding, limited partner, diluted | 42,514,707 | 36,433,206 | |||
Net income per limited partner unit, basic (dollars) | $0.39 | $0.25 | |||
Net income per limited partner unit, diluted (dollars) | $0.39 | $0.25 | |||
Subordinated Units [Member] | |||||
Partners' Capital [Abstract] | |||||
Net income attributable to the Partnership | 8.3 | ||||
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 (dollars) | $0.35 | $0.24 | |||
Net income per limited partner unit, diluted (dollars) | $0.35 | $0.24 | |||
General Partner [Member] | |||||
Partners' Capital [Abstract] | |||||
Net income attributable to the Partnership | 6.4 | 0.8 | |||
Distributions declared | 3.6 | 0.3 | |||
Distributions declared | 0.8 | [2] | |||
Limited Partner [Member] | Common Units [Member] | |||||
Partners' Capital [Abstract] | |||||
Net income attributable to the Partnership | 16.6 | ||||
Distributions declared | 10.6 | [2] | |||
Distribution in excess of net income attributable to the Partnership | -0.7 | -1.4 | |||
Limited Partner [Member] | Subordinated Units [Member] | |||||
Partners' Capital [Abstract] | |||||
Net income attributable to the Partnership | 12.4 | ||||
Distributions declared | 9.7 | [2] | |||
Distribution in excess of net income attributable to the Partnership | -0.6 | -1.4 | |||
Subsequent Event [Member] | |||||
Partners' Capital [Abstract] | |||||
Distributions declared | 36.7 | ||||
Subsequent Event [Member] | General Partner [Member] | |||||
Partners' Capital [Abstract] | |||||
Distributions declared | 6.4 | [2] | |||
Subsequent Event [Member] | Limited Partner [Member] | Common Units [Member] | |||||
Partners' Capital [Abstract] | |||||
Distributions declared | 17.3 | [2] | |||
Subsequent Event [Member] | Limited Partner [Member] | Subordinated Units [Member] | |||||
Partners' Capital [Abstract] | |||||
Distributions declared | $13 | [2] | |||
[1] | Prior-period financial information has been retrospectively adjusted for acquisitions under common control. | ||||
[2] | Distribution declared attributable to the indicated periods. |
Net_Income_Per_Limited_Partner3
Net Income Per Limited Partner Unit (Narrative) (Details) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Apr. 22, 2015 | Jun. 30, 2015 |
Subsequent Events [Abstract] | ||||
Total distributions attributable to the first quarter | $29.10 | $16.20 | ||
Subsequent Event [Member] | ||||
Subsequent Events [Abstract] | ||||
Total distributions attributable to the first quarter | 36.7 | |||
Cash Distribution [Member] | Subsequent Event [Member] | ||||
Subsequent Events [Abstract] | ||||
Quarterly cash distribution declared per limited partner unit | $0.37 | |||
Total distributions attributable to the first quarter | 36.7 | |||
Phillips 66 [Member] | Subordinated Units [Member] | Non-public [Member] | ||||
Subsequent Events [Abstract] | ||||
Total distributions attributable to the first quarter | 12 | 7.9 | ||
Phillips 66 [Member] | Subordinated Units [Member] | Non-public [Member] | Subsequent Event [Member] | ||||
Subsequent Events [Abstract] | ||||
Units expected to convert in the second quarter of 2015 | -35,217,112 | |||
Phillips 66 [Member] | Common Units [Member] | Non-public [Member] | ||||
Subsequent Events [Abstract] | ||||
Total distributions attributable to the first quarter | $7.10 | $3.70 | ||
Phillips 66 [Member] | Common Units [Member] | Non-public [Member] | Subsequent Event [Member] | ||||
Subsequent Events [Abstract] | ||||
Units expected to convert in the second quarter of 2015 | 35,217,112 |
Contingencies_Narrative_Detail
Contingencies (Narrative) (Details) (Losses Related To Contributed Assets Subject to a Deductible before Eligibility For Indemnification Under the Omnibus Agreement[Member], USD $) | Mar. 31, 2015 |
In Millions, unless otherwise specified | |
Indemnification | |
Aggregate deductible before entitled to indemnification by Phillips 66 for litigation matters provided therein | $0.20 |
Litigation Matters [Member] | |
Indemnification | |
Aggregate deductible before entitled to indemnification by Phillips 66 | 0.2 |
Environmental Liabilities [Member] | |
Indemnification | |
Aggregate deductible before entitled to indemnification by Phillips 66 | $0.10 |
Cash_Flow_Information_Summary_
Cash Flow Information (Summary of Cash Flow Information) (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | |
Capital Expenditures [Abstract] | |||
Capital expenditures attributable to predecessors | $34.90 | [1] | |
Capital expenditures and investments attributable to the Partnership | 32.9 | 4.6 | [1] |
Total capital expenditures and investments | 32.9 | 39.5 | [1] |
Noncash Investing and Financing Items [Abstract] | |||
Contributions of net assets into joint ventures | 45.5 | ||
Note payable—related parties associated with acquisition | 160 | ||
Interest Paid | |||
Interest | $1.90 | $0.10 | |
[1] | Prior-period financial information has been retrospectively adjusted for acquisitions under common control. |
Cash_Flow_Information_Narrativ
Cash Flow Information (Narrative) (Details) (USD $) | 3 Months Ended | 2 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 02, 2015 | ||
Business Acquisition [Line Items] | ||||
Cash consideration deemed a distribution to our General Partner | $145,700,000 | $262,000,000 | [1] | |
Explorer Pipeline Company, DCP Sand Hills Pipeline LLC, DCP Southern Hills Pipeline LLC [Member] | General Partner [Member] | Phillips 66 [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration deemed a distribution to our General Partner | 145,700,000 | |||
Value assigned to units issued to Phillips 66 | 0 | |||
Explorer Pipeline Company, DCP Sand Hills Pipeline LLC, DCP Southern Hills Pipeline LLC [Member] | Phillips 66 [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration attributed to the investment balance acquired | 734,300,000 | |||
Explorer Pipeline Company, DCP Sand Hills Pipeline LLC, DCP Southern Hills Pipeline LLC [Member] | Phillips 66 [Member] | Phillips 66 [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration attributed to the investment balance acquired | 734,300,000 | |||
Cash consideration paid | 880,000,000 | 880,000,000 | ||
Explorer Pipeline Company, DCP Sand Hills Pipeline LLC, DCP Southern Hills Pipeline LLC [Member] | Phillips 66 [Member] | Common Units [Member] | Phillips 66 [Member] | ||||
Business Acquisition [Line Items] | ||||
Value assigned to units issued to Phillips 66 | $0 | |||
[1] | Prior-period financial information has been retrospectively adjusted for acquisitions under common control. |
Related_Parties_Transactions_S
Related Parties Transactions (Summary of Related Party Charges) (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | |
Related Party Transactions [Abstract] | |||
Operating and maintenance expenses | $7.80 | $7.50 | [1] |
General and administrative expenses | 5.5 | 5.5 | [1] |
Interest and debt expense | 1.9 | 0.4 | [1] |
Total | $15.20 | $13.40 | [1] |
[1] | Prior-period financial information has been retrospectively adjusted for acquisitions under common control. |
Related_Party_Transactions_Nar
Related Party Transactions (Narrative) (Details) (Amended Omnibus Agreement [Member], Phillips 66 [Member], Phillips 66 [Member], USD $) | 1 Months Ended | 4 Months Ended | 7 Months Ended | 9 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2015 | Feb. 28, 2014 | Nov. 30, 2014 |
Amended Omnibus Agreement [Member] | Phillips 66 [Member] | Phillips 66 [Member] | ||||
Related party agreements and fees | ||||
Monthly operational and administrative support fee | $2.50 | $2.40 | $1.10 | $2.30 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Provision for income taxes | $0.20 | $0.30 | [1] |
Effective tax rate, percentage | 0.60% | 1.10% | |
[1] | Prior-period financial information has been retrospectively adjusted for acquisitions under common control. |
Subsequent_Events_NarrativeDet
Subsequent Events (Narrative)(Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Jun. 30, 2015 | Mar. 31, 2015 |
Diesel Fuel Release [Member] | Minimum [Member] | Scenario, Forecast [Member] | Subsequent Event [Member] | ||
Environmental Remediation Obligations [Abstract] | ||
Expected costs associated with cleanup and remediation | $3 | |
Diesel Fuel Release [Member] | Maximum [Member] | Scenario, Forecast [Member] | Subsequent Event [Member] | ||
Environmental Remediation Obligations [Abstract] | ||
Expected costs associated with cleanup and remediation | 5 | |
Loss from Catastrophes [Member] | ||
Loss Contingency | ||
Amount of self-insured retentions | 5 | |
Uninsured Risk [Member] | ||
Loss Contingency | ||
Amount of self-insured retentions | $5 |