Related Party Transactions | Related Party Transactions Related party transactions include transactions with SPLC and Shell, including those entities in which Shell has an ownership interest but does not have control. Acquisition Agreements See the description of the May 2015 Purchase and Sale Agreement related to the May 2015 Acquisition, the Poseidon Contribution Agreement relating to the July 2015 Acquisition, the May 2016 Contribution Agreement relating to the May 2016 Acquisition, and the Share Purchase and Sale Agreement related to the August 2016 Acquisition as further described in Note 2—Acquisitions . On September 27, 2016, we entered into a Purchase and Sale Agreement among SPLC, SOPUS and the Operating Company to acquire a 49.0% interest in Odyssey Pipeline L.L.C. ("Odyssey") and an additional 20.0% interest in Mars for $350.0 million as further described in Note 12—Subsequent Events . Termination Agreement On November 3, 2014, we entered into a voting agreement with SPLC regarding the governance of Bengal (the “Voting Agreement”). On May 23, 2016, in connection with the May 2016 Acquisition, we and SPLC entered into a Termination of Bengal Voting Agreement, under which the Voting Agreement was terminated, as we acquired all of SPLC’s remaining interest in Bengal. Commercial Agreements For a discussion of the following related party commercial agreements, see Note 4—Related Party Transactions in the Notes to Consolidated Financial Statements of our 2015 Annual Report. Omnibus Agreement Pursuant to the omnibus agreement we entered into on November 3, 2014 with SPLC (the “Omnibus Agreement”): • we are required to pay an annual general and administrative fee for the provision of certain services by SPLC; • we are obligated to reimburse SPLC for certain direct or allocated costs and expenses incurred by SPLC on our behalf; • we are obligated to reimburse SPLC for all expenses incurred by SPLC as a result of us becoming and continuing as a publicly traded entity; we will reimburse our general partner for these expenses to the extent the fees relating to such services are not included in the general and administrative fee; and • Shell granted a license to us with respect to the use of certain Shell trademarks and trade names. Expenses related to our obligations under the Omnibus Agreement during the nine months ended September 30, 2016 and 2015 are reflected in related party general and administrative expenses disclosed below. Under the Omnibus Agreement, certain of our costs are indemnified by SPLC. The legal and environmental indemnifications are subject to individual $0.5 million deductibles, while we have an aggregate limit of $15.0 million , of which $10.7 million is remaining. As of September 30, 2016 , only the environmental indemnification remains and it will expire in November 2017. During the three and nine months ended September 30, 2016 , we did not make any claims for indemnification under the Omnibus Agreement. Zydeco In connection with our initial public offering (“IPO”) of common units, and the formation of Zydeco, we entered into various agreements with SPLC and Shell. For a discussion of these agreements, see Note 4—Related Party Transactions in the Notes to Consolidated Financial Statements of our 2015 Annual Report. Noncontrolling Interest Noncontrolling interest consists of SPLC's 7.5% retained ownership interest in Zydeco as of September 30, 2016 and 37.5% retained ownership interest in Zydeco as of December 31, 2015 . Noncontrolling interest consist of the following SPLC percentages retained at each of the following dates: Noncontrolling Interest March 31, 2015 57.0 % June 30, 2015 37.5 % September 30, 2015 37.5 % March 31, 2016 37.5 % June 30, 2016 7.5 % September 30, 2016 7.5 % Other Related Party Balances Other related party balances consist of the following: September 30, 2016 December 31, 2015 Accounts receivable $ 7.2 $ 9.8 Prepaid expenses 0.4 2.8 Accounts payable (1) 5.7 9.3 Deferred revenue 1.5 3.6 Accrued liabilities 5.6 3.6 Debt payable (2) 343.9 457.6 Lease liability 25.0 22.8 (1) Accounts payable reflects amounts owed to SPLC for reimbursement of third-party expenses incurred by SPLC for our benefit. (2) Debt payable reflects borrowings outstanding after taking into account unamortized debt issuance costs of $1.0 million and $0.6 million as of September 30, 2016 and December 31, 2015 , respectively. Related Party Revolving Credit Facilities We have entered into two revolving credit facilities with STCW: the Five Year Revolver and the 364 -Day Revolver. Zydeco entered into a senior unsecured revolving credit facility with STCW. For definitions and additional information regarding these credit facilities, see Note 7—Related Party Debt . Related Party Revenues and Expenses We provide crude oil transportation and storage services to related parties under long-term contracts. We entered into these contracts in the normal course of our business and the services are based on terms consistent with those provided to third parties. Our transportation services revenue from related parties was $19.5 million and $59.4 million for the three and nine months ended September 30, 2016 , respectively, and $29.4 million and $71.1 million for the three and nine months ended September 30, 2015 , respectively. Revenues related to storage services from related parties were $2.3 million and $6.5 million for the three and nine months ended September 30, 2016 , respectively, and $1.8 million and $5.7 million for the three and nine months ended September 30, 2015 , respectively. During the three and nine months ended September 30, 2016 , Zydeco, Mars, Bengal, Poseidon and Colonial paid cash distributions to us of $63.9 million and $174.8 million , respectively, of which $35.1 million and $80.7 million , respectively, related to Zydeco. During the three and nine months ended September 30, 2015 , Zydeco, Mars, Bengal, and Colonial paid cash distributions to us of $50.9 million and $128.7 million , respectively, of which $25.0 million and $70.2 million , respectively, related to Zydeco. For a discussion of services performed by SPLC and Shell on our behalf, see Note 1—Description of Business and Basis of Presentation—Basis of Presentation . During the three and nine months ended September 30, 2016 , we were allocated $1.1 million and $4.1 million , respectively, and during the three and nine months ended September 30, 2015 , we were allocated $1.9 million and $4.7 million , respectively, of indirect general corporate expenses incurred by SPLC and Shell which are included within general and administrative expenses in the condensed consolidated statements of income. Beginning July 1, 2014, Zydeco entered into an operating and management agreement with SPLC (the “Zydeco Management Agreement”) under which SPLC provides general management and administrative services to us. Zydeco no longer receives allocated corporate expenses from SPLC or Shell. Zydeco will continue to receive direct and allocated field and regional expenses, including payroll expenses not covered under the Zydeco Management Agreement. In addition, beginning October 1, 2015, Pecten and SPLC entered into an operating and management agreement under which we receive direct and allocated field and regional expenses from SPLC (the “Pecten Management Agreement”). Under the Zydeco Management Agreement and the Pecten Management Agreement, these expenses are primarily allocated to us on the basis of headcount, labor or other measure. These expense allocations have been determined on a basis that both SPLC and we consider to be a reasonable reflection of the utilization of services provided or the benefit received by us during the periods presented. For a discussion of these agreements and other agreements between Pecten and SPLC, see Note 4—Related Party Transactions in the Notes to Consolidated Financial Statements of our 2015 Annual Report. A portion of our insurance coverage is provided by Shell with the remaining coverage by third-party insurers. The related party portion of insurance expense for the three and nine months ended September 30, 2016 was $1.0 million and $2.8 million , respectively. The related party portion of insurance expense for the three and nine months ended September 30, 2015 was $0.9 million and $2.6 million , respectively. The following table shows related party expenses, including personnel costs described above, incurred by Shell and SPLC on our behalf that are reflected in the accompanying condensed consolidated statements of income for the indicated periods: Three Months Ended September 30, Nine Months Ended 2016 2015 2016 2015 Operations and maintenance - related parties $ 5.3 $ 4.5 $ 15.9 $ 14.2 General and administrative - related parties (1) 5.7 6.3 17.3 17.8 (1) For the three and nine months ended September 30, 2016 we incurred $1.9 million and $5.8 million , respectively, under the Zydeco Management Agreement, and $2.2 million and $6.4 million , respectively, under the Omnibus Agreement for the general and administrative fee. For the three and nine months ended September 30, 2015 we incurred $1.8 million and $5.4 million , respectively, under the Zydeco Management Agreement, and $2.1 million and $6.4 million , respectively, under the Omnibus Agreement for the general and administrative fee. Pension and Retirement Savings Plans Employees who directly or indirectly support our operations participate in the pension, postretirement health and life insurance, and defined contribution benefit plans sponsored by Shell, which include other Shell subsidiaries. Our share of pension and postretirement health and life insurance costs for the three and nine months ended September 30, 2016 was $0.7 million and $2.0 million , respectively, and for the three and nine months ended September 30, 2015 was $1.5 million and $3.7 million , respectively. Our share of defined contribution benefit plan costs for the three and nine months ended September 30, 2016 was $0.3 million and $0.9 million , respectively, and for the three and nine months ended September 30, 2015 was $0.2 million and $0.7 million , respectively. Pension and defined contribution benefit plan expenses are included in either general and administrative expenses or operations and maintenance expenses in the accompanying condensed consolidated statements of income, depending on the nature of the employee’s role in our operations. Equity and Cost Method Investments We have equity method investments in Mars, Bengal and Poseidon, as well as cost method investments in Colonial and Explorer. SPLC also owns interests in Mars, Colonial and Explorer. In some cases we may make capital contributions or other payments to these entities. No such capital contributions were made for the three and nine months ended September 30, 2016 and September 30, 2015 . See Note 4—Equity Method Investments for additional details. Our investments in Explorer and Colonial are classified as Cost investments on the Condensed Consolidated Balance Sheets. We monitor the operating environment of these investments for change in circumstances or the occurrence of events that suggest the total carrying value of these investments may not be recoverable. The carrying value of cost method investments is not adjusted if there are no identified events or changes in circumstances that may have a material effect on the fair value of the investments. During the nine months ended September 30, 2016, and 2015, we did not recognize any impairment charges related to our cost method investments. |