Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 27, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Line Items] | |||
Entity Registrant Name | Shell Midstream Partners, L.P. | ||
Entity Central Index Key | 1,610,466 | ||
Trading Symbol | SHLX | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 2,677 | ||
Common Units | |||
Document And Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 223,811,781 | ||
Subordinated Units | |||
Document And Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 0 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||||
Current assets | ||||||||
Cash and cash equivalents | $ 137.7 | $ 122.1 | [1],[2] | $ 93.8 | [2] | $ 150.2 | [2] | |
Accounts receivable - third parties, net | 17.2 | 22.7 | [1] | |||||
Accounts receivable - related parties | 23.8 | 19.3 | [1] | |||||
Allowance oil | 12.4 | 11.7 | [1] | |||||
Prepaid expenses | 12.5 | 6.7 | [1] | |||||
Total current assets | 203.6 | 182.5 | [1] | |||||
Equity method investments | 362.6 | 324.7 | [1] | |||||
Property, plant and equipment, net | 736.5 | 733.7 | [1] | |||||
Cost investments | 62.1 | 62.1 | [1] | |||||
Other assets | 1.7 | 0.9 | [1] | |||||
Total assets | 1,366.5 | 1,303.9 | [1] | |||||
Current liabilities | ||||||||
Accounts payable - third parties | 4 | 7.2 | [1] | |||||
Accounts payable - related parties | 11.6 | 5.6 | [1] | |||||
Deferred revenue - third parties | 5.5 | 6 | [1] | |||||
Deferred revenue - related parties | 13.9 | 7.9 | [1] | |||||
Accrued liabilities - third parties | 12.7 | 12.2 | [1] | |||||
Accrued liabilities - related parties | 7.2 | 5.1 | [1] | |||||
Total current liabilities | 54.9 | 44 | [1] | |||||
Noncurrent liabilities | ||||||||
Debt payable - related party | 1,844 | 686 | [1] | |||||
Lease liability | 24.3 | 24.9 | [1] | |||||
Accrued liabilities - third party | 0 | 6.3 | [1] | |||||
Asset retirement obligations | 6.6 | 6.4 | [1] | |||||
Other unearned income | 2.6 | 2.1 | [1] | |||||
Total noncurrent liabilities | 1,877.5 | 725.7 | [1] | |||||
Total liabilities | 1,932.4 | 769.7 | [1] | |||||
Commitments and Contingencies (Note 13) | [1] | |||||||
(DEFICIT) EQUITY | ||||||||
Total partners' (deficit) capital | (589.2) | 98.3 | [1] | |||||
Noncontrolling interest | 23.3 | 21.5 | [1] | |||||
Net Parent investment | 0 | 414.4 | [1] | |||||
Total (deficit) equity | [3] | (565.9) | 534.2 | [1] | 632.5 | 1,088.7 | ||
Total liabilities and (deficit) equity | 1,366.5 | 1,303.9 | [1] | |||||
Shell Pipeline Company L P | ||||||||
(DEFICIT) EQUITY | ||||||||
General partner – SPLC (3,832,293 and 3,618,723 units issued and outstanding as of December 31, 2017 and December 31, 2016) | (2,855.5) | (1,873.7) | [1] | |||||
Common Units | General Public | ||||||||
(DEFICIT) EQUITY | ||||||||
Common and subordinated unitholders | 2,773.5 | 2,485.7 | [1] | |||||
Common Units | Shell Pipeline Company L P | ||||||||
(DEFICIT) EQUITY | ||||||||
Common and subordinated unitholders | (507.2) | (124.1) | [1] | |||||
Subordinated Units | Shell Pipeline Company L P | ||||||||
(DEFICIT) EQUITY | ||||||||
Common and subordinated unitholders | 0 | (389.6) | [1] | |||||
Total (deficit) equity | $ 0 | $ (389.6) | $ (409.8) | $ (440.9) | ||||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | |||||||
[2] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | |||||||
[3] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Dec. 31, 2017 | Dec. 31, 2016 |
Shell Pipeline Company L P | ||
General partners' capital account, units issued (in units) | 3,832,293 | 3,618,723 |
General partners' capital account, units outstanding (in units) | 3,832,293 | 3,618,723 |
Common unitholders | ||
Limited partners' capital account, units outstanding (in units) | 187,782,369 | |
Common unitholders | General Public | ||
Limited partners' capital account, units issued (in units) | 98,832,233 | 88,367,308 |
Limited partners' capital account, units outstanding (in units) | 98,832,233 | 88,367,308 |
Common unitholders | Shell Pipeline Company L P | ||
Limited partners' capital account, units issued (in units) | 88,950,136 | 21,475,068 |
Limited partners' capital account, units outstanding (in units) | 88,950,136 | 21,475,068 |
Subordinated Units | Shell Pipeline Company L P | ||
Limited partners' capital account, units issued (in units) | 0 | 67,475,068 |
Limited partners' capital account, units outstanding (in units) | 0 | 67,475,068 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Revenue | ||||||
Transportation, terminaling and storage services - third parties | $ 235.6 | $ 251.5 | [1] | $ 268.4 | [1] | |
Transportation, terminaling and storage services - related parties | 178.2 | 188.3 | [1] | 217.1 | [1] | |
Lease revenue - related parties | 56.3 | 13.1 | [1] | 0 | [1] | |
Total revenue | 470.1 | 452.9 | [1] | 485.5 | [1] | |
Costs and expenses | ||||||
Operations and maintenance - third parties | 104.1 | 76.9 | [1] | 84.8 | [1] | |
Operations and maintenance - related parties | 45.6 | 40 | [1] | 39 | [1] | |
Loss from disposition of fixed assets | 0.1 | 0.2 | [1],[2] | 0.3 | [1],[2] | |
General and administrative - third parties | 10.1 | 9.7 | [1] | 13.4 | [1] | |
General and administrative - related parties | 47.7 | 43.7 | [1] | 42.5 | [1] | |
Depreciation, amortization and accretion | 45 | 43.1 | [1],[2] | 37.9 | [1],[2] | |
Property and other taxes | 17.4 | 15.8 | [1] | 15 | [1] | |
Total costs and expenses | 270 | 229.4 | [1] | 232.9 | [1] | |
Operating income | 200.1 | 223.5 | [1] | 252.6 | [1] | |
Income from equity method investments | 186.6 | 138.1 | [1] | 104.7 | [1] | |
Dividend income from cost investments | 37.4 | 28.3 | [1] | 20.6 | [1] | |
Other (loss) income | 0 | (0.1) | [1] | 0.3 | [1] | |
Investment, dividend and other income | 224 | 166.3 | [1] | 125.6 | [1] | |
Interest expense, net | 32.2 | 12.3 | [1] | 4.3 | [1] | |
Income before income taxes | 391.9 | 377.5 | [1] | 373.9 | [1] | |
Income tax expense (benefit) | 0.1 | 0 | [1] | (0.1) | [1] | |
Net income | [3] | 391.8 | 377.5 | [1],[2] | 374 | [1],[2] |
Less: Net income attributable to the Parent | 77.3 | 102.3 | [1] | 133.8 | [1] | |
Less: Net income attributable to noncontrolling interests | 19.2 | 30.3 | [1] | 73.1 | [1] | |
Net income attributable to the Partnership | 295.3 | 244.9 | [1] | 167.1 | [1] | |
General partner's interest in net income attributable to the Partnership | 64.6 | 25 | [1] | 5 | [1] | |
Limited Partners' interest in net income attributable to the Partnership | $ 230.7 | $ 219.9 | [1] | $ 162.1 | [1] | |
Net income per Limited Partner Unit - Basic and Diluted (in dollars): | ||||||
Distributions per Limited Partner unit (in dollars per share) | $ 1.2461 | $ 1.0258 | [1] | $ 0.79 | [1] | |
Weighted average Limited Partner Units outstanding - Basic and Diluted (in millions): | ||||||
Weighted average limited partner units - Basic and Diluted (in units) | 184.1 | 172.9 | 143.8 | |||
Common Units | ||||||
Net income per Limited Partner Unit - Basic and Diluted (in dollars): | ||||||
Net income per Limited Partner Unit - Basic and Diluted (in dollars per share) | $ 1.28 | $ 1.32 | [1] | $ 1.16 | [1] | |
Common Units | Shell Pipeline Company L P | ||||||
Weighted average Limited Partner Units outstanding - Basic and Diluted (in millions): | ||||||
Weighted average limited partner units - Basic and Diluted (in units) | 89 | 21.5 | [1] | 21.5 | [1] | |
Subordinated Units | ||||||
Net income per Limited Partner Unit - Basic and Diluted (in dollars): | ||||||
Net income per Limited Partner Unit - Basic and Diluted (in dollars per share) | $ 0 | $ 1.27 | [1] | $ 1.14 | [1] | |
Subordinated Units | Shell Pipeline Company L P | ||||||
Costs and expenses | ||||||
Net income | $ 0 | $ 85.5 | $ 76.6 | |||
Weighted average Limited Partner Units outstanding - Basic and Diluted (in millions): | ||||||
Weighted average limited partner units - Basic and Diluted (in units) | 0 | 67.5 | [1] | 67.5 | [1] | |
Common unitholders - public | ||||||
Costs and expenses | ||||||
Net income | $ 118.4 | $ 107.2 | $ 61.1 | |||
Weighted average Limited Partner Units outstanding - Basic and Diluted (in millions): | ||||||
Weighted average limited partner units - Basic and Diluted (in units) | 91.4 | 80.4 | [1] | 51.9 | [1] | |
Common unitholders - public | Shell Pipeline Company L P | ||||||
Costs and expenses | ||||||
Net income | $ 112.3 | $ 27.2 | $ 24.4 | |||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | |||||
[2] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | |||||
[3] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||||
Cash flows from operating activities | |||||||
Net income | [1] | $ 391.8 | $ 377.5 | [2],[3] | $ 374 | [2],[3] | |
Adjustments to reconcile net income to net cash provided by operating activities | |||||||
Depreciation, amortization and accretion | 45 | 43.1 | [2],[3] | 37.9 | [2],[3] | ||
Loss from disposition of fixed assets | 0.1 | 0.2 | [2],[3] | 0.3 | [2],[3] | ||
Non-cash interest expense | 0.4 | 2.7 | [2] | 0 | [2] | ||
Allowance oil reduction to net realizable value | 0.3 | 0 | [2] | 2.7 | [2] | ||
Undistributed equity earnings | (6.5) | 4.1 | [2] | (4.3) | [2] | ||
Changes in operating assets and liabilities | |||||||
Accounts receivable | (7.4) | 0.3 | [2] | 3.4 | [2] | ||
Allowance oil | (3.4) | (4) | [2] | (4.7) | [2] | ||
Prepaid expenses and other assets | (6.8) | (0.1) | [2] | (0.7) | [2] | ||
Accounts payable | 8.3 | 0.3 | [2] | (7.7) | [2] | ||
Deferred revenue and other unearned income | 6 | 7.9 | [2] | (14.2) | [2] | ||
Accrued liabilities | 4.6 | (2.8) | [2] | 9.1 | [2] | ||
Net cash provided by operating activities | 432.4 | 429.2 | [2] | 395.8 | [2] | ||
Cash flows from investing activities | |||||||
Capital expenditures | (58) | (45.8) | [2] | (51.7) | [2] | ||
Acquisitions from Parent | (420.5) | (172.8) | [2] | (179.8) | [2] | ||
Third party acquisitions | (37.9) | (42) | [2] | 0 | [2] | ||
Capital contribution on acquisition | (12) | 0 | [2] | 0 | [2] | ||
Purchase price adjustment | 0.3 | 0 | [2] | 0 | [2] | ||
Return of investment | 18.2 | 15.8 | [2] | 12.5 | [2] | ||
April 2017 Divestiture | 0.8 | 0 | [2] | 0 | [2] | ||
Payment of pre-IPO distributions from investments to SPLC | 0 | 0 | [2] | (11.9) | [2] | ||
Net cash used in investing activities | (509.1) | (244.8) | [2] | (230.9) | [2] | ||
Cash flows from financing activities | |||||||
Net proceeds from private equity placement | 0 | 0 | [2] | 297.4 | [2] | ||
Net proceeds from public offerings | 277.9 | 818.1 | [2] | 296.8 | [2] | ||
Borrowing under credit facilities | 1,693.1 | 638.7 | [2] | 458.2 | [2] | ||
Contributions from general partner | 5.8 | 9.8 | [2] | 6.1 | [2] | ||
Repayment of credit facilities | (533.1) | (410) | [2] | 0 | [2] | ||
Capital distributions to general partner | (1,034.5) | (896.3) | [2] | (1,002.1) | [2] | ||
Distributions to noncontrolling interest | (18.9) | (30.2) | [2] | (73.2) | [2] | ||
Distributions to unitholders and general partner | (267.8) | (179.9) | [2] | (96.5) | [2] | ||
Other contributions from Parent | 18.2 | 14.4 | [2] | 40.4 | [2] | ||
Credit facility issuance costs | (2.4) | (0.6) | [2] | (0.3) | [2] | ||
Net distributions to Parent | (65.6) | (120) | [2] | (148.1) | [2] | ||
Proceeds from April 2017 Divestiture | 20.2 | 0 | [2] | 0 | [2] | ||
Other | (0.6) | (0.1) | [2] | 0 | [2] | ||
Net cash provided by (used in) financing activities | 92.3 | (156.1) | [2] | (221.3) | [2] | ||
Net increase (decrease) in cash and cash equivalents | 15.6 | 28.3 | [2] | (56.4) | [2] | ||
Cash at beginning of the year | [2] | 122.1 | [4] | 93.8 | 150.2 | ||
Cash at end of the year | 137.7 | 122.1 | [2],[4] | 93.8 | [2] | ||
Non-cash investing activity | |||||||
Increase in asset retirement obligation | 0 | (1) | [2] | (0.2) | [2] | ||
Non-cash investing and financing transactions | |||||||
Change in accrued capital expenditures | (0.1) | (1.1) | [2] | (6.5) | [2] | ||
Contribution of fixed assets from Parent | 0 | 0 | [2] | 0.4 | [2] | ||
Net assets not contributed to the Partnership | (5.1) | 0 | [2] | (6.4) | [2] | ||
Commencement of capital lease | 0 | 0 | [2] | 22.8 | [2] | ||
Other non-cash contributions from Parent | 0 | 0.2 | [2] | 1.8 | [2] | ||
Other non-cash capital distributions to general partner | 0 | (7.1) | [2] | 0 | [2] | ||
Other non-cash contribution from general partner | $ 0 | $ 7.1 | [2] | $ 0 | [2] | ||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | ||||||
[2] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | ||||||
[3] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | ||||||
[4] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Millions | Total | Common unitholders - public | Common unitholders - publicShell Pipeline Company L P | Subordinated UnitsShell Pipeline Company L P | General PartnerShell Pipeline Company L P | Noncontrolling Interest | Net Parent Investment | ||||
Beginning balance at Dec. 31, 2014 | $ 1,088.7 | [1] | $ 1,016.2 | $ (140.3) | $ (440.9) | $ (18) | $ 161.4 | [1] | $ 510.3 | [1] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 374 | [1],[2],[3] | 61.1 | 24.4 | 76.6 | 5 | 73.1 | [1] | 133.8 | [1] | |
Net proceeds from private placement | 297.4 | [1] | 297.4 | ||||||||
Net proceeds from public offerings | 296.8 | [1] | 296.8 | ||||||||
Contributions from general partner | 6.1 | [1] | 6.1 | ||||||||
Other contributions from Parent | 42.6 | [1] | 12.9 | 29.7 | [1] | ||||||
Distributions to noncontrolling interest | [1] | (73.2) | (73.2) | ||||||||
Distributions to unitholders and general partner | (96.5) | [1] | (34) | (14.5) | (45.5) | (2.5) | |||||
Acquisition of noncontrolling interest | [1] | (52.9) | (52.9) | ||||||||
Capital distributions to general partner | (1,002.1) | [1] | (1,002.1) | ||||||||
November 2015 Acquisition | [1] | (93.9) | (93.9) | ||||||||
Net distributions to Parent | [1] | (148.1) | (148.1) | ||||||||
Net assets not contributed to the partnership | [1] | (6.4) | (6.4) | ||||||||
Ending balance at Dec. 31, 2015 | 632.5 | [1] | 1,637.5 | (130.4) | (409.8) | (998.6) | 108.4 | [1] | 425.4 | [1] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 377.5 | [1],[2],[3] | 107.2 | 27.2 | 85.5 | 25 | 30.3 | [1] | 102.3 | [1] | |
Net proceeds from public offerings | 818.1 | [1] | 818.1 | ||||||||
Contributions from general partner | 16.9 | [1] | 16.9 | ||||||||
Other contributions from Parent | 9.7 | [1] | 3 | 6.7 | [1] | ||||||
Distributions to noncontrolling interest | [1] | (30.2) | (30.2) | ||||||||
Distributions to unitholders and general partner | (179.9) | [1] | (77.1) | (20.9) | (65.3) | (16.6) | |||||
Acquisition of noncontrolling interest | [1] | (87) | (87) | ||||||||
Capital distributions to general partner | (903.4) | [1] | (903.4) | ||||||||
Net distributions to Parent | [1] | (120) | (120) | ||||||||
Ending balance at Dec. 31, 2016 | 534.2 | [1],[4] | 2,485.7 | (124.1) | (389.6) | (1,873.7) | 21.5 | [1] | 414.4 | [1] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 391.8 | [1] | 118.4 | 112.3 | 0 | 64.6 | 19.2 | [1] | 77.3 | [1] | |
Net proceeds from public offerings | 277.9 | [1] | 277.9 | 0 | |||||||
Contributions from general partner | 5.8 | [1] | 5.8 | ||||||||
Other contributions from Parent | 17.1 | [1] | 17.1 | 0 | [1] | ||||||
Distributions to noncontrolling interest | [1] | (18.9) | (18.9) | ||||||||
Distributions to unitholders and general partner | (267.8) | [1] | (108.5) | (87.1) | (18.7) | (53.5) | |||||
November 2015 Acquisition | (1,455) | [1] | (1,034.5) | (420.5) | [1] | ||||||
Net distributions to Parent | [1] | (65.6) | (65.6) | ||||||||
Proceeds from April 2017 divestiture | 20.2 | [1] | 18.7 | 1.5 | [1] | ||||||
Expiration of subordinated period | 0 | [1] | (408.3) | 408.3 | |||||||
Net assets not contributed to the partnership | [1] | (5.6) | (5.6) | ||||||||
Ending balance at Dec. 31, 2017 | $ (565.9) | [1] | $ 2,773.5 | $ (507.2) | $ 0 | $ (2,855.5) | $ 23.3 | [1] | $ 0 | [1] | |
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | ||||||||||
[2] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | ||||||||||
[3] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | ||||||||||
[4] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Shell Midstream Partners, L.P. (“we,” “us,” “our” or “the Partnership”) is a Delaware limited partnership formed by Shell on March 19, 2014 to own and operate pipeline and other midstream assets, including certain assets received from Shell Pipeline Company LP (“SPLC”). We conduct our operations through our wholly owned subsidiary Shell Midstream Operating, LLC (“Operating Company”). Our general partner is Shell Midstream Partners GP LLC (“general partner”). References to “RDS”, “Shell” or “Parent” refer collectively to Royal Dutch Shell plc and its controlled affiliates, other than us, our subsidiaries and our general partner. Our common units trade on the New York Stock Exchange under the symbol “SHLX.” Description of Business We are a fee-based, growth-oriented master limited partnership that owns, operates, develops and acquires pipelines and other midstream assets. As of December 31, 2017 , our assets include interests in entities that own crude oil and refined products pipelines and terminals that serve as key infrastructure to (i) transport onshore and offshore crude oil production to Gulf Coast and Midwest refining markets and (ii) deliver refined products from those markets to major demand centers. Our assets also include interests in entities that own natural gas and refinery gas pipelines which transport offshore natural gas to market hubs and deliver refinery gas from refineries and plants to chemical sites along the Gulf Coast. The following table reflects our ownership, and Shell's retained ownership as of December 31, 2017: SHLX Ownership Shell's Retained Ownership Pecten Midstream LLC (“Pecten”) 100.0 % — % Sand Dollar Pipeline LLC (“Sand Dollar”) 100.0 % — % Triton West LLC (“Triton”) 100.0 % — % Zydeco Pipeline Company LLC (“Zydeco”) 92.5 % 7.5 % Mars Oil Pipeline Company LLC (“Mars”) 71.5 % — % Odyssey Pipeline L.L.C. (“Odyssey”) 71.0 % — % Bengal Pipeline Company LLC (“Bengal”) 50.0 % — % Crestwood Permian Basin LLC (“Permian Basin”) 50.0 % — % LOCAP LLC (“LOCAP”) 41.48 % — % Poseidon Oil Pipeline Company LLC (“Poseidon”) 36.0 % — % Explorer Pipeline Company (“Explorer”) 12.62 % 25.97 % Proteus Oil Pipeline Company, LLC (“Proteus”) 10.0 % — % Endymion Oil Pipeline Company, LLC (“Endymion”) 10.0 % — % Colonial Pipeline Company (“Colonial”) 6.0 % 10.12 % Cleopatra Gas Gathering Company, LLC (“Cleopatra”) 1.0 % — % We generate a substantial portion of our revenue under long-term agreements by charging fees for the transportation, terminaling and storage of crude oil and refined products through our pipelines and storage tanks, and from income from our equity and cost method investments. Our operations consist of one reportable segment. Basis of Presentation Our consolidated financial statements include all subsidiaries required to be consolidated under generally accepted accounting principles in the United States (“GAAP”). Our reporting currency is U.S. dollars, and all references to dollars are U.S. dollars. The accompanying consolidated financial statements and related notes have been prepared under the rules and regulations of the Securities and Exchange Commission (the “SEC”). These rules and regulations conform to the accounting principles contained in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification, the single source of GAAP. Our consolidated subsidiaries include Pecten, Sand Dollar, Triton, Zydeco, Odyssey and the Operating Company. Asset acquisitions of additional interests in previously consolidated subsidiaries and interests in cost and equity method investments are included in the financial statements prospectively from the effective date of each acquisition. In cases where these types of acquisitions are considered acquisitions of businesses under common control, the financial statements are retrospectively adjusted. As such, all financial results of interests acquired in the May 2017 Acquisition and the December 2017 Acquisition have been retrospectively adjusted. For additional interests acquired of cost and equity method investments previously owned, only the incremental ownership interest is retrospectively adjusted. See Note 3 – Acquisitions and Divestiture for definitions and additional information. The following businesses were acquired from our Parent and are accounted for as acquisitions between entities under common control. As such, our consolidated financial statements include the financial results of these businesses, which were derived from the financial statements and accounting records of SPLC and Shell for the periods prior to acquisition. Specifically, such businesses are reflected for the following periods prior to the effective date of such acquisition: • Pecten for periods prior to October 1, 2015; • Shell Delta, Na Kika and Refinery Gas Pipeline Operations for periods prior to May 10, 2017; and • December 2017 Acquisition for periods prior to December 1, 2017, including the effect of fully consolidating Odyssey. Our consolidated statements of income, cash flows and changes in equity for 2017, 2016 and 2015 consist of the combined results of the May 2017 Acquisition and the December 2017 Acquisition prior to the respective acquisition dates, and the consolidated activity of the Partnership. Additionally, our consolidated statements of income, cash flows and changes in equity for 2015 include the combined results of the November 2015 Acquisition prior to the acquisition date. Our consolidated statements of income exclude the results of these businesses from net income attributable to the Partnership for the periods indicated above by allocating these results to our Parent. See Note 3 - Acquisitions and Divestiture for definitions. Expense Allocations. Our consolidated statements of income also include expense allocations for certain functions performed by SPLC and Shell on behalf of the above businesses prior to their respective dates of acquisition by us. Such costs are included in either general and administrative expenses or operations and maintenance expenses in the accompanying consolidated statements of income, depending on the nature of the employee’s role in our operations. The expense allocations have been determined on a basis that we, SPLC and Shell consider to be a reasonable reflection of the utilization of the services provided or the benefit received during the periods presented. Beginning from July 1, 2014, Zydeco entered into an operating and management agreement with SPLC (the “Management Agreement”) under which SPLC provides general management and administrative services to us. Therefore, we no longer receive allocated corporate expenses from SPLC related to Zydeco. We will continue to receive direct and allocated field and regional expenses from SPLC including payroll expenses not covered under the operating and management agreement. In addition, beginning from October 1, 2015, Pecten entered into an operating and management agreement under which we receive direct and allocated field and regional expenses from SPLC. See details of related party transactions in Note 4 — Related Party Transactions . On May 10, 2017, SPLC entered into an operating and administrative management agreement with Sand Dollar. Sand Dollar is allocated certain costs in connection with the services provided pursuant to the agreement. On December 1, 2017, our general partner, SPLC and Triton West entered into an operating and administrative management agreement. Our general partner provides certain operational and support services pursuant to the agreement. The necessary personnel are employed by SPLC and are assigned to our general partner. Triton West is allocated costs in connection with the services. Cash. For all consolidated subsidiaries, we establish our own cash accounts for the funding of our operating and investing activities, with the exception of the capital expenditures incurred by SPLC on our behalf and then contributed to us. Funds are not comingled with the cash of other entities. Prior to the acquisition of each of these interests, the cash generated and used by our operations was deposited to Shell Treasury Center (West) Inc. (“STCW”) which was commingled with the cash of other entities controlled by Shell. STCW funded our operating activities and STCW or an affiliate funded investing activities as needed. Accordingly, we did not record any cash and cash equivalents held by SPLC on our behalf for any period prior to the effective date of each acquisition. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation Our consolidated financial statements include all subsidiaries where we have control. The assets and liabilities in the accompanying consolidated financial statements have been reflected on a historical basis. All significant intercompany accounts and transactions are eliminated upon consolidation. See Note 1 — Description of the Business and Basis of Presentation for additional details. Regulation Certain businesses are subject to regulation by various authorities including, but not limited to the FERC. Regulatory bodies exercise statutory authority over matters such as construction, rates and ratemaking and agreements with customers. Net Parent Investment Net Parent Investment represents Shell’s historical investment in us, our accumulated net earnings through the date which we completed the acquisition, and the net effect of transactions with, and allocations from, SPLC and Shell. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported of assets, liabilities, revenues and expenses in the accompanying consolidated financial statements and notes. Actual results could differ from those estimates. Common Control Transactions Assets and businesses acquired from our Parent and its subsidiaries are accounted for as common control transactions whereby the net assets acquired are combined with ours at their historical carrying value. If any recognized consideration transferred in such a transaction exceeds the carrying value of the net assets acquired, the excess is treated as a capital distribution to our General Partner, similar to a dividend. If the carrying value of the net assets acquired exceeds any recognized consideration transferred including, if applicable, the fair value of any limited partner units issued, then our Parent would record an impairment and our net assets acquired would be recorded at fair value. To the extent that such transactions require prior periods to be retrospectively adjusted, historical net equity amounts prior to the transaction date are reflected in “Net Parent Investment.” Cash consideration up to the carrying value of net assets acquired is presented as an investing activity in our consolidated statement of cash flows. Cash consideration in excess of the carrying value of net assets acquired is presented as a financing activity in our consolidated statement of cash flows. Assets and businesses sold to our Parent are also common control transactions accounted for using historical carrying value with any resulting gain treated as a contribution from Parent. Revenue Recognition Our revenues are primarily generated from the transportation and storage of crude oil and refined products through our pipelines and storage tanks. In general, we recognize revenue from customers when all of the following criteria are met: (1) persuasive evidence of an exchange arrangement exists; (2) delivery or storage has occurred or services have been rendered; (3) the price is fixed or determinable; and (4) collectability is reasonably assured. We record revenue for crude oil transportation and storage services over the period in which they are earned (i.e., either physical delivery or storage of product has taken place or the services designated in the contract have been performed). We accrue revenue based on services rendered but not billed for that accounting month. Additionally, we provide crude storage rental services to third parties and related parties under long-term contracts. As a result of FERC regulations, revenues we collect may be subject to refund. We establish reserves for these potential refunds based on actual expected refund amounts on the specific facts and circumstances. We had no reserves for potential refunds as of December 31, 2017 and 2016 . Our FERC-approved transportation services agreements on Zydeco entitle the customer to a specified amount of guaranteed capacity on a pipeline. This capacity cannot be pro-rated even if the pipeline is oversubscribed. In exchange, the customer makes a specified monthly payment regardless of the volume transported. If the customer does not ship its full guaranteed volume in a given month, it makes the full monthly cash payment and may ship the unused volume in a later month for no additional cash payment for up to 12 months, subject to availability on the pipeline. If there is insufficient capacity on the pipeline to allow the unused volume to be shipped, the customer forfeits its right to ship such unused volume. We do not refund any cash payments relating to unused volumes. Cash collected from customers for shortfalls under these agreements is recorded as deferred revenue. We recognize deferred revenue under these arrangements into revenue once all contingencies or potential performance obligations associated with the related volumes have either (1) been satisfied through the transportation of future excess volumes of crude oil, or (2) expired (or lapsed) through the passage of time pursuant to the terms of the FERC-approved transportation services agreement. Because the expiration of a customer’s right to utilize shortfall payments is twelve months or less, we classify deferred revenue as a short term liability. Total deferred revenue was $19.4 million and $13.9 million as of December 31, 2017 and 2016 , respectively. Our long-term transportation agreements and tariffs for crude oil transportation include a product loss allowance (“PLA”). PLA is intended to assure proper measurement of the crude oil despite solids, water, evaporation and variable crude types that can cause mismeasurement. The PLA provides additional revenue for us if product losses on our pipelines are within the allowed levels, and we are required to compensate our customers for any product losses that exceed the allowed levels. We take title to any excess loss allowance when product losses are within an allowed level, and we sell that product several times per year at prevailing market prices. We have certain transportation and terminaling services agreements with related parties that are considered operating leases under GAAP. Revenues from these agreements are recorded within Lease revenue - related parties in the consolidated statement of income. Certain of these agreements were each entered into for terms of ten years, with the option to extend for two additional five year terms and we have additional agreements with an initial term of ten years with the option to extend for up to ten additional one -year terms. Revenues for the indicated years comprise the following: 2017 2016 (1) 2015 (1) Transportation and terminaling services revenue - third party $ 226.9 $ 242.9 $ 259.8 Transportation and terminaling services revenue - related party 172.2 179.7 209.5 Total transportation revenue 399.1 422.6 469.3 Storage revenue - third party 8.7 8.6 8.6 Storage revenue - related party 6.0 8.6 7.6 Total storage revenue 14.7 17.2 16.2 Lease revenue - related parties 56.3 13.1 — Total lease revenue 56.3 13.1 — Total revenue $ 470.1 $ 452.9 $ 485.5 (1) The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. As of December 31, 2017, future minimum payments to be received under the ten-year contract term of these operating leases were estimated to be: Total Less than 1 year Years 2 to 3 Years 4 to 5 More than 5 years Operating leases $ 1,026.9 $ 106.3 $ 212.6 $ 212.6 $ 495.4 Cash and Cash Equivalents Our cash and cash equivalents includes cash and short-term highly liquid overnight deposits. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable represent valid claims against customers for products sold or services rendered, net of allowances for doubtful accounts. We assess the creditworthiness of our counterparties on an ongoing basis and require security, including prepayments and other forms of collateral, when appropriate. We establish provisions for losses on accounts receivable due from shippers and operators if we determine that we will not collect all or part of the outstanding balance. Outstanding customer receivables are regularly reviewed for possible nonpayment indicators, and allowances for doubtful accounts are recorded based upon management’s estimate of collectability at each balance sheet date. As of December 31, 2017 and 2016 , we did not have any allowance for doubtful accounts. Allowance Oil A PLA factor per barrel is incorporated into applicable crude oil tariffs to cover evaporation and other loss in transit. Allowance oil represents the net difference between the tariff PLA volumes and the actual volumetric losses. Our allowance oil is valued at the lower of cost or net realizable value using the average market price of the relevant type of crude oil during the month product was transported. Gains and losses from the conversion of allowance oil to cash are calculated using the specific cost per barrel based on the month of accumulation. Gains and losses from the conversion of allowance oil to cash and gains and losses from pipeline operations that relate to allowance oil are recorded in Operations and maintenance expenses in the accompanying consolidated statements of income. Equity Method Investments We account for investments where we have the ability to exercise significant influence, but not control, under the equity method of accounting. Income from equity method investments represents our proportionate share of net income generated by the equity method investees. Equity method investments are assessed for impairment whenever changes in the facts and circumstances indicate a loss in value has occurred, if the loss is deemed to be other than temporary. When the loss is deemed to be other than temporary, the carrying value of the equity method investment is written down to fair value. Differences in the basis of the investments and the separate net asset value of the investees, if any, are amortized into net income over the remaining useful lives of the underlying assets. Property, Plant and Equipment Our property, plant and equipment is recorded at its historical cost of construction or, upon acquisition, at either the fair value of the assets acquired or the historical carrying value to the entity that placed the asset in service. Expenditures for major renewals and betterments are capitalized while those minor replacement, maintenance, and repairs which do not improve or extend asset life are expensed when incurred. For constructed assets, we capitalize all construction-related direct labor and material costs, as well as indirect construction costs. We use the straight-line method to depreciate property, plant and equipment based on the estimated useful life of the asset. We report gains or losses on dispositions of fixed assets as loss (gain) from disposition of fixed assets in the accompanying consolidated statements of income. Impairment of Long-lived Assets We evaluate long-lived assets of identifiable business activities for impairment when events or changes in circumstances indicate, in our management’s judgment, that the carrying value of such assets may not be recoverable. These events include a significant decrease in the market value of the asset, changes in the manner in which we intend to use a long-lived asset, decisions to sell an asset and adverse changes in the legal or business environment such as adverse actions by regulators. If an event occurs, which is a determination that involves judgment, we perform an impairment assessment by comparing estimated undiscounted future cash flows associated with the asset to the asset’s net book value. If the net book value exceeds our estimate of undiscounted future cash flows, an impairment is calculated as the amount the net book value exceeds the estimated discounted future cash flows associated with the asset. We determined that there were no asset impairments in 2017 , 2016 or 2015 . Income Taxes We are not a taxable entity for U.S. federal income tax purposes or for the majority of states that impose an income tax. Taxes on our net income are generally borne by our partners through the allocation of taxable income. Our income tax expense results from partnership activity in the state of Texas, as conducted by Zydeco, Sand Dollar and Triton. Income tax expense for 2017, 2016 and 2015 was immaterial. On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJA”) was signed into law by President Trump. The TCJA makes broad and complex changes to the Internal Revenue Code of 1986, including, but not limited to, (1) creating a new deduction on certain pass-through income to individual partners; (2) repealing the partnership technical termination rule; (3) creating new limitations on certain deductions and credits, including interest expense deductions; and (4) reducing the highest marginal U.S. federal corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017. Since the operations of a partnership are not subject to federal income tax, and most provisions of the TCJA are effective for tax years beginning after December 31, 2017, the legislation is not expected to have a material impact to the Partnership for 2017. Cost Method Investments We account for investments in entities where we do not have control or significant influence under the cost method. 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. Cost method investments are reported as Cost investments in our consolidated balance sheets and dividends received are reported in Dividend income from cost investments in our consolidated income statements. Our cost investments include the following: December 31, 2017 2016 (1) Ownership Amount Ownership Amount Colonial 6.0% $ 11.4 6.0% $ 11.4 Explorer 12.62% 48.6 12.62% 48.6 Cleopatra 1.0% 2.1 1.0% 2.1 $ 62.1 $ 62.1 (1) The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. As part of the December 2017 Acquisition, our ownership in Explorer increased from 2.62% to 12.62% and we continue to account for this investment as a cost method investment. Our voting interest is in line with our percentage ownership and key governance issues pertaining to Explorer require a majority vote. Consequently, we do not control or exercise significant influence over Explorer. Asset Retirement Obligations Asset retirement obligations represent legal and constructive obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset. We record liabilities for obligations related to the retirement and removal of long-lived assets used in our businesses at fair value on a discounted basis when they are incurred and can be reasonably estimated. Amounts recorded for the related assets are increased by the amount of these obligations. Over time, the liabilities increase due to the change in their present value, and the initial capitalized costs are depreciated over the useful lives of the related assets. The liabilities are eventually extinguished when settled at the time the asset is taken out of service. Our asset retirement obligations relate to our exclusive right of use of a portion of the Garden Banks 128 “A” Platform (GB 128A), where we operate facilities relating to the Auger pipeline system, as well as the abandonment of certain Odyssey pipeline assets. In relation to GB 128A, our right of use agreement provides that we pay our share of the decommissioning costs when and if that platform ceases operation. We have determined that a significant portion of our assets utilizing GB 128A have an indeterminate life, and as such, the fair values of those associated retirement obligations are not reasonably estimable. These assets include offshore pipelines pump and meter stations whose retirement dates will depend mostly on the various supply sources that connect to our systems and the ongoing demand for usage in the markets we serve. We expect these supply sources and market demands to continue for the foreseeable future, therefore we are unable to estimate retirement dates that would result in asset retirement obligations. Asset retirement obligations are adjusted each period for liabilities incurred or settled during the period, accretion expense and any revisions made to the estimated cash flows. Our asset retirement obligations were $6.6 million and $6.4 million , respectively, as of December 31, 2017 and 2016 . During each of 2017 , 2016 and 2015 accretion expense was $0.2 million . We continue to evaluate our asset retirement obligations and future developments could impact the amounts we record. The demand for our pipelines and terminals depends on the ongoing demand to move crude oil and refined products through the system. Although individual assets will be replaced as needed, our pipelines will continue to exist for an indefinite useful life. As such, there is uncertainty around the timing of any asset retirement activities. As a result, with the exception of the asset retirement obligations stated above, we determined that there is not sufficient information to make a reasonable estimate of the asset retirement obligations for our remaining assets as of December 31, 2017 and 2016 . Pensions and Other Postretirement Benefits We do not have our own employees. Employees that work on our pipelines or terminal are employees of SPLC and we share employees with other SPLC-controlled and non-controlled entities. For presentation of these accompanying consolidated financial statements, our portion of payroll costs and employee benefit plan costs have been allocated as a charge to us by SPLC and Shell Oil Company. Shell Oil Company sponsors various employee pension and postretirement health and life insurance plans. For purposes of these accompanying consolidated financial statements, we are considered to be participating in the benefit plans of Shell Oil Company. We participate in the following defined benefits plans: Shell Oil Pension Plan, Shell Oil Retiree Health Care Plan, and Pennzoil-Quaker State Retiree Medical & Life Insurance. As a participant in these benefit plans, we recognize as expense in each period an allocation from Shell Oil Company, and we do not recognize any employee benefit plan assets or liabilities. See Note 4 — Related Party Transactions for total pension and benefit expenses under these plans. Legal We are subject to litigation and regulatory proceedings as the result of our business operations and transactions. We use both internal and external counsel in evaluating our potential exposure to adverse outcomes from orders, judgments or settlements. In general, we expense legal costs as incurred. When we identify specific litigation that is expected to continue for a significant period of time, is probable to occur and may require substantial expenditures, we identify a range of possible costs expected to be required to litigate the matter to a conclusion or reach an acceptable settlement, and we accrue for the most probable outcome. To the extent that actual outcomes differ from our estimates, or additional facts and circumstances cause us to revise our estimates, our earnings will be affected. Environmental Matters We are subject to federal, state, and local environmental laws and regulations. Environmental expenditures are expensed or capitalized depending on their economic benefit. We expense costs such as permits, compliance with existing environmental regulations, remedial investigations, soil sampling, testing and monitoring costs to meet applicable environmental laws and regulations where prudently incurred or determined to be reasonably possible in the ordinary course of business. We are permitted to recover such expenditures through tariff rates charged to customers. We also expense costs that relate to an existing condition caused by past environmental incidents, which do not contribute to current or future revenue generation. We record environmental liabilities when environmental assessments and/or remedial efforts are probable and we can reasonably estimate the costs. Generally, our recording of these accruals coincides with our completion of a feasibility study or our commitment to a formal plan of action. We recognize receivables for anticipated associated insurance recoveries when such recoveries are deemed to be probable. For 2017 , we incurred $0.4 million , and for both 2016 and 2015 we incurred $0.1 million of environmental cleanup costs. As a result of the contribution of Pecten from SPLC, SHLX was indemnified by SPLC against cleanup costs for incidents that occurred at Auger or Lockport prior to the contribution of Pecten on October 1, 2015. There were no environmental incidents related to Auger or Lockport during the periods presented. As of December 31, 2017 and 2016 , we had accruals for $0.3 million and $6.8 million , respectively, for environmental clean-up costs. Refer to Note 4 — Related Party Transactions under the Omnibus Agreement for additional details. At December 31, 2017 and 2016, we have accrued approximately $0.3 million and $0.5 million , respectively, in costs related to a Consent Decree issued in 1998 by the State of Washington Department of Ecology with respect to our products terminal located in Seattle, Washington. The costs relate to ongoing groundwater compliance monitoring and other remedial activities. As of December 31, 2016, we have accrued $6.3 million related to certain liabilities associated with the terminals located in Portland, Oregon and Seattle, Washington associated with the Portland Harbor Superfund Site. Pursuant to the Contribution Agreement, dated December 1, 2017, by and between Equilon Enterprises LLC d/b/a Shell Oil Products US (“SOPUS”) and Triton, SOPUS agreed to retain certain liabilities associated with these costs. We do not anticipate any obligations, costs or expenses related to the Portland Superfund Site to arise after the closing date. We routinely conduct reviews of potential environmental issues and claims that could impact our assets or operations. These reviews assist us in identifying environmental issues and estimating the costs and timing of remediation efforts. In making environmental liability estimations, we consider the material effect of environmental compliance, pending legal actions against us and potential third-party liability claims. Often, as the remediation evaluation and effort progresses, additional information is obtained, requiring revisions to estimated costs. These revisions are reflected in our income statement in the period in which they are probable and reasonably estimable. Other Contingencies We recognize liabilities for other contingencies when we have an exposure that indicates it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Where the most likely outcome of a contingency can be reasonably estimated, we accrue a liability for that amount. Where the most likely outcome cannot be estimated, a range of potential losses is established and if no one amount in that range is more likely than any other, the lower end of the range is accrued. Fair Value Estimates We measure assets and liabilities requiring fair value presentation or disclosure using an exit price (i.e., the price that would be received to sell an asset or paid to transfer a liability) and disclose such amounts according to the quality of valuation inputs under the following hierarchy: Level 1: Quoted prices in an active market for identical assets or liabilities. Level 2: Inputs other than quoted prices that are directly or indirectly observable. Level 3: Unobservable inputs that are significant to the fair value of assets or liabilities. We classify the fair value of an asset or liability based on the lowest level of input significant to its measurement. A fair value initially reported as Level 3 will be subsequently reported as Level 2 if the unobservable inputs become inconsequential to its measurement, or corroborating market data becomes available. Asset and liability fair values initially reported as Level 2 will be subsequently reported as Level 3 if corroborating market data becomes unavailable. The carrying amounts of our accounts receivable, accounts payable, and accrued liabilities approximate their fair values due to their short term nature. Nonrecurring Fair Value Measurements — Fair value measurements are applied with respect to our nonfinancial assets and liabilities measured on a nonrecurring basis, which consist primarily of asset retirement obligations. Nonrecurring fair value measurements are also applied, when applicable, to determine the fair value of our long-lived assets. Net income per limited partner unit Net income per unit applicable to common limited partner units, and to subordinated limited partner units in periods prior to the expiration of the subordination period, is computed by dividing the respective limited partners’ interest in net income attributable to the partnership for the period by the weighted average number of common units and subordinated units, respectively, outstanding for the period. Because we have more than one class of participating securities, we use the two-class method when calculating the net income per unit applicable to limited partners. The classes of participating securities include common units, subordinated units, general partner units, and incentive distribution rights (“IDR's”). Basic and diluted net income per unit are the same because we do not have any potentially dilutive units outstanding for the period presented. Our net income includes earnings related to businesses acquired through transactions between entities under common control for periods prior to their acquisition by us. We have allocated these pre-acquisition earnings to our General Partner. On February 15, 2017, all of the subordinated units converted into common units following the payment of the cash distribution for the fourth quarter of 2016. See Note 10 — (Deficit) Equity for additional information. Comprehensive Income We have not reported comprehensive income due to the absence of items of other comprehensive income in the periods presented. Recent Accounting Pronouncements Standards Adopted as of January 1, 2017 In October 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-17 to Topic 810, Consolidation, making changes on how a reporting entity should treat indirect interests in an entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of a variable interest entity. The update was effective for us as of January 1, 2017. The adoption of this update in 2017 did not have a material impact on our financial statements. In March 2016, the FASB issued ASU 2016-07 to Topic 323, Investments – Equity Method and Joint Ventures, to eliminate the need for an entity to retroactively adopt the equity method of accounting when an investment becomes qualified for the use of the equity method of accounting due to an increase in level of ownership or degree of influence. The update was effective for us as of January 1, 2017. The adoption of this update in 2017 did not have a material impact on our financial statements. Standards Not Adopted as of December 31, 2017 In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which superseded nearly all existing revenue recognition guidance under GAAP. The ASU's core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The update is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. The update allows for either “full retrospective” adoption, meaning the standard is applied to all of the periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. We are adopting the new standard utilizing the modified retrospective transition approach, effective January 1, 2018, by recognizing the cumulative effect of initially applying the standard for periods prior to January 1, 2018 to the opening balance of (deficit)/equity. We performed a review of all our revenue contracts to evaluate the effect of the new standard on our revenue recognition policies. As a result, we identified an area of judgement related to revenue from our committed shippers under transportation services agreements. Adoption of the new standard results in earlier recognition of revenue related to cash collected from customers for shortfalls under these agreements. Currently, we recognize deferred revenue under these arrangements into revenue once all contingencies or potential performance obligations associated with the related volumes have been satisfied or expired. Under the new standard and application of the breakage model, we will recognize a cumulative effect transition adjustment resulting from the earlier recognition of revenue to total (deficit)/equity currently estimated to be $4.5 million . We have also identified certain contracts or elements of contracts that may require a change in presentation on our income statement, specifically related to the service component of leases, product loss allowance, gross versus net presentation and reimbursements of capital expenditures. These will not have a material impact our financial statements as there will be no net effect to income before taxes. Under the new standard, the adoption date for the majority of our equity method investments will follow the non-public business entity adoption date of January 1, 2019 for their stand-alone financial statements, with the exception of Mars. As a result of adoption of the new standard on January 1, 2018, Mars will recognize a cumulative effect transition adjustment to equity of $9.6 million under the modified retrospective transition method. The adjustment is related to its transportation and dedication agreement and method of recognition over time as a stand-ready obligation which results in a deferral of the recognition of revenue. We will recognize our proportionate share of this Mars cumulative effect transition adjustment as a decrease to (deficit)/equity. We are also in the final part of the process to evaluate new disclosure requirements and identify impacts to our business processes, systems and controls to support recognition and disclosure under the new guidance. In February 2016, the FASB issued ASU 2016-02 to Topic 842, Leases, which requires lessees to recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position. This update also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. This provision is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. In November 2017, the FASB decided to amend Topic 842 with an additional transition method which would enable entities to apply transition methods at the effective date with the effects of initially applying Topic 842 recognized as a cumulative effect adjustment to retained earnings in the period of adoption. Further, on January 25, 2018, the FASB issued ASU 2018-01, “Land Easement Practical Expedient for Transition to Topic 842.” This ASU provides an optional transition practical expedient that, if elected, would not require companies to reconsider its accounting for existing or expired land easements before the adoption of Topic 842 and that were not previously accounted for as leases under Topic 840. ASU No. 2018-01 will be effective as of January 1, 2019, and earlier adoption is permitted. We have formed a project team to evaluate and implement the new standard, including cataloging our existing lease contracts. We plan to a |
Acquisitions and Divestiture
Acquisitions and Divestiture | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions and Divestiture | Acquisitions and Divestiture 2017 Acquisitions and Divestiture On December 1, 2017, we acquired a 100% interest in Triton, 41.48% of the issued and outstanding membership interest in LOCAP, an additional 22.9% interest in Mars, an additional 22.0% interest in Odyssey, and an additional 10.0% interest in Explorer from SPLC and SOPUS for $825.0 million in cash (the “December 2017 Acquisition”). As part of the December 2017 Acquisition, SOPUS contributed all but the working capital and certain environmental liabilities of Triton. The December 2017 Acquisition closed pursuant to a Purchase and Sale Agreement (the “December 2017 Purchase and Sale Agreement”) among the Operating Company, us, SPLC and SOPUS. SPLC and SOPUS are each wholly owned subsidiaries of Shell. As such, this acquisition is accounted for as a transaction between entities under common control and was recast for the periods of our Parent’s ownership prior to the transaction. We funded the cash consideration for the December 2017 Acquisition from $825.0 million in borrowings under the Five Year Revolver due December 2022 (as defined in Note 8—Related Party Debt ) with STCW, an affiliate of Shell, and the Five Year Fixed Facility (as defined in Note 8—Related Party Debt) with STCW. Total transaction costs of $0.6 million were expensed as incurred. The terms of the December 2017 Acquisition were approved by the Board of Directors of our general partner (the “Board”) and by the conflicts committee of the Board, which consists entirely of independent directors. The conflicts committee engaged an independent financial advisor and legal counsel. In connection with the December 2017 Acquisition we acquired the following: Cost investment (1) $ 22.3 Equity method investments (2) 76.1 Property, plant and equipment, net (3) 118.2 Partners' capital (4) 3.2 December 2017 Acquisition $ 219.8 (1) Book Value of an additional 10.0% interest in Explorer contributed by SPLC. (2) Book Value of an additional 22.9% interest in Mars and a 41.48% interest in LOCAP contributed by SPLC. (3) Book Value of a 100% interest in the historical carrying value of property, plant and equipment, net contributed by SOPUS. (4) Book Value of an additional 22.0% interest in Odyssey contributed by SOPUS. We recognized $605.2 million of consideration in excess of the book value of net assets acquired as a capital distribution to our general partner in accordance with our policy for common control transactions. For the period from closing through December 31, 2017, we recognized $7.7 million in revenues and $18.8 million of net earnings related to this acquisition. On October 17, 2017, we acquired a 50.0% interest in Crestwood Permian Basin LLC (“Permian Basin”), which owns the Nautilus gathering system in the Permian Basin, for $49.9 million consideration and initial capital contributions (the “October 2017 Acquisition”). The October 2017 Acquisition closed pursuant to a Member Interest Purchase Agreement dated October 16, 2017 (the “October 2017 Purchase Agreement”), among the Operating Company and CPB Member LLC (a jointly owned subsidiary of Crestwood Equity Partners LP and First Reserve). We have determined we have significant influence over the financial and operating policies of Permian Basin and we therefore account for these investments under the equity method. We funded the October 2017 Acquisition with cash on hand. The terms of the October 2017 Acquisition were approved by the Board. On May 10, 2017, we acquired a 100% interest in Delta, Na Kika and Refinery Gas Pipeline for $630.0 million in consideration (the “May 2017 Acquisition”). As part of the May 2017 Acquisition, SPLC and Shell GOM Pipeline Company LP (“Shell GOM”) contributed all but the working capital of Delta and Na Kika to Pecten, and Shell Chemical LP (“Shell Chemical”) contributed all but the working capital of Refinery Gas Pipeline to Sand Dollar. The May 2017 Acquisition closed pursuant to a Purchase and Sale Agreement dated May 4, 2017 (the “May 2017 Purchase and Sale Agreement”), among the Operating Company, us, Shell Chemical, Shell GOM and SPLC. Shell Chemical, Shell GOM and SPLC are each wholly owned subsidiaries of Shell. As such, this acquisition is accounted for as a transaction between entities under common control and was recast for the periods of our Parent’s ownership prior to the transaction. We funded the May 2017 Acquisition with $50.0 million of cash on hand, $73.1 million in borrowings under our Five Year Revolver due October 2019 (as defined in Note 8—Related Party Debt ), and $506.9 million in borrowings under our Five Year Fixed Facility (as defined in Note 8—Related Party Debt ) with STCW. Total transaction costs of $0.8 million were expensed as incurred. The terms of the May 2017 Acquisition were approved by the Board and by the conflicts committee of the Board, which consists entirely of independent directors. The conflicts committee engaged an independent financial advisor and legal counsel. In accordance with the May 2017 Purchase and Sale Agreement, Shell Chemical has agreed to reimburse us for costs and expenses incurred in connection with the conversion of a section of pipe from the Convent refinery to Sorrento from refinery gas service to butane service. The May 2017 Purchase and Sale Agreement contains other customary representations, warranties and covenants. In connection with the May 2017 Purchase and Sale Agreement, we granted Shell Chemical a purchase option and right of first refusal with respect to Refinery Gas Pipeline and certain other related assets and the ownership interests in Sand Dollar. The purchase option may be triggered by, among other things, (i) a third party obtaining the right to use any or all of a Refinery Gas Pipeline; (ii) the loss of all volume on a Refinery Gas Pipeline that would result in it being permanently shutdown for two years or more; (iii) the termination of a transportation services agreement between Shell Chemical and Sand Dollar (“Refinery Gas Pipeline Agreement”); (iv) the expiration of the term of a Refinery Gas Pipeline Agreement; or (v) a change of control of our general partner; provided, however, that in the case of (i) through (iv), the purchase option would only be applicable to the Refinery Gas Pipeline impacted by such event. In addition, in the event that Sand Dollar receives an offer to sell all or a portion of the Refinery Gas Pipelines or the ownership interests in Sand Dollar from a third party, Shell Chemical has a right of first refusal with respect to such Refinery Gas Pipelines or ownership interests, as applicable, for so long as any Refinery Gas Pipeline Agreement between Shell Chemical and Sand Dollar is in effect. In connection with the May 2017 Acquisition we acquired historical carrying value of property, plant and equipment, net and other assets under common control as follows: Delta $ 40.1 Na Kika 26.0 Refinery Gas Pipeline 134.6 May 2017 Acquisition $ 200.7 We recognized $429.3 million of consideration in excess of the book value of net assets acquired as a capital distribution to our general partner in accordance with our policy for common control transactions. For the period from closing through December 31, 2017, we recognized $63.8 million in revenues and $29.3 million of net earnings related to this acquisition. Retrospective adjusted information tables The following tables present our financial position and our results of operations and of cash flows giving effect to the May 2017 Acquisition and the December 2017 Acquisition. The results of the May 2017 Acquisition and the December 2017 Acquisition prior to the closing date of the acquisition are included in the respective acquisition columns and the consolidated results are included in “Consolidated Results” within the tables below: December 31, 2016 Shell Midstream Partners, L.P. (1) May 2017 Acquisition (2) December 2017 Acquisition (3) Consolidated Results ASSETS Current assets Cash and cash equivalents $ 121.9 $ — $ 0.2 $ 122.1 Accounts receivable – third parties, net 18.4 2.4 1.9 22.7 Accounts receivable – related parties 10.1 2.0 7.2 19.3 Allowance oil 9.0 2.7 — 11.7 Prepaid expenses 6.0 0.5 0.2 6.7 Total current assets 165.4 7.6 9.5 182.5 Equity method investments 262.4 — 62.3 324.7 Property, plant and equipment, net 398.0 212.6 123.1 733.7 Cost investments 39.8 — 22.3 62.1 Other assets — 0.6 0.3 0.9 Total assets $ 865.6 $ 220.8 $ 217.5 $ 1,303.9 LIABILITIES Current liabilities Accounts payable – third parties $ 1.5 $ 2.6 $ 3.1 $ 7.2 Accounts payable – related parties 5.2 0.2 0.2 5.6 Deferred revenue – third parties 6.0 — — 6.0 Deferred revenue – related parties 7.9 — — 7.9 Accrued liabilities – third parties 5.6 1.3 5.3 12.2 Accrued liabilities – related parties 5.1 — — 5.1 Total current liabilities 31.3 4.1 8.6 44.0 Noncurrent liabilities Debt payable – related party 686.0 — — 686.0 Lease liability – related party 24.9 — — 24.9 Accrued liabilities – third party — — 6.3 6.3 Asset retirement obligations 1.4 — 5.0 6.4 Other unearned income 2.1 — — 2.1 Total noncurrent liabilities 714.4 — 11.3 725.7 Total liabilities 745.7 4.1 19.9 769.7 Commitments and Contingencies (Note 13) EQUITY Common unitholders – public 2,485.7 — — 2,485.7 Common unitholder – SPLC (124.1 ) — — (124.1 ) Subordinated unitholder (389.6 ) — — (389.6 ) General partner – SPLC (1,873.7 ) — — (1,873.7 ) Total partners' capital 98.3 — — 98.3 Noncontrolling interest 21.6 — (0.1 ) 21.5 Net parent investment — 216.7 197.7 414.4 Total equity 119.9 216.7 197.6 534.2 Total liabilities and equity $ 865.6 $ 220.8 $ 217.5 $ 1,303.9 (1) As previously reported in our Annual Report on Form 10-K for 2016. (2) The financial position of the May 2017 Acquisition as of December 31, 2016. (3) The financial position of the December 2017 Acquisition as of December 31, 2016. Twelve Months Ended December 31, 2016 Shell Midstream Partners, L.P. (1) May 2017 Acquisition (2) December 2017 Acquisition (3) Consolidated Results Revenue Transportation, terminaling and storage services - third parties $ 201.5 $ 33.0 $ 17.0 $ 251.5 Transportation, terminaling and storage services - related parties 89.8 26.8 71.7 188.3 Lease revenue - related parties — — 13.1 13.1 Total revenue 291.3 59.8 101.8 452.9 Costs and expenses Operations and maintenance – third parties 46.9 13.3 16.7 76.9 Operations and maintenance – related parties 20.7 8.9 10.4 40.0 Loss on disposition of fixed assets 0.1 — 0.1 0.2 General and administrative – third parties 8.1 0.3 1.3 9.7 General and administrative – related parties 23.1 7.5 13.1 43.7 Depreciation, amortization and accretion 23.7 12.9 6.5 43.1 Property and other taxes 8.2 5.2 2.4 15.8 Total costs and expenses 130.8 48.1 50.5 229.4 Operating income 160.5 11.7 51.3 223.5 Income from equity investments 101.1 — 37.0 138.1 Dividend income from cost investments 16.1 — 12.2 28.3 Other loss — — (0.1 ) (0.1 ) Investment, dividend and other loss 117.2 — 49.1 166.3 Interest expense, net 12.3 — — 12.3 Income before income taxes 265.4 11.7 100.4 377.5 Income tax expense — — — — Net income 265.4 11.7 100.4 377.5 Less: Net income attributable to Parent — 11.7 90.6 102.3 Less: Net income attributable to noncontrolling interests 20.5 — 9.8 30.3 Net income attributable to the Partnership $ 244.9 $ — $ — $ 244.9 (1) As previously reported in our Annual Report on Form 10-K for 2016. (2) Our Parent's results of the May 2017 Acquisition for the year ended December 31, 2016. (3) Our Parent's results of the December 2017 Acquisition for the year ended December 31, 2016. Twelve Months Ended December 31, 2015 Shell Midstream Partners, L.P. (1) May 2017 Acquisition (2) December 2017 Acquisition (3) Consolidated Results Revenue Transportation, terminaling and storage services - third parties $ 222.8 $ 29.0 $ 16.6 $ 268.4 Transportation, terminaling and storage services - related parties 103.7 34.2 79.2 217.1 Total revenue 326.5 63.2 95.8 485.5 Costs and expenses Operations and maintenance – third parties 46.3 18.9 19.6 84.8 Operations and maintenance – related parties 18.5 8.3 12.2 39.0 Loss on disposition of fixed assets — — 0.3 0.3 General and administrative – third parties 10.2 1.8 1.4 13.4 General and administrative – related parties 24.6 5.5 12.4 42.5 Depreciation, amortization and accretion 21.6 10.2 6.1 37.9 Property and other taxes 7.5 5.0 2.5 15.0 Total costs and expenses 128.7 49.7 54.5 232.9 Operating income 197.8 13.5 41.3 252.6 Income from equity investments 70.1 — 34.6 104.7 Dividend income from cost investments 9.2 — 11.4 20.6 Other income — 0.3 — 0.3 Investment, dividend and other income 79.3 0.3 46.0 125.6 Interest expense, net 4.3 — — 4.3 Income before income taxes 272.8 13.8 87.3 373.9 Income tax benefit (0.1 ) — — (0.1 ) Net income 272.9 13.8 87.3 374.0 Less: Net income attributable to Parent 39.3 13.8 80.7 133.8 Less: Net income attributable to noncontrolling interests 66.5 — 6.6 73.1 Net income attributable to the Partnership $ 167.1 $ — $ — $ 167.1 (1) As previously reported in our Annual Report on Form 10-K for 2015. (2) Our Parent's results of the May 2017 Acquisition for the year ended December 31, 2015. (3) Our Parent's results of the December 2017 Acquisition for the year ended December 31, 2015. Twelve Months Ended December 31, 2016 Shell Midstream Partners, L.P. (1) May 2017 Acquisition (2) December 2017 Acquisition (3) Consolidated Results Cash flows from operating activities Net income $ 265.4 $ 11.7 $ 100.4 $ 377.5 Adjustments to reconcile net income to net cash provided by operating activities Depreciation, amortization and accretion 23.7 12.9 6.5 43.1 Loss on disposition of fixed asset 0.1 — 0.1 0.2 Non-cash interest expense 2.7 — — 2.7 Undistributed equity earnings 1.8 — 2.3 4.1 Changes in operating assets and liabilities Accounts receivable 0.1 0.7 (0.5 ) 0.3 Allowance oil (4.8 ) 0.8 — (4.0 ) Prepaid expenses and other assets (1.0 ) 0.9 — (0.1 ) Accounts payable (1.5 ) 1.1 0.7 0.3 Deferred revenue 8.2 (0.3 ) — 7.9 Accrued liabilities (1.7 ) — (1.1 ) (2.8 ) Net cash provided by operating activities 293.0 27.8 108.4 429.2 Cash flows from investing activities Capital expenditures (28.3 ) (7.7 ) (9.8 ) (45.8 ) Acquisitions from Parent (172.8 ) — — (172.8 ) Third party acquisitions (42.0 ) — — (42.0 ) Return of investment 15.0 — 0.8 15.8 Net cash used in investing activities (228.1 ) (7.7 ) (9.0 ) (244.8 ) Cash flows from financing activities Net proceeds from public offerings 818.1 — — 818.1 Borrowing under credit facility 638.7 — — 638.7 Contributions from general partner 9.8 — — 9.8 Repayment of credit facilities (410.0 ) — — (410.0 ) Capital distributions to general partner (896.3 ) — — (896.3 ) Distributions to noncontrolling interest (20.3 ) — (9.9 ) (30.2 ) Distributions to unitholders and general partner (179.9 ) — — (179.9 ) Other contribution from Parent 4.6 9.8 — 14.4 Credit facility issuance costs (0.6 ) — — (0.6 ) Net distributions to Parent — (29.9 ) (90.1 ) (120.0 ) Capital lease payments (0.1 ) — — (0.1 ) Net cash used in financing activities (36.0 ) (20.1 ) (100.0 ) (156.1 ) Net increase in cash and cash equivalents 28.9 — (0.6 ) 28.3 Cash and cash equivalents at beginning of the period 93.0 — 0.8 93.8 Cash and cash equivalents at end of the period $ 121.9 $ — $ 0.2 $ 122.1 Non-cash investing activity Increase in asset retirement obligation asset — — (1.0 ) (1.0 ) Supplemental Cash Flow Information Non-cash investing and financing transactions Change in accrued capital expenditures 0.5 (3.0 ) 1.4 (1.1 ) Other non-cash contributions from Parent 0.2 — — 0.2 Other non-cash capital distributions to general partner (7.1 ) — — (7.1 ) Other non-cash contribution from general partner 7.1 — — 7.1 (1) As previously reported in our Annual Report on Form 10-K for 2016. (2) Our Parent's results of the May 2017 Acquisition for the year ended December 31, 2016. (3) Our Parent's results of the December 2017 Acquisition for the year ended December 31, 2016. Twelve Months Ended December 31, 2015 Shell Midstream Partners, L.P. (1) May 2017 Acquisition (2) December 2017 Acquisition (3) Consolidated Results Cash flows from operating activities Net income $ 272.9 $ 13.8 $ 87.3 $ 374.0 Adjustments to reconcile net income to net cash provided by operating activities Depreciation, amortization and accretion 21.6 10.2 6.1 37.9 Loss on disposition of fixed asset — — 0.3 0.3 Allowance oil reduction to net realizable value 1.6 1.1 — 2.7 Undistributed equity earnings (0.6 ) — (3.7 ) (4.3 ) Changes in operating assets and liabilities Accounts receivable — 4.5 (1.1 ) 3.4 Allowance oil (2.8 ) (1.9 ) — (4.7 ) Prepaid expenses and other assets (1.2 ) (0.8 ) 1.3 (0.7 ) Accounts payable (4.5 ) (0.3 ) (2.9 ) (7.7 ) Deferred revenue (13.8 ) (0.4 ) — (14.2 ) Accrued liabilities 9.5 (0.1 ) (0.3 ) 9.1 Net cash provided by operating activities 282.7 26.1 87.0 395.8 Cash flows from investing activities Capital expenditures (16.2 ) (23.7 ) (11.8 ) (51.7 ) Acquisitions (179.8 ) — — (179.8 ) Return of investment 6.8 — 5.7 12.5 Payment of pre-IPO distributions from investments to SPLC (11.9 ) (11.9 ) Net cash used in investing activities (201.1 ) (23.7 ) (6.1 ) (230.9 ) Cash flows from financing activities Net proceeds from private equity placement 297.4 — — 297.4 Net proceeds from public offerings 296.8 — — 296.8 Borrowing under credit facilities 458.2 — — 458.2 Contributions from general partner 6.1 — — 6.1 Capital distributions to general partner (1,002.1 ) — — (1,002.1 ) Distributions to noncontrolling interest (67.1 ) — (6.1 ) (73.2 ) Distributions to unitholders and general partner (96.5 ) — — (96.5 ) Other contributions from Parent 11.1 29.3 — 40.4 Credit facility issuance costs (0.3 ) — — (0.3 ) Net distributions to Parent (42.4 ) (31.7 ) (74.0 ) (148.1 ) Net cash used in financing activities (138.8 ) (2.4 ) (80.1 ) (221.3 ) Net decrease in cash and cash equivalents (57.2 ) — 0.8 (56.4 ) Cash and cash equivalents at beginning of the period 150.2 — — 150.2 Cash and cash equivalents at end of the period $ 93.0 $ — $ 0.8 $ 93.8 Non-cash investing activity Increase in asset retirement obligation asset — — (0.2 ) (0.2 ) Supplemental Cash Flow Information Non-cash investing and financing transactions Change in accrued capital expenditures 2.9 (9.1 ) (0.3 ) (6.5 ) Contribution of fixed assets from Parent 0.4 — — 0.4 Commencement of capital lease 22.8 — — 22.8 Other non-cash contribution from Parent 1.8 — — 1.8 Net assets not contributed to Parent (6.4 ) — — (6.4 ) (1) As previously reported in our Annual Report on Form 10-K for 2015. (2) Our Parent's results of the May 2017 Acquisition for the year ended December 31, 2015. (3) Our Parent's results of the December 2017 Acquisition for the year ended December 31, 2015. On April 28, 2017, Zydeco divested a small segment of its pipeline system (the “April 2017 Divestiture”) to SOPUS as part of the Motiva JV separation. The April 2017 Divestiture closed pursuant to a Pipeline Sale and Purchase Agreement (the “April 2017 Pipeline Sale and Purchase Agreement”) dated April 28, 2017 among Zydeco and SOPUS. We received $21.0 million in cash consideration for this sale, of which $19.4 million is attributable to the Partnership. The cash consideration represents $0.8 million for the book value of net assets divested, and $20.2 million in excess proceeds received from our Parent. The April 2017 Pipeline Sale and Purchase Agreement contained customary representations and warranties and indemnification by SOPUS. 2016 Acquisitions On December 27, 2016 , we acquired the following: (a) a 10.0% interest in Endymion from Mardi Gras Endymion Oil Pipeline Company, LLC, (b) a 10.0% interest in Proteus from Mardi Gras Transportation System Inc. ("Mardi Gras") and (c) a 1.0% interest in Cleopatra from Mardi Gras. Each acquisition closed pursuant to their respective purchase agreements for an aggregate purchase price of $42.0 million (the “December 2016 Acquisition”). We have determined we have significant influence over the financial and operating policies of Proteus and Endymion and we therefore account for these investments under the equity method. We do not have control or significant influence over Cleopatra and therefore account for this investment under the cost method. We funded the December 2016 Acquisition with borrowings under the Five Year Revolver due October 2019 (as defined in Note 8—Related Party Debt ). The terms of the December 2016 Acquisition were approved by the Board. In connection with the December 2016 Acquisition we acquired the following: Cost investments (1) $ 2.1 Equity method investments (2) 39.9 December 2016 Acquisition $ 42.0 (1) $2.1 million purchase price of 1.0% in Cleopatra. (2) $20.8 million purchase price of 10.0% in Endymion and $19.1 million purchase price of 10.0% interest in Proteus. On October 3, 2016 , we acquired a 49.0% interest in Odyssey from Shell Oil Products US (“SOPUS”) and an additional 20.0% interest in Mars from SPLC for $350.0 million (the “October 2016 Acquisition”). The October 2016 Acquisition closed pursuant to a purchase and sale agreement dated September 27, 2016 (“Odyssey and Mars Purchase and Sale Agreement”) among us, the Operating Company, SPLC and SOPUS, and is accounted for as a transaction between entities under common control on a prospective basis as an asset acquisition. We funded the October 2016 Acquisition with $50.0 million of cash on hand and $300.0 million in borrowings under the Five Year Revolver due October 2019 (as defined in Note 8—Related Party Debt ) with STCW, an affiliate of Shell. The terms of the October 2016 Acquisition were approved by the Board and by the conflicts committee of the Board, which consists entirely of independent directors. The conflicts committee engaged an independent financial advisor and legal counsel. In accordance with the Odyssey and Mars Purchase and Sale Agreement, SPLC has agreed to pay us up to $10.0 million if Mars inventory management fees do not meet certain levels in aggregate for the calendar years ending 2017 through 2021. At this time there is no estimate of the amount, if any, to be received. In connection with the October 2016 Acquisition, we acquired net assets under common control and recorded at their historical carrying value as follows: Equity method investments (1) (2) $ 54.3 October 2016 Acquisition $ 54.3 (1) $51.3 million historical carrying value of 20.0% additional interest in Mars contributed by SPLC. (2) $3.0 million historical carrying value of 49.0% interest in Odyssey contributed by SOPUS. On August 9, 2016 , we acquired a 2.62% equity interest in Explorer from SPLC (the “August 2016 Acquisition”) for $26.2 million . The August 2016 Acquisition was made in connection with SPLC’s right, as a current shareholder of Explorer, to acquire a portion of the equity interest being divested by another shareholder of Explorer. At that time SPLC separately owned a 35.97% equity interest in Explorer. The August 2016 Acquisition closed on August 9, 2016 pursuant to a Share Purchase and Sale Agreement among us, the Operating Company and SPLC, and is accounted for as a transaction between entities under common control on a prospective basis as an asset acquisition. We funded the August 2016 Acquisition with $26.3 million of cash on hand. Total transaction costs of $0.1 million were incurred. The terms of the August 2016 Acquisition were approved by the Board. On May 23, 2016 , we acquired an additional 30.0% interest in Zydeco, an additional 1.0% interest in Bengal and an additional 3.0% interest in Colonial for $700.0 million in consideration (the “May 2016 Acquisition”). The May 2016 Acquisition closed pursuant to a Contribution Agreement (the “May 2016 Contribution Agreement”) dated May 17, 2016 among us, the Operating Company and SPLC and became effective on April 1, 2016, and is accounted for as a transaction between entities under common control on a prospective basis as an asset acquisition. We funded the May 2016 Acquisition with $345.8 million from the net proceeds of a registered public offering of 10,500,000 common units representing limited partner interests in us (the “May 2016 Offering”), $50.4 million of cash on hand and $296.7 million in borrowings under the Five Year Revolver due October 2019 (as defined in Note 8—Related Party Debt ) with STCW, an affiliate of Shell. The remaining $7.1 million in consideration consisted of an issuance of 214,285 general partner units to our general partner in order to maintain its 2% general partner interest in us. Total transaction costs of $0.4 million were incurred in association with the May 2016 Acquisition. The terms of the May 2016 Acquisition were approved by the Board and by the conflicts committee of the Board, which consists entirely of independent directors. The conflicts committee engaged an independent financial advisor and legal counsel. In accordance with the May 2016 Contribution Agreement, SPLC has agreed to reimburse us for our proportionate share of certain costs and expenses incurred by Zydeco after April 1, 2016 with respect to a directional drill project to address soil erosion over a two-mile section of our 22-inch diameter pipeline under the Atchafalaya River and Bayou Shaffer in Louisiana. Such reimbursements will be treated as an additional capital contribution from the general partner at the time of counter party payment. The May 2016 Contribution Agreement contained customary representations and warranties and indemnification by SPLC. In connection with the May 2016 Acquisition, we acquired historical carrying value of net assets under common control as follows: Cost investments (1) $ 5.2 Equity method investments (2) 1.5 Partners' capital (3) 87.0 May 2016 Acquisition $ 93.7 (1) Book value of 3.0% additional interest in Colonial contributed by SPLC. (2) Book value of 1.0% additional interest in Bengal contributed by SPLC. (3) Book value of 30.0% additional interest in Zydeco from SPLC’s noncontrolling interest. We recognized $606.3 million of consideration in excess of the historical carrying value of net assets acquired as a capital distribution to our general partner in accordance with our policy for common control transactions. This capital distribution is comprised of $599.2 million in cash and $7.1 million in general partner units issued. 2015 Acquisitions On November 17, 2015 , we acquired from SPLC a 100% interest in Pecten, which holds Auger and Lockport, for $390.0 million (the “November 2015 Acquisition”). The November 2015 Acquisition closed pursuant to the contribution agreement (the “Pecten Contribution Agreement”) among use, the Operating Company and SPLC, and is accounted for as a transaction between entities under common control and was recast for the periods of our Parent’s ownership prior to the transaction. We funded the November 2015 Acquisition with $297.4 million from the net proceeds of the Offering, $49.4 million of cash on hand and $37.4 million in borrowings under our 364 -Day Revolver (as defined below in Note 8—Related Party Debt ). The remaining $6.1 million in consideration consisted of the issuance of 187,755 general partner units representing general partner interests to our general partner. Total transaction costs of $0.3 million were incurred in association with the November 2015 Acquisition. The terms of the November 2015 Acquisition were approved by the Board and by the conflicts committee of the Board, which consists entirely of independent directors. The Pecten Contribution Agreement contains customary representations, warranties and indemnification by SPLC, the Partnership and Operating Company. In connection with the November 2015 Acquisition we acquired historical carrying value of net assets under common control which is included in our consolidated balance sheet, as follows: Property, plant and equipment, net (1) $ 95.2 Asset retirement obligation (2) (1.3 ) November 2015 Acquisition $ 93.9 (1) Historical carrying value of property, plant and equipment, net contributed by SPLC. (2) Historical carrying value of asset retirement obligation assumed by us . We recognized $290.0 million of consideration as a capital distribution to our general partner in accordance with our policy for common control transactions. On July 1, 2015 , SOPUS conveyed to us its 36.0% interest in Poseidon (the “July 2015 Acquisition”) for $350.0 million in cash. The July 2015 Acquisition closed pursuant to the contribution agreement dated July 1, 2015 (the “Poseidon Contribution Agreement”) among us, the Operating Company and SOPUS and is accounted for as a transaction between entities under common control. We have recorded this asset acquisition on a prospective basis. Poseidon is a Delaware limited liability company formed in February 1996 to design, construct, own and operate a non-FERC regulated crude oil pipeline system located offshore Louisiana in the central region of the Gulf of Mexico. The July 2015 Acquisition was funded with borrowings of $100.0 million under our 365 -Day Revolver and $250.0 million under our Five -Year Revolver. For additional information regarding these credit facilities, see Note 8—Related Party Debt . We account for our interest in Poseidon using the equity method of accounting. In connection with the July 2015 Acquisition we acquired historical carrying value of net assets under common control of $30.5 million which is included in Equity method investments in our consolidated balance sheet. We recognized $319.5 million of consideration in excess of the historical carrying value of net assets acquired as a capital distribution to our general partner in accordance with our policy for common control transactions. On May 18, 2015 , we acquired an additional 19.5% interest in Zydeco and an additional 1.388% interest in Colonial for $448.0 million in cash (the “May 2015 Acquisition”). The May 2015 Acquisition closed pursuant to a Purchase and Sale Agreement dated May 12, 2015 (“Purchase and Sale Agreement”) among us, the Operating Company and SPLC, and was accounted for as a transaction between entities under common control and was recast for the periods of our Parent’s ownership prior to the transaction. We funded the May 2015 Acquisition with $297.4 million from the Private Placement (as defined in Note 10—(Deficit)Equity ), $80.0 million of cash on hand and $70.8 million in borrowings under our Five -Year Revolver with STCW (as defined below in Note 8—Related Party Debt ). Total transaction costs of $0.5 million were incurred in association with the May 2015 Acquisition. The terms of the May 2015 Acquisition were approved by the Board and by the conflicts committee of the Board, which consists entirely of independent directors. The conflicts committee engaged an independent financial advisor and legal counsel. In accordance with the Purchase and Sale Agreement, SPLC agreed to reimburse us for our proportionate share of certain costs and expenses incurred by Zydeco after April 1, 2015 with respect to a directional drill project to address soil erosion over a two-mile section of our 22-inch diameter pipeline under the Atchafalaya River and Bayou Shaffer in Louisiana. Such reimbursements will be treated as an additional capital contribution from the general partner at the time of payment. In connection with the May 2015 Acquisition we acquired historical carrying value of net assets under common control as follows: Cost investments (1) $ 2.5 Partners' capital (2) 52.9 May 2015 Acquisition $ 55.4 (1) Historical carrying value of 1.388% additional interest in Colonial contributed by SPLC. (2) Historical carrying value of 19.5% additional interest in Zydeco from SPLC’s noncontrolling interest. We recognized $392.6 million of consideration in excess of the historical carrying value of net assets acquired as a capital distribution to our general partner in accordance with our policy for common control transactions. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related party transactions include transactions with SPLC and Shell, including those entities in which Shell has an ownership interest but does not have control. Acquisition Agreements Refer to Note 3–Acquisitions and Divestiture for a description of applicable agreements. Omnibus Agreement On November 3, 2014, we entered into an Omnibus Agreement with SPLC and our general partner concerning our payment of an annual general and administrative services fee to SPLC as well as our reimbursement of certain costs incurred by SPLC on our behalf. This agreement addresses the following matters: • our payment of an annual general and administrative fee of $8.5 million for the provision of certain services by SPLC; • our obligation to reimburse SPLC for certain direct or allocated costs and expenses incurred by SPLC on our behalf; • our obligation to reimburse SPLC for all expenses incurred by SPLC as a result of us becoming and continuing as a publicly traded entity; we will reimburse our general partner for these expenses to the extent the fees relating to such services are not included in the general and administrative fee; and • the granting of a license from Shell to us with respect to the use of certain Shell trademarks and trade names. Under the Omnibus Agreement, SPLC indemnified us against certain enumerated risks. Of those two indemnity obligations, one remains. First, SPLC agreed to be responsible for unknown environmental liabilities arising out of the ownership and operation of our initial assets prior to the closing of the IPO, to the extent identified before November 3, 2017. SPLC's indemnification of us against these environmental liabilities and certain other liabilities was subject to an aggregate limit of $15.0 million , of which $10.7 million remained unclaimed. Second, SPLC agreed to indemnify us against tax liabilities relating to our initial assets that are identified prior to the date that is 60 days after the expiration of the statute of limitations applicable to such liabilities. This obligation has no threshold or cap. We in turn agreed to indemnify SPLC against events and conditions associated with the ownership or operation of our initial assets (other than any liabilities against which SPLC is specifically required to indemnify us as described above). During 2017 and 2016, neither we nor SPLC made any claims for indemnification under the Omnibus Agreement. Tax Sharing Agreement We have entered into a tax sharing agreement with Shell. Pursuant to this agreement, we have agreed to reimburse Shell for state and local income and franchise taxes attributable to any activity of our operating subsidiaries, and reported on Shell’s state or local income or franchise tax returns filed on a combined or unitary basis. Reimbursements under this agreement equal the amount of tax our applicable operating subsidiaries would be required to pay with respect to such activity, if such subsidiaries were to file a combined or unitary tax return separate from Shell. Shell will compute and invoice us for the tax reimbursement amount within 15 days of Shell filing its combined or unitary tax return on which such activity is included. We may be required to make prepayments toward the tax reimbursement amount to the extent that Shell is required to make estimated tax payments during the relevant tax year. The tax sharing agreement currently in place is effective for all taxable periods ending on or after December 31, 2017. The current agreement replaced a similar tax sharing agreement between Zydeco and Shell, which was effective for all tax periods ending before December 31, 2017. Other Agreements In connection with the IPO and our acquisitions from Shell, we have entered into several customary agreements with SPLC and Shell. These agreements include pipeline operating agreements, reimbursement agreements and services agreements. Pecten Contribution Agreement Maintenance expense and capital expenditures for certain projects associated with the Lockport Terminal have been incurred. These projects improve the existing drainage system to eliminate the crossing of storm water between the Lockport Terminal and adjacent properties. In addition, these projects include inspections and tank repairs of a storage tank. Under the Pecten Contribution Agreement entered into in connection with the November 2015 Acquisition, SPLC has agreed to reimburse us for the maintenance expense and capital expenditures related to these projects. During 2017 , we recognized no reimbursement as other contributions from Parent, and in 2016 we recognized $1.6 million for these reimbursements as other contributions from Parent. Operating Agreements In connection with the formation of Pecten on October 1, 2015, Pecten entered into an operating and administrative management agreement with SPLC. Pursuant to this agreement, SPLC performs physical operations and maintenance services for Lockport and Auger and provides general and administrative services for Pecten. Pecten is required to reimburse SPLC for costs and expenses incurred in connection with such services. Also pursuant to the agreement, SPLC and Pecten agree to standard indemnifications as operator and asset owner, respectively. In connection with the May 2017 Acquisition, on May 10, 2017, SPLC entered into an operating and administrative management agreement with Sand Dollar. Sand Dollar is allocated and required to reimburse SPLC for certain costs in connection with the services provided pursuant to the agreement. Also pursuant to the agreement, SPLC and Sand Dollar agree to standard indemnifications as operator and asset owner, respectively. On December 1, 2017, our general partner, SPLC and Triton entered into an operating and administrative management agreement. Our general partner provides certain operational and support services pursuant to the agreement. The necessary personnel are employed by SPLC and are assigned to our general partner. Triton West is allocated certain costs by the general partner in connection with the services provided pursuant to the agreement. Our general partner reimburses SPLC for certain costs related to the assigned personnel. Our general partner, SPLC and Triton West each provide standard indemnifications as operator, employer and asset owner, respectively. In connection with the December 2017 Acquisition, we were assigned an operating agreement for Odyssey, whereby SPLC performs physical operations and maintenance services and provides general and administrative services for Odyssey. Odyssey is required to reimburse SPLC for costs and expenses incurred in connection with such services. Also pursuant to the agreement, SPLC and Odyssey agree to standard indemnifications as operator and asset owner, respectively. Noncontrolling Interest For Zydeco, noncontrolling interest consists of SPLC’s 7.5% retained ownership interest as of both December 31, 2017 and 2016, and 37.5% as of December 31, 2015. For Odyssey, noncontrolling interest consists of GEL Offshore Pipeline LLC's (“GEL”) 29.0% retained ownership interest as of December 31, 2017, 2016 and 2015. Other Related Party Balances Other related party balances consist of the following: December 31, 2017 2016 Accounts receivable $ 23.8 $ 19.3 Prepaid expenses 11.9 3.3 Accounts payable (1) 11.6 5.6 Deferred revenue 13.9 7.9 Accrued liabilities (2) 7.2 5.1 Debt payable (3) 1,844.0 686.0 Lease liability (4) 24.3 24.9 (1) Accounts payable reflects amounts owed to SPLC for reimbursement of third-party expenses incurred by SPLC for our benefit. (2) As of December 31, 2017 Accrued liabilities reflects $6.6 million accrued interest and $0.6 million other accrued liabilities . As of December 31, 2016 Accrued liabilities reflects $2.6 million accrued interest, $1.6 million fuel accrual, and $0.9 million other accrued liabilities. (3) Debt payable reflects borrowings outstanding after taking into account unamortized debt issuance costs of $2.9 million and $0.9 million as of December 31, 2017 and 2016 , respectively. (4) As part of the Motiva JV separation effective May 2017, Motiva is no longer a related party. As of December 31, 2017, this is a third-party balance. Related Party Credit Facilities We have entered into four credit facilities with Shell Treasury Center (West) Inc. (“STCW”), an affiliate of Shell, the Five Year Revolver due December 2022, the Five Year Revolver due 2019, the Five Year Fixed Facility, and the 364 -Day Revolver. The 364 -Day Revolver expired as of March 1, 2017, and has not been replaced. Zydeco has also entered into the Zydeco Revolver with STCW. See Note 8 – Related Party Debt for additional information regarding these credit facilities. Related Party Revenues and Expenses We provide crude oil transportation, terminaling and storage services to related parties under long-term contracts. We entered into these contracts in the normal course of our business. Our transportation services revenue, storage revenue and lease revenue from related parties for 2017 , 2016 and 2015 is disclosed in Note 2- Summary of Significant Accounting Policies - Revenue Recognition . In 2017 , 2016 and 2015 , we converted excess allowance oil to cash through sales to affiliates of Shell and included gains/(losses) of $1.3 million , $1.3 million and $(0.1) million , respectively, from such sales in Operations and maintenance expense. In 2017 , 2016 and 2015, our investments paid cash distributions to us of $235.7 million , $186.2 million and $133.5 million , respectively. Beginning July 1, 2014, Zydeco entered into the Management Agreement with SPLC under which SPLC provides general management and administrative services to us. We no longer receive allocated corporate expenses from SPLC or Shell. We will continue to receive direct and allocated field and regional expenses, including payroll expenses not covered under the Management Agreement. In addition, beginning October 1, 2015, Pecten entered into an operating and management agreement under which we receive direct and allocated field and regional expenses from SPLC. Beginning May 10, 2017, Sand Dollar entered into an operating and management agreement under which we receive direct and allocated expenses from SPLC. On December 1, 2017, our general partner, SPLC and Triton entered into an operating and administrative management agreement pursuant to which we receive direct and allocated expenses from our general partner. On December 1, 2017, our general partner, SPLC and Odyssey entered into an operating and administrative management agreement pursuant to which we receive direct and allocated expenses from our general partner. The expenses under these agreements 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. The majority of our insurance coverage is provided by a wholly owned subsidiary of Shell with the remaining coverage provided by third-party insurers. The related party portion of insurance expense in 2017 , 2016 and 2015 was $8.0 million , $5.9 million and $7.5 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 consolidated statements of income for the indicated periods: 2017 2016 2015 Operations and maintenance - related parties $ 45.6 $ 40.0 $ 39.0 General and administrative - related parties 47.7 43.7 42.5 For a discussion of services performed by Shell on our behalf, see Note 1 – Description of the Business and Basis of Presentation – Basis of Presentation . Pursuant to various operating and administrative management agreements, we are allocated indirect operating and general corporate expenses from Shell. During 2017 , 2016 and 2015 , we were allocated $17.1 million , $15.9 million and $17.1 million , respectively, of operating expenses which are included in operations and maintenance expenses. Additionally, for 2017 , 2016 and 2015 , we were allocated $26.3 million , $24.0 million and $22.4 million , respectively, of general corporate expenses which are included within general and administrative expenses. Included in these general and administrative expenses are $8.1 million , $7.7 million and $7.4 million , respectively, under the Management Agreement and $8.5 million , $8.5 million and $8.5 million , respectively, under the Omnibus Agreement for the general and administrative fee in 2017 , 2016 and 2015 . 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 2017 , 2016 and 2015 was $4.3 million , $5.1 million and $5.4 million , respectively. Our share of defined contribution benefit plan costs for 2017 , 2016 and 2015 was $1.7 million , $2.0 million and $2.3 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 consolidated statements of income, depending on the nature of the employee’s role in our operations. Share-based Compensation Certain SPLC and Shell employees supporting our operations as well as other Shell operations were historically granted awards under the Performance Share Plan (“PSP”), Shell’s incentive compensation program. Share-based compensation expense is included in general and administrative expenses in the accompanying consolidated statements of income. These costs for 2017 , 2016 and 2015 were immaterial. Equity and Cost Method Investments We have equity and cost method investments in entities, including Colonial and Explorer in which SPLC also owns interests. In some cases we may be required to make capital contributions or other payments to these entities. See Note 5 – Equity Method Investments for additional details. Reimbursements from Our General Partner The following table reflects reimbursements from our Parent in 2017 , 2016 and 2015: 2017 2016 2015 Cash received (1) $ 15.8 $ 2.8 $ 11.1 Receivable from Parent (2) 0.3 0.2 1.8 Total reimbursements (3) $ 16.1 $ 3.0 $ 12.9 (1) These reimbursements are included in Other contributions from Parent in the accompanying consolidated statements of cash flows. (2) These reimbursements are included in Other non-cash contributions from Parent in the accompanying consolidated statements of cash flows. (3) These reimbursements are included in Other contributions from Parent in the accompanying consolidated statements of (deficit) equity. In 2017, 2016 and 2015, we filed claims for reimbursement from our Parent of $16.1 million , $3.0 million and $12.9 million , respectively. This reflects our proportionate share of Zydeco directional drill project costs and expenses of $14.4 million , $1.4 million and $2.3 million , respectively. Additionally, in 2017 this includes reimbursement for the Refinery Gas Pipeline gas to butane service connection project of $1.7 million and in 2016 this includes $1.6 million of reimbursement of costs and expenses incurred by Lockport for the storm water improvement and tank repair projects. In 2015, this includes a $4.5 million payment from a joint venture (“JV”) partner to secure a waiver of rights of refusal from SOPUS and us permitting the JV partner to acquire another owner's interest in Poseidon, $2.9 million of environmental indemnification regarding maintenance expense for a Mars underground cavern integrity project, $1.4 million of legal indemnification for expenses and settlement payments related to the Zydeco FERC rate case and $1.8 million of reimbursement of costs and expenses incurred by Lockport for the storm water improvement and tank repair projects. |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments Equity method investments comprise the following as of the dates indicated: December 31, 2017 2016 Ownership Amount Ownership Amount Mars (1) 71.5% 187.4 71.5% 191.5 Bengal 50.0% 79.7 50.0% 76.1 Permian Basin (2) 50.0% 49.4 —% — LOCAP (1) 41.48% 6.9 41.48% 4.0 Poseidon 36.0% 2.3 36.0% 13.2 Proteus 10.0% 17.4 10.0% 19.1 Endymion 10.0% 19.5 10.0% 20.8 $ 362.6 $ 324.7 (1) We acquired an additional 22.9% interest in Mars and a 41.48% interest in LOCAP in the December 2017 Acquisition. The financial information presented has been retrospectively adjusted for the incremental ownership acquired. (2) We acquired a 50.0% interest in Permian Basin in the October 2017 Acquisition. The acquisition of this interest has been accounted for prospectively. We use the equity method of accounting for our 50.0% interest in Permian Basin based on governance provisions which provide each partner with voting interests in accordance with its capital contributed, currently 50.0% for each partner. Additionally, there are certain significant activities and decisions which require a supermajority vote ( 75.0% ) or unanimous consent of the partners. As part of the December 2017 Acquisition, we acquired interests in certain entities where we have the ability to exercise significant influence. Our ownership in Mars increased from 48.6% to 71.5% and we continue to apply the equity method of accounting due to governance provisions that require unanimous voting by the partners on all significant decisions that impact the management and economic performance of Mars. We account for our LOCAP acquired interest of 41.48% under the equity method of accounting based on voting rights which are either majority in interest of the partners, proportionate to the partners ownership interests, or unanimous voting with respect to significant decisions that impact the management and economic performance of LOCAP. Unamortized differences in the basis of the initial investments and our interest in the separate net assets within the financial statements of the investees are amortized into net income over the remaining useful lives of the underlying assets. As of December 31, 2017, 2016 and 2015, the unamortized basis differences included in our equity investments are $41.4 million , $42.7 million and $27.2 million , respectively. For the years ended 2017, 2016 and 2015, the net amortization expense was $3.8 million , $2.8 million and $1.9 million , respectively, which is included in income from equity method investments. Our equity investments in affiliates balance was affected by the following during the periods indicated: December 31, 2017 2016 2015 Distributions Received Income from Equity Investments Purchase Price Adjustment Distributions Received Income from Equity Investments Distributions Received Income from Equity Investments Mars (1) $ 125.9 $ 121.8 $ — $ 88.3 $ 79.8 $ 62.8 $ 59.4 Bengal 19.0 22.6 — 19.6 20.2 20.2 20.8 Permian Basin (2) 1.4 0.9 (0.1 ) — — — — LOCAP (1) 7.9 10.7 — 8.2 8.4 8.7 8.4 Poseidon (3) 38.4 27.4 — 41.9 29.7 21.2 16.1 Proteus (4) 2.9 1.5 0.3 — — — — Endymion (4) 2.8 1.7 0.1 — — — — $ 198.3 $ 186.6 $ 0.3 $ 158.0 $ 138.1 $ 112.9 $ 104.7 (1) We acquired an additional 22.9% interest in Mars and a 41.48% interest in LOCAP in the December 2017 Acquisition. The financial information presented has been retrospectively adjusted for the incremental ownership acquired. (2) We acquired a 50.0% interest in Permian Basin in the October 2017 Acquisition. The acquisition of this interest has been accounted for prospectively. (3) We acquired a 36.0% interest in Poseidon in the July 2015 Acquisition. The acquisition of this interest has been accounted for prospectively. (4) The acquisition of our ownership interests in Proteus and Endymion was effective in the December 2016 Acquisition, for which we were not entitled to a distribution and the related equity investment income was less than $0.1 million . The acquisition of these interests has been accounted for prospectively. See Note 3 - Acquisitions and Divestiture for additional information regarding the acquisitions of our equity investments. We acquired an additional 22.0% interest in Odyssey on December 1, 2017, which is now being consolidated in our financial statements on a retrospective basis. Summarized Financial Information The following presents aggregated selected balance sheet and income statement data for our equity method investments (on a 100% basis): For the Year Ended December 31, 2017 For the period October 17, 2017 -December 31, 2017 (1) Mars Bengal LOCAP Poseidon Proteus Endymion Permian Basin Statements of Income Total revenues $ 255.5 $ 72.8 $ 55.7 $ 117.1 $ 30.8 $ 33.4 $ 3.8 Total operating expenses 81.9 28.1 17.2 32.6 13.4 13.6 2.0 Operating income 173.6 44.7 38.5 84.5 17.4 19.8 1.8 Net income 173.6 44.8 26.5 78.5 17.4 20.3 1.8 As of December 31, 2017 Balance Sheets Current assets $ 47.6 $ 25.0 $ 9.2 $ 18.7 $ 54.8 $ 8.9 $ 18.7 Non-current assets 187.5 156.6 60.4 218.6 335.8 145.5 83.6 Total assets $ 235.1 $ 181.6 $ 69.6 $ 237.3 $ 390.6 $ 154.4 $ 102.3 Current liabilities 5.1 10.5 37.2 17.6 50.3 2.7 8.7 Non-current liabilities — 0.3 21.8 237.4 206.2 16.0 0.7 Equity (deficit) 230.0 170.8 10.6 (17.7 ) 134.1 135.7 92.9 Total liabilities and equity (deficit) $ 235.1 $ 181.6 $ 69.6 $ 237.3 $ 390.6 $ 154.4 $ 102.3 (1) Interest in Permian Basin was acquired by us on October 17, 2017, Permian Basin total revenue, total operating expenses and operating income (on a 100% basis) was $8.3 million , $5.0 million and $3.3 million , respectively. For the Year Ended December 31, 2016 For the Period December 28, 2016 - December 31, 2016 (1) Mars Bengal LOCAP Poseidon Proteus Endymion Statements of Income Total revenues $ 229.8 $ 69.5 $ 51.4 $ 120.3 $ 0.3 $ 0.3 Total operating expenses 83.0 28.7 17.1 30.7 0.1 0.2 Operating income 146.8 40.8 34.3 89.6 0.2 0.1 Net income 146.8 40.2 20.8 84.9 — 0.1 As of December 31, 2016 Balance Sheets Current assets $ 40.0 $ 34.0 $ 8.5 $ 17.1 $ 24.0 $ 10.0 Non-current assets 197.5 147.5 46.6 233.6 194.7 154.1 Total assets $ 237.5 $ 181.5 $ 55.1 $ 250.7 $ 218.7 $ 164.1 Current liabilities 5.1 16.8 38.8 20.7 2.2 2.9 Non-current liabilities — 0.7 13.3 219.7 70.3 17.2 Equity 232.4 164.0 3.0 10.3 146.2 144.0 Total liabilities and equity $ 237.5 $ 181.5 $ 55.1 $ 250.7 $ 218.7 $ 164.1 (1) Interests in Proteus and Endymion were acquired by us on December 27, 2016. For 2016, Proteus total revenue, total operating expenses and operating income (on a 100% basis) was $24.7 million , $11.7 million and $13.0 million , respectively. For 2016, Endymion total revenue, total operating expenses and operating income (on a 100% basis) was $28.1 million , $12.3 million and $15.8 million , respectively. For the Year Ended December 31, 2015 For the Period July 1, 2015 - December 31, 2015 (1) Mars Bengal LOCAP Poseidon Statements of Income Total revenues $ 205.9 $ 70.3 $ 49.2 $ — Total operating expenses 85.7 28.1 15.2 — Operating income 120.2 42.2 34.0 — Net income 120.3 42.1 20.9 45.9 As of December 31, 2015 Balance Sheets Current assets $ 40.9 $ 29.0 $ 8.8 $ 18.5 Non-current assets 208.2 146.3 41.3 249.2 Total assets $ 249.1 $ 175.3 $ 50.1 $ 267.7 Current liabilities 6.4 11.2 36.7 22.5 Non-current liabilities — 0.9 11.2 203.5 Equity 242.7 163.2 2.2 41.7 Total liabilities and equity $ 249.1 $ 175.3 $ 50.1 $ 267.7 (1) Interest in Poseidon was acquired by us on July 1, 2015. For 2015, Poseidon total revenue, total operating expenses and operating income (on a 100% basis) was $123.7 million , $28.6 million and $95.1 million , respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consist of the following as of the dates indicated: December 31, Depreciable Life 2017 2016 (1) Land — $ 8.2 $ 8.2 Building and improvements 10 - 40 years 38.9 29.6 Pipeline and equipment (2) 10 - 30 years 1,153.6 1,145.0 Other 5 - 25 years 17.8 17.7 1,218.5 1,200.5 Accumulated depreciation and amortization (3) (526.1 ) (495.8 ) 692.4 704.7 Construction in progress 44.1 29.0 Property, plant and equipment, net $ 736.5 $ 733.7 (1) The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. (2) As of December 31, 2017 and 2016 , includes cost of $353.7 million and $343.9 million , respectively, related to assets under operating leases (as lessor), which commenced in May 2017 and December 2017. As of both December 31, 2017 and 2016 , includes cost of $22.8 million related to assets under capital lease (as lessee). (3) As of December 31, 2017 and 2016 , includes accumulated depreciation of $104.7 million and $91.2 million , respectively, related to assets under operating leases (as lessor), which commenced in May 2017 and December 2017. As of December 31, 2017 and 2016 , includes accumulated depreciation of $3.0 million and $1.6 million , respectively, related to assets under capital lease (as lessee). Depreciation and amortization expense on property, plant and equipment of $45.0 million , $43.1 million and $37.9 million is included in cost and expenses in the accompanying consolidated statements of income for 2017 , 2016 and 2015 , respectively. Depreciation and amortization expense on property, plant and equipment includes amounts pertaining to assets under operating (as lessor) and capital leases (as lessee). |
Accrued Liabilities - Third Par
Accrued Liabilities - Third Parties | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities – Third Parties | Accrued Liabilities – Third Parties Accrued liabilities – third parties consist of the following as of the dates indicated: December 31, 2017 2016 Current Transportation, project engineering $ 6.0 $ 6.1 Property taxes 4.2 2.2 Other accrued liabilities 2.5 3.9 Total current accrued liabilities - third parties $ 12.7 $ 12.2 Noncurrent Environmental accrual $ — $ 6.3 Total noncurrent accrued liabilities - third parties $ — $ 6.3 See Note 4 – Related Party Transactions for a discussion of accrued liabilities – related parties. |
Related Party Debt
Related Party Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Related Party Debt | Related Party Debt Consolidated related party debt obligations comprise the following as of the dates indicated: December 31, 2017 2016 Outstanding Balance Total Capacity Available Capacity Outstanding Balance Total Capacity Available Capacity Five Year Revolver due December 2022 $ 1,000.0 $ 1,000.0 $ — $ — $ — $ — Five Year Fixed Facility 600.0 600.0 — — — — Five Year Revolver due October 2019 246.9 760.0 513.1 686.9 760.0 73.1 Zydeco Revolver — 30.0 30.0 — 30.0 30.0 364-Day Revolver (1) — — — — 180.0 180.0 Unamortized debt issuance costs (2.9 ) n/a n/a (0.9 ) n/a n/a Debt payable - related party $ 1,844.0 $ 2,390.0 $ 543.1 $ 686.0 $ 970.0 $ 283.1 (1) The 364 -Day Revolver expired March 1, 2017. Interest and fee expenses associated with our borrowings were $29.4 million , $8.6 million and $4.0 million for 2017 , 2016 and 2015, respectively, of which we paid $25.0 million , $7.0 million and $2.7 million , respectively. Borrowings under our revolving credit facilities approximate fair value as the interest rates are variable and reflective of market rates, which results in a Level 2 instrument. The fair value of our Five Year Fixed Facility (as defined below) is estimated based on the published market prices for issuances of similar risk and tenor and is categorized as a Level 2 instrument. As of December 31, 2017 , the carrying amount and estimated fair value of total debt (before amortization of issuance costs) was $1,846.9 million and $1,858.4 million , respectively. As of December 31, 2016, all outstanding borrowings were under a revolving credit facility and therefore approximated fair value. On December 1, 2017, we borrowed $1,000.0 million under the Five Year Revolver due December 2022 and $93.1 million under our Five Year Fixed Facility. We used $825.0 million of these proceeds to fund the December 2017 Acquisition and the remaining $268.1 million to repay borrowings outstanding under our Five Year Revolver due October 2019. Additionally, we paid $0.7 million of accrued interest on the repaid borrowings with cash on hand. On September 15, 2017, we used net proceeds from sales of common units to third parties to repay $265.0 million of borrowings outstanding under our Five Year Revolver due October 2019. On May 10, 2017, we funded the May 2017 Acquisition with $50.0 million of cash on hand, $73.1 million in borrowings under our Five Year Revolver due October 2019 and $506.9 million in borrowings under our Five Year Fixed Facility (as defined below). On May 23, 2016, we partially funded the cash portion of the May 2016 Acquisition with $296.7 million in borrowings under our Five Year Revolver due October 2019. On March 29, 2016, we used cash on hand and net proceeds from sales of common units to third parties to repay $272.6 million of borrowings outstanding under the Five Year Revolver due October 2019 and all $137.4 million of borrowings outstanding under the 364 -Day Revolver. Credit Facility Agreements Five Year Revolver due December 2022 On December 1, 2017, we entered into a five year revolving credit facility with STCW (the “ Five Year Revolver due December 2022”) with a borrowing capacity of $1,000.0 million and paid an issuance fee of $1.7 million . Borrowings under the Five Year Revolver due December 2022 bear interest at the three-month LIBOR rate plus a margin. Additionally, we pay interest of 0.19% on any unused capacity. As of December 31, 2017, the weighted average interest rate for the Five Year Revolver due December 2022 was 2.5% . Commitment fees began to accrue beginning on the date we entered into the agreement. The Five Year Revolver due December 2022 matures on December 1, 2022. Five Year Fixed Facility On March 1, 2017, we entered into a Loan Facility Agreement with STCW with a borrowing capacity of $600.0 million (the “ Five Year Fixed Facility”) and paid an issuance fee of $0.7 million . The Five Year Fixed Facility provides that we may not repay or prepay amounts borrowed without the consent of the lender and amounts repaid or prepaid may not be re-borrowed. The Five Year Fixed Facility bears a fixed interest rate of 3.23% per annum. The Five Year Fixed Facility matures on March 1, 2022. Five Year Revolver due October 2019 On November 3, 2014, we entered into a five year revolving credit facility (the “ Five -Year Revolver due October 2019”) with STCW with an initial borrowing capacity of $300.0 million . On May 12, 2015, we amended and restated the Five Year Revolver due October 2019 to increase the borrowing capacity amount to $400.0 million , and paid an issuance fee of $0.2 million . On September 27, 2016, we further amended and restated the Five Year Revolver due October 2019 to increase the amount of the facility to $760.0 million , and paid an additional issuance fee of $0.6 million . The Five Year Revolver due October 2019 provides that loans advanced under the facility can have a term ending on or before its maturity date. Borrowings under the Five Year Revolver due October 2019 bear interest at the three-month LIBOR rate plus a margin. Additionally, we pay interest of 0.19% on any unused capacity. As of December 31, 2017 , the weighted average interest rate for the Five Year Revolver due October 2019 was 2.5% . Commitment fees began to accrue beginning on the date we entered into the agreement. The Five Year Revolver due October 2019 matures on October 31, 2019 . 364 -Day Revolver On June 29, 2015, in connection with the July 2015 Acquisition, we entered into a second revolving credit facility (the “ 364 -Day Revolver”) with STCW as lender with an initial borrowing capacity of $100.0 million , and paid a credit facility issuance fee of $0.1 million . On November 11, 2015, we amended and restated the 364 -Day Revolver to increase the borrowing capacity amount $180.0 million , and paid an additional issuance fee of $0.1 million . The 364 -Day Revolver expired as of March 1, 2017. Zydeco Revolving Credit Facility Agreement On August 6, 2014, Zydeco entered into a senior unsecured revolving credit facility agreement with STCW (the “Zydeco Revolver”). The facility has a borrowing capacity of $30.0 million . Loans advanced under the agreement have up to a six -month term. Borrowings under the credit facility bear interest at the three-month LIBOR rate plus a margin. Additionally, we pay interest of 0.23% on any unused capacity. As of December 31, 2017 , the interest rate for the Zydeco Revolver was 3.1% . The Zydeco Revolver matures on August 6, 2019. Covenants Under the Five Year Revolver due December 2022, the Five Year Fixed Facility, the Five Year Revolver due October 2019 and the Zydeco Revolver, we (and Zydeco in the case of the Zydeco Revolver) have, among other things: • agreed to restrict additional indebtedness not loaned by STCW; • to give the applicable facility pari passu ranking with any new indebtedness; and • to refrain from securing our assets except as agreed with STCW. The facilities also contain customary events of default, such as nonpayment of principal, interest and fees when due and violation of covenants, as well as cross-default provisions under which a default under one credit facility may trigger an event of default in another facility with the same borrower. Any breach of covenants included in our debt agreements which could result in our related party lender demanding payment of the unpaid principal and interest balances will have a material adverse effect upon us and would likely require us to seek to renegotiate these debt arrangements with our related party lender and/or obtain new financing from other sources. As of December 31, 2017 , we were in compliance with the covenants contained in the Five Year Revolver due December 2022, the Five Year Fixed Facility, the Five Year Revolver due October 2019, and Zydeco was in compliance with the covenants contained in the Zydeco Revolver. Any breach of covenants including in our debt agreements which could result in our related party lender demanding payment of the unpaid principal and interest balances will have a material adverse effect upon us and likely require us to renegotiate these debt agreements with our related party lender and/or obtain new financing from other sources. Borrowings and repayments under our credit facilities for 2017, 2016 and 2015 are disclosed in our consolidated statements of cash flows. See Note 3 – Acquisitions and Divestiture for additional information regarding our use of borrowings. See Note 10 – (Deficit) Equity for additional information regarding the source of our repayments. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Leases | Leases On December 1, 2014, we entered into a terminaling services agreement with a related party in which we were to take possession of certain storage tanks located in Port Neches, Texas, effective December 1, 2015 . On October 26, 2015, the terminal services agreement was amended to provide for an interim in-service period for the purposes of commissioning the tanks in which we pay a nominal monthly fee. Our capitalized costs and related capital lease obligation commenced on December 1, 2015. Upon the in-service date of September 1, 2016, our monthly lease payment was increased to $0.4 million . In the eighteenth month after the in-service date, actual fixed and variable costs will be compared to premised costs. If the actual and premised operating costs differ by more than 5.0% , the lease will be adjusted accordingly and this adjustment will be effective for the remainder of the lease. The imputed interest rate on the capital portion of the lease is 15.0% . Odyssey entered into an operating lease dated May 12, 1999 with a third party for usage of offshore platform space at Main Pass 289C. Additionally, Odyssey entered into a tie-in agreement effective January 2012 with a third party, which allowed producers to install the tie-in connection facilities and tying into the system. The agreements will continue to be in effect until the continued operation of the platform is uneconomic. We are also obligated under various long-term and short-term noncancelable operating leases, primarily related to tank farm land leases. Several of the leases provide for renewal terms. Rental expense included in Operations and maintenance on the consolidated statements of income for 2017 , 2016 and 2015 was $0.3 million , $0.5 million and $0.6 million , respectively. The future minimum lease payments as of December 31, 2017 , for the above lease obligations were: Total 2018 2019 2020 2021 2022 Remainder Operating lease for land (1) $ 2.7 $ 0.2 $ 0.2 $ 0.2 $ 0.2 $ 0.2 $ 1.7 Lease of platform space and tie-in 6.9 0.2 0.2 0.3 0.3 0.3 5.6 Capital lease for Port Neches storage tanks (2) 58.7 4.3 4.3 4.3 4.3 4.3 37.2 $ 68.3 $ 4.7 $ 4.7 $ 4.8 $ 4.8 $ 4.8 $ 44.5 (1) On May 1, 2017, Zydeco entered into a new operating lease for land with the same counterparty. This new lease terminated the former agreement. (2) Includes $33.4 million in interest, $24.9 million in principal and excludes $10.3 million in executory costs . As of December 31, 2017 and 2016 , we had short-term payment obligations relating to capital expenditures totaling $5.8 million and $5.9 million , respectively. These represent unconditional payment obligations to vendors for products and services delivered in connection with capital projects. |
(Deficit) Equity
(Deficit) Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
(Deficit) Equity | (Deficit) Equity Our capital accounts are comprised of a 2% general partner interests and 98% limited partner interests. The common units represent limited partner interests in us. The holders of common units, both public and SPLC, are entitled to participate in partnership distributions and have limited rights of ownership as provided for under our partnership agreement. Our general partner participates in our distributions and also currently holds IDR’s that entitle it to receive increasing percentages of the cash we distribute from operating surplus. At-the-Market Program On March 2, 2016 , we commenced an “at-the-market” equity distribution program pursuant to which we may issue and sell common units for up to $300.0 million in gross proceeds. This program is registered with the SEC on an effective registration statement on Form S-3. During the quarter ended September 30, 2017, we completed the sale of 5,200,000 common units under this program for $139.8 million net proceeds ( $140.2 million gross proceeds, or an average price of $26.96 per common unit, less $0.4 million of transaction fees). In connection with the issuance of the common units, we issued 106,122 general partner units to our general partner for $2.9 million in order to maintain its 2% general partner interest in us. We used the net proceeds from these sales of common units and from our general partner’s proportionate capital contribution to repay borrowings outstanding under the Five Year Revolver due October 2019 and for general partnership purposes. During the quarter ended June 30, 2017, we completed the sale of 94,925 common units under this program for $2.9 million net proceeds ( $3.0 million gross proceeds, or an average price of $31.51 per common unit, less $0.1 million of transaction fees). In connection with the issuance of the common units, we issued 1,938 general partner units to our general partner for $0.1 million in order to maintain its 2% general partner interest in us. We used proceeds from these sales of common units and from our general partner's proportionate capital contribution for general partnership purposes. During the quarter ended March 31, 2016, we completed the sale of 750,000 common units under this program for $25.4 million net proceeds ( $25.5 million gross proceeds, or an average price of $34.00 per common unit, less $0.1 million of transaction fees). In connection with the issuance of the common units, we issued 15,307 general partner units to our general partner for $0.5 million in order to maintain its 2% general partner interest in us. We used the net proceeds from these sales of common units and from our general partner’s proportionate capital contribution to repay borrowings outstanding under the Five Year Revolver due October 2019 and the 364 -Day Revolver and for general partnership purposes. Other than as described above, we did not have any sales under this program. Public Offerings On September 15, 2017, we completed the sale of 5,170,000 common units in a registered public offering for proceeds of $135.1 million , or $26.14 per common unit. In connection with the issuance of common units, we issued 105,510 general partner units to our general partner for $2.8 million in order to maintain its 2% general partner interest in us. We used the net proceeds from these sales of common units and from our general partner’s proportionate capital contribution to repay borrowings outstanding under the Five Year Revolver due October 2019 and for general partnership purposes. On May 23, 2016 , in conjunction with the May 2016 Acquisition, we completed the sale of 10,500,000 common units in a registered public offering for $345.8 million net proceeds ( $349.1 million gross proceeds, or $33.25 per common unit, less $2.9 million of underwriter's fees and $0.4 million of transaction fees). In connection with the issuance of common units, we issued 214,285 general partner units to our general partner as non-cash consideration of $7.1 million in order to maintain its 2% general partner interest in us. We used the net proceeds from the May 2016 Offering and from our general partner's proportionate capital contribution to partially fund the May 2016 Acquisition. As part of the registered public offering on May 23, 2016 , the underwriters received an option to purchase an additional 1,575,000 common units, which they exercised in full on June 9, 2016 for $51.8 million net proceeds ( $52.4 million gross proceeds, or $33.25 per common unit, less $0.5 million in underwriter's fees and $0.1 million of transaction fees). In connection with the issuance of common units, we issued 32,143 general partner units to our general partner for $1.1 million in order to maintain its 2% general partner interest in us. On March 29, 2016, we completed the sale of 12,650,000 common units in a registered public offering (the “March 2016 Offering”) for $395.1 million net proceeds ( $401.6 million gross proceeds, or $31.75 per common unit, less $6.3 million of underwriter's fees and $0.2 million of transaction fees). In connection with the issuance of the common units, we issued 258,163 general partner units to our general partner for $8.2 million in order to maintain its 2% general partner interest in us. We used the net proceeds from the March 2016 Offering and from our general partner’s proportionate capital contribution to repay borrowings outstanding under the Five Year Revolver due October 2019 and the 364 -Day Revolver and for general partnership purposes. On November 17, 2015, we completed the sale of 9,200,000 common units representing limited partner interests to unaffiliated third parties in the Offering for approximately $296.8 million net proceeds ( $299.4 million gross proceeds, less $2.6 million of underwriters’ discount and other offering costs). In connection with the issuance of the common units, we issued 187,755 general partner units to our general partner to maintain its 2% general partner interest in us. Private Placement On May 18, 2015, we completed the sale of 7,692,308 common units in the private placement (“Private Placement”) for $297.4 million net proceeds ( $300.0 million gross proceeds, or $39.00 per common unit, less $2.6 million of placement agent fees). In connection with the issuance of the common units, we issued 156,986 general partner units to the general partner for $6.1 million in order to maintain its 2% general partner interest in us. Units Outstanding As of December 31, 2017 , we had 187,782,369 common units outstanding, of which 98,832,233 were publicly owned. SPLC owned 88,950,136 common units representing an aggregate 46.4% limited partner interest in us, all of the IDR's, and 3,832,293 general partner units, representing a 2% general partner interest in us. The changes in the number of units outstanding from December 31, 2016 through December 31, 2017 are as follows: (in units) Public SPLC SPLC Subordinated General Total Balance as of December 31, 2015 62,892,308 21,475,068 67,475,068 3,098,825 154,941,269 Units issued in connection with ATM program 750,000 — — 15,307 765,307 Units issued in connection with public offerings 24,725,000 — — 504,591 25,229,591 Balance as of December 31, 2016 88,367,308 21,475,068 67,475,068 3,618,723 180,936,167 Expiration of subordination period — 67,475,068 (67,475,068 ) — — Units issued in connection with ATM program 5,294,925 — — 108,060 5,402,985 Units issued in connection with public offerings 5,170,000 — — 105,510 5,275,510 Balance as of December 31, 2017 98,832,233 88,950,136 — 3,832,293 191,614,662 Expiration of Subordination Period On February 15, 2017, all of the subordinated units converted into common units following the payment of the cash distribution for the fourth quarter of 2016. Each of our 67,475,068 outstanding subordinated units converted into one common unit. The converted units will participate pro rata with the other common units in distributions of available cash. The conversion of the subordinated units does not impact the amount of cash distributions paid by us or the total number of outstanding units. Distributions to our Unitholders The following table details the distributions declared and/or paid for the periods presented: Date Paid or to be Paid Three Months Ended Public Common SPLC Common SPLC Subordinated General Partner Distributions per Limited Partner Unit IDR’s 2% Total (in millions, except per unit amounts) February 12, 2015 December 31, 2014 (1) $ 4.8 $ 2.2 $ 7.1 $ — $ 0.3 $ 14.4 $ 0.10420 May 14, 2015 March 31, 2015 8.0 3.8 11.8 — 0.5 24.1 0.17500 August 13, 2015 June 30, 2015 10.2 4.1 12.8 0.1 0.5 27.7 0.19000 November 12, 2015 September 30, 2015 11.0 4.4 13.9 0.4 0.6 30.3 0.20500 February 11, 2016 December 31, 2015 13.9 4.7 14.8 1.2 0.7 35.3 0.22000 May 12, 2016 March 21, 2016 17.9 5.1 15.8 2.0 0.9 41.7 0.23500 August 12, 2016 June 30, 2016 22.0 5.4 16.9 3.7 1.0 49.0 0.25000 November 14, 2016 September 30, 2016 23.3 5.7 17.8 6.0 1.1 53.9 0.26375 February 14, 2017 December 31, 2016 24.5 5.9 18.7 8.3 1.2 58.6 0.27700 May 12, 2017 March 31, 2017 25.7 25.9 — 10.7 1.3 63.6 0.29100 August 14, 2017 June 30, 2017 26.9 27.0 — 12.9 1.4 68.2 0.30410 November 14, 2017 September 30, 2017 31.4 28.3 — 16.2 1.5 77.4 0.31800 February 14, 2018 December 31, 2017 (2) 32.9 29.6 — 18.9 1.7 83.1 0.33300 (1) The fourth quarter 2014 minimum quarterly distribution was prorated for the 59-day period from November 3, 2014 to December 31, 2014 in accordance with the Partnership Agreement. (2) For more information see Note 14 - Subsequent Events. Distributions to Noncontrolling Interest Distributions to SPLC for its noncontrolling interest in Zydeco were $8.9 million , $20.3 million and $67.1 million in 2017 , 2016 and 2015 , respectively. Distributions to GEL for its noncontrolling interest in Odyssey were $10.0 million , $9.9 million and $6.1 million in 2017, 2016 and 2015, respectively. See Note 4—Related Party Transactions for additional details. |
Net Income Per Limited Partner
Net Income Per Limited Partner Unit | 12 Months Ended |
Dec. 31, 2017 | |
Partners' Capital Notes [Abstract] | |
Net Income Per Limited Partner Unit | Net Income Per Limited Partner Unit Net income per unit applicable to common limited partner units, and to subordinated limited partner units in periods prior to the expiration of the subordination period, is computed by dividing the respective limited partners’ interest in net income attributable to the partnership for the period by the weighted average number of common units and subordinated units, respectively, outstanding for the period. Because we have more than one class of participating securities, we use the two-class method when calculating the net income per unit applicable to limited partners. The classes of participating securities include common units, subordinated units, general partner units, and IDR's. Basic and diluted net income per unit are the same because we do not have any potentially dilutive units outstanding for the period presented. Our net income includes earnings related to businesses acquired through transactions between entities under common control for periods prior to their acquisition by us. We have allocated these pre-acquisition earnings to our General Partner. The following tables show the allocation of net income attributable to the Partnership to arrive at net income per limited partner unit: 2017 2016 2015 Net income $ 391.8 $ 377.5 $ 374.0 Less: Net income attributable to the Parent 77.3 102.3 133.8 Net income attributable to noncontrolling interests 19.2 30.3 73.1 Net income attributable to the Partnership 295.3 244.9 167.1 Less: General partner's distribution declared 64.6 24.2 4.0 Limited partners' distribution declared on common units 227.7 109.8 60.1 Limited partner's distribution declared on subordinated units — 69.2 53.3 Income in excess of distributions $ 3.0 $ 41.7 $ 49.7 2017 General Partner Limited Partners' Common Units Total (in millions of dollars, except per unit data) Distributions declared $ 64.6 $ 227.7 $ 292.3 Income in excess of distributions — 3.0 3.0 Net income attributable to the Partnership $ 64.6 $ 230.7 $ 295.3 Weighted average units outstanding (in millions): Basic and diluted 3.7 180.4 184.1 Net income per limited partner unit (in dollars): Basic and diluted $ 1.28 2016 General Partner Limited Partners' Common Units Limited Partner's Subordinated Units Total (in millions of dollars, except per unit data) Distributions declared $ 24.2 $ 109.8 $ 69.2 $ 203.2 Income in excess of distributions 0.8 24.6 16.3 41.7 Net income attributable to the Partnership $ 25.0 $ 134.4 $ 85.5 $ 244.9 Weighted average units outstanding (in millions): Basic and diluted 3.5 101.9 67.5 172.9 Net income per limited partner unit (in dollars): Basic and diluted $ 1.32 $ 1.27 2015 General Partner Limited Partners' Common Units Limited Partner's Subordinated Units Total (in millions of dollars, except per unit data) Distributions declared $ 4.0 $ 60.1 $ 53.3 $ 117.4 Income in excess of distributions 1.0 25.4 23.3 49.7 Net income attributable to the Partnership $ 5.0 $ 85.5 $ 76.6 $ 167.1 Weighted average units outstanding (in millions): Basic and diluted 2.9 73.4 67.5 143.8 Net income per limited partner unit (in dollars): Basic and diluted $ 1.16 $ 1.14 |
Transactions with Major Custome
Transactions with Major Customers and Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Transactions with Major Customers and Concentration of Credit Risk | Transactions with Major Customers and Concentration of Credit Risk The following table shows revenues from third party customers that accounted for a 10% or greater share of consolidated revenues for the indicated years: 2017 2016 (1) 2015 (1) Customer C $ 70.3 $ 72.9 $ 85.7 (1) The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. As such, certain customers that accounted for a 10% or greater share in prior periods now account for less than 10% of our retrospectively adjusted consolidated revenues. Our Parent and its affiliates accounted for 49.9% , 44.5% and 44.7% of our total revenues for 2017 , 2016 and 2015 , respectively. The following table shows accounts receivable from third party customers that accounted for a 10% or greater share of consolidated net accounts receivable for the indicated years: December 31, 2017 2016 (1) 2015 (1) Customer C $ 5.8 $ 6.3 $ 7.2 (1) The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. As such, certain customers that accounted for a 10% or greater share in prior periods now account for less than 10% of our retrospectively adjusted consolidated net accounts receivable. We have a concentration of revenues and trade receivables due from customers in the same industry, our Parent’s affiliates, integrated oil companies, marketers, and independent exploration, production and refining companies primarily within the Gulf Coast region of the U.S. These concentrations of customers may impact our overall exposure to credit risk as they may be similarly affected by changes in economic, regulatory, regional and other factors. We are potentially exposed to concentration of credit risk primarily through our accounts receivable with our Parent. These receivables have payment terms of 30 days or less, and there has been no history of collectability issues. We monitor the creditworthiness of third-party major customers. We manage our exposure to credit risk through credit analysis, credit limit approvals and monitoring procedures, and for certain transactions, we may request letters of credit, prepayments or guarantees. As of December 31, 2017 and 2016 , there were no such arrangements. We have concentrated credit risk for cash by maintaining deposits in a major bank, which may at times exceed amounts covered by insurance provided by the United States Federal Deposit Insurance Corporation (“FDIC”). We monitor the financial health of the bank and have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk. As of December 31, 2017 , we had approximately $137.0 million in cash and cash equivalents in excess of FDIC limits. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Environmental Matters We are subject to federal, state, and local environmental laws and regulations. We routinely conduct reviews of potential environmental issues and claims that could impact our assets or operations. These reviews assist us in identifying environmental issues and estimating the costs and timing of remediation efforts. In making environmental liability estimations, we consider the material effect of environmental compliance, pending legal actions against us and potential third-party liability claims. Often, as the remediation evaluation and effort progresses, additional information is obtained, requiring revisions to estimated costs. These revisions are reflected in our income in the period in which they are probable and reasonably estimable. As of December 31, 2017 and 2016 , we had $0.3 million and $6.8 million accrued liabilities associated with environmental clean-up costs. The accrued liability as of December 31, 2017 relates to a Consent Decree issued in 1998 by the State of Washington Department of Ecology with respect to our products terminal located in Seattle, Washington. The costs relate to ongoing groundwater compliance monitoring and other remedial activities. The accrued liability as of December 31, 2016 relates to the Consent Decree liability, as well as to certain liabilities associated with the terminals located in Portland, Oregon and Seattle, Washington associated with the Portland Harbor Superfund Site. Pursuant to the Contribution Agreement, dated December 1, 2017, by and between SOPUS and Triton, SOPUS agreed to retain certain liabilities associated with these costs. We do not anticipate any obligations, costs or expenses related to the Portland Superfund Site to arise after the closing date. Legal Proceedings We are named defendants in lawsuits and governmental proceedings that arise in the ordinary course of our business. For each of our outstanding legal matters, we evaluate the merits of the case, our exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. While there are still uncertainties related to the ultimate costs we may incur, based upon our evaluation and experience to date, we do not expect that the ultimate resolution of these matters will have a material adverse effect on our financial position, operating results or cash flows. Effective July 31, 2014, a rate case was filed against Zydeco with FERC. The rate case was resolved by a settlement approved by FERC which established maximum rates for uncommitted (or non-contract) shippers effective December 1, 2015. The settlement also provided for rate refunds for shippers of the difference between the higher pre-settlement uncommitted (or non-contract) rates and the lower settlement rates for the period from July 31, 2014 to November 30, 2015 (plus interest). In 2015, we recognized $2.3 million of general and administrative expenses related to the settlement of this rate case, and the shippers settlements were paid in January 2016. We filed claims for reimbursement of $1.4 million in 2015 from SPLC, and we received reimbursement in 2016. Indemnification Under our Omnibus Agreement, certain environmental liabilities, tax liabilities, litigation and other matters attributable to the ownership or operation of our assets prior to the IPO are indemnified by SPLC. Other than tax liabilities for which the statute of limitations has not expired, the obligations of SPLC under the Omnibus Agreement have expired. See Note 4 –Related Party Transactions f or additional information. Minimum Throughput On September 1, 2016, the in-service date of the capital lease for the Port Neches storage tanks, a joint tariff agreement with a third party became effective and requires monthly payments of approximately $0.4 million . The tariff will be analyzed annually and updated based on the FERC indexing adjustment to rates effective July 1 of each year. There was no FERC indexing adjustment to this rate effective July 1, 2017. The initial term of the agreement is ten years with automatic one year renewal terms with the option to cancel prior to each renewal period. Other Commitments We hold cancelable easements or rights-of-way arrangements from landowners permitting the use of land for the construction and operation of our pipeline systems. Obligations under these easements are not material to the results of our operations. Leases We have an operating lease for land, lease of platform space, tie-in agreement, and a capital lease for storage tanks. See Note 9 –Leases for additional information relating to our lease obligations . |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event(s) | Subsequent Event(s) We have evaluated events that occurred after December 31, 2017 through the issuance of these consolidated financial statements. Any material subsequent events that occurred during this time have been properly recognized or disclosed in the consolidated financial statements and accompanying notes. Distribution On January 25, 2018 , the Board declared a cash distribution of $0.33300 per limited partner unit for the three months ended December 31, 2017 . The distribution was paid on February 14, 2018 to unitholders of record as of February 5, 2018. Equity Issuances On February 6, 2018, we completed the sale of 25,000,000 common units in a registered public offering for approximately $673.5 million net proceeds ( $680.0 million gross proceeds, or $27.20 per common unit, less $6.0 million of underwriter's fees and $0.5 million of transaction fees). In connection with the issuance of common units, we issued 510,204 general partner units to our general partner for $13.9 million in order to maintain its 2% general partner interest in us. On February 6, 2018, we also completed the sale of 11,029,412 common units in a private placement with Shell Midstream LP Holdings LLC, an indirect subsidiary of Shell, for an aggregate purchase price of $300.0 million , or $27.20 per common unit. In connection with the issuance of the common units, we issued 225,091 general partner units to the general partner for $6.1 million in order to maintain its 2% general partner interest in us. We used the net proceeds from these sales of common units and from our general partner’s proportionate capital contribution to repay borrowings outstanding under the Five Year Revolver due October 2019 and the Five Year Revolver due December 2022, as well as for general partnership purposes. As part of the registered public offering, the underwriters received a 30 -day option to purchase up to an additional 3,750,000 common units from us on the same terms as in the registered public offering. Tax Sharing Agreement We have entered into a tax sharing agreement with Shell. Pursuant to this agreement, we have agreed to reimburse Shell for state and local income and franchise taxes attributable to any activity of our operating subsidiaries, and reported on Shell’s state or local income or franchise tax returns filed on a combined or unitary basis. Reimbursements under this agreement equal the amount of tax our applicable operating subsidiaries would be required to pay with respect to such activity, if such subsidiaries were to file a combined or unitary tax return separate from Shell. Shell will compute and invoice us for the tax reimbursement amount within 15 days of Shell filing its combined or unitary tax return on which such activity is included. We may be required to make prepayments toward the tax reimbursement amount to the extent that Shell is required to make estimated tax payments during the relevant tax year. The tax sharing agreement currently in place is effective for all taxable periods ending on or after December 31, 2017. The current agreement replaced a similar tax sharing agreement between Zydeco and Shell, which was effective for all tax periods ending before December 31, 2017. Partnership Agreement On February 26, 2018, Shell Midstream Partners GP LLC, the general partner of the Partnership, executed Amendment No. 1 to the Partnership’s Amended and Restated Agreement of Limited Partnership dated November 3, 2014, in response to changes to the Internal Revenue Code enacted by the Bipartisan Budget Act of 2015 relating to partnership audit and adjustment procedures. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) (in millions of dollars, except for per unit data) Total Revenues Income Before Income Taxes Net Income Net Income Attributable to the Partnership Limited Partners' Interest in Net Income Attributable to the Partnership Net Income per Common Unit - Basic and Diluted 2017 First (1) $ 109.1 $ 98.1 $ 98.1 $ 70.8 $ 58.7 $ 0.33 Second (1) 112.4 91.7 91.7 65.5 51.2 0.29 Third (1) 121.8 99.5 99.5 72.6 55.0 0.31 Fourth 126.8 102.6 102.5 86.4 65.8 0.35 2016 (1) First $ 117.2 $ 99.0 $ 99.0 $ 55.3 $ 52.2 $ 0.36 Second 112.9 98.6 98.6 63.8 58.8 0.35 Third 107.7 84.4 84.4 56.3 49.1 0.28 Fourth 115.1 95.5 95.5 69.5 59.8 0.34 (1) The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business We are a fee-based, growth-oriented master limited partnership that owns, operates, develops and acquires pipelines and other midstream assets. As of December 31, 2017 , our assets include interests in entities that own crude oil and refined products pipelines and terminals that serve as key infrastructure to (i) transport onshore and offshore crude oil production to Gulf Coast and Midwest refining markets and (ii) deliver refined products from those markets to major demand centers. Our assets also include interests in entities that own natural gas and refinery gas pipelines which transport offshore natural gas to market hubs and deliver refinery gas from refineries and plants to chemical sites along the Gulf Coast. |
Basis of Presentation | Basis of Presentation Our consolidated financial statements include all subsidiaries required to be consolidated under generally accepted accounting principles in the United States (“GAAP”). Our reporting currency is U.S. dollars, and all references to dollars are U.S. dollars. The accompanying consolidated financial statements and related notes have been prepared under the rules and regulations of the Securities and Exchange Commission (the “SEC”). These rules and regulations conform to the accounting principles contained in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification, the single source of GAAP. Our consolidated subsidiaries include Pecten, Sand Dollar, Triton, Zydeco, Odyssey and the Operating Company. Asset acquisitions of additional interests in previously consolidated subsidiaries and interests in cost and equity method investments are included in the financial statements prospectively from the effective date of each acquisition. In cases where these types of acquisitions are considered acquisitions of businesses under common control, the financial statements are retrospectively adjusted. As such, all financial results of interests acquired in the May 2017 Acquisition and the December 2017 Acquisition have been retrospectively adjusted. For additional interests acquired of cost and equity method investments previously owned, only the incremental ownership interest is retrospectively adjusted. See Note 3 – Acquisitions and Divestiture for definitions and additional information. The following businesses were acquired from our Parent and are accounted for as acquisitions between entities under common control. As such, our consolidated financial statements include the financial results of these businesses, which were derived from the financial statements and accounting records of SPLC and Shell for the periods prior to acquisition. Specifically, such businesses are reflected for the following periods prior to the effective date of such acquisition: • Pecten for periods prior to October 1, 2015; • Shell Delta, Na Kika and Refinery Gas Pipeline Operations for periods prior to May 10, 2017; and • December 2017 Acquisition for periods prior to December 1, 2017, including the effect of fully consolidating Odyssey. Our consolidated statements of income, cash flows and changes in equity for 2017, 2016 and 2015 consist of the combined results of the May 2017 Acquisition and the December 2017 Acquisition prior to the respective acquisition dates, and the consolidated activity of the Partnership. Additionally, our consolidated statements of income, cash flows and changes in equity for 2015 include the combined results of the November 2015 Acquisition prior to the acquisition date. Our consolidated statements of income exclude the results of these businesses from net income attributable to the Partnership for the periods indicated above by allocating these results to our Parent. See Note 3 - Acquisitions and Divestiture for definitions. Expense Allocations. Our consolidated statements of income also include expense allocations for certain functions performed by SPLC and Shell on behalf of the above businesses prior to their respective dates of acquisition by us. Such costs are included in either general and administrative expenses or operations and maintenance expenses in the accompanying consolidated statements of income, depending on the nature of the employee’s role in our operations. The expense allocations have been determined on a basis that we, SPLC and Shell consider to be a reasonable reflection of the utilization of the services provided or the benefit received during the periods presented. Beginning from July 1, 2014, Zydeco entered into an operating and management agreement with SPLC (the “Management Agreement”) under which SPLC provides general management and administrative services to us. Therefore, we no longer receive allocated corporate expenses from SPLC related to Zydeco. We will continue to receive direct and allocated field and regional expenses from SPLC including payroll expenses not covered under the operating and management agreement. In addition, beginning from October 1, 2015, Pecten entered into an operating and management agreement under which we receive direct and allocated field and regional expenses from SPLC. See details of related party transactions in Note 4 — Related Party Transactions . On May 10, 2017, SPLC entered into an operating and administrative management agreement with Sand Dollar. Sand Dollar is allocated certain costs in connection with the services provided pursuant to the agreement. On December 1, 2017, our general partner, SPLC and Triton West entered into an operating and administrative management agreement. Our general partner provides certain operational and support services pursuant to the agreement. The necessary personnel are employed by SPLC and are assigned to our general partner. Triton West is allocated costs in connection with the services. Cash. For all consolidated subsidiaries, we establish our own cash accounts for the funding of our operating and investing activities, with the exception of the capital expenditures incurred by SPLC on our behalf and then contributed to us. Funds are not comingled with the cash of other entities. Prior to the acquisition of each of these interests, the cash generated and used by our operations was deposited to Shell Treasury Center (West) Inc. (“STCW”) which was commingled with the cash of other entities controlled by Shell. STCW funded our operating activities and STCW or an affiliate funded investing activities as needed. Accordingly, we did not record any cash and cash equivalents held by SPLC on our behalf for any period prior to the effective date of each acquisition. |
Principles of Consolidation | Principles of Consolidation Our consolidated financial statements include all subsidiaries where we have control. The assets and liabilities in the accompanying consolidated financial statements have been reflected on a historical basis. All significant intercompany accounts and transactions are eliminated upon consolidation. |
Regulation | Regulation Certain businesses are subject to regulation by various authorities including, but not limited to the FERC. Regulatory bodies exercise statutory authority over matters such as construction, rates and ratemaking and agreements with customers. |
Net Parent Investment | Net Parent Investment Net Parent Investment represents Shell’s historical investment in us, our accumulated net earnings through the date which we completed the acquisition, and the net effect of transactions with, and allocations from, SPLC and Shell. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported of assets, liabilities, revenues and expenses in the accompanying consolidated financial statements and notes. Actual results could differ from those estimates. |
Common Control Transactions | Common Control Transactions Assets and businesses acquired from our Parent and its subsidiaries are accounted for as common control transactions whereby the net assets acquired are combined with ours at their historical carrying value. If any recognized consideration transferred in such a transaction exceeds the carrying value of the net assets acquired, the excess is treated as a capital distribution to our General Partner, similar to a dividend. If the carrying value of the net assets acquired exceeds any recognized consideration transferred including, if applicable, the fair value of any limited partner units issued, then our Parent would record an impairment and our net assets acquired would be recorded at fair value. To the extent that such transactions require prior periods to be retrospectively adjusted, historical net equity amounts prior to the transaction date are reflected in “Net Parent Investment.” Cash consideration up to the carrying value of net assets acquired is presented as an investing activity in our consolidated statement of cash flows. Cash consideration in excess of the carrying value of net assets acquired is presented as a financing activity in our consolidated statement of cash flows. Assets and businesses sold to our Parent are also common control transactions accounted for using historical carrying value with any resulting gain treated as a contribution from Parent. |
Revenue Recognition | Revenue Recognition Our revenues are primarily generated from the transportation and storage of crude oil and refined products through our pipelines and storage tanks. In general, we recognize revenue from customers when all of the following criteria are met: (1) persuasive evidence of an exchange arrangement exists; (2) delivery or storage has occurred or services have been rendered; (3) the price is fixed or determinable; and (4) collectability is reasonably assured. We record revenue for crude oil transportation and storage services over the period in which they are earned (i.e., either physical delivery or storage of product has taken place or the services designated in the contract have been performed). We accrue revenue based on services rendered but not billed for that accounting month. Additionally, we provide crude storage rental services to third parties and related parties under long-term contracts. As a result of FERC regulations, revenues we collect may be subject to refund. We establish reserves for these potential refunds based on actual expected refund amounts on the specific facts and circumstances. We had no reserves for potential refunds as of December 31, 2017 and 2016 . Our FERC-approved transportation services agreements on Zydeco entitle the customer to a specified amount of guaranteed capacity on a pipeline. This capacity cannot be pro-rated even if the pipeline is oversubscribed. In exchange, the customer makes a specified monthly payment regardless of the volume transported. If the customer does not ship its full guaranteed volume in a given month, it makes the full monthly cash payment and may ship the unused volume in a later month for no additional cash payment for up to 12 months, subject to availability on the pipeline. If there is insufficient capacity on the pipeline to allow the unused volume to be shipped, the customer forfeits its right to ship such unused volume. We do not refund any cash payments relating to unused volumes. Cash collected from customers for shortfalls under these agreements is recorded as deferred revenue. We recognize deferred revenue under these arrangements into revenue once all contingencies or potential performance obligations associated with the related volumes have either (1) been satisfied through the transportation of future excess volumes of crude oil, or (2) expired (or lapsed) through the passage of time pursuant to the terms of the FERC-approved transportation services agreement. Because the expiration of a customer’s right to utilize shortfall payments is twelve months or less, we classify deferred revenue as a short term liability. Total deferred revenue was $19.4 million and $13.9 million as of December 31, 2017 and 2016 , respectively. Our long-term transportation agreements and tariffs for crude oil transportation include a product loss allowance (“PLA”). PLA is intended to assure proper measurement of the crude oil despite solids, water, evaporation and variable crude types that can cause mismeasurement. The PLA provides additional revenue for us if product losses on our pipelines are within the allowed levels, and we are required to compensate our customers for any product losses that exceed the allowed levels. We take title to any excess loss allowance when product losses are within an allowed level, and we sell that product several times per year at prevailing market prices. We have certain transportation and terminaling services agreements with related parties that are considered operating leases under GAAP. Revenues from these agreements are recorded within Lease revenue - related parties in the consolidated statement of income. Certain of these agreements were each entered into for terms of ten years, with the option to extend for two additional five year terms and we have additional agreements with an initial term of ten years with the option to extend for up to ten additional one -year terms. |
Cash and Cash Equivalents | Cash and Cash Equivalents Our cash and cash equivalents includes cash and short-term highly liquid overnight deposits. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable represent valid claims against customers for products sold or services rendered, net of allowances for doubtful accounts. We assess the creditworthiness of our counterparties on an ongoing basis and require security, including prepayments and other forms of collateral, when appropriate. We establish provisions for losses on accounts receivable due from shippers and operators if we determine that we will not collect all or part of the outstanding balance. Outstanding customer receivables are regularly reviewed for possible nonpayment indicators, and allowances for doubtful accounts are recorded based upon management’s estimate of collectability at each balance sheet date. |
Allowance Oil | Allowance Oil A PLA factor per barrel is incorporated into applicable crude oil tariffs to cover evaporation and other loss in transit. Allowance oil represents the net difference between the tariff PLA volumes and the actual volumetric losses. Our allowance oil is valued at the lower of cost or net realizable value using the average market price of the relevant type of crude oil during the month product was transported. Gains and losses from the conversion of allowance oil to cash are calculated using the specific cost per barrel based on the month of accumulation. Gains and losses from the conversion of allowance oil to cash and gains and losses from pipeline operations that relate to allowance oil are recorded in Operations and maintenance expenses in the accompanying consolidated statements of income. |
Equity Method Investments | Equity Method Investments We account for investments where we have the ability to exercise significant influence, but not control, under the equity method of accounting. Income from equity method investments represents our proportionate share of net income generated by the equity method investees. Equity method investments are assessed for impairment whenever changes in the facts and circumstances indicate a loss in value has occurred, if the loss is deemed to be other than temporary. When the loss is deemed to be other than temporary, the carrying value of the equity method investment is written down to fair value. Differences in the basis of the investments and the separate net asset value of the investees, if any, are amortized into net income over the remaining useful lives of the underlying assets. |
Property, Plant and Equipment | Property, Plant and Equipment Our property, plant and equipment is recorded at its historical cost of construction or, upon acquisition, at either the fair value of the assets acquired or the historical carrying value to the entity that placed the asset in service. Expenditures for major renewals and betterments are capitalized while those minor replacement, maintenance, and repairs which do not improve or extend asset life are expensed when incurred. For constructed assets, we capitalize all construction-related direct labor and material costs, as well as indirect construction costs. We use the straight-line method to depreciate property, plant and equipment based on the estimated useful life of the asset. We report gains or losses on dispositions of fixed assets as loss (gain) from disposition of fixed assets in the accompanying consolidated statements of income. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets We evaluate long-lived assets of identifiable business activities for impairment when events or changes in circumstances indicate, in our management’s judgment, that the carrying value of such assets may not be recoverable. These events include a significant decrease in the market value of the asset, changes in the manner in which we intend to use a long-lived asset, decisions to sell an asset and adverse changes in the legal or business environment such as adverse actions by regulators. If an event occurs, which is a determination that involves judgment, we perform an impairment assessment by comparing estimated undiscounted future cash flows associated with the asset to the asset’s net book value. If the net book value exceeds our estimate of undiscounted future cash flows, an impairment is calculated as the amount the net book value exceeds the estimated discounted future cash flows associated with the asset. |
Income Taxes | Income Taxes We are not a taxable entity for U.S. federal income tax purposes or for the majority of states that impose an income tax. Taxes on our net income are generally borne by our partners through the allocation of taxable income. Our income tax expense results from partnership activity in the state of Texas, as conducted by Zydeco, Sand Dollar and Triton. Income tax expense for 2017, 2016 and 2015 was immaterial. On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJA”) was signed into law by President Trump. The TCJA makes broad and complex changes to the Internal Revenue Code of 1986, including, but not limited to, (1) creating a new deduction on certain pass-through income to individual partners; (2) repealing the partnership technical termination rule; (3) creating new limitations on certain deductions and credits, including interest expense deductions; and (4) reducing the highest marginal U.S. federal corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017. Since the operations of a partnership are not subject to federal income tax, and most provisions of the TCJA are effective for tax years beginning after December 31, 2017, the legislation is not expected to have a material impact to the Partnership for 2017. |
Cost Method Investment | Cost Method Investments We account for investments in entities where we do not have control or significant influence under the cost method. 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. Cost method investments are reported as Cost investments in our consolidated balance sheets and dividends received are reported in Dividend income from cost investments in our consolidated income statements. |
Asset Retirement Obligations | Asset Retirement Obligations Asset retirement obligations represent legal and constructive obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset. We record liabilities for obligations related to the retirement and removal of long-lived assets used in our businesses at fair value on a discounted basis when they are incurred and can be reasonably estimated. Amounts recorded for the related assets are increased by the amount of these obligations. Over time, the liabilities increase due to the change in their present value, and the initial capitalized costs are depreciated over the useful lives of the related assets. The liabilities are eventually extinguished when settled at the time the asset is taken out of service. Our asset retirement obligations relate to our exclusive right of use of a portion of the Garden Banks 128 “A” Platform (GB 128A), where we operate facilities relating to the Auger pipeline system, as well as the abandonment of certain Odyssey pipeline assets. In relation to GB 128A, our right of use agreement provides that we pay our share of the decommissioning costs when and if that platform ceases operation. We have determined that a significant portion of our assets utilizing GB 128A have an indeterminate life, and as such, the fair values of those associated retirement obligations are not reasonably estimable. These assets include offshore pipelines pump and meter stations whose retirement dates will depend mostly on the various supply sources that connect to our systems and the ongoing demand for usage in the markets we serve. We expect these supply sources and market demands to continue for the foreseeable future, therefore we are unable to estimate retirement dates that would result in asset retirement obligations. Asset retirement obligations are adjusted each period for liabilities incurred or settled during the period, accretion expense and any revisions made to the estimated cash flows. Our asset retirement obligations were $6.6 million and $6.4 million , respectively, as of December 31, 2017 and 2016 . During each of 2017 , 2016 and 2015 accretion expense was $0.2 million . We continue to evaluate our asset retirement obligations and future developments could impact the amounts we record. The demand for our pipelines and terminals depends on the ongoing demand to move crude oil and refined products through the system. Although individual assets will be replaced as needed, our pipelines will continue to exist for an indefinite useful life. As such, there is uncertainty around the timing of any asset retirement activities. |
Pensions and Other Postretirement Benefits | Pensions and Other Postretirement Benefits We do not have our own employees. Employees that work on our pipelines or terminal are employees of SPLC and we share employees with other SPLC-controlled and non-controlled entities. For presentation of these accompanying consolidated financial statements, our portion of payroll costs and employee benefit plan costs have been allocated as a charge to us by SPLC and Shell Oil Company. Shell Oil Company sponsors various employee pension and postretirement health and life insurance plans. For purposes of these accompanying consolidated financial statements, we are considered to be participating in the benefit plans of Shell Oil Company. We participate in the following defined benefits plans: Shell Oil Pension Plan, Shell Oil Retiree Health Care Plan, and Pennzoil-Quaker State Retiree Medical & Life Insurance. As a participant in these benefit plans, we recognize as expense in each period an allocation from Shell Oil Company, and we do not recognize any employee benefit plan assets or liabilities. See Note 4 — Related Party Transactions for total pension and benefit expenses under these plans. |
Legal | Legal We are subject to litigation and regulatory proceedings as the result of our business operations and transactions. We use both internal and external counsel in evaluating our potential exposure to adverse outcomes from orders, judgments or settlements. In general, we expense legal costs as incurred. When we identify specific litigation that is expected to continue for a significant period of time, is probable to occur and may require substantial expenditures, we identify a range of possible costs expected to be required to litigate the matter to a conclusion or reach an acceptable settlement, and we accrue for the most probable outcome. To the extent that actual outcomes differ from our estimates, or additional facts and circumstances cause us to revise our estimates, our earnings will be affected. |
Environmental Matters | Environmental Matters We are subject to federal, state, and local environmental laws and regulations. Environmental expenditures are expensed or capitalized depending on their economic benefit. We expense costs such as permits, compliance with existing environmental regulations, remedial investigations, soil sampling, testing and monitoring costs to meet applicable environmental laws and regulations where prudently incurred or determined to be reasonably possible in the ordinary course of business. We are permitted to recover such expenditures through tariff rates charged to customers. We also expense costs that relate to an existing condition caused by past environmental incidents, which do not contribute to current or future revenue generation. We record environmental liabilities when environmental assessments and/or remedial efforts are probable and we can reasonably estimate the costs. Generally, our recording of these accruals coincides with our completion of a feasibility study or our commitment to a formal plan of action. We recognize receivables for anticipated associated insurance recoveries when such recoveries are deemed to be probable. For 2017 , we incurred $0.4 million , and for both 2016 and 2015 we incurred $0.1 million of environmental cleanup costs. As a result of the contribution of Pecten from SPLC, SHLX was indemnified by SPLC against cleanup costs for incidents that occurred at Auger or Lockport prior to the contribution of Pecten on October 1, 2015. There were no environmental incidents related to Auger or Lockport during the periods presented. As of December 31, 2017 and 2016 , we had accruals for $0.3 million and $6.8 million , respectively, for environmental clean-up costs. Refer to Note 4 — Related Party Transactions under the Omnibus Agreement for additional details. At December 31, 2017 and 2016, we have accrued approximately $0.3 million and $0.5 million , respectively, in costs related to a Consent Decree issued in 1998 by the State of Washington Department of Ecology with respect to our products terminal located in Seattle, Washington. The costs relate to ongoing groundwater compliance monitoring and other remedial activities. As of December 31, 2016, we have accrued $6.3 million related to certain liabilities associated with the terminals located in Portland, Oregon and Seattle, Washington associated with the Portland Harbor Superfund Site. Pursuant to the Contribution Agreement, dated December 1, 2017, by and between Equilon Enterprises LLC d/b/a Shell Oil Products US (“SOPUS”) and Triton, SOPUS agreed to retain certain liabilities associated with these costs. We do not anticipate any obligations, costs or expenses related to the Portland Superfund Site to arise after the closing date. We routinely conduct reviews of potential environmental issues and claims that could impact our assets or operations. These reviews assist us in identifying environmental issues and estimating the costs and timing of remediation efforts. In making environmental liability estimations, we consider the material effect of environmental compliance, pending legal actions against us and potential third-party liability claims. Often, as the remediation evaluation and effort progresses, additional information is obtained, requiring revisions to estimated costs. These revisions are reflected in our income statement in the period in which they are probable and reasonably estimable. |
Other Contingencies | Other Contingencies We recognize liabilities for other contingencies when we have an exposure that indicates it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Where the most likely outcome of a contingency can be reasonably estimated, we accrue a liability for that amount. Where the most likely outcome cannot be estimated, a range of potential losses is established and if no one amount in that range is more likely than any other, the lower end of the range is accrued. |
Fair Value Estimates | Fair Value Estimates We measure assets and liabilities requiring fair value presentation or disclosure using an exit price (i.e., the price that would be received to sell an asset or paid to transfer a liability) and disclose such amounts according to the quality of valuation inputs under the following hierarchy: Level 1: Quoted prices in an active market for identical assets or liabilities. Level 2: Inputs other than quoted prices that are directly or indirectly observable. Level 3: Unobservable inputs that are significant to the fair value of assets or liabilities. We classify the fair value of an asset or liability based on the lowest level of input significant to its measurement. A fair value initially reported as Level 3 will be subsequently reported as Level 2 if the unobservable inputs become inconsequential to its measurement, or corroborating market data becomes available. Asset and liability fair values initially reported as Level 2 will be subsequently reported as Level 3 if corroborating market data becomes unavailable. The carrying amounts of our accounts receivable, accounts payable, and accrued liabilities approximate their fair values due to their short term nature. Nonrecurring Fair Value Measurements — Fair value measurements are applied with respect to our nonfinancial assets and liabilities measured on a nonrecurring basis, which consist primarily of asset retirement obligations. Nonrecurring fair value measurements are also applied, when applicable, to determine the fair value of our long-lived assets. |
Net Income per Limited Partner Unit | Net income per limited partner unit Net income per unit applicable to common limited partner units, and to subordinated limited partner units in periods prior to the expiration of the subordination period, is computed by dividing the respective limited partners’ interest in net income attributable to the partnership for the period by the weighted average number of common units and subordinated units, respectively, outstanding for the period. Because we have more than one class of participating securities, we use the two-class method when calculating the net income per unit applicable to limited partners. The classes of participating securities include common units, subordinated units, general partner units, and incentive distribution rights (“IDR's”). Basic and diluted net income per unit are the same because we do not have any potentially dilutive units outstanding for the period presented. Our net income includes earnings related to businesses acquired through transactions between entities under common control for periods prior to their acquisition by us. We have allocated these pre-acquisition earnings to our General Partner. |
Comprehensive Income | Comprehensive Income We have not reported comprehensive income due to the absence of items of other comprehensive income in the periods presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Standards Adopted as of January 1, 2017 In October 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-17 to Topic 810, Consolidation, making changes on how a reporting entity should treat indirect interests in an entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of a variable interest entity. The update was effective for us as of January 1, 2017. The adoption of this update in 2017 did not have a material impact on our financial statements. In March 2016, the FASB issued ASU 2016-07 to Topic 323, Investments – Equity Method and Joint Ventures, to eliminate the need for an entity to retroactively adopt the equity method of accounting when an investment becomes qualified for the use of the equity method of accounting due to an increase in level of ownership or degree of influence. The update was effective for us as of January 1, 2017. The adoption of this update in 2017 did not have a material impact on our financial statements. Standards Not Adopted as of December 31, 2017 In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which superseded nearly all existing revenue recognition guidance under GAAP. The ASU's core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The update is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. The update allows for either “full retrospective” adoption, meaning the standard is applied to all of the periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. We are adopting the new standard utilizing the modified retrospective transition approach, effective January 1, 2018, by recognizing the cumulative effect of initially applying the standard for periods prior to January 1, 2018 to the opening balance of (deficit)/equity. We performed a review of all our revenue contracts to evaluate the effect of the new standard on our revenue recognition policies. As a result, we identified an area of judgement related to revenue from our committed shippers under transportation services agreements. Adoption of the new standard results in earlier recognition of revenue related to cash collected from customers for shortfalls under these agreements. Currently, we recognize deferred revenue under these arrangements into revenue once all contingencies or potential performance obligations associated with the related volumes have been satisfied or expired. Under the new standard and application of the breakage model, we will recognize a cumulative effect transition adjustment resulting from the earlier recognition of revenue to total (deficit)/equity currently estimated to be $4.5 million . We have also identified certain contracts or elements of contracts that may require a change in presentation on our income statement, specifically related to the service component of leases, product loss allowance, gross versus net presentation and reimbursements of capital expenditures. These will not have a material impact our financial statements as there will be no net effect to income before taxes. Under the new standard, the adoption date for the majority of our equity method investments will follow the non-public business entity adoption date of January 1, 2019 for their stand-alone financial statements, with the exception of Mars. As a result of adoption of the new standard on January 1, 2018, Mars will recognize a cumulative effect transition adjustment to equity of $9.6 million under the modified retrospective transition method. The adjustment is related to its transportation and dedication agreement and method of recognition over time as a stand-ready obligation which results in a deferral of the recognition of revenue. We will recognize our proportionate share of this Mars cumulative effect transition adjustment as a decrease to (deficit)/equity. We are also in the final part of the process to evaluate new disclosure requirements and identify impacts to our business processes, systems and controls to support recognition and disclosure under the new guidance. In February 2016, the FASB issued ASU 2016-02 to Topic 842, Leases, which requires lessees to recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position. This update also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. This provision is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. In November 2017, the FASB decided to amend Topic 842 with an additional transition method which would enable entities to apply transition methods at the effective date with the effects of initially applying Topic 842 recognized as a cumulative effect adjustment to retained earnings in the period of adoption. Further, on January 25, 2018, the FASB issued ASU 2018-01, “Land Easement Practical Expedient for Transition to Topic 842.” This ASU provides an optional transition practical expedient that, if elected, would not require companies to reconsider its accounting for existing or expired land easements before the adoption of Topic 842 and that were not previously accounted for as leases under Topic 840. ASU No. 2018-01 will be effective as of January 1, 2019, and earlier adoption is permitted. We have formed a project team to evaluate and implement the new standard, including cataloging our existing lease contracts. We plan to adopt this new standard on January 1, 2019 and are currently evaluating its impact to our consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01 to Topic 805, Business Combinations, to clarify the definition of a business and to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This provision is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The revised definitions provided in this update will be applied to future transactions as this is effective upon adoption in 2018. In August 2016, the FASB issued ASU 2016-15 to Topic 230, Statement of Cash Flows, making changes to the classification of certain cash receipts and cash payments in order to reduce diversity in presentation. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The update addresses eight specific cash flow issues, of which only one is applicable to our financial statements. The applicable update relates to distributions received from equity method investees and prescribes two options for presenting these cash flows: cumulative earnings approach or nature of the distribution approach. We currently apply cumulative earnings approach, where the distributions received are considered returns on investment and classified as cash inflows from operating activities. Adoption of this update on January 1, 2018 will not have a material impact on our financial statements. In January 2016, the FASB issued ASU 2016-01 to Topic 825, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. Additionally, the update allows equity investments that do not have readily determinable fair values to be re-measured at fair value either upon the occurrence of an observable price change or upon identification of impairment, and requires additional disclosure around those investments. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Adoption of this update on January 1, 2018, will not have a material impact on our financial position or results of operations. |
Description of Business and B23
Description of Business and Basis of Presentation Description of Business and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Ownership Percentage | The following table reflects our ownership, and Shell's retained ownership as of December 31, 2017: SHLX Ownership Shell's Retained Ownership Pecten Midstream LLC (“Pecten”) 100.0 % — % Sand Dollar Pipeline LLC (“Sand Dollar”) 100.0 % — % Triton West LLC (“Triton”) 100.0 % — % Zydeco Pipeline Company LLC (“Zydeco”) 92.5 % 7.5 % Mars Oil Pipeline Company LLC (“Mars”) 71.5 % — % Odyssey Pipeline L.L.C. (“Odyssey”) 71.0 % — % Bengal Pipeline Company LLC (“Bengal”) 50.0 % — % Crestwood Permian Basin LLC (“Permian Basin”) 50.0 % — % LOCAP LLC (“LOCAP”) 41.48 % — % Poseidon Oil Pipeline Company LLC (“Poseidon”) 36.0 % — % Explorer Pipeline Company (“Explorer”) 12.62 % 25.97 % Proteus Oil Pipeline Company, LLC (“Proteus”) 10.0 % — % Endymion Oil Pipeline Company, LLC (“Endymion”) 10.0 % — % Colonial Pipeline Company (“Colonial”) 6.0 % 10.12 % Cleopatra Gas Gathering Company, LLC (“Cleopatra”) 1.0 % — % |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Revenues | Revenues for the indicated years comprise the following: 2017 2016 (1) 2015 (1) Transportation and terminaling services revenue - third party $ 226.9 $ 242.9 $ 259.8 Transportation and terminaling services revenue - related party 172.2 179.7 209.5 Total transportation revenue 399.1 422.6 469.3 Storage revenue - third party 8.7 8.6 8.6 Storage revenue - related party 6.0 8.6 7.6 Total storage revenue 14.7 17.2 16.2 Lease revenue - related parties 56.3 13.1 — Total lease revenue 56.3 13.1 — Total revenue $ 470.1 $ 452.9 $ 485.5 (1) The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Schedule of Future Minimum Payments to be Received for Operating Leases | As of December 31, 2017, future minimum payments to be received under the ten-year contract term of these operating leases were estimated to be: Total Less than 1 year Years 2 to 3 Years 4 to 5 More than 5 years Operating leases $ 1,026.9 $ 106.3 $ 212.6 $ 212.6 $ 495.4 |
Schedule of Cost Method Investments | Cost method investments are reported as Cost investments in our consolidated balance sheets and dividends received are reported in Dividend income from cost investments in our consolidated income statements. Our cost investments include the following: December 31, 2017 2016 (1) Ownership Amount Ownership Amount Colonial 6.0% $ 11.4 6.0% $ 11.4 Explorer 12.62% 48.6 12.62% 48.6 Cleopatra 1.0% 2.1 1.0% 2.1 $ 62.1 $ 62.1 (1) The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Net Assets Acquired | In connection with the October 2016 Acquisition, we acquired net assets under common control and recorded at their historical carrying value as follows: Equity method investments (1) (2) $ 54.3 October 2016 Acquisition $ 54.3 (1) $51.3 million historical carrying value of 20.0% additional interest in Mars contributed by SPLC. (2) $3.0 million historical carrying value of 49.0% interest in Odyssey contributed by SOPUS. In connection with the December 2017 Acquisition we acquired the following: Cost investment (1) $ 22.3 Equity method investments (2) 76.1 Property, plant and equipment, net (3) 118.2 Partners' capital (4) 3.2 December 2017 Acquisition $ 219.8 (1) Book Value of an additional 10.0% interest in Explorer contributed by SPLC. (2) Book Value of an additional 22.9% interest in Mars and a 41.48% interest in LOCAP contributed by SPLC. (3) Book Value of a 100% interest in the historical carrying value of property, plant and equipment, net contributed by SOPUS. (4) Book Value of an additional 22.0% interest in Odyssey contributed by SOPUS. In connection with the December 2016 Acquisition we acquired the following: Cost investments (1) $ 2.1 Equity method investments (2) 39.9 December 2016 Acquisition $ 42.0 (1) $2.1 million purchase price of 1.0% in Cleopatra. (2) $20.8 million purchase price of 10.0% in Endymion and $19.1 million purchase price of 10.0% interest in Proteus. In connection with the May 2016 Acquisition, we acquired historical carrying value of net assets under common control as follows: Cost investments (1) $ 5.2 Equity method investments (2) 1.5 Partners' capital (3) 87.0 May 2016 Acquisition $ 93.7 (1) Book value of 3.0% additional interest in Colonial contributed by SPLC. (2) Book value of 1.0% additional interest in Bengal contributed by SPLC. (3) Book value of 30.0% additional interest in Zydeco from SPLC’s noncontrolling interest. In connection with the May 2017 Acquisition we acquired historical carrying value of property, plant and equipment, net and other assets under common control as follows: Delta $ 40.1 Na Kika 26.0 Refinery Gas Pipeline 134.6 May 2017 Acquisition $ 200.7 In connection with the November 2015 Acquisition we acquired historical carrying value of net assets under common control which is included in our consolidated balance sheet, as follows: Property, plant and equipment, net (1) $ 95.2 Asset retirement obligation (2) (1.3 ) November 2015 Acquisition $ 93.9 (1) Historical carrying value of property, plant and equipment, net contributed by SPLC. (2) Historical carrying value of asset retirement obligation assumed by us . In connection with the May 2015 Acquisition we acquired historical carrying value of net assets under common control as follows: Cost investments (1) $ 2.5 Partners' capital (2) 52.9 May 2015 Acquisition $ 55.4 (1) Historical carrying value of 1.388% additional interest in Colonial contributed by SPLC. (2) Historical carrying value of 19.5% additional interest in Zydeco from SPLC’s noncontrolling interest. |
Schedule of Acquisitions | The results of the May 2017 Acquisition and the December 2017 Acquisition prior to the closing date of the acquisition are included in the respective acquisition columns and the consolidated results are included in “Consolidated Results” within the tables below: December 31, 2016 Shell Midstream Partners, L.P. (1) May 2017 Acquisition (2) December 2017 Acquisition (3) Consolidated Results ASSETS Current assets Cash and cash equivalents $ 121.9 $ — $ 0.2 $ 122.1 Accounts receivable – third parties, net 18.4 2.4 1.9 22.7 Accounts receivable – related parties 10.1 2.0 7.2 19.3 Allowance oil 9.0 2.7 — 11.7 Prepaid expenses 6.0 0.5 0.2 6.7 Total current assets 165.4 7.6 9.5 182.5 Equity method investments 262.4 — 62.3 324.7 Property, plant and equipment, net 398.0 212.6 123.1 733.7 Cost investments 39.8 — 22.3 62.1 Other assets — 0.6 0.3 0.9 Total assets $ 865.6 $ 220.8 $ 217.5 $ 1,303.9 LIABILITIES Current liabilities Accounts payable – third parties $ 1.5 $ 2.6 $ 3.1 $ 7.2 Accounts payable – related parties 5.2 0.2 0.2 5.6 Deferred revenue – third parties 6.0 — — 6.0 Deferred revenue – related parties 7.9 — — 7.9 Accrued liabilities – third parties 5.6 1.3 5.3 12.2 Accrued liabilities – related parties 5.1 — — 5.1 Total current liabilities 31.3 4.1 8.6 44.0 Noncurrent liabilities Debt payable – related party 686.0 — — 686.0 Lease liability – related party 24.9 — — 24.9 Accrued liabilities – third party — — 6.3 6.3 Asset retirement obligations 1.4 — 5.0 6.4 Other unearned income 2.1 — — 2.1 Total noncurrent liabilities 714.4 — 11.3 725.7 Total liabilities 745.7 4.1 19.9 769.7 Commitments and Contingencies (Note 13) EQUITY Common unitholders – public 2,485.7 — — 2,485.7 Common unitholder – SPLC (124.1 ) — — (124.1 ) Subordinated unitholder (389.6 ) — — (389.6 ) General partner – SPLC (1,873.7 ) — — (1,873.7 ) Total partners' capital 98.3 — — 98.3 Noncontrolling interest 21.6 — (0.1 ) 21.5 Net parent investment — 216.7 197.7 414.4 Total equity 119.9 216.7 197.6 534.2 Total liabilities and equity $ 865.6 $ 220.8 $ 217.5 $ 1,303.9 (1) As previously reported in our Annual Report on Form 10-K for 2016. (2) The financial position of the May 2017 Acquisition as of December 31, 2016. (3) The financial position of the December 2017 Acquisition as of December 31, 2016. Twelve Months Ended December 31, 2016 Shell Midstream Partners, L.P. (1) May 2017 Acquisition (2) December 2017 Acquisition (3) Consolidated Results Revenue Transportation, terminaling and storage services - third parties $ 201.5 $ 33.0 $ 17.0 $ 251.5 Transportation, terminaling and storage services - related parties 89.8 26.8 71.7 188.3 Lease revenue - related parties — — 13.1 13.1 Total revenue 291.3 59.8 101.8 452.9 Costs and expenses Operations and maintenance – third parties 46.9 13.3 16.7 76.9 Operations and maintenance – related parties 20.7 8.9 10.4 40.0 Loss on disposition of fixed assets 0.1 — 0.1 0.2 General and administrative – third parties 8.1 0.3 1.3 9.7 General and administrative – related parties 23.1 7.5 13.1 43.7 Depreciation, amortization and accretion 23.7 12.9 6.5 43.1 Property and other taxes 8.2 5.2 2.4 15.8 Total costs and expenses 130.8 48.1 50.5 229.4 Operating income 160.5 11.7 51.3 223.5 Income from equity investments 101.1 — 37.0 138.1 Dividend income from cost investments 16.1 — 12.2 28.3 Other loss — — (0.1 ) (0.1 ) Investment, dividend and other loss 117.2 — 49.1 166.3 Interest expense, net 12.3 — — 12.3 Income before income taxes 265.4 11.7 100.4 377.5 Income tax expense — — — — Net income 265.4 11.7 100.4 377.5 Less: Net income attributable to Parent — 11.7 90.6 102.3 Less: Net income attributable to noncontrolling interests 20.5 — 9.8 30.3 Net income attributable to the Partnership $ 244.9 $ — $ — $ 244.9 (1) As previously reported in our Annual Report on Form 10-K for 2016. (2) Our Parent's results of the May 2017 Acquisition for the year ended December 31, 2016. (3) Our Parent's results of the December 2017 Acquisition for the year ended December 31, 2016. Twelve Months Ended December 31, 2015 Shell Midstream Partners, L.P. (1) May 2017 Acquisition (2) December 2017 Acquisition (3) Consolidated Results Revenue Transportation, terminaling and storage services - third parties $ 222.8 $ 29.0 $ 16.6 $ 268.4 Transportation, terminaling and storage services - related parties 103.7 34.2 79.2 217.1 Total revenue 326.5 63.2 95.8 485.5 Costs and expenses Operations and maintenance – third parties 46.3 18.9 19.6 84.8 Operations and maintenance – related parties 18.5 8.3 12.2 39.0 Loss on disposition of fixed assets — — 0.3 0.3 General and administrative – third parties 10.2 1.8 1.4 13.4 General and administrative – related parties 24.6 5.5 12.4 42.5 Depreciation, amortization and accretion 21.6 10.2 6.1 37.9 Property and other taxes 7.5 5.0 2.5 15.0 Total costs and expenses 128.7 49.7 54.5 232.9 Operating income 197.8 13.5 41.3 252.6 Income from equity investments 70.1 — 34.6 104.7 Dividend income from cost investments 9.2 — 11.4 20.6 Other income — 0.3 — 0.3 Investment, dividend and other income 79.3 0.3 46.0 125.6 Interest expense, net 4.3 — — 4.3 Income before income taxes 272.8 13.8 87.3 373.9 Income tax benefit (0.1 ) — — (0.1 ) Net income 272.9 13.8 87.3 374.0 Less: Net income attributable to Parent 39.3 13.8 80.7 133.8 Less: Net income attributable to noncontrolling interests 66.5 — 6.6 73.1 Net income attributable to the Partnership $ 167.1 $ — $ — $ 167.1 (1) As previously reported in our Annual Report on Form 10-K for 2015. (2) Our Parent's results of the May 2017 Acquisition for the year ended December 31, 2015. (3) Our Parent's results of the December 2017 Acquisition for the year ended December 31, 2015. Twelve Months Ended December 31, 2016 Shell Midstream Partners, L.P. (1) May 2017 Acquisition (2) December 2017 Acquisition (3) Consolidated Results Cash flows from operating activities Net income $ 265.4 $ 11.7 $ 100.4 $ 377.5 Adjustments to reconcile net income to net cash provided by operating activities Depreciation, amortization and accretion 23.7 12.9 6.5 43.1 Loss on disposition of fixed asset 0.1 — 0.1 0.2 Non-cash interest expense 2.7 — — 2.7 Undistributed equity earnings 1.8 — 2.3 4.1 Changes in operating assets and liabilities Accounts receivable 0.1 0.7 (0.5 ) 0.3 Allowance oil (4.8 ) 0.8 — (4.0 ) Prepaid expenses and other assets (1.0 ) 0.9 — (0.1 ) Accounts payable (1.5 ) 1.1 0.7 0.3 Deferred revenue 8.2 (0.3 ) — 7.9 Accrued liabilities (1.7 ) — (1.1 ) (2.8 ) Net cash provided by operating activities 293.0 27.8 108.4 429.2 Cash flows from investing activities Capital expenditures (28.3 ) (7.7 ) (9.8 ) (45.8 ) Acquisitions from Parent (172.8 ) — — (172.8 ) Third party acquisitions (42.0 ) — — (42.0 ) Return of investment 15.0 — 0.8 15.8 Net cash used in investing activities (228.1 ) (7.7 ) (9.0 ) (244.8 ) Cash flows from financing activities Net proceeds from public offerings 818.1 — — 818.1 Borrowing under credit facility 638.7 — — 638.7 Contributions from general partner 9.8 — — 9.8 Repayment of credit facilities (410.0 ) — — (410.0 ) Capital distributions to general partner (896.3 ) — — (896.3 ) Distributions to noncontrolling interest (20.3 ) — (9.9 ) (30.2 ) Distributions to unitholders and general partner (179.9 ) — — (179.9 ) Other contribution from Parent 4.6 9.8 — 14.4 Credit facility issuance costs (0.6 ) — — (0.6 ) Net distributions to Parent — (29.9 ) (90.1 ) (120.0 ) Capital lease payments (0.1 ) — — (0.1 ) Net cash used in financing activities (36.0 ) (20.1 ) (100.0 ) (156.1 ) Net increase in cash and cash equivalents 28.9 — (0.6 ) 28.3 Cash and cash equivalents at beginning of the period 93.0 — 0.8 93.8 Cash and cash equivalents at end of the period $ 121.9 $ — $ 0.2 $ 122.1 Non-cash investing activity Increase in asset retirement obligation asset — — (1.0 ) (1.0 ) Supplemental Cash Flow Information Non-cash investing and financing transactions Change in accrued capital expenditures 0.5 (3.0 ) 1.4 (1.1 ) Other non-cash contributions from Parent 0.2 — — 0.2 Other non-cash capital distributions to general partner (7.1 ) — — (7.1 ) Other non-cash contribution from general partner 7.1 — — 7.1 (1) As previously reported in our Annual Report on Form 10-K for 2016. (2) Our Parent's results of the May 2017 Acquisition for the year ended December 31, 2016. (3) Our Parent's results of the December 2017 Acquisition for the year ended December 31, 2016. Twelve Months Ended December 31, 2015 Shell Midstream Partners, L.P. (1) May 2017 Acquisition (2) December 2017 Acquisition (3) Consolidated Results Cash flows from operating activities Net income $ 272.9 $ 13.8 $ 87.3 $ 374.0 Adjustments to reconcile net income to net cash provided by operating activities Depreciation, amortization and accretion 21.6 10.2 6.1 37.9 Loss on disposition of fixed asset — — 0.3 0.3 Allowance oil reduction to net realizable value 1.6 1.1 — 2.7 Undistributed equity earnings (0.6 ) — (3.7 ) (4.3 ) Changes in operating assets and liabilities Accounts receivable — 4.5 (1.1 ) 3.4 Allowance oil (2.8 ) (1.9 ) — (4.7 ) Prepaid expenses and other assets (1.2 ) (0.8 ) 1.3 (0.7 ) Accounts payable (4.5 ) (0.3 ) (2.9 ) (7.7 ) Deferred revenue (13.8 ) (0.4 ) — (14.2 ) Accrued liabilities 9.5 (0.1 ) (0.3 ) 9.1 Net cash provided by operating activities 282.7 26.1 87.0 395.8 Cash flows from investing activities Capital expenditures (16.2 ) (23.7 ) (11.8 ) (51.7 ) Acquisitions (179.8 ) — — (179.8 ) Return of investment 6.8 — 5.7 12.5 Payment of pre-IPO distributions from investments to SPLC (11.9 ) (11.9 ) Net cash used in investing activities (201.1 ) (23.7 ) (6.1 ) (230.9 ) Cash flows from financing activities Net proceeds from private equity placement 297.4 — — 297.4 Net proceeds from public offerings 296.8 — — 296.8 Borrowing under credit facilities 458.2 — — 458.2 Contributions from general partner 6.1 — — 6.1 Capital distributions to general partner (1,002.1 ) — — (1,002.1 ) Distributions to noncontrolling interest (67.1 ) — (6.1 ) (73.2 ) Distributions to unitholders and general partner (96.5 ) — — (96.5 ) Other contributions from Parent 11.1 29.3 — 40.4 Credit facility issuance costs (0.3 ) — — (0.3 ) Net distributions to Parent (42.4 ) (31.7 ) (74.0 ) (148.1 ) Net cash used in financing activities (138.8 ) (2.4 ) (80.1 ) (221.3 ) Net decrease in cash and cash equivalents (57.2 ) — 0.8 (56.4 ) Cash and cash equivalents at beginning of the period 150.2 — — 150.2 Cash and cash equivalents at end of the period $ 93.0 $ — $ 0.8 $ 93.8 Non-cash investing activity Increase in asset retirement obligation asset — — (0.2 ) (0.2 ) Supplemental Cash Flow Information Non-cash investing and financing transactions Change in accrued capital expenditures 2.9 (9.1 ) (0.3 ) (6.5 ) Contribution of fixed assets from Parent 0.4 — — 0.4 Commencement of capital lease 22.8 — — 22.8 Other non-cash contribution from Parent 1.8 — — 1.8 Net assets not contributed to Parent (6.4 ) — — (6.4 ) (1) As previously reported in our Annual Report on Form 10-K for 2015. (2) Our Parent's results of the May 2017 Acquisition for the year ended December 31, 2015. (3) Our Parent's results of the December 2017 Acquisition for the year ended December 31, 2015. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Other Related Party Balances | Other related party balances consist of the following: December 31, 2017 2016 Accounts receivable $ 23.8 $ 19.3 Prepaid expenses 11.9 3.3 Accounts payable (1) 11.6 5.6 Deferred revenue 13.9 7.9 Accrued liabilities (2) 7.2 5.1 Debt payable (3) 1,844.0 686.0 Lease liability (4) 24.3 24.9 (1) Accounts payable reflects amounts owed to SPLC for reimbursement of third-party expenses incurred by SPLC for our benefit. (2) As of December 31, 2017 Accrued liabilities reflects $6.6 million accrued interest and $0.6 million other accrued liabilities . As of December 31, 2016 Accrued liabilities reflects $2.6 million accrued interest, $1.6 million fuel accrual, and $0.9 million other accrued liabilities. (3) Debt payable reflects borrowings outstanding after taking into account unamortized debt issuance costs of $2.9 million and $0.9 million as of December 31, 2017 and 2016 , respectively. (4) As part of the Motiva JV separation effective May 2017, Motiva is no longer a related party. As of December 31, 2017, this is a third-party balance. |
Schedule of Related Party Expenses Including Personnel Costs | 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 consolidated statements of income for the indicated periods: 2017 2016 2015 Operations and maintenance - related parties $ 45.6 $ 40.0 $ 39.0 General and administrative - related parties 47.7 43.7 42.5 |
Schedule of Reimbursements from Parent | The following table reflects reimbursements from our Parent in 2017 , 2016 and 2015: 2017 2016 2015 Cash received (1) $ 15.8 $ 2.8 $ 11.1 Receivable from Parent (2) 0.3 0.2 1.8 Total reimbursements (3) $ 16.1 $ 3.0 $ 12.9 (1) These reimbursements are included in Other contributions from Parent in the accompanying consolidated statements of cash flows. (2) These reimbursements are included in Other non-cash contributions from Parent in the accompanying consolidated statements of cash flows. (3) These reimbursements are included in Other contributions from Parent in the accompanying consolidated statements of (deficit) equity. |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Investments in Affiliates | Equity method investments comprise the following as of the dates indicated: December 31, 2017 2016 Ownership Amount Ownership Amount Mars (1) 71.5% 187.4 71.5% 191.5 Bengal 50.0% 79.7 50.0% 76.1 Permian Basin (2) 50.0% 49.4 —% — LOCAP (1) 41.48% 6.9 41.48% 4.0 Poseidon 36.0% 2.3 36.0% 13.2 Proteus 10.0% 17.4 10.0% 19.1 Endymion 10.0% 19.5 10.0% 20.8 $ 362.6 $ 324.7 (1) We acquired an additional 22.9% interest in Mars and a 41.48% interest in LOCAP in the December 2017 Acquisition. The financial information presented has been retrospectively adjusted for the incremental ownership acquired. (2) We acquired a 50.0% interest in Permian Basin in the October 2017 Acquisition. The acquisition of this interest has been accounted for prospectively. |
Schedule Of Equity Investments In Affiliates Balance Affected Table | Our equity investments in affiliates balance was affected by the following during the periods indicated: December 31, 2017 2016 2015 Distributions Received Income from Equity Investments Purchase Price Adjustment Distributions Received Income from Equity Investments Distributions Received Income from Equity Investments Mars (1) $ 125.9 $ 121.8 $ — $ 88.3 $ 79.8 $ 62.8 $ 59.4 Bengal 19.0 22.6 — 19.6 20.2 20.2 20.8 Permian Basin (2) 1.4 0.9 (0.1 ) — — — — LOCAP (1) 7.9 10.7 — 8.2 8.4 8.7 8.4 Poseidon (3) 38.4 27.4 — 41.9 29.7 21.2 16.1 Proteus (4) 2.9 1.5 0.3 — — — — Endymion (4) 2.8 1.7 0.1 — — — — $ 198.3 $ 186.6 $ 0.3 $ 158.0 $ 138.1 $ 112.9 $ 104.7 (1) We acquired an additional 22.9% interest in Mars and a 41.48% interest in LOCAP in the December 2017 Acquisition. The financial information presented has been retrospectively adjusted for the incremental ownership acquired. (2) We acquired a 50.0% interest in Permian Basin in the October 2017 Acquisition. The acquisition of this interest has been accounted for prospectively. (3) We acquired a 36.0% interest in Poseidon in the July 2015 Acquisition. The acquisition of this interest has been accounted for prospectively. (4) The acquisition of our ownership interests in Proteus and Endymion was effective in the December 2016 Acquisition, for which we were not entitled to a distribution and the related equity investment income was less than $0.1 million . The acquisition of these interests has been accounted for prospectively. |
Summary of Balance Sheet and Income Statement Data for Equity Method Investments | The following presents aggregated selected balance sheet and income statement data for our equity method investments (on a 100% basis): For the Year Ended December 31, 2017 For the period October 17, 2017 -December 31, 2017 (1) Mars Bengal LOCAP Poseidon Proteus Endymion Permian Basin Statements of Income Total revenues $ 255.5 $ 72.8 $ 55.7 $ 117.1 $ 30.8 $ 33.4 $ 3.8 Total operating expenses 81.9 28.1 17.2 32.6 13.4 13.6 2.0 Operating income 173.6 44.7 38.5 84.5 17.4 19.8 1.8 Net income 173.6 44.8 26.5 78.5 17.4 20.3 1.8 As of December 31, 2017 Balance Sheets Current assets $ 47.6 $ 25.0 $ 9.2 $ 18.7 $ 54.8 $ 8.9 $ 18.7 Non-current assets 187.5 156.6 60.4 218.6 335.8 145.5 83.6 Total assets $ 235.1 $ 181.6 $ 69.6 $ 237.3 $ 390.6 $ 154.4 $ 102.3 Current liabilities 5.1 10.5 37.2 17.6 50.3 2.7 8.7 Non-current liabilities — 0.3 21.8 237.4 206.2 16.0 0.7 Equity (deficit) 230.0 170.8 10.6 (17.7 ) 134.1 135.7 92.9 Total liabilities and equity (deficit) $ 235.1 $ 181.6 $ 69.6 $ 237.3 $ 390.6 $ 154.4 $ 102.3 (1) Interest in Permian Basin was acquired by us on October 17, 2017, Permian Basin total revenue, total operating expenses and operating income (on a 100% basis) was $8.3 million , $5.0 million and $3.3 million , respectively. For the Year Ended December 31, 2016 For the Period December 28, 2016 - December 31, 2016 (1) Mars Bengal LOCAP Poseidon Proteus Endymion Statements of Income Total revenues $ 229.8 $ 69.5 $ 51.4 $ 120.3 $ 0.3 $ 0.3 Total operating expenses 83.0 28.7 17.1 30.7 0.1 0.2 Operating income 146.8 40.8 34.3 89.6 0.2 0.1 Net income 146.8 40.2 20.8 84.9 — 0.1 As of December 31, 2016 Balance Sheets Current assets $ 40.0 $ 34.0 $ 8.5 $ 17.1 $ 24.0 $ 10.0 Non-current assets 197.5 147.5 46.6 233.6 194.7 154.1 Total assets $ 237.5 $ 181.5 $ 55.1 $ 250.7 $ 218.7 $ 164.1 Current liabilities 5.1 16.8 38.8 20.7 2.2 2.9 Non-current liabilities — 0.7 13.3 219.7 70.3 17.2 Equity 232.4 164.0 3.0 10.3 146.2 144.0 Total liabilities and equity $ 237.5 $ 181.5 $ 55.1 $ 250.7 $ 218.7 $ 164.1 (1) Interests in Proteus and Endymion were acquired by us on December 27, 2016. For 2016, Proteus total revenue, total operating expenses and operating income (on a 100% basis) was $24.7 million , $11.7 million and $13.0 million , respectively. For 2016, Endymion total revenue, total operating expenses and operating income (on a 100% basis) was $28.1 million , $12.3 million and $15.8 million , respectively. For the Year Ended December 31, 2015 For the Period July 1, 2015 - December 31, 2015 (1) Mars Bengal LOCAP Poseidon Statements of Income Total revenues $ 205.9 $ 70.3 $ 49.2 $ — Total operating expenses 85.7 28.1 15.2 — Operating income 120.2 42.2 34.0 — Net income 120.3 42.1 20.9 45.9 As of December 31, 2015 Balance Sheets Current assets $ 40.9 $ 29.0 $ 8.8 $ 18.5 Non-current assets 208.2 146.3 41.3 249.2 Total assets $ 249.1 $ 175.3 $ 50.1 $ 267.7 Current liabilities 6.4 11.2 36.7 22.5 Non-current liabilities — 0.9 11.2 203.5 Equity 242.7 163.2 2.2 41.7 Total liabilities and equity $ 249.1 $ 175.3 $ 50.1 $ 267.7 (1) Interest in Poseidon was acquired by us on July 1, 2015. For 2015, Poseidon total revenue, total operating expenses and operating income (on a 100% basis) was $123.7 million , $28.6 million and $95.1 million , respectively. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Components of Property, Plant and Equipment | Property, plant and equipment consist of the following as of the dates indicated: December 31, Depreciable Life 2017 2016 (1) Land — $ 8.2 $ 8.2 Building and improvements 10 - 40 years 38.9 29.6 Pipeline and equipment (2) 10 - 30 years 1,153.6 1,145.0 Other 5 - 25 years 17.8 17.7 1,218.5 1,200.5 Accumulated depreciation and amortization (3) (526.1 ) (495.8 ) 692.4 704.7 Construction in progress 44.1 29.0 Property, plant and equipment, net $ 736.5 $ 733.7 (1) The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. (2) As of December 31, 2017 and 2016 , includes cost of $353.7 million and $343.9 million , respectively, related to assets under operating leases (as lessor), which commenced in May 2017 and December 2017. As of both December 31, 2017 and 2016 , includes cost of $22.8 million related to assets under capital lease (as lessee). (3) As of December 31, 2017 and 2016 , includes accumulated depreciation of $104.7 million and $91.2 million , respectively, related to assets under operating leases (as lessor), which commenced in May 2017 and December 2017. As of December 31, 2017 and 2016 , includes accumulated depreciation of $3.0 million and $1.6 million , respectively, related to assets under capital lease (as lessee). |
Accrued Liabilities - Third P29
Accrued Liabilities - Third Parties (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities - Third Parties | Accrued liabilities – third parties consist of the following as of the dates indicated: December 31, 2017 2016 Current Transportation, project engineering $ 6.0 $ 6.1 Property taxes 4.2 2.2 Other accrued liabilities 2.5 3.9 Total current accrued liabilities - third parties $ 12.7 $ 12.2 Noncurrent Environmental accrual $ — $ 6.3 Total noncurrent accrued liabilities - third parties $ — $ 6.3 |
Related Party Debt (Tables)
Related Party Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Consolidated Related Party Debt Obligations | Consolidated related party debt obligations comprise the following as of the dates indicated: December 31, 2017 2016 Outstanding Balance Total Capacity Available Capacity Outstanding Balance Total Capacity Available Capacity Five Year Revolver due December 2022 $ 1,000.0 $ 1,000.0 $ — $ — $ — $ — Five Year Fixed Facility 600.0 600.0 — — — — Five Year Revolver due October 2019 246.9 760.0 513.1 686.9 760.0 73.1 Zydeco Revolver — 30.0 30.0 — 30.0 30.0 364-Day Revolver (1) — — — — 180.0 180.0 Unamortized debt issuance costs (2.9 ) n/a n/a (0.9 ) n/a n/a Debt payable - related party $ 1,844.0 $ 2,390.0 $ 543.1 $ 686.0 $ 970.0 $ 283.1 (1) The 364 -Day Revolver expired March 1, 2017. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Future Minimum Lease Payments for Lease Obligations | The future minimum lease payments as of December 31, 2017 , for the above lease obligations were: Total 2018 2019 2020 2021 2022 Remainder Operating lease for land (1) $ 2.7 $ 0.2 $ 0.2 $ 0.2 $ 0.2 $ 0.2 $ 1.7 Lease of platform space and tie-in 6.9 0.2 0.2 0.3 0.3 0.3 5.6 Capital lease for Port Neches storage tanks (2) 58.7 4.3 4.3 4.3 4.3 4.3 37.2 $ 68.3 $ 4.7 $ 4.7 $ 4.8 $ 4.8 $ 4.8 $ 44.5 (1) On May 1, 2017, Zydeco entered into a new operating lease for land with the same counterparty. This new lease terminated the former agreement. (2) Includes $33.4 million in interest, $24.9 million in principal and excludes $10.3 million in executory costs . |
(Deficit) Equity (Tables)
(Deficit) Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Number of Units Outstanding | The changes in the number of units outstanding from December 31, 2016 through December 31, 2017 are as follows: (in units) Public SPLC SPLC Subordinated General Total Balance as of December 31, 2015 62,892,308 21,475,068 67,475,068 3,098,825 154,941,269 Units issued in connection with ATM program 750,000 — — 15,307 765,307 Units issued in connection with public offerings 24,725,000 — — 504,591 25,229,591 Balance as of December 31, 2016 88,367,308 21,475,068 67,475,068 3,618,723 180,936,167 Expiration of subordination period — 67,475,068 (67,475,068 ) — — Units issued in connection with ATM program 5,294,925 — — 108,060 5,402,985 Units issued in connection with public offerings 5,170,000 — — 105,510 5,275,510 Balance as of December 31, 2017 98,832,233 88,950,136 — 3,832,293 191,614,662 |
Schedule of Distributions Declared and/or Paid | The following table details the distributions declared and/or paid for the periods presented: Date Paid or to be Paid Three Months Ended Public Common SPLC Common SPLC Subordinated General Partner Distributions per Limited Partner Unit IDR’s 2% Total (in millions, except per unit amounts) February 12, 2015 December 31, 2014 (1) $ 4.8 $ 2.2 $ 7.1 $ — $ 0.3 $ 14.4 $ 0.10420 May 14, 2015 March 31, 2015 8.0 3.8 11.8 — 0.5 24.1 0.17500 August 13, 2015 June 30, 2015 10.2 4.1 12.8 0.1 0.5 27.7 0.19000 November 12, 2015 September 30, 2015 11.0 4.4 13.9 0.4 0.6 30.3 0.20500 February 11, 2016 December 31, 2015 13.9 4.7 14.8 1.2 0.7 35.3 0.22000 May 12, 2016 March 21, 2016 17.9 5.1 15.8 2.0 0.9 41.7 0.23500 August 12, 2016 June 30, 2016 22.0 5.4 16.9 3.7 1.0 49.0 0.25000 November 14, 2016 September 30, 2016 23.3 5.7 17.8 6.0 1.1 53.9 0.26375 February 14, 2017 December 31, 2016 24.5 5.9 18.7 8.3 1.2 58.6 0.27700 May 12, 2017 March 31, 2017 25.7 25.9 — 10.7 1.3 63.6 0.29100 August 14, 2017 June 30, 2017 26.9 27.0 — 12.9 1.4 68.2 0.30410 November 14, 2017 September 30, 2017 31.4 28.3 — 16.2 1.5 77.4 0.31800 February 14, 2018 December 31, 2017 (2) 32.9 29.6 — 18.9 1.7 83.1 0.33300 (1) The fourth quarter 2014 minimum quarterly distribution was prorated for the 59-day period from November 3, 2014 to December 31, 2014 in accordance with the Partnership Agreement. (2) For more information see Note 14 - Subsequent Events. |
Net Income Per Limited Partne33
Net Income Per Limited Partner Unit (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Partners' Capital Notes [Abstract] | |
Schedule of Allocation of Net Income to Arrive at Net Income Per Limited Partner Unit | The following tables show the allocation of net income attributable to the Partnership to arrive at net income per limited partner unit: 2017 2016 2015 Net income $ 391.8 $ 377.5 $ 374.0 Less: Net income attributable to the Parent 77.3 102.3 133.8 Net income attributable to noncontrolling interests 19.2 30.3 73.1 Net income attributable to the Partnership 295.3 244.9 167.1 Less: General partner's distribution declared 64.6 24.2 4.0 Limited partners' distribution declared on common units 227.7 109.8 60.1 Limited partner's distribution declared on subordinated units — 69.2 53.3 Income in excess of distributions $ 3.0 $ 41.7 $ 49.7 |
Schedule of Basic and Diluted Net Income Per Unit | 2017 General Partner Limited Partners' Common Units Total (in millions of dollars, except per unit data) Distributions declared $ 64.6 $ 227.7 $ 292.3 Income in excess of distributions — 3.0 3.0 Net income attributable to the Partnership $ 64.6 $ 230.7 $ 295.3 Weighted average units outstanding (in millions): Basic and diluted 3.7 180.4 184.1 Net income per limited partner unit (in dollars): Basic and diluted $ 1.28 2016 General Partner Limited Partners' Common Units Limited Partner's Subordinated Units Total (in millions of dollars, except per unit data) Distributions declared $ 24.2 $ 109.8 $ 69.2 $ 203.2 Income in excess of distributions 0.8 24.6 16.3 41.7 Net income attributable to the Partnership $ 25.0 $ 134.4 $ 85.5 $ 244.9 Weighted average units outstanding (in millions): Basic and diluted 3.5 101.9 67.5 172.9 Net income per limited partner unit (in dollars): Basic and diluted $ 1.32 $ 1.27 2015 General Partner Limited Partners' Common Units Limited Partner's Subordinated Units Total (in millions of dollars, except per unit data) Distributions declared $ 4.0 $ 60.1 $ 53.3 $ 117.4 Income in excess of distributions 1.0 25.4 23.3 49.7 Net income attributable to the Partnership $ 5.0 $ 85.5 $ 76.6 $ 167.1 Weighted average units outstanding (in millions): Basic and diluted 2.9 73.4 67.5 143.8 Net income per limited partner unit (in dollars): Basic and diluted $ 1.16 $ 1.14 |
Transactions with Major Custo34
Transactions with Major Customers and Concentration of Credit Risk (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Schedule of Revenues from Third Party Customers | The following table shows revenues from third party customers that accounted for a 10% or greater share of consolidated revenues for the indicated years: 2017 2016 (1) 2015 (1) Customer C $ 70.3 $ 72.9 $ 85.7 (1) The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. As such, certain customers that accounted for a 10% or greater share in prior periods now account for less than 10% of our retrospectively adjusted consolidated revenues. |
Schedule of Accounts Receivable from Third Party Customers | The following table shows accounts receivable from third party customers that accounted for a 10% or greater share of consolidated net accounts receivable for the indicated years: December 31, 2017 2016 (1) 2015 (1) Customer C $ 5.8 $ 6.3 $ 7.2 (1) The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. As such, certain customers that accounted for a 10% or greater share in prior periods now account for less than 10% of our retrospectively adjusted consolidated net accounts receivable. |
Selected Quarterly Financial 35
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | (in millions of dollars, except for per unit data) Total Revenues Income Before Income Taxes Net Income Net Income Attributable to the Partnership Limited Partners' Interest in Net Income Attributable to the Partnership Net Income per Common Unit - Basic and Diluted 2017 First (1) $ 109.1 $ 98.1 $ 98.1 $ 70.8 $ 58.7 $ 0.33 Second (1) 112.4 91.7 91.7 65.5 51.2 0.29 Third (1) 121.8 99.5 99.5 72.6 55.0 0.31 Fourth 126.8 102.6 102.5 86.4 65.8 0.35 2016 (1) First $ 117.2 $ 99.0 $ 99.0 $ 55.3 $ 52.2 $ 0.36 Second 112.9 98.6 98.6 63.8 58.8 0.35 Third 107.7 84.4 84.4 56.3 49.1 0.28 Fourth 115.1 95.5 95.5 69.5 59.8 0.34 |
Description of Business and B36
Description of Business and Basis of Presentation (Details) - segment | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Aug. 09, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||
Number of segments | 1 | ||
Pecten Midstream LLC (“Pecten”) | |||
Schedule of Equity Method Investments [Line Items] | |||
SHLX Ownership | 100.00% | ||
Shell's Retained Ownership | 0.00% | ||
Sand Dollar Pipeline LLC (“Sand Dollar”) | |||
Schedule of Equity Method Investments [Line Items] | |||
SHLX Ownership | 100.00% | ||
Shell's Retained Ownership | 0.00% | ||
Triton West LLC (“Triton”) | |||
Schedule of Equity Method Investments [Line Items] | |||
SHLX Ownership | 100.00% | ||
Shell's Retained Ownership | 0.00% | ||
Zydeco Pipeline Company LLC (“Zydeco”) | |||
Schedule of Equity Method Investments [Line Items] | |||
SHLX Ownership | 92.50% | ||
Shell's Retained Ownership | 7.50% | ||
Mars Oil Pipeline Company LLC (“Mars”) | |||
Schedule of Equity Method Investments [Line Items] | |||
SHLX Ownership | 71.50% | 71.50% | |
Shell's Retained Ownership | 0.00% | ||
Odyssey Pipeline L.L.C. (“Odyssey”) | |||
Schedule of Equity Method Investments [Line Items] | |||
SHLX Ownership | 71.00% | ||
Shell's Retained Ownership | 0.00% | ||
Bengal Pipeline Company LLC (“Bengal”) | |||
Schedule of Equity Method Investments [Line Items] | |||
SHLX Ownership | 50.00% | 50.00% | |
Shell's Retained Ownership | 0.00% | ||
Crestwood Permian Basin LLC (“Permian Basin”) | |||
Schedule of Equity Method Investments [Line Items] | |||
SHLX Ownership | 50.00% | ||
Shell's Retained Ownership | 0.00% | ||
LOCAP LLC (“LOCAP”) | |||
Schedule of Equity Method Investments [Line Items] | |||
SHLX Ownership | 41.48% | 41.48% | |
Shell's Retained Ownership | 0.00% | ||
Poseidon Oil Pipeline Company LLC (“Poseidon”) | |||
Schedule of Equity Method Investments [Line Items] | |||
SHLX Ownership | 36.00% | 36.00% | |
Shell's Retained Ownership | 0.00% | ||
Explorer Pipeline Company (“Explorer”) | |||
Schedule of Equity Method Investments [Line Items] | |||
SHLX Ownership | 12.62% | ||
Shell's Retained Ownership | 25.97% | 35.97% | |
Proteus Oil Pipeline Company, LLC (“Proteus”) | |||
Schedule of Equity Method Investments [Line Items] | |||
SHLX Ownership | 10.00% | 10.00% | |
Shell's Retained Ownership | 0.00% | ||
Endymion Oil Pipeline Company, LLC (“Endymion”) | |||
Schedule of Equity Method Investments [Line Items] | |||
SHLX Ownership | 10.00% | 10.00% | |
Shell's Retained Ownership | 0.00% | ||
Colonial Pipeline Company (“Colonial”) | |||
Schedule of Equity Method Investments [Line Items] | |||
SHLX Ownership | 6.00% | ||
Shell's Retained Ownership | 10.12% | ||
Cleopatra Gas Gathering Company, LLC (“Cleopatra”) | |||
Schedule of Equity Method Investments [Line Items] | |||
SHLX Ownership | 1.00% | ||
Shell's Retained Ownership | 0.00% |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||||
Dec. 31, 2017USD ($)renewal_optionshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($) | Jan. 01, 2018USD ($) | Nov. 30, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||||
Reserves for potential refund | $ 0 | $ 0 | |||
Deferred revenue, current | 19,400,000 | 13,900,000 | |||
Allowance for doubtful accounts | 0 | 0 | |||
Asset impairments | 0 | 0 | $ 0 | ||
Asset retirement obligation | 6,600,000 | 6,400,000 | |||
Accretion expense | 200,000 | 200,000 | 200,000 | ||
Clean-up costs incurred | 400,000 | 100,000 | $ 100,000 | ||
Clean-up costs accrued | 300,000 | 6,800,000 | |||
Environmental accrual | $ 0 | $ 6,300,000 | |||
Potentially dilutive units outstanding (in units) | shares | 0 | 0 | |||
Explorer | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership | 12.62% | 12.62% | 2.62% | ||
State of Washington Department of Ecology | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Environmental accrual | $ 300,000 | $ 500,000 | |||
Portland Harbor Superfund Site | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Environmental accrual | $ 6,300,000 | ||||
Option to Extend for Two Additional Five Year Terms | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Lease revenue related party agreements, term | 10 years | ||||
Lease revenue related party agreements, option of renewal | renewal_option | 2 | ||||
Lease revenue related party agreements, renewal term | 5 years | ||||
Option to Extend for Ten Additional One Year Terms | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Lease revenue related party agreements, term | 10 years | ||||
Lease revenue related party agreements, option of renewal | renewal_option | 10 | ||||
Lease revenue related party agreements, renewal term | 1 year | ||||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | Scenario, Forecast | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Cumulative effect transition adjustment resulting from earlier recognition of revenue | $ 4,500,000 | ||||
Difference between Revenue Guidance in Effect before and after Topic 606 | Mars Oil Pipeline Company LLC (“Mars”) | Accounting Standards Update 2014-09 | Scenario, Forecast | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Cumulative effect transition adjustment resulting from earlier recognition of revenue | $ 9,600,000 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Schedule of Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||||||||||
Third party revenue | $ 251.5 | $ 268.4 | |||||||||||
Related party revenue | 188.3 | 217.1 | |||||||||||
Lease revenue | $ 56.3 | 13.1 | [1] | 0 | [1] | ||||||||
Total revenue | $ 126.8 | $ 121.8 | $ 112.4 | $ 109.1 | $ 115.1 | $ 107.7 | $ 112.9 | $ 117.2 | 470.1 | 452.9 | [1] | 485.5 | [1] |
Transportation and Terminaling Services | |||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||||||||||
Third party revenue | 226.9 | 242.9 | 259.8 | ||||||||||
Related party revenue | 172.2 | 179.7 | 209.5 | ||||||||||
Total revenue | 399.1 | 422.6 | 469.3 | ||||||||||
Storage Services | |||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||||||||||
Third party revenue | 8.7 | 8.6 | 8.6 | ||||||||||
Related party revenue | 6 | 8.6 | 7.6 | ||||||||||
Total revenue | $ 14.7 | $ 17.2 | $ 16.2 | ||||||||||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Schedule of Future Minimum Payments to be Received (Details) $ in Millions | Dec. 31, 2017USD ($) |
Accounting Policies [Abstract] | |
Total | $ 1,026.9 |
Less than 1 year | 106.3 |
Years 2 to 3 | 212.6 |
Years 4 to 5 | 212.6 |
More than 5 years | $ 495.4 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Cost Method Investment (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Nov. 30, 2017 | Dec. 31, 2016 | |
Schedule of Cost-method Investments [Line Items] | ||||
Amount | $ 62.1 | $ 62.1 | [1] | |
Colonial | ||||
Schedule of Cost-method Investments [Line Items] | ||||
Ownership | 6.00% | 6.00% | ||
Amount | $ 11.4 | $ 11.4 | ||
Explorer | ||||
Schedule of Cost-method Investments [Line Items] | ||||
Ownership | 12.62% | 2.62% | 12.62% | |
Amount | $ 48.6 | $ 48.6 | ||
Cleopatra | ||||
Schedule of Cost-method Investments [Line Items] | ||||
Ownership | 1.00% | 1.00% | ||
Amount | $ 2.1 | $ 2.1 | ||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Acquisitions and Divestiture -
Acquisitions and Divestiture - 2017 Acquisitions and Divestiture - Narrative (Details) - USD ($) $ in Millions | Dec. 01, 2017 | Oct. 17, 2017 | Sep. 15, 2017 | May 10, 2017 | Apr. 28, 2017 | Dec. 31, 2017 | May 31, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | [1] | Dec. 31, 2015 | [1] | Oct. 03, 2016 | Aug. 09, 2016 | |
Business Acquisition [Line Items] | |||||||||||||||||
Divestiture cash consideration | $ 0.8 | $ 0 | $ 0 | ||||||||||||||
Excess proceeds from divestiture from Parent | [2] | $ 20.2 | |||||||||||||||
Triton West LLC (“Triton”) | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Voting interest acquired | 100.00% | ||||||||||||||||
LOCAP LLC (“LOCAP”) | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Voting interest acquired | 41.48% | ||||||||||||||||
Mars Oil Pipeline Company LLC (“Mars”) | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Voting interest acquired | 22.90% | 20.00% | |||||||||||||||
Odyssey Pipeline L.L.C. (“Odyssey”) | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Voting interest acquired | 22.00% | ||||||||||||||||
Explorer | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Voting interest acquired | 10.00% | 2.62% | |||||||||||||||
December 2017 Acquisition | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Consideration transferred | $ 825 | ||||||||||||||||
Transaction costs | 0.6 | ||||||||||||||||
Contribution in excess of book value of net assets acquired | $ 605.2 | ||||||||||||||||
Revenue related to acquisition | $ 7.7 | ||||||||||||||||
Net earnings related to acquisition | $ 18.8 | ||||||||||||||||
Crestwood Permian Basin LLC (“Permian Basin”) | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Voting interest acquired | 50.00% | ||||||||||||||||
Consideration transferred | $ 49.9 | ||||||||||||||||
May 2017 Acquisition | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Voting interest acquired | 100.00% | ||||||||||||||||
Consideration transferred | $ 630 | ||||||||||||||||
Transaction costs | 0.8 | ||||||||||||||||
Contribution in excess of book value of net assets acquired | 429.3 | ||||||||||||||||
Revenue related to acquisition | $ 63.8 | ||||||||||||||||
Net earnings related to acquisition | $ 29.3 | ||||||||||||||||
Consideration, cash on hand | 50 | ||||||||||||||||
Shutdown period | 2 years | ||||||||||||||||
Five Year Fixed Facility | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||
Shell Treasury Center West Inc | Five Year Revolver | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Debt instrument term | 5 years | 5 years | 5 years | ||||||||||||||
Revolving Credit Facility | Shell Treasury Center West Inc | Five Year Revolver | May 2017 Acquisition | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Consideration, funded with borrowings | 73.1 | ||||||||||||||||
Line of Credit | Five Year Fixed Facility | May 2017 Acquisition | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Consideration, funded with borrowings | 506.9 | ||||||||||||||||
Line of Credit | Shell Treasury Center West Inc | Five Year Fixed Facility | May 2017 Acquisition | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Consideration, funded with borrowings | $ 506.9 | ||||||||||||||||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations [Member] | Zydeco | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Divestiture cash consideration | $ 21 | ||||||||||||||||
Book value of net assets divested | 0.8 | ||||||||||||||||
Excess proceeds from divestiture from Parent | 20.2 | ||||||||||||||||
Shell Pipeline Company L P | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations [Member] | Zydeco | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Divestiture cash consideration | $ 19.4 | ||||||||||||||||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | ||||||||||||||||
[2] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Acquisitions and Divestiture 42
Acquisitions and Divestiture - Book Value of Net Assets Acquired (Details) - USD ($) $ in Millions | Dec. 01, 2017 | May 23, 2016 | May 18, 2015 | May 10, 2017 | Dec. 27, 2016 | Oct. 03, 2016 | Nov. 17, 2015 |
December 2017 Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Cost investment | $ 22.3 | ||||||
Equity method investments | 76.1 | ||||||
Partners' capital | 3.2 | ||||||
Property, plant and equipment, net | 118.2 | ||||||
Book value of net assets | $ 219.8 | ||||||
Explorer | |||||||
Business Acquisition [Line Items] | |||||||
Voting interest acquired | 10.00% | ||||||
Mars Oil Pipeline Company LLC (“Mars”) | |||||||
Business Acquisition [Line Items] | |||||||
Book value of net assets | $ 51.3 | ||||||
Voting interest acquired | 22.90% | 20.00% | |||||
LOCAP LLC (“LOCAP”) | |||||||
Business Acquisition [Line Items] | |||||||
Voting interest acquired | 41.48% | ||||||
Shell Oil Products US (SOPUS) | |||||||
Business Acquisition [Line Items] | |||||||
Voting interest acquired | 100.00% | ||||||
Odyssey Pipeline L.L.C. (“Odyssey”) | |||||||
Business Acquisition [Line Items] | |||||||
Voting interest acquired | 22.00% | ||||||
Odyssey Pipeline L.L.C. (“Odyssey”) | Odyssey Pipeline L.L.C. (“Odyssey”) | |||||||
Business Acquisition [Line Items] | |||||||
Book value of net assets | $ 3 | ||||||
Voting interest acquired | 49.00% | ||||||
Delta | |||||||
Business Acquisition [Line Items] | |||||||
Book value of net assets | $ 40.1 | ||||||
Na Kika | |||||||
Business Acquisition [Line Items] | |||||||
Book value of net assets | 26 | ||||||
Refinery Gas Pipeline | |||||||
Business Acquisition [Line Items] | |||||||
Book value of net assets | 134.6 | ||||||
May 2017 Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Book value of net assets | $ 200.7 | ||||||
Voting interest acquired | 100.00% | ||||||
December 2016 Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Cost investment | $ 2.1 | ||||||
Equity method investments | 39.9 | ||||||
Book value of net assets | 42 | ||||||
December 2016 Acquisition | Cleopatra | |||||||
Business Acquisition [Line Items] | |||||||
Book value of net assets | $ 2.1 | ||||||
Voting interest acquired | 1.00% | ||||||
December 2016 Acquisition | Endymion Oil Pipeline Company, LLC (“Endymion”) | |||||||
Business Acquisition [Line Items] | |||||||
Book value of net assets | $ 20.8 | ||||||
Voting interest acquired | 10.00% | ||||||
December 2016 Acquisition | Proteus Oil Pipeline Company, LLC (“Proteus”) | |||||||
Business Acquisition [Line Items] | |||||||
Book value of net assets | $ 19.1 | ||||||
Voting interest acquired | 10.00% | ||||||
October 2016 Acquisitions | |||||||
Business Acquisition [Line Items] | |||||||
Equity method investments | $ 54.3 | ||||||
Book value of net assets | $ 54.3 | ||||||
May 2016 Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Cost investment | $ 5.2 | ||||||
Equity method investments | 1.5 | ||||||
Partners' capital | 87 | ||||||
Book value of net assets | $ 93.7 | ||||||
Colonial | |||||||
Business Acquisition [Line Items] | |||||||
Voting interest acquired | 3.00% | ||||||
Additional minority interest ownership percentage by parent acquired | 1.388% | ||||||
Bengal Pipeline Company LLC (“Bengal”) | |||||||
Business Acquisition [Line Items] | |||||||
Voting interest acquired | 1.00% | ||||||
Zydeco Pipeline Company LLC (“Zydeco”) | |||||||
Business Acquisition [Line Items] | |||||||
Voting interest acquired | 30.00% | ||||||
Additional minority interest ownership percentage by parent acquired | 19.50% | ||||||
November 2015 Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Property, plant and equipment, net | $ 95.2 | ||||||
Asset retirement obligation | (1.3) | ||||||
Book value of net assets | $ 93.9 | ||||||
May 2015 Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Cost investment | $ 2.5 | ||||||
Partners' capital | 52.9 | ||||||
Book value of net assets | $ 55.4 |
Acquisitions and Divestiture 43
Acquisitions and Divestiture - Balance Sheet (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||||
Current assets | ||||||||
Cash and cash equivalents | $ 137.7 | $ 122.1 | [1],[2] | $ 93.8 | [2] | $ 150.2 | [2] | |
Accounts receivable - third parties, net | 17.2 | 22.7 | [1] | |||||
Accounts receivable - related parties | 23.8 | 19.3 | [1] | |||||
Allowance oil | 12.4 | 11.7 | [1] | |||||
Prepaid expenses | 12.5 | 6.7 | [1] | |||||
Total current assets | 203.6 | 182.5 | [1] | |||||
Equity method investments | 362.6 | 324.7 | [1] | |||||
Property, plant and equipment, net | 736.5 | 733.7 | [1] | |||||
Cost investments | 62.1 | 62.1 | [1] | |||||
Other assets | 1.7 | 0.9 | [1] | |||||
Total assets | 1,366.5 | 1,303.9 | [1] | |||||
Current liabilities | ||||||||
Accounts payable - third parties | 4 | 7.2 | [1] | |||||
Accounts payable - related parties | 11.6 | 5.6 | [1] | |||||
Deferred revenue - third parties | 5.5 | 6 | [1] | |||||
Deferred revenue - related parties | 13.9 | 7.9 | [1] | |||||
Accrued liabilities - third parties | 12.7 | 12.2 | [1] | |||||
Accrued liabilities - related parties | 7.2 | 5.1 | [1] | |||||
Total current liabilities | 54.9 | 44 | [1] | |||||
Noncurrent liabilities | ||||||||
Debt payable - related party | 1,844 | 686 | [1] | |||||
Lease liability (4) | 24.3 | 24.9 | [1] | |||||
Accrued liabilities - third party | 0 | 6.3 | [1] | |||||
Asset retirement obligations | 6.6 | 6.4 | [1] | |||||
Other unearned income | 2.6 | 2.1 | [1] | |||||
Total noncurrent liabilities | 1,877.5 | 725.7 | [1] | |||||
Total liabilities | 1,932.4 | 769.7 | [1] | |||||
Commitments and Contingencies (Note 13) | [1] | |||||||
Equity [Abstract] | ||||||||
Total partners' (deficit) capital | (589.2) | 98.3 | [1] | |||||
Noncontrolling interest | 23.3 | 21.5 | [1] | |||||
Net parent investment | 0 | 414.4 | [1] | |||||
Total (deficit) equity | [3] | (565.9) | 534.2 | [1] | 632.5 | 1,088.7 | ||
Total liabilities and (deficit) equity | 1,366.5 | 1,303.9 | [1] | |||||
Scenario, Previously Reported | ||||||||
Current assets | ||||||||
Cash and cash equivalents | 121.9 | 93 | 150.2 | |||||
Accounts receivable - third parties, net | 18.4 | |||||||
Accounts receivable - related parties | 10.1 | |||||||
Allowance oil | 9 | |||||||
Prepaid expenses | 6 | |||||||
Total current assets | 165.4 | |||||||
Equity method investments | 262.4 | |||||||
Property, plant and equipment, net | 398 | |||||||
Cost investments | 39.8 | |||||||
Other assets | 0 | |||||||
Total assets | 865.6 | |||||||
Current liabilities | ||||||||
Accounts payable - third parties | 1.5 | |||||||
Accounts payable - related parties | 5.2 | |||||||
Deferred revenue - third parties | 6 | |||||||
Deferred revenue - related parties | 7.9 | |||||||
Accrued liabilities - third parties | 5.6 | |||||||
Accrued liabilities - related parties | 5.1 | |||||||
Total current liabilities | 31.3 | |||||||
Noncurrent liabilities | ||||||||
Debt payable - related party | 686 | |||||||
Lease liability (4) | 24.9 | |||||||
Accrued liabilities - third party | 0 | |||||||
Asset retirement obligations | 1.4 | |||||||
Other unearned income | 2.1 | |||||||
Total noncurrent liabilities | 714.4 | |||||||
Total liabilities | 745.7 | |||||||
Commitments and Contingencies (Note 13) | ||||||||
Equity [Abstract] | ||||||||
Total partners' (deficit) capital | 98.3 | |||||||
Noncontrolling interest | 21.6 | |||||||
Net parent investment | 0 | |||||||
Total (deficit) equity | 119.9 | |||||||
Total liabilities and (deficit) equity | 865.6 | |||||||
General Public | Common Units | ||||||||
Equity [Abstract] | ||||||||
Common and subordinated unitholders | 2,773.5 | 2,485.7 | [1] | |||||
General Public | Common Units | Scenario, Previously Reported | ||||||||
Equity [Abstract] | ||||||||
Common and subordinated unitholders | 2,485.7 | |||||||
Shell Pipeline Company L P | ||||||||
Equity [Abstract] | ||||||||
General partner – SPLC | (2,855.5) | (1,873.7) | [1] | |||||
Shell Pipeline Company L P | Scenario, Previously Reported | ||||||||
Equity [Abstract] | ||||||||
General partner – SPLC | (1,873.7) | |||||||
Shell Pipeline Company L P | Common Units | ||||||||
Equity [Abstract] | ||||||||
Common and subordinated unitholders | (507.2) | (124.1) | [1] | |||||
Shell Pipeline Company L P | Common Units | Scenario, Previously Reported | ||||||||
Equity [Abstract] | ||||||||
Common and subordinated unitholders | (124.1) | |||||||
Shell Pipeline Company L P | Subordinated Units | ||||||||
Equity [Abstract] | ||||||||
Common and subordinated unitholders | 0 | (389.6) | [1] | |||||
Total (deficit) equity | $ 0 | (389.6) | (409.8) | (440.9) | ||||
Shell Pipeline Company L P | Subordinated Units | Scenario, Previously Reported | ||||||||
Equity [Abstract] | ||||||||
Common and subordinated unitholders | (389.6) | |||||||
May 2017 Acquisition | Scenario, Previously Reported | ||||||||
Current assets | ||||||||
Cash and cash equivalents | 0 | 0 | 0 | |||||
Accounts receivable - third parties, net | 2.4 | |||||||
Accounts receivable - related parties | 2 | |||||||
Allowance oil | 2.7 | |||||||
Prepaid expenses | 0.5 | |||||||
Total current assets | 7.6 | |||||||
Equity method investments | 0 | |||||||
Property, plant and equipment, net | 212.6 | |||||||
Cost investments | 0 | |||||||
Other assets | 0.6 | |||||||
Total assets | 220.8 | |||||||
Current liabilities | ||||||||
Accounts payable - third parties | 2.6 | |||||||
Accounts payable - related parties | 0.2 | |||||||
Deferred revenue - third parties | 0 | |||||||
Deferred revenue - related parties | 0 | |||||||
Accrued liabilities - third parties | 1.3 | |||||||
Accrued liabilities - related parties | 0 | |||||||
Total current liabilities | 4.1 | |||||||
Noncurrent liabilities | ||||||||
Debt payable - related party | 0 | |||||||
Lease liability (4) | 0 | |||||||
Accrued liabilities - third party | 0 | |||||||
Asset retirement obligations | 0 | |||||||
Other unearned income | 0 | |||||||
Total noncurrent liabilities | 0 | |||||||
Total liabilities | 4.1 | |||||||
Commitments and Contingencies (Note 13) | ||||||||
Equity [Abstract] | ||||||||
Total partners' (deficit) capital | 0 | |||||||
Noncontrolling interest | 0 | |||||||
Net parent investment | 216.7 | |||||||
Total (deficit) equity | 216.7 | |||||||
Total liabilities and (deficit) equity | 220.8 | |||||||
May 2017 Acquisition | General Public | Common Units | Scenario, Previously Reported | ||||||||
Equity [Abstract] | ||||||||
Common and subordinated unitholders | 0 | |||||||
May 2017 Acquisition | Shell Pipeline Company L P | Scenario, Previously Reported | ||||||||
Equity [Abstract] | ||||||||
General partner – SPLC | 0 | |||||||
May 2017 Acquisition | Shell Pipeline Company L P | Common Units | Scenario, Previously Reported | ||||||||
Equity [Abstract] | ||||||||
Common and subordinated unitholders | 0 | |||||||
May 2017 Acquisition | Shell Pipeline Company L P | Subordinated Units | Scenario, Previously Reported | ||||||||
Equity [Abstract] | ||||||||
Common and subordinated unitholders | 0 | |||||||
December 2017 Acquisition | Scenario, Previously Reported | ||||||||
Current assets | ||||||||
Cash and cash equivalents | 0.2 | $ 0.8 | $ 0 | |||||
Accounts receivable - third parties, net | 1.9 | |||||||
Accounts receivable - related parties | 7.2 | |||||||
Allowance oil | 0 | |||||||
Prepaid expenses | 0.2 | |||||||
Total current assets | 9.5 | |||||||
Equity method investments | 62.3 | |||||||
Property, plant and equipment, net | 123.1 | |||||||
Cost investments | 22.3 | |||||||
Other assets | 0.3 | |||||||
Total assets | 217.5 | |||||||
Current liabilities | ||||||||
Accounts payable - third parties | 3.1 | |||||||
Accounts payable - related parties | 0.2 | |||||||
Deferred revenue - third parties | 0 | |||||||
Deferred revenue - related parties | 0 | |||||||
Accrued liabilities - third parties | 5.3 | |||||||
Accrued liabilities - related parties | 0 | |||||||
Total current liabilities | 8.6 | |||||||
Noncurrent liabilities | ||||||||
Debt payable - related party | 0 | |||||||
Lease liability (4) | 0 | |||||||
Accrued liabilities - third party | 6.3 | |||||||
Asset retirement obligations | 5 | |||||||
Other unearned income | 0 | |||||||
Total noncurrent liabilities | 11.3 | |||||||
Total liabilities | 19.9 | |||||||
Commitments and Contingencies (Note 13) | ||||||||
Equity [Abstract] | ||||||||
Total partners' (deficit) capital | 0 | |||||||
Noncontrolling interest | (0.1) | |||||||
Net parent investment | 197.7 | |||||||
Total (deficit) equity | 197.6 | |||||||
Total liabilities and (deficit) equity | 217.5 | |||||||
December 2017 Acquisition | General Public | Common Units | Scenario, Previously Reported | ||||||||
Equity [Abstract] | ||||||||
Common and subordinated unitholders | 0 | |||||||
December 2017 Acquisition | Shell Pipeline Company L P | Scenario, Previously Reported | ||||||||
Equity [Abstract] | ||||||||
General partner – SPLC | 0 | |||||||
December 2017 Acquisition | Shell Pipeline Company L P | Common Units | Scenario, Previously Reported | ||||||||
Equity [Abstract] | ||||||||
Common and subordinated unitholders | 0 | |||||||
December 2017 Acquisition | Shell Pipeline Company L P | Subordinated Units | Scenario, Previously Reported | ||||||||
Equity [Abstract] | ||||||||
Common and subordinated unitholders | $ 0 | |||||||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | |||||||
[2] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | |||||||
[3] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Acquisitions and Divestiture 44
Acquisitions and Divestiture - Statement of Income (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Revenue | ||||||||||||||
Transportation, terminaling and storage services - third parties | $ 251.5 | $ 268.4 | ||||||||||||
Transportation, terminaling and storage services - related parties | 188.3 | 217.1 | ||||||||||||
Lease revenue - related parties | $ 56.3 | 13.1 | [1] | 0 | [1] | |||||||||
Total revenue | $ 126.8 | $ 121.8 | $ 112.4 | $ 109.1 | $ 115.1 | $ 107.7 | $ 112.9 | $ 117.2 | 470.1 | 452.9 | [1] | 485.5 | [1] | |
Operating Costs and Expenses [Abstract] | ||||||||||||||
Operations and maintenance - third parties | 104.1 | 76.9 | [1] | 84.8 | [1] | |||||||||
Operations and maintenance - related parties | 45.6 | 40 | [1] | 39 | [1] | |||||||||
Loss on disposition of fixed asset | 0.1 | 0.2 | [1],[2] | 0.3 | [1],[2] | |||||||||
General and administrative - third parties | 10.1 | 9.7 | [1] | 13.4 | [1] | |||||||||
General and administrative - related parties | 47.7 | 43.7 | [1] | 42.5 | [1] | |||||||||
Depreciation, amortization and accretion | 45 | 43.1 | [1],[2] | 37.9 | [1],[2] | |||||||||
Property and other taxes | 17.4 | 15.8 | [1] | 15 | [1] | |||||||||
Total costs and expenses | 270 | 229.4 | [1] | 232.9 | [1] | |||||||||
Operating income | 200.1 | 223.5 | [1] | 252.6 | [1] | |||||||||
Income from equity investments | 186.6 | 138.1 | [1] | 104.7 | [1] | |||||||||
Dividend income from cost investments | 37.4 | 28.3 | [1] | 20.6 | [1] | |||||||||
Other loss | 0 | (0.1) | [1] | 0.3 | [1] | |||||||||
Investment, dividend and other loss | 166.3 | 125.6 | ||||||||||||
Interest expense, net | 32.2 | 12.3 | [1] | 4.3 | [1] | |||||||||
Income before income taxes | 102.6 | 99.5 | 91.7 | 98.1 | 95.5 | 84.4 | 98.6 | 99 | 391.9 | 377.5 | [1] | 373.9 | [1] | |
Income tax expense (benefit) | 0.1 | 0 | [1] | (0.1) | [1] | |||||||||
Net income | 102.5 | 99.5 | 91.7 | 98.1 | 95.5 | 84.4 | 98.6 | 99 | 391.8 | [3] | 377.5 | [1],[2],[3] | 374 | [1],[2],[3] |
Less: Net income attributable to the Parent | 77.3 | 102.3 | [1] | 133.8 | [1] | |||||||||
Less: Net income attributable to noncontrolling interests | 19.2 | 30.3 | [1] | 73.1 | [1] | |||||||||
Net income attributable to the Partnership | $ 86.4 | $ 72.6 | $ 65.5 | $ 70.8 | $ 69.5 | $ 56.3 | $ 63.8 | $ 55.3 | $ 295.3 | 244.9 | [1] | 167.1 | [1] | |
Scenario, Previously Reported | ||||||||||||||
Revenue | ||||||||||||||
Transportation, terminaling and storage services - third parties | 201.5 | 222.8 | ||||||||||||
Transportation, terminaling and storage services - related parties | 89.8 | 103.7 | ||||||||||||
Lease revenue - related parties | 0 | |||||||||||||
Total revenue | 291.3 | 326.5 | ||||||||||||
Operating Costs and Expenses [Abstract] | ||||||||||||||
Operations and maintenance - third parties | 46.9 | 46.3 | ||||||||||||
Operations and maintenance - related parties | 20.7 | 18.5 | ||||||||||||
Loss on disposition of fixed asset | 0.1 | 0 | ||||||||||||
General and administrative - third parties | 8.1 | 10.2 | ||||||||||||
General and administrative - related parties | 23.1 | 24.6 | ||||||||||||
Depreciation, amortization and accretion | 23.7 | 21.6 | ||||||||||||
Property and other taxes | 8.2 | 7.5 | ||||||||||||
Total costs and expenses | 130.8 | 128.7 | ||||||||||||
Operating income | 160.5 | 197.8 | ||||||||||||
Income from equity investments | 101.1 | 70.1 | ||||||||||||
Dividend income from cost investments | 16.1 | 9.2 | ||||||||||||
Other loss | 0 | 0 | ||||||||||||
Investment, dividend and other loss | 117.2 | 79.3 | ||||||||||||
Interest expense, net | 12.3 | 4.3 | ||||||||||||
Income before income taxes | 265.4 | 272.8 | ||||||||||||
Income tax expense (benefit) | 0 | (0.1) | ||||||||||||
Net income | 265.4 | 272.9 | ||||||||||||
Less: Net income attributable to the Parent | 0 | 39.3 | ||||||||||||
Less: Net income attributable to noncontrolling interests | 20.5 | 66.5 | ||||||||||||
Net income attributable to the Partnership | 244.9 | 167.1 | ||||||||||||
May 2017 Acquisition | Scenario, Previously Reported | ||||||||||||||
Revenue | ||||||||||||||
Transportation, terminaling and storage services - third parties | 33 | 29 | ||||||||||||
Transportation, terminaling and storage services - related parties | 26.8 | 34.2 | ||||||||||||
Lease revenue - related parties | 0 | |||||||||||||
Total revenue | 59.8 | 63.2 | ||||||||||||
Operating Costs and Expenses [Abstract] | ||||||||||||||
Operations and maintenance - third parties | 13.3 | 18.9 | ||||||||||||
Operations and maintenance - related parties | 8.9 | 8.3 | ||||||||||||
Loss on disposition of fixed asset | 0 | 0 | ||||||||||||
General and administrative - third parties | 0.3 | 1.8 | ||||||||||||
General and administrative - related parties | 7.5 | 5.5 | ||||||||||||
Depreciation, amortization and accretion | 12.9 | 10.2 | ||||||||||||
Property and other taxes | 5.2 | 5 | ||||||||||||
Total costs and expenses | 48.1 | 49.7 | ||||||||||||
Operating income | 11.7 | 13.5 | ||||||||||||
Income from equity investments | 0 | 0 | ||||||||||||
Dividend income from cost investments | 0 | 0 | ||||||||||||
Other loss | 0 | 0.3 | ||||||||||||
Investment, dividend and other loss | 0 | 0.3 | ||||||||||||
Interest expense, net | 0 | 0 | ||||||||||||
Income before income taxes | 11.7 | 13.8 | ||||||||||||
Income tax expense (benefit) | 0 | 0 | ||||||||||||
Net income | 11.7 | 13.8 | ||||||||||||
Less: Net income attributable to the Parent | 11.7 | 13.8 | ||||||||||||
Less: Net income attributable to noncontrolling interests | 0 | 0 | ||||||||||||
Net income attributable to the Partnership | 0 | 0 | ||||||||||||
December 2017 Acquisition | Scenario, Previously Reported | ||||||||||||||
Revenue | ||||||||||||||
Transportation, terminaling and storage services - third parties | 17 | 16.6 | ||||||||||||
Transportation, terminaling and storage services - related parties | 71.7 | 79.2 | ||||||||||||
Lease revenue - related parties | 13.1 | |||||||||||||
Total revenue | 101.8 | 95.8 | ||||||||||||
Operating Costs and Expenses [Abstract] | ||||||||||||||
Operations and maintenance - third parties | 16.7 | 19.6 | ||||||||||||
Operations and maintenance - related parties | 10.4 | 12.2 | ||||||||||||
Loss on disposition of fixed asset | 0.1 | 0.3 | ||||||||||||
General and administrative - third parties | 1.3 | 1.4 | ||||||||||||
General and administrative - related parties | 13.1 | 12.4 | ||||||||||||
Depreciation, amortization and accretion | 6.5 | 6.1 | ||||||||||||
Property and other taxes | 2.4 | 2.5 | ||||||||||||
Total costs and expenses | 50.5 | 54.5 | ||||||||||||
Operating income | 51.3 | 41.3 | ||||||||||||
Income from equity investments | 37 | 34.6 | ||||||||||||
Dividend income from cost investments | 12.2 | 11.4 | ||||||||||||
Other loss | (0.1) | 0 | ||||||||||||
Investment, dividend and other loss | 49.1 | 46 | ||||||||||||
Interest expense, net | 0 | 0 | ||||||||||||
Income before income taxes | 100.4 | 87.3 | ||||||||||||
Income tax expense (benefit) | 0 | 0 | ||||||||||||
Net income | 100.4 | 87.3 | ||||||||||||
Less: Net income attributable to the Parent | 90.6 | 80.7 | ||||||||||||
Less: Net income attributable to noncontrolling interests | 9.8 | 6.6 | ||||||||||||
Net income attributable to the Partnership | $ 0 | $ 0 | ||||||||||||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | |||||||||||||
[2] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | |||||||||||||
[3] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Acquisitions and Divestiture 45
Acquisitions and Divestiture - Cash Flow Statement (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||||||
Cash flows from operating activities | |||||||||||||||||
Net income | $ 102,500,000 | $ 99,500,000 | $ 91,700,000 | $ 98,100,000 | $ 95,500,000 | $ 84,400,000 | $ 98,600,000 | $ 99,000,000 | $ 391,800,000 | [1] | $ 377,500,000 | [1],[2],[3] | $ 374,000,000 | [1],[2],[3] | |||
Adjustments to reconcile net income to net cash provided by operating activities | |||||||||||||||||
Depreciation, amortization and accretion | 45,000,000 | 43,100,000 | [2],[3] | 37,900,000 | [2],[3] | ||||||||||||
Loss on disposition of fixed asset | 100,000 | 200,000 | [2],[3] | 300,000 | [2],[3] | ||||||||||||
Non-cash interest expense | 400,000 | 2,700,000 | [2] | 0 | [2] | ||||||||||||
Allowance oil reduction to net realizable value | 300,000 | 0 | [2] | 2,700,000 | [2] | ||||||||||||
Undistributed equity earnings | (6,500,000) | 4,100,000 | [2] | (4,300,000) | [2] | ||||||||||||
Changes in operating assets and liabilities | |||||||||||||||||
Accounts receivable | (7,400,000) | 300,000 | [2] | 3,400,000 | [2] | ||||||||||||
Allowance oil | (3,400,000) | (4,000,000) | [2] | (4,700,000) | [2] | ||||||||||||
Prepaid expenses and other assets | (100,000) | (700,000) | |||||||||||||||
Accounts payable | 8,300,000 | 300,000 | [2] | (7,700,000) | [2] | ||||||||||||
Deferred revenue and other unearned income | 6,000,000 | 7,900,000 | [2] | (14,200,000) | [2] | ||||||||||||
Accrued liabilities | 4,600,000 | (2,800,000) | [2] | 9,100,000 | [2] | ||||||||||||
Net cash provided by operating activities | 432,400,000 | 429,200,000 | [2] | 395,800,000 | [2] | ||||||||||||
Cash flows from investing activities | |||||||||||||||||
Capital expenditures | (58,000,000) | (45,800,000) | [2] | (51,700,000) | [2] | ||||||||||||
Acquisitions from Parent | (420,500,000) | (172,800,000) | [2] | (179,800,000) | [2] | ||||||||||||
Third party acquisitions | (42,000,000) | ||||||||||||||||
Return of investment | 18,200,000 | 15,800,000 | [2] | 12,500,000 | [2] | ||||||||||||
Payment of pre-IPO distributions from investments to SPLC | (11,900,000) | ||||||||||||||||
Net cash used in investing activities | (509,100,000) | (244,800,000) | [2] | (230,900,000) | [2] | ||||||||||||
Cash flows from financing activities | |||||||||||||||||
Net proceeds from private equity placement | 0 | 0 | [2] | 297,400,000 | [2] | ||||||||||||
Net proceeds from public offerings | 277,900,000 | 818,100,000 | [2] | 296,800,000 | [2] | ||||||||||||
Borrowing under credit facility | 1,693,100,000 | 638,700,000 | [2] | 458,200,000 | [2] | ||||||||||||
Contributions from general partner | 5,800,000 | 9,800,000 | [2] | 6,100,000 | [2] | ||||||||||||
Repayment of credit facilities | (533,100,000) | (410,000,000) | [2] | 0 | [2] | ||||||||||||
Capital distributions to general partner | (1,034,500,000) | (896,300,000) | [2] | (1,002,100,000) | [2] | ||||||||||||
Distributions to noncontrolling interest | (18,900,000) | (30,200,000) | [2] | (73,200,000) | [2] | ||||||||||||
Distributions to unitholders and general partner | (267,800,000) | (179,900,000) | [2] | (96,500,000) | [2] | ||||||||||||
Other contributions from Parent | 18,200,000 | 14,400,000 | [2] | 40,400,000 | [2] | ||||||||||||
Credit facility issuance costs | (2,400,000) | (600,000) | [2] | (300,000) | [2] | ||||||||||||
Net distributions to Parent | (65,600,000) | (120,000,000) | [2] | (148,100,000) | [2] | ||||||||||||
Capital lease payments | (100,000) | ||||||||||||||||
Net cash provided by (used in) financing activities | 92,300,000 | (156,100,000) | [2] | (221,300,000) | [2] | ||||||||||||
Net increase (decrease) in cash and cash equivalents | 15,600,000 | 28,300,000 | [2] | (56,400,000) | [2] | ||||||||||||
Cash at beginning of the year | [2] | 122,100,000 | [4] | 93,800,000 | 122,100,000 | [4] | 93,800,000 | 150,200,000 | |||||||||
Cash at end of the year | $ 137,700,000 | 122,100,000 | [2],[4] | 137,700,000 | 122,100,000 | [2],[4] | 93,800,000 | [2] | |||||||||
Non-cash investing activity | |||||||||||||||||
Increase in asset retirement obligation | 0 | (1,000,000) | [2] | (200,000) | [2] | ||||||||||||
Non-cash investing and financing transactions | |||||||||||||||||
Change in accrued capital expenditures | (100,000) | (1,100,000) | [2] | (6,500,000) | [2] | ||||||||||||
Contribution of fixed assets from Parent | 0 | 0 | [2] | 400,000 | [2] | ||||||||||||
Commencement of capital lease | 0 | 0 | [2] | 22,800,000 | [2] | ||||||||||||
Other non-cash contributions from Parent | 0 | 200,000 | [2] | 1,800,000 | [2] | ||||||||||||
Other non-cash capital distributions to general partner | (7,100,000) | ||||||||||||||||
Other non-cash contribution from general partner | 0 | 7,100,000 | [2] | 0 | [2] | ||||||||||||
Net assets not contributed to Parent | (6,400,000) | ||||||||||||||||
Scenario, Previously Reported | |||||||||||||||||
Cash flows from operating activities | |||||||||||||||||
Net income | 265,400,000 | 272,900,000 | |||||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities | |||||||||||||||||
Depreciation, amortization and accretion | 23,700,000 | 21,600,000 | |||||||||||||||
Loss on disposition of fixed asset | 100,000 | 0 | |||||||||||||||
Non-cash interest expense | 2,700,000 | ||||||||||||||||
Allowance oil reduction to net realizable value | 1,600,000 | ||||||||||||||||
Undistributed equity earnings | 1,800,000 | (600,000) | |||||||||||||||
Changes in operating assets and liabilities | |||||||||||||||||
Accounts receivable | 100,000 | 0 | |||||||||||||||
Allowance oil | (4,800,000) | (2,800,000) | |||||||||||||||
Prepaid expenses and other assets | (1,000,000) | (1,200,000) | |||||||||||||||
Accounts payable | (1,500,000) | (4,500,000) | |||||||||||||||
Deferred revenue and other unearned income | 8,200,000 | (13,800,000) | |||||||||||||||
Accrued liabilities | (1,700,000) | 9,500,000 | |||||||||||||||
Net cash provided by operating activities | 293,000,000 | 282,700,000 | |||||||||||||||
Cash flows from investing activities | |||||||||||||||||
Capital expenditures | (28,300,000) | (16,200,000) | |||||||||||||||
Acquisitions from Parent | (172,800,000) | (179,800,000) | |||||||||||||||
Third party acquisitions | (42,000,000) | ||||||||||||||||
Return of investment | 15,000,000 | 6,800,000 | |||||||||||||||
Payment of pre-IPO distributions from investments to SPLC | (11,900,000) | ||||||||||||||||
Net cash used in investing activities | (228,100,000) | (201,100,000) | |||||||||||||||
Cash flows from financing activities | |||||||||||||||||
Net proceeds from private equity placement | 297,400,000 | ||||||||||||||||
Net proceeds from public offerings | 818,100,000 | 296,800,000 | |||||||||||||||
Borrowing under credit facility | 638,700,000 | 458,200,000 | |||||||||||||||
Contributions from general partner | 9,800,000 | 6,100,000 | |||||||||||||||
Repayment of credit facilities | (410,000,000) | ||||||||||||||||
Capital distributions to general partner | (896,300,000) | (1,002,100,000) | |||||||||||||||
Distributions to noncontrolling interest | (20,300,000) | (67,100,000) | |||||||||||||||
Distributions to unitholders and general partner | (179,900,000) | (96,500,000) | |||||||||||||||
Other contributions from Parent | 4,600,000 | 11,100,000 | |||||||||||||||
Credit facility issuance costs | (600,000) | (300,000) | |||||||||||||||
Net distributions to Parent | 0 | (42,400,000) | |||||||||||||||
Capital lease payments | (100,000) | ||||||||||||||||
Net cash provided by (used in) financing activities | (36,000,000) | (138,800,000) | |||||||||||||||
Net increase (decrease) in cash and cash equivalents | 28,900,000 | (57,200,000) | |||||||||||||||
Cash at beginning of the year | 121,900,000 | 93,000,000 | 121,900,000 | 93,000,000 | 150,200,000 | ||||||||||||
Cash at end of the year | 121,900,000 | 121,900,000 | 93,000,000 | ||||||||||||||
Non-cash investing activity | |||||||||||||||||
Increase in asset retirement obligation | 0 | 0 | |||||||||||||||
Non-cash investing and financing transactions | |||||||||||||||||
Change in accrued capital expenditures | 500,000 | 2,900,000 | |||||||||||||||
Contribution of fixed assets from Parent | 400,000 | ||||||||||||||||
Commencement of capital lease | 22,800,000 | ||||||||||||||||
Other non-cash contributions from Parent | 200,000 | 1,800,000 | |||||||||||||||
Other non-cash capital distributions to general partner | (7,100,000) | ||||||||||||||||
Other non-cash contribution from general partner | 7,100,000 | ||||||||||||||||
Net assets not contributed to Parent | (6,400,000) | ||||||||||||||||
May 2017 Acquisition | Scenario, Previously Reported | |||||||||||||||||
Cash flows from operating activities | |||||||||||||||||
Net income | 11,700,000 | 13,800,000 | |||||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities | |||||||||||||||||
Depreciation, amortization and accretion | 12,900,000 | 10,200,000 | |||||||||||||||
Loss on disposition of fixed asset | 0 | 0 | |||||||||||||||
Non-cash interest expense | 0 | ||||||||||||||||
Allowance oil reduction to net realizable value | 1,100,000 | ||||||||||||||||
Undistributed equity earnings | 0 | 0 | |||||||||||||||
Changes in operating assets and liabilities | |||||||||||||||||
Accounts receivable | 700,000 | 4,500,000 | |||||||||||||||
Allowance oil | 800,000 | (1,900,000) | |||||||||||||||
Prepaid expenses and other assets | 900,000 | (800,000) | |||||||||||||||
Accounts payable | 1,100,000 | (300,000) | |||||||||||||||
Deferred revenue and other unearned income | (300,000) | (400,000) | |||||||||||||||
Accrued liabilities | 0 | (100,000) | |||||||||||||||
Net cash provided by operating activities | 27,800,000 | 26,100,000 | |||||||||||||||
Cash flows from investing activities | |||||||||||||||||
Capital expenditures | (7,700,000) | (23,700,000) | |||||||||||||||
Acquisitions from Parent | 0 | 0 | |||||||||||||||
Third party acquisitions | 0 | ||||||||||||||||
Return of investment | 0 | 0 | |||||||||||||||
Payment of pre-IPO distributions from investments to SPLC | |||||||||||||||||
Net cash used in investing activities | (7,700,000) | (23,700,000) | |||||||||||||||
Cash flows from financing activities | |||||||||||||||||
Net proceeds from private equity placement | 0 | ||||||||||||||||
Net proceeds from public offerings | 0 | 0 | |||||||||||||||
Borrowing under credit facility | 0 | 0 | |||||||||||||||
Contributions from general partner | 0 | 0 | |||||||||||||||
Repayment of credit facilities | 0 | ||||||||||||||||
Capital distributions to general partner | 0 | 0 | |||||||||||||||
Distributions to noncontrolling interest | 0 | 0 | |||||||||||||||
Distributions to unitholders and general partner | 0 | 0 | |||||||||||||||
Other contributions from Parent | 9,800,000 | 29,300,000 | |||||||||||||||
Credit facility issuance costs | 0 | 0 | |||||||||||||||
Net distributions to Parent | (29,900,000) | (31,700,000) | |||||||||||||||
Capital lease payments | 0 | ||||||||||||||||
Net cash provided by (used in) financing activities | (20,100,000) | (2,400,000) | |||||||||||||||
Net increase (decrease) in cash and cash equivalents | 0 | 0 | |||||||||||||||
Cash at beginning of the year | 0 | 0 | 0 | 0 | 0 | ||||||||||||
Cash at end of the year | 0 | 0 | 0 | ||||||||||||||
Non-cash investing activity | |||||||||||||||||
Increase in asset retirement obligation | 0 | 0 | |||||||||||||||
Non-cash investing and financing transactions | |||||||||||||||||
Change in accrued capital expenditures | (3,000,000) | (9,100,000) | |||||||||||||||
Contribution of fixed assets from Parent | 0 | ||||||||||||||||
Commencement of capital lease | 0 | ||||||||||||||||
Other non-cash contributions from Parent | 0 | 0 | |||||||||||||||
Other non-cash capital distributions to general partner | 0 | ||||||||||||||||
Other non-cash contribution from general partner | 0 | ||||||||||||||||
Net assets not contributed to Parent | 0 | ||||||||||||||||
December 2017 Acquisition | Scenario, Previously Reported | |||||||||||||||||
Cash flows from operating activities | |||||||||||||||||
Net income | 100,400,000 | 87,300,000 | |||||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities | |||||||||||||||||
Depreciation, amortization and accretion | 6,500,000 | 6,100,000 | |||||||||||||||
Loss on disposition of fixed asset | 100,000 | 300,000 | |||||||||||||||
Non-cash interest expense | 0 | ||||||||||||||||
Allowance oil reduction to net realizable value | 0 | ||||||||||||||||
Undistributed equity earnings | 2,300,000 | (3,700,000) | |||||||||||||||
Changes in operating assets and liabilities | |||||||||||||||||
Accounts receivable | (500,000) | (1,100,000) | |||||||||||||||
Allowance oil | 0 | 0 | |||||||||||||||
Prepaid expenses and other assets | 0 | 1,300,000 | |||||||||||||||
Accounts payable | 700,000 | (2,900,000) | |||||||||||||||
Deferred revenue and other unearned income | 0 | 0 | |||||||||||||||
Accrued liabilities | (1,100,000) | (300,000) | |||||||||||||||
Net cash provided by operating activities | 108,400,000 | 87,000,000 | |||||||||||||||
Cash flows from investing activities | |||||||||||||||||
Capital expenditures | (9,800,000) | (11,800,000) | |||||||||||||||
Acquisitions from Parent | 0 | 0 | |||||||||||||||
Third party acquisitions | 0 | ||||||||||||||||
Return of investment | 800,000 | 5,700,000 | |||||||||||||||
Payment of pre-IPO distributions from investments to SPLC | |||||||||||||||||
Net cash used in investing activities | (9,000,000) | (6,100,000) | |||||||||||||||
Cash flows from financing activities | |||||||||||||||||
Net proceeds from private equity placement | 0 | ||||||||||||||||
Net proceeds from public offerings | 0 | 0 | |||||||||||||||
Borrowing under credit facility | 0 | 0 | |||||||||||||||
Contributions from general partner | 0 | 0 | |||||||||||||||
Repayment of credit facilities | 0 | ||||||||||||||||
Capital distributions to general partner | 0 | 0 | |||||||||||||||
Distributions to noncontrolling interest | (9,900,000) | (6,100,000) | |||||||||||||||
Distributions to unitholders and general partner | 0 | 0 | |||||||||||||||
Other contributions from Parent | 0 | 0 | |||||||||||||||
Credit facility issuance costs | 0 | 0 | |||||||||||||||
Net distributions to Parent | (90,100,000) | (74,000,000) | |||||||||||||||
Capital lease payments | 0 | ||||||||||||||||
Net cash provided by (used in) financing activities | (100,000,000) | (80,100,000) | |||||||||||||||
Net increase (decrease) in cash and cash equivalents | (600,000) | 800,000 | |||||||||||||||
Cash at beginning of the year | $ 200,000 | $ 800,000 | $ 200,000 | 800,000 | 0 | ||||||||||||
Cash at end of the year | $ 200,000 | 200,000 | 800,000 | ||||||||||||||
Non-cash investing activity | |||||||||||||||||
Increase in asset retirement obligation | (1,000,000) | (200,000) | |||||||||||||||
Non-cash investing and financing transactions | |||||||||||||||||
Change in accrued capital expenditures | 1,400,000 | (300,000) | |||||||||||||||
Contribution of fixed assets from Parent | 0 | ||||||||||||||||
Commencement of capital lease | 0 | ||||||||||||||||
Other non-cash contributions from Parent | 0 | 0 | |||||||||||||||
Other non-cash capital distributions to general partner | 0 | ||||||||||||||||
Other non-cash contribution from general partner | $ 0 | ||||||||||||||||
Net assets not contributed to Parent | $ 0 | ||||||||||||||||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | ||||||||||||||||
[2] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | ||||||||||||||||
[3] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | ||||||||||||||||
[4] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Acquisitions and Divestiture 46
Acquisitions and Divestiture - 2016 Acquisitions (Details) - USD ($) | Sep. 15, 2017 | Dec. 27, 2016 | Oct. 03, 2016 | Aug. 09, 2016 | Jun. 09, 2016 | May 23, 2016 | Mar. 29, 2016 | Nov. 17, 2015 | May 18, 2015 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 01, 2017 | |||
Business Acquisition [Line Items] | |||||||||||||||||||
Net proceeds from public offerings | [1] | $ 277,900,000 | $ 818,100,000 | $ 296,800,000 | |||||||||||||||
Units issued in connection with public offering (in units) | 5,275,510 | 25,229,591 | |||||||||||||||||
Consideration for units issued in connection with private placement | $ 5,800,000 | $ 9,800,000 | [2] | 6,100,000 | [2] | ||||||||||||||
Aggregate percentage of interest | 2.00% | ||||||||||||||||||
Contribution in excess of book value | $ 1,034,500,000 | $ 896,300,000 | [2] | $ 1,002,100,000 | [2] | ||||||||||||||
Explorer | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Voting interest acquired | 2.62% | 10.00% | |||||||||||||||||
Mars | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Voting interest acquired | 20.00% | 22.90% | |||||||||||||||||
October 2016 Acquisitions | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Consideration transferred | $ 350,000,000 | ||||||||||||||||||
Consideration, cash on hand | 50,000,000 | ||||||||||||||||||
Consideration, funded with borrowings | 300,000,000 | ||||||||||||||||||
Contingent consideration receivable (up to) | $ 10,000,000 | ||||||||||||||||||
December 2016 Acquisition | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Consideration transferred | $ 42,000,000 | ||||||||||||||||||
Odyssey Pipeline L.L.C. | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Voting interest acquired | 22.00% | ||||||||||||||||||
August 2016 Acquisition | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Consideration transferred | $ 26,200,000 | ||||||||||||||||||
Consideration, cash on hand | 26,300,000 | ||||||||||||||||||
Transaction costs | $ 100,000 | ||||||||||||||||||
Zydeco | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Voting interest acquired | 30.00% | ||||||||||||||||||
Bengal | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Voting interest acquired | 1.00% | ||||||||||||||||||
Colonial | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Voting interest acquired | 3.00% | ||||||||||||||||||
May 2016 Acquisition | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Consideration transferred | $ 700,000,000 | ||||||||||||||||||
Consideration, cash on hand | 50,400,000 | ||||||||||||||||||
Consideration for units issued in connection with private placement | 7,100,000 | ||||||||||||||||||
Contribution in excess of book value of net assets acquired | 606,300,000 | ||||||||||||||||||
Contribution in excess of book value | 599,200,000 | ||||||||||||||||||
Explorer | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Noncontrolling interest, ownership percentage by Parent | 35.97% | 25.97% | |||||||||||||||||
Proteus | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Noncontrolling interest, ownership percentage by Parent | 0.00% | ||||||||||||||||||
Proteus | December 2016 Acquisition | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Voting interest acquired | 10.00% | ||||||||||||||||||
Endymion | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Noncontrolling interest, ownership percentage by Parent | 0.00% | ||||||||||||||||||
Endymion | December 2016 Acquisition | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Voting interest acquired | 10.00% | ||||||||||||||||||
Cleopatra | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Noncontrolling interest, ownership percentage by Parent | 0.00% | ||||||||||||||||||
Cleopatra | December 2016 Acquisition | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Voting interest acquired | 1.00% | ||||||||||||||||||
Odyssey Pipeline L.L.C. | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Noncontrolling interest, ownership percentage by Parent | 0.00% | ||||||||||||||||||
Odyssey Pipeline L.L.C. | Odyssey Pipeline L.L.C. | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Voting interest acquired | 49.00% | ||||||||||||||||||
Affiliated Entity | Five Year Revolver | Shell Treasury Center West Inc | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||||
Common Units | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Units issued in connection with public offering (in units) | 9,200,000 | ||||||||||||||||||
Consideration for units issued in connection with private placement | $ 6,100,000 | ||||||||||||||||||
Placement fees | $ 2,600,000 | $ 400,000 | |||||||||||||||||
Common Units | May 2016 Acquisition | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Net proceeds from public offerings | $ 345,800,000 | ||||||||||||||||||
Units issued in connection with public offering (in units) | 10,500,000 | ||||||||||||||||||
General Partner | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Units issued in connection with public offering (in units) | 105,510 | 32,143 | 258,163 | 187,755 | 105,510 | 504,591 | |||||||||||||
Consideration for units issued in connection with private placement | $ 1,100,000 | $ 8,200,000 | $ 2,900,000 | $ 100,000 | $ 500,000 | ||||||||||||||
General Partner | May 2016 Acquisition | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Units issued in connection with public offering (in units) | 214,285 | ||||||||||||||||||
Shell Pipeline Company L P | Common Units | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Units issued in connection with public offering (in units) | 0 | 0 | |||||||||||||||||
Shell Pipeline Company L P | General Partner | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Net proceeds from public offerings | $ 0 | ||||||||||||||||||
Aggregate percentage of interest | 2.00% | ||||||||||||||||||
Shell Pipeline Company L P | General Partner | May 2016 Acquisition | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Aggregate percentage of interest | 2.00% | ||||||||||||||||||
General Public | Common Units | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Net proceeds from public offerings | $ 135,100,000 | 51,800,000 | $ 395,100,000 | ||||||||||||||||
Units issued in connection with public offering (in units) | 5,170,000 | 1,575,000 | 12,650,000 | 5,170,000 | 24,725,000 | ||||||||||||||
Placement fees | $ 100,000 | $ 400,000 | $ 200,000 | $ 100,000 | $ 100,000 | ||||||||||||||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | ||||||||||||||||||
[2] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Acquisitions and Divestiture 47
Acquisitions and Divestiture - 2015 Acquisitions (Details) - USD ($) $ in Millions | Sep. 15, 2017 | Jun. 09, 2016 | May 18, 2016 | Mar. 29, 2016 | Nov. 17, 2015 | Jul. 01, 2015 | May 18, 2015 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Business Acquisition [Line Items] | ||||||||||||||
Net proceeds from private equity placement | $ 0 | $ 0 | [1] | $ 297.4 | [1] | |||||||||
Contributions from general partner | $ 2.8 | $ 5.8 | [2] | $ 16.9 | [2] | $ 6.1 | [2] | |||||||
Units issued in connection with public offering (in units) | 5,275,510 | 25,229,591 | ||||||||||||
November 2015 Acquisition | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Ownership interest (in percentage) | 100.00% | |||||||||||||
Consideration transferred | $ 390 | |||||||||||||
Consideration, cash on hand | 49.4 | |||||||||||||
Transaction costs | 0.3 | |||||||||||||
Business combination capital distribution to general partner | 290 | |||||||||||||
July 2015 Acquisition | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Consideration transferred | $ 350 | |||||||||||||
Ownership interest (in percentage) | 36.00% | |||||||||||||
Net assets acquired under common control | $ 30.5 | |||||||||||||
Contribution in excess of book value of net assets acquired | 319.5 | |||||||||||||
Zydeco Pipeline Company LLC (“Zydeco”) | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Additional minority interest ownership percentage by parent acquired | 19.50% | |||||||||||||
Colonial | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Additional minority interest ownership percentage by parent acquired | 1.388% | |||||||||||||
May 2015 Acquisition | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Consideration transferred | $ 448 | |||||||||||||
Net proceeds from private equity placement | 297.4 | |||||||||||||
Consideration, cash on hand | $ 80 | 70.8 | ||||||||||||
Transaction costs | 0.5 | |||||||||||||
Contribution in excess of book value of net assets acquired | 392.6 | |||||||||||||
Revolving Credit Facility | November 2015 Acquisition | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Consideration, cash on hand | $ 37.4 | |||||||||||||
365 Day Revolver | November 2015 Acquisition | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Line of credit facility, expiration period | 364 days | |||||||||||||
365 Day Revolver | July 2015 Acquisition | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Line of credit facility, expiration period | 365 days | |||||||||||||
Borrowings under credit facilities | $ 100 | |||||||||||||
Five Year Revolver | July 2015 Acquisition | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Line of credit facility, expiration period | 5 years | 5 years | ||||||||||||
Borrowings under credit facilities | $ 250 | |||||||||||||
General Partner | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Units issued in connection with public offering (in units) | 105,510 | 32,143 | 258,163 | 187,755 | 105,510 | 504,591 | ||||||||
General Partner | November 2015 Acquisition | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Contributions from general partner | $ 6.1 | |||||||||||||
Units issued in connection with public offering (in units) | 187,755 | |||||||||||||
Common Units | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Net proceeds from private equity placement | $ 297.4 | $ 139.8 | ||||||||||||
Units issued in connection with public offering (in units) | 9,200,000 | |||||||||||||
Common Units | November 2015 Acquisition | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Net proceeds from private equity placement | $ 297.4 | |||||||||||||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | |||||||||||||
[2] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Sep. 15, 2017 | Mar. 29, 2016 | Nov. 03, 2014USD ($) | Sep. 30, 2017 | Dec. 31, 2017USD ($)credit_facility | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Related Party Transaction [Line Items] | ||||||||
Statute of limitations expirations, number of days | 60 days | |||||||
Number of days within combined tax filing submission | 15 days | |||||||
Other contributions from Parent | [1] | $ 17,100,000 | $ 9,700,000 | $ 42,600,000 | ||||
Gain (loss) from sale of excess allowance oil | 1,300,000 | 1,300,000 | (100,000) | |||||
Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Indemnification subject to an aggregate limit | $ 15,000,000 | $ 10,700,000 | ||||||
364 Day Revolver | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument term | 364 days | |||||||
Pension and Retirement Savings Plans | ||||||||
Related Party Transaction [Line Items] | ||||||||
Pension and postretirement health and life insurance | $ 4,300,000 | 5,100,000 | 5,400,000 | |||||
Defined benefit plan costs | 1,700,000 | 2,000,000 | 2,300,000 | |||||
Management Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
General and administrative expense | 8,100,000 | 7,700,000 | 7,400,000 | |||||
Omnibus Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
General and administrative expense | $ 8,500,000 | 8,500,000 | 8,500,000 | |||||
Shell Treasury Center West Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of revolving credit facilities | credit_facility | 4 | |||||||
Shell Treasury Center West Inc | Five Year Revolver | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument term | 5 years | 5 years | 5 years | |||||
Shell Treasury Center West Inc | 364 Day Revolver | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument term | 364 days | 364 days | ||||||
SPLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
General insurance expense | $ 8,000,000 | 5,900,000 | 7,500,000 | |||||
Operations and maintenance costs allocated from parent | 17,100,000 | 15,900,000 | 17,100,000 | |||||
General and administrative costs allocated from parent | 26,300,000 | 24,000,000 | 22,400,000 | |||||
SPLC | Reimbursement for Maintenance Expense and Capital Expenditures | ||||||||
Related Party Transaction [Line Items] | ||||||||
Other contributions from Parent | 0 | 1,600,000 | ||||||
Zydeco Mars Bengal Poseidon Explorer and Colonial | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total distributions to general partners | 235,700,000 | 186,200,000 | 133,500,000 | |||||
Shell Pipeline Company L P | ||||||||
Related Party Transaction [Line Items] | ||||||||
Reimbursements related to costs and expenses for maintenance projects | $ 16,100,000 | $ 3,000,000 | $ 12,900,000 | |||||
Shell Pipeline Company L P | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payment of general and administrative fee | $ 8,500,000 | |||||||
Zydeco Pipeline Company LLC (“Zydeco”) | ||||||||
Related Party Transaction [Line Items] | ||||||||
Noncontrolling interest | 7.50% | 7.50% | 37.50% | |||||
Odyssey Pipeline L.L.C. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Noncontrolling interest | 29.00% | 29.00% | 29.00% | |||||
Mars | Shell Pipeline Company L P | ||||||||
Related Party Transaction [Line Items] | ||||||||
Reimbursements related to costs and expenses for maintenance projects | $ 2,900,000 | |||||||
Shell Oil Products US (SOPUS) | Shell Pipeline Company L P | ||||||||
Related Party Transaction [Line Items] | ||||||||
Reimbursements related to costs and expenses for maintenance projects | 4,500,000 | |||||||
Lockport | Shell Pipeline Company L P | ||||||||
Related Party Transaction [Line Items] | ||||||||
Reimbursements related to costs and expenses for maintenance projects | $ 1,700,000 | $ 1,600,000 | 1,800,000 | |||||
Zydeco Pipeline Company LLC (“Zydeco”) | Shell Pipeline Company L P | ||||||||
Related Party Transaction [Line Items] | ||||||||
Reimbursements related to costs and expenses for maintenance projects | $ 14,400,000 | $ 1,400,000 | $ 2,300,000 | |||||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Other Related Party Balances (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |||
Accounts receivable | $ 23.8 | $ 19.3 | [1] |
Prepaid expenses | 11.9 | 3.3 | |
Accounts payable | 11.6 | 5.6 | [1] |
Deferred revenue | 13.9 | 7.9 | [1] |
Accrued liabilities | 7.2 | 5.1 | [1] |
Debt payable | 1,844 | 686 | [1] |
Lease liability (4) | 24.3 | 24.9 | [1] |
Accrued interest, related parties | 6.6 | 2.6 | |
Other accrued liabilities, related parties | 0.6 | 0.9 | |
Fuel accrual, related parties | 1.6 | ||
Unamortized debt issuance costs | $ 2.9 | $ 0.9 | |
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Related Party Transactions - 50
Related Party Transactions - Schedule of Related Party Expenses Including Personnel Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | [1] | Dec. 31, 2015 | [1] | |
Related Party Transactions [Abstract] | |||||
Operations and maintenance - related parties | $ 45.6 | $ 40 | $ 39 | ||
General and administrative - related parties | $ 47.7 | $ 43.7 | $ 42.5 | ||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Related Party Transactions - 51
Related Party Transactions - Schedule of Reimbursement from Parent (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Related Party Transaction [Line Items] | |||||
Receivable from Parent | $ 0 | $ 0.2 | [1] | $ 1.8 | [1] |
Shell Pipeline Company L P | |||||
Related Party Transaction [Line Items] | |||||
Cash received | 15.8 | 2.8 | 11.1 | ||
Receivable from Parent | 0.3 | 0.2 | 1.8 | ||
Total reimbursements | $ 16.1 | $ 3 | $ 12.9 | ||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Equity Method Investments - Sch
Equity Method Investments - Schedule of Equity Investments in Affiliates (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 01, 2017 | Nov. 30, 2017 | Oct. 17, 2017 | Dec. 31, 2016 | Oct. 03, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Equity method investments | $ 362.6 | $ 324.7 | [1] | ||||
Mars Oil Pipeline Company LLC (“Mars”) | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest (in percentage) | 71.50% | 71.50% | |||||
Equity method investments | $ 187.4 | $ 191.5 | |||||
Bengal Pipeline Company LLC (“Bengal”) | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest (in percentage) | 50.00% | 50.00% | |||||
Equity method investments | $ 79.7 | $ 76.1 | |||||
Permian Basin | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest (in percentage) | 50.00% | 0.00% | |||||
Equity method investments | $ 49.4 | $ 0 | |||||
LOCAP | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest (in percentage) | 41.48% | 41.48% | |||||
Equity method investments | $ 6.9 | $ 4 | |||||
Poseidon Oil Pipeline Company LLC (“Poseidon”) | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest (in percentage) | 36.00% | 36.00% | |||||
Equity method investments | $ 2.3 | $ 13.2 | |||||
Proteus | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest (in percentage) | 10.00% | 10.00% | |||||
Equity method investments | $ 17.4 | $ 19.1 | |||||
Endymion Oil Pipeline Company, LLC (“Endymion”) | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest (in percentage) | 10.00% | 10.00% | |||||
Equity method investments | $ 19.5 | $ 20.8 | |||||
Mars Oil Pipeline Company LLC (“Mars”) | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest (in percentage) | 71.50% | 48.60% | |||||
Voting interest acquired | 22.90% | 20.00% | |||||
LOCAP | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Voting interest acquired | 41.48% | ||||||
Permian Basin | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest (in percentage) | 50.00% | ||||||
Voting interest acquired | 50.00% | ||||||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Equity Method Investments - Add
Equity Method Investments - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 01, 2017 | Nov. 30, 2017 | Oct. 17, 2017 | Oct. 03, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Unamortized basis differences included in equity investments | $ 41.4 | $ 42.7 | $ 27.2 | ||||
Net amortization expense | $ 3.8 | $ 2.8 | $ 1.9 | ||||
Permian Basin | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Voting interest acquired | 50.00% | ||||||
Ownership interest (in percentage) | 50.00% | ||||||
Unanimous consent of partners (in percentage) | 75.00% | ||||||
Mars | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Voting interest acquired | 22.90% | 20.00% | |||||
Ownership interest (in percentage) | 71.50% | 48.60% | |||||
LOCAP | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Voting interest acquired | 41.48% | ||||||
Odyssey Pipeline L.L.C. | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Voting interest acquired | 22.00% |
Equity Method Investments - S54
Equity Method Investments - Schedule of Equity Investments in Affiliates Balance Affected (Details) - USD ($) $ in Millions | 12 Months Ended | |||||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 01, 2017 | Oct. 17, 2017 | Jul. 01, 2015 | |||
Schedule of Equity Method Investments [Line Items] | ||||||||
Distributions received | $ 198.3 | $ 158 | $ 112.9 | |||||
Income from equity method investments | 186.6 | 138.1 | [1] | 104.7 | [1] | |||
Purchase price adjustment | 0.3 | 0 | [2] | 0 | [2] | |||
Mars | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Distributions received | 125.9 | 88.3 | 62.8 | |||||
Income from equity method investments | 121.8 | $ 79.8 | 59.4 | |||||
Purchase price adjustment | $ 0 | |||||||
Ownership interest (in percentage) | 71.50% | 71.50% | ||||||
Bengal | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Distributions received | $ 19 | $ 19.6 | 20.2 | |||||
Income from equity method investments | 22.6 | $ 20.2 | 20.8 | |||||
Purchase price adjustment | $ 0 | |||||||
Ownership interest (in percentage) | 50.00% | 50.00% | ||||||
Permian Basin | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Distributions received | $ 1.4 | $ 0 | 0 | |||||
Income from equity method investments | 0.9 | $ 0 | 0 | |||||
Purchase price adjustment | $ (0.1) | |||||||
Ownership interest (in percentage) | 50.00% | 0.00% | ||||||
LOCAP | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Distributions received | $ 7.9 | $ 8.2 | 8.7 | |||||
Income from equity method investments | 10.7 | $ 8.4 | 8.4 | |||||
Purchase price adjustment | $ 0 | |||||||
Ownership interest (in percentage) | 41.48% | 41.48% | ||||||
Poseidon | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Distributions received | $ 38.4 | $ 41.9 | 21.2 | |||||
Income from equity method investments | 27.4 | $ 29.7 | 16.1 | |||||
Purchase price adjustment | $ 0 | |||||||
Ownership interest (in percentage) | 36.00% | 36.00% | ||||||
Proteus | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Distributions received | $ 2.9 | $ 0 | 0 | |||||
Income from equity method investments | 1.5 | $ 0 | 0 | |||||
Purchase price adjustment | $ 0.3 | |||||||
Ownership interest (in percentage) | 10.00% | 10.00% | ||||||
Endymion | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Distributions received | $ 2.8 | $ 0 | 0 | |||||
Income from equity method investments | 1.7 | $ 0 | $ 0 | |||||
Purchase price adjustment | $ 0.1 | |||||||
Ownership interest (in percentage) | 10.00% | 10.00% | ||||||
Proteus and Endymion | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Income from equity method investments | $ 0.1 | |||||||
Permian Basin | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Voting interest acquired | 50.00% | |||||||
Ownership interest (in percentage) | 50.00% | |||||||
LOCAP | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Voting interest acquired | 41.48% | |||||||
July 2015 Acquisition | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership interest (in percentage) | 36.00% | |||||||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | |||||||
[2] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Equity Method Investments - Sum
Equity Method Investments - Summary of Balance Sheet and Income Statement Data for Equity Method Investments (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Mars | ||||||
Statements of Income | ||||||
Total revenues | $ 255.5 | $ 229.8 | $ 205.9 | |||
Total operating expenses | 81.9 | 83 | 85.7 | |||
Operating income | 173.6 | 146.8 | 120.2 | |||
Net income | 173.6 | 146.8 | 120.3 | |||
Balance Sheets | ||||||
Current assets | $ 40 | $ 47.6 | $ 40.9 | 47.6 | 40 | 40.9 |
Non-current assets | 197.5 | 187.5 | 208.2 | 187.5 | 197.5 | 208.2 |
Total assets | 237.5 | 235.1 | 249.1 | 235.1 | 237.5 | 249.1 |
Current liabilities | 5.1 | 5.1 | 6.4 | 5.1 | 5.1 | 6.4 |
Non-current liabilities | 0 | 0 | 0 | 0 | 0 | 0 |
Equity | 232.4 | 230 | 242.7 | 230 | 232.4 | 242.7 |
Total liabilities and equity | 237.5 | 235.1 | 249.1 | 235.1 | 237.5 | 249.1 |
Bengal | ||||||
Statements of Income | ||||||
Total revenues | 72.8 | 69.5 | 70.3 | |||
Total operating expenses | 28.1 | 28.7 | 28.1 | |||
Operating income | 44.7 | 40.8 | 42.2 | |||
Net income | 44.8 | 40.2 | 42.1 | |||
Balance Sheets | ||||||
Current assets | 34 | 25 | 29 | 25 | 34 | 29 |
Non-current assets | 147.5 | 156.6 | 146.3 | 156.6 | 147.5 | 146.3 |
Total assets | 181.5 | 181.6 | 175.3 | 181.6 | 181.5 | 175.3 |
Current liabilities | 16.8 | 10.5 | 11.2 | 10.5 | 16.8 | 11.2 |
Non-current liabilities | 0.7 | 0.3 | 0.9 | 0.3 | 0.7 | 0.9 |
Equity | 164 | 170.8 | 163.2 | 170.8 | 164 | 163.2 |
Total liabilities and equity | 181.5 | 181.6 | 175.3 | 181.6 | 181.5 | 175.3 |
LOCAP | ||||||
Statements of Income | ||||||
Total revenues | 55.7 | 51.4 | 49.2 | |||
Total operating expenses | 17.2 | 17.1 | 15.2 | |||
Operating income | 38.5 | 34.3 | 34 | |||
Net income | 26.5 | 20.8 | 20.9 | |||
Balance Sheets | ||||||
Current assets | 8.5 | 9.2 | 8.8 | 9.2 | 8.5 | 8.8 |
Non-current assets | 46.6 | 60.4 | 41.3 | 60.4 | 46.6 | 41.3 |
Total assets | 55.1 | 69.6 | 50.1 | 69.6 | 55.1 | 50.1 |
Current liabilities | 38.8 | 37.2 | 36.7 | 37.2 | 38.8 | 36.7 |
Non-current liabilities | 13.3 | 21.8 | 11.2 | 21.8 | 13.3 | 11.2 |
Equity | 3 | 10.6 | 2.2 | 10.6 | 3 | 2.2 |
Total liabilities and equity | 55.1 | 69.6 | 50.1 | 69.6 | 55.1 | 50.1 |
Poseidon | ||||||
Statements of Income | ||||||
Total revenues | 0 | 117.1 | 120.3 | 123.7 | ||
Total operating expenses | 0 | 32.6 | 30.7 | 28.6 | ||
Operating income | 0 | 84.5 | 89.6 | 95.1 | ||
Net income | 45.9 | 78.5 | 84.9 | |||
Balance Sheets | ||||||
Current assets | 17.1 | 18.7 | 18.5 | 18.7 | 17.1 | 18.5 |
Non-current assets | 233.6 | 218.6 | 249.2 | 218.6 | 233.6 | 249.2 |
Total assets | 250.7 | 237.3 | 267.7 | 237.3 | 250.7 | 267.7 |
Current liabilities | 20.7 | 17.6 | 22.5 | 17.6 | 20.7 | 22.5 |
Non-current liabilities | 219.7 | 237.4 | 203.5 | 237.4 | 219.7 | 203.5 |
Equity | 10.3 | (17.7) | 41.7 | (17.7) | 10.3 | 41.7 |
Total liabilities and equity | 250.7 | 237.3 | $ 267.7 | 237.3 | 250.7 | $ 267.7 |
Proteus | ||||||
Statements of Income | ||||||
Total revenues | 0.3 | 30.8 | 24.7 | |||
Total operating expenses | 0.1 | 13.4 | 11.7 | |||
Operating income | 0.2 | 17.4 | 13 | |||
Net income | 0 | 17.4 | ||||
Balance Sheets | ||||||
Current assets | 24 | 54.8 | 54.8 | 24 | ||
Non-current assets | 194.7 | 335.8 | 335.8 | 194.7 | ||
Total assets | 218.7 | 390.6 | 390.6 | 218.7 | ||
Current liabilities | 2.2 | 50.3 | 50.3 | 2.2 | ||
Non-current liabilities | 70.3 | 206.2 | 206.2 | 70.3 | ||
Equity | 146.2 | 134.1 | 134.1 | 146.2 | ||
Total liabilities and equity | 218.7 | 390.6 | 390.6 | 218.7 | ||
Endymion | ||||||
Statements of Income | ||||||
Total revenues | 0.3 | 33.4 | 28.1 | |||
Total operating expenses | 0.2 | 13.6 | 12.3 | |||
Operating income | 0.1 | 19.8 | 15.8 | |||
Net income | 0.1 | 20.3 | ||||
Balance Sheets | ||||||
Current assets | 10 | 8.9 | 8.9 | 10 | ||
Non-current assets | 154.1 | 145.5 | 145.5 | 154.1 | ||
Total assets | 164.1 | 154.4 | 154.4 | 164.1 | ||
Current liabilities | 2.9 | 2.7 | 2.7 | 2.9 | ||
Non-current liabilities | 17.2 | 16 | 16 | 17.2 | ||
Equity | 144 | 135.7 | 135.7 | 144 | ||
Total liabilities and equity | $ 164.1 | 154.4 | 154.4 | $ 164.1 | ||
Permian Basin | ||||||
Statements of Income | ||||||
Total revenues | 3.8 | 8.3 | ||||
Total operating expenses | 2 | 5 | ||||
Operating income | 1.8 | 3.3 | ||||
Net income | 1.8 | |||||
Balance Sheets | ||||||
Current assets | 18.7 | 18.7 | ||||
Non-current assets | 83.6 | 83.6 | ||||
Total assets | 102.3 | 102.3 | ||||
Current liabilities | 8.7 | 8.7 | ||||
Non-current liabilities | 0.7 | 0.7 | ||||
Equity | 92.9 | 92.9 | ||||
Total liabilities and equity | $ 102.3 | $ 102.3 |
Property, Plant and Equipment -
Property, Plant and Equipment - Components of Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Property Plant And Equipment [Line Items] | |||
Land | $ 8.2 | $ 8.2 | |
Building and improvements | 38.9 | 29.6 | |
Pipeline and equipment | 1,153.6 | 1,145 | |
Other | 17.8 | 17.7 | |
Property, plant and equipment, gross | 1,218.5 | 1,200.5 | |
Accumulated depreciation, and amortization | (526.1) | (495.8) | |
Property plant and equipment excluding construction in progress | 692.4 | 704.7 | |
Construction in progress | 44.1 | 29 | |
Property, plant and equipment, net | 736.5 | 733.7 | [1] |
Assets under operating leases | 353.7 | 343.9 | |
Assets under capital lease | 22.8 | 22.8 | |
Accumulated depreciation related to assets under operating leases | 104.7 | 91.2 | |
Accumulated depreciation related to assets under capital lease | $ 3 | $ 1.6 | |
Building and Improvements | Minimum | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, depreciable life | 10 years | ||
Building and Improvements | Maximum | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, depreciable life | 40 years | ||
Pipeline and Equipment | Minimum | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, depreciable life | 10 years | ||
Pipeline and Equipment | Maximum | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, depreciable life | 30 years | ||
Other | Minimum | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, depreciable life | 5 years | ||
Other | Maximum | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, depreciable life | 25 years | ||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Property, Plant and Equipment57
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Property, Plant and Equipment [Abstract] | |||||
Depreciation, amortization and accretion | $ 45 | $ 43.1 | [1],[2] | $ 37.9 | [1],[2] |
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | ||||
[2] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Accrued Liabilities - Third P58
Accrued Liabilities - Third Parties (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |||
Transportation, project engineering | $ 6 | $ 6.1 | |
Property taxes | 4.2 | 2.2 | |
Other accrued liabilities | 2.5 | 3.9 | |
Accrued liabilities - third parties | 12.7 | 12.2 | [1] |
Environmental accrual | 0 | 6.3 | |
Total noncurrent accrued liabilities - third parties | $ 0 | $ 6.3 | [1] |
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Related Party Debt - Schedule o
Related Party Debt - Schedule of Consolidated Related Party Debt Obligations (Details) - USD ($) $ in Millions | Mar. 29, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Line Of Credit Facility [Line Items] | |||
Outstanding Balance | $ 1,844 | $ 686 | |
Total Capacity | 2,390 | 970 | |
Available Capacity | 543.1 | 283.1 | |
Unamortized debt issuance costs | $ (2.9) | (0.9) | |
364 Day Revolver | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument term | 364 days | ||
364 Day Revolver | Shell Treasury Center West Inc | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument term | 364 days | 364 days | |
Five Year Revolver due December 2022 | |||
Line Of Credit Facility [Line Items] | |||
Outstanding Balance | $ 1,000 | 0 | |
Total Capacity | 1,000 | 0 | |
Available Capacity | 0 | 0 | |
Five Year Fixed Facility | |||
Line Of Credit Facility [Line Items] | |||
Outstanding Balance | 600 | 0 | |
Total Capacity | 600 | 0 | |
Available Capacity | $ 0 | 0 | |
Debt instrument term | 5 years | ||
Five Year Revolver due October 2019 | |||
Line Of Credit Facility [Line Items] | |||
Outstanding Balance | $ 246.9 | 686.9 | |
Total Capacity | 760 | 760 | |
Available Capacity | 513.1 | 73.1 | |
Zydeco Revolver | |||
Line Of Credit Facility [Line Items] | |||
Outstanding Balance | 0 | 0 | |
Total Capacity | 30 | 30 | |
Available Capacity | 30 | 30 | |
364 Day Revolver | |||
Line Of Credit Facility [Line Items] | |||
Outstanding Balance | 0 | 0 | |
Total Capacity | 0 | 180 | |
Available Capacity | $ 0 | $ 180 |
Related Party Debt - Additional
Related Party Debt - Additional Information (Details) - USD ($) | Dec. 01, 2017 | Sep. 15, 2017 | May 10, 2017 | Mar. 01, 2017 | May 23, 2016 | Mar. 29, 2016 | Aug. 06, 2014 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 27, 2016 | Nov. 11, 2015 | Jun. 29, 2015 | May 12, 2015 | Nov. 03, 2014 | ||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Interest and fee expenses associated with borrowings | $ 29,400,000 | $ 8,600,000 | $ 4,000,000 | |||||||||||||||
Interest paid | 25,000,000 | 7,000,000 | 2,700,000 | |||||||||||||||
Repayments of credit facilities | 533,100,000 | 410,000,000 | [1] | $ 0 | [1] | |||||||||||||
Total Capacity | $ 2,390,000,000 | $ 2,390,000,000 | 970,000,000 | |||||||||||||||
May 2017 Acquisition | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Consideration, cash on hand | $ 50,000,000 | |||||||||||||||||
May 2016 Acquisition | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Consideration, cash on hand | $ 50,400,000 | |||||||||||||||||
Five Year Revolver | STCW | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Total Capacity | $ 300,000,000 | |||||||||||||||||
Five Year Fixed Facility | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument term | 5 years | |||||||||||||||||
Borrowings under credit facilities | $ 93,100,000 | |||||||||||||||||
Total Capacity | 600,000,000 | $ 600,000,000 | 0 | |||||||||||||||
Five Year Fixed Facility | STCW | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Payments of issuance fee | $ 700,000 | |||||||||||||||||
Total Capacity | $ 600,000,000 | |||||||||||||||||
Five Year Revolver due December 2022 | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Borrowings under credit facilities | 1,000,000,000 | |||||||||||||||||
Payments of issuance fee | 1,700,000 | |||||||||||||||||
Total Capacity | 1,000,000,000 | $ 1,000,000,000 | 0 | |||||||||||||||
Five Year Revolver due October 2019 | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Interest paid | 700,000 | |||||||||||||||||
Repayments of credit facilities | $ 265,000,000 | 268,100,000 | ||||||||||||||||
Unused capacity commitment fee percentage | 0.19% | |||||||||||||||||
Total Capacity | 760,000,000 | $ 760,000,000 | 760,000,000 | |||||||||||||||
Five Year Revolver due October 2019 | May 2017 Acquisition | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Consideration, funded with borrowings | 73,100,000 | |||||||||||||||||
Amended and Restated Revolver 1 | STCW | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Increase in maximum borrowing capacity | $ 400,000,000 | |||||||||||||||||
Credit facility issuance fee | $ 200,000 | |||||||||||||||||
364 Day Revolver | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Total Capacity | 0 | $ 0 | $ 180,000,000 | |||||||||||||||
364 Day Revolver | STCW | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Total Capacity | $ 180,000,000 | $ 100,000,000 | ||||||||||||||||
Credit facility issuance fee | $ 100,000 | $ 100,000 | ||||||||||||||||
Revolving Credit Facility | Zydeco Pipeline Company LLC (“Zydeco”) | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Unused capacity commitment fee percentage | 0.23% | |||||||||||||||||
Interest rate | 3.10% | |||||||||||||||||
Revolving Credit Facility | STCW | Zydeco Pipeline Company LLC (“Zydeco”) | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Total Capacity | $ 30,000,000 | |||||||||||||||||
Line of credit facility, expiration period | 6 months | |||||||||||||||||
Five Year Fixed Facility | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument term | 5 years | |||||||||||||||||
Five Year Fixed Facility | Line of Credit | May 2017 Acquisition | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Consideration, funded with borrowings | 506,900,000 | |||||||||||||||||
Five Year Fixed Facility | Line of Credit | Shell Treasury Center West Inc | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Fixed interest rate | 3.23% | |||||||||||||||||
Five Year Fixed Facility | Line of Credit | Shell Treasury Center West Inc | May 2017 Acquisition | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Consideration, funded with borrowings | $ 506,900,000 | |||||||||||||||||
Five Year Revolver due December 2022 | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument term | 5 years | |||||||||||||||||
Interest rate | 2.50% | |||||||||||||||||
Five Year Revolver due December 2022 | Shell Treasury Center West Inc | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument term | 5 years | |||||||||||||||||
Five Year Revolver due December 2022 | Five Year Fixed Facility | December 2017 Acquisition | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Consideration, funded with borrowings | $ 825,000,000 | |||||||||||||||||
Five Year Revolver due October 2019 | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument term | 5 years | |||||||||||||||||
Five Year Revolver due October 2019 | Affiliated Entity | Shell Treasury Center West Inc | May 2016 Acquisition | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Consideration, funded with borrowings | $ 296,700,000 | |||||||||||||||||
Five Year Revolver due October 2019 | Shell Treasury Center West Inc | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument term | 5 years | |||||||||||||||||
Total Capacity | $ 760,000,000 | |||||||||||||||||
Credit facility issuance fee | $ 600,000 | |||||||||||||||||
Interest rate | 2.50% | |||||||||||||||||
Five Year Revolver due October 2019 | Revolving Credit Facility | Shell Treasury Center West Inc | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Repayments of credit facilities | $ 272,600,000 | |||||||||||||||||
364 Day Revolver | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument term | 364 days | |||||||||||||||||
364 Day Revolver | Shell Treasury Center West Inc | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Debt instrument term | 364 days | 364 days | ||||||||||||||||
Repayments of credit facilities | $ 137,400,000 | |||||||||||||||||
Fair Value, Inputs, Level 2 | ||||||||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||||||||
Carrying amount of total debt | 1,846,900,000 | $ 1,846,900,000 | ||||||||||||||||
Estimated fair value of total debt | $ 1,858,400,000 | $ 1,858,400,000 | ||||||||||||||||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | Sep. 01, 2016 | Dec. 01, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Capital Leased Assets [Line Items] | |||||
Monthly lease payment | $ 0.4 | ||||
Rental expense | $ 0.3 | $ 0.5 | $ 0.6 | ||
Short-term payment obligations | $ 5.8 | $ 5.9 | |||
Port Neches Tank Lease | |||||
Capital Leased Assets [Line Items] | |||||
Monthly lease payment | $ 0.4 | ||||
Minimum actual and premises operating cost difference percentage required for lease adjustment (more than) | 5.00% | ||||
Imputed interest rate on capital portion of lease | 15.00% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments for Lease Obligations (Details) $ in Millions | Dec. 31, 2017USD ($) |
Capital Leased Assets [Line Items] | |
Future minimum lease payments, Total | $ 68.3 |
Future minimum lease payments, 2018 | 4.7 |
Future minimum lease payments, 2019 | 4.7 |
Future minimum lease payments, 2020 | 4.8 |
Future minimum lease payments, 2021 | 4.8 |
Future minimum lease payments, 2022 | 4.8 |
Future minimum lease payments, Remainder | 44.5 |
Port Neches Storage Tanks | |
Capital Leased Assets [Line Items] | |
Capital lease for Port Neches storage tanks, Total | 58.7 |
Capital lease for Port Neches storage tanks, 2018 | 4.3 |
Capital lease for Port Neches storage tanks, 2019 | 4.3 |
Capital lease for Port Neches storage tanks, 2020 | 4.3 |
Capital lease for Port Neches storage tanks, 2021 | 4.3 |
Capital lease for Port Neches storage tanks, 2022 | 4.3 |
Capital lease for Port Neches storage tanks, Remainder | 37.2 |
Capital lease for Port Neches storage tanks, interest | 33.4 |
Capital lease for Port Neches storage tanks, principal | 24.9 |
Capital lease for Port Neches storage tanks, executory costs | 10.3 |
Operating lease of land | |
Capital Leased Assets [Line Items] | |
Operating lease for land, Total | 2.7 |
Operating lease for land, 2018 | 0.2 |
Operating lease for land, 2019 | 0.2 |
Operating lease for land, 2020 | 0.2 |
Operating lease for land, 2021 | 0.2 |
Operating lease for land, 2022 | 0.2 |
Operating lease for land, Remainder | 1.7 |
Lease of platform space and tie-in | |
Capital Leased Assets [Line Items] | |
Operating lease for land, Total | 6.9 |
Operating lease for land, 2018 | 0.2 |
Operating lease for land, 2019 | 0.2 |
Operating lease for land, 2020 | 0.3 |
Operating lease for land, 2021 | 0.3 |
Operating lease for land, 2022 | 0.3 |
Operating lease for land, Remainder | $ 5.6 |
(Deficit) Equity - Additional I
(Deficit) Equity - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Class of Stock [Line Items] | |
Aggregate percentage of interest | 2.00% |
General Partner | Shell Pipeline Company L P | |
Class of Stock [Line Items] | |
Aggregate percentage of interest | 2.00% |
Limited Partner | Shell Pipeline Company L P | |
Class of Stock [Line Items] | |
Aggregate percentage of interest | 98.00% |
(Deficit) Equity - At-the-Marke
(Deficit) Equity - At-the-Market Program (Details) - USD ($) | Sep. 15, 2017 | Jun. 09, 2016 | May 23, 2016 | Mar. 29, 2016 | Mar. 02, 2016 | May 18, 2015 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common units, maximum (in units) | $ 300,000,000 | ||||||||||||||
Units issued in connection with private placement (in units) | 5,402,985 | 765,307 | |||||||||||||
Net proceeds from private equity placement | $ 0 | $ 0 | [1] | $ 297,400,000 | [1] | ||||||||||
Consideration for units issued in connection with private placement | $ 5,800,000 | $ 9,800,000 | [1] | 6,100,000 | [1] | ||||||||||
Aggregate percentage of interest | 2.00% | ||||||||||||||
Net proceeds from public offerings | [2] | $ 297,400,000 | |||||||||||||
364 Day Revolver | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Debt instrument term | 364 days | ||||||||||||||
Shell Treasury Center West Inc | Five Year Revolver | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Debt instrument term | 5 years | 5 years | 5 years | ||||||||||||
Shell Treasury Center West Inc | 364 Day Revolver | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Debt instrument term | 364 days | 364 days | |||||||||||||
May 2016 Acquisition | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Consideration for units issued in connection with private placement | $ 7,100,000 | ||||||||||||||
Common Units | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Units issued in connection with private placement (in units) | 7,692,308 | 5,200,000 | |||||||||||||
Net proceeds from private equity placement | $ 297,400,000 | $ 139,800,000 | |||||||||||||
Gross proceed issuance of private placement offering | $ 300,000,000 | $ 140,200,000 | |||||||||||||
Common units per share (in units per share) | $ 39 | $ 26.96 | |||||||||||||
Placement fees (less than) | $ 2,600,000 | $ 400,000 | |||||||||||||
Consideration for units issued in connection with private placement | $ 6,100,000 | ||||||||||||||
General Partner | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Units issued in connection with private placement (in units) | 156,986 | 106,122 | 1,938 | 15,307 | 108,060 | 15,307 | |||||||||
Consideration for units issued in connection with private placement | $ 1,100,000 | $ 8,200,000 | $ 2,900,000 | $ 100,000 | $ 500,000 | ||||||||||
General Public | Common Units | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Units issued in connection with private placement (in units) | 94,925 | 750,000 | 5,294,925 | 750,000 | |||||||||||
Gross proceed issuance of private placement offering | $ 3,000,000 | $ 25,500,000 | |||||||||||||
Common units per share (in units per share) | $ 26.14 | $ 33.25 | $ 33.25 | $ 31.75 | $ 31.51 | $ 34 | |||||||||
Placement fees (less than) | $ 100,000 | $ 400,000 | $ 200,000 | $ 100,000 | $ 100,000 | ||||||||||
Net proceeds from public offerings | $ 2,900,000 | $ 25,400,000 | |||||||||||||
Shell Pipeline Company L P | Common Units | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Units issued in connection with private placement (in units) | 0 | 0 | |||||||||||||
Shell Pipeline Company L P | General Partner | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Aggregate percentage of interest | 2.00% | ||||||||||||||
Shell Pipeline Company L P | General Partner | May 2016 Acquisition | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Aggregate percentage of interest | 2.00% | ||||||||||||||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | ||||||||||||||
[2] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
(Deficit) Equity - Public Offer
(Deficit) Equity - Public Offerings (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 15, 2017 | Jun. 09, 2016 | May 23, 2016 | Mar. 29, 2016 | Nov. 17, 2015 | May 18, 2015 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Class of Stock [Line Items] | ||||||||||||||||
Units issued in connection with public offering (in units) | 5,275,510 | 25,229,591 | ||||||||||||||
Net proceeds from public offerings | [1] | $ 277.9 | $ 818.1 | $ 296.8 | ||||||||||||
Contributions from general partner | $ 2.8 | $ 5.8 | [1] | 16.9 | [1] | 6.1 | [1] | |||||||||
Aggregate percentage of interest | 2.00% | |||||||||||||||
Consideration for units issued in connection with private placement | $ 5.8 | 9.8 | [2] | 6.1 | [2] | |||||||||||
Net proceeds from public offerings | $ 277.9 | $ 818.1 | [2] | 296.8 | [2] | |||||||||||
May 2016 Acquisition | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Consideration for units issued in connection with private placement | $ 7.1 | |||||||||||||||
364 Day Revolver | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Debt instrument term | 364 days | |||||||||||||||
Five Year Revolver due October 2019 | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Debt instrument term | 5 years | |||||||||||||||
Shell Treasury Center West Inc | Five Year Revolver | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Debt instrument term | 5 years | 5 years | 5 years | |||||||||||||
Shell Treasury Center West Inc | 364 Day Revolver | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Debt instrument term | 364 days | 364 days | ||||||||||||||
Shell Treasury Center West Inc | Five Year Revolver due October 2019 | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Debt instrument term | 5 years | |||||||||||||||
Common Units | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Units issued in connection with public offering (in units) | 9,200,000 | |||||||||||||||
Common units per share (in units per share) | $ 39 | $ 26.96 | ||||||||||||||
Gross proceeds from public offering | $ 299.4 | |||||||||||||||
Underwriter fees | 2.6 | |||||||||||||||
Placement fees | $ 2.6 | $ 0.4 | ||||||||||||||
Consideration for units issued in connection with private placement | $ 6.1 | |||||||||||||||
Net proceeds from public offerings | $ 296.8 | |||||||||||||||
Common Units | May 2016 Acquisition | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Units issued in connection with public offering (in units) | 10,500,000 | |||||||||||||||
Net proceeds from public offerings | $ 345.8 | |||||||||||||||
Common Units | General Public | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Units issued in connection with public offering (in units) | 5,170,000 | 1,575,000 | 12,650,000 | 5,170,000 | 24,725,000 | |||||||||||
Net proceeds from public offerings | $ 135.1 | $ 51.8 | $ 395.1 | |||||||||||||
Common units per share (in units per share) | $ 26.14 | $ 33.25 | $ 33.25 | $ 31.75 | $ 31.51 | $ 34 | ||||||||||
Gross proceeds from public offering | $ 52.4 | $ 349.1 | $ 401.6 | |||||||||||||
Underwriter fees | 0.5 | 2.9 | 6.3 | |||||||||||||
Placement fees | $ 0.1 | $ 0.4 | $ 0.2 | $ 0.1 | $ 0.1 | |||||||||||
Common Units | Shell Pipeline Company L P | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Units issued in connection with public offering (in units) | 0 | 0 | ||||||||||||||
General Partner | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Units issued in connection with public offering (in units) | 105,510 | 32,143 | 258,163 | 187,755 | 105,510 | 504,591 | ||||||||||
Consideration for units issued in connection with private placement | $ 1.1 | $ 8.2 | $ 2.9 | $ 0.1 | $ 0.5 | |||||||||||
General Partner | May 2016 Acquisition | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Units issued in connection with public offering (in units) | 214,285 | |||||||||||||||
General Partner | Shell Pipeline Company L P | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Net proceeds from public offerings | $ 0 | |||||||||||||||
Contributions from general partner | $ 5.8 | $ 16.9 | $ 6.1 | |||||||||||||
Aggregate percentage of interest | 2.00% | |||||||||||||||
General Partner | Shell Pipeline Company L P | May 2016 Acquisition | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Aggregate percentage of interest | 2.00% | |||||||||||||||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | |||||||||||||||
[2] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
(Deficit) Equity - Private Plac
(Deficit) Equity - Private Placement (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 09, 2016 | May 23, 2016 | Mar. 29, 2016 | May 18, 2015 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | [1] | |
Class of Stock [Line Items] | ||||||||||||
Units issued in connection with private placement (in units) | 5,402,985 | 765,307 | ||||||||||
Net proceeds from private equity placement | $ 0 | $ 0 | [1] | $ 297.4 | ||||||||
Consideration for units issued in connection with private placement | $ 5.8 | $ 9.8 | [1] | $ 6.1 | ||||||||
Aggregate percentage of interest | 2.00% | |||||||||||
Common Units | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Units issued in connection with private placement (in units) | 7,692,308 | 5,200,000 | ||||||||||
Net proceeds from private equity placement | $ 297.4 | $ 139.8 | ||||||||||
Gross proceed issuance of private placement offering | $ 300 | $ 140.2 | ||||||||||
Common units per share (in units per share) | $ 39 | $ 26.96 | ||||||||||
Placement fees | $ 2.6 | $ 0.4 | ||||||||||
Consideration for units issued in connection with private placement | $ 6.1 | |||||||||||
General Partner | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Units issued in connection with private placement (in units) | 156,986 | 106,122 | 1,938 | 15,307 | 108,060 | 15,307 | ||||||
Consideration for units issued in connection with private placement | $ 1.1 | $ 8.2 | $ 2.9 | $ 0.1 | $ 0.5 | |||||||
May 2016 Acquisition | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Consideration for units issued in connection with private placement | $ 7.1 | |||||||||||
Shell Pipeline Company L P | Common Units | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Units issued in connection with private placement (in units) | 0 | 0 | ||||||||||
Shell Pipeline Company L P | General Partner | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Aggregate percentage of interest | 2.00% | |||||||||||
Shell Pipeline Company L P | May 2016 Acquisition | General Partner | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Aggregate percentage of interest | 2.00% | |||||||||||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
(Deficit) Equity - Units Outsta
(Deficit) Equity - Units Outstanding (Details) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | |||
Capital units, publicly owned (in units) | 191,614,662 | 180,936,167 | 154,941,269 |
Aggregate percentage of interest | 2.00% | ||
Common Units | |||
Class of Stock [Line Items] | |||
Limited partners' capital account, units outstanding (in units) | 187,782,369 | ||
General Partner | |||
Class of Stock [Line Items] | |||
Capital units, publicly owned (in units) | 3,832,293 | 3,618,723 | 3,098,825 |
General Public | Common Units | |||
Class of Stock [Line Items] | |||
Limited partners' capital account, units outstanding (in units) | 98,832,233 | 88,367,308 | |
Capital units, publicly owned (in units) | 98,832,233 | 88,367,308 | 62,892,308 |
Shell Pipeline Company L P | |||
Class of Stock [Line Items] | |||
General partners' capital account, units outstanding (in units) | 3,832,293 | 3,618,723 | |
Shell Pipeline Company L P | Common Units | |||
Class of Stock [Line Items] | |||
Limited partners' capital account, units outstanding (in units) | 88,950,136 | 21,475,068 | |
Capital units, publicly owned (in units) | 88,950,136 | 21,475,068 | 21,475,068 |
Shell Pipeline Company L P | Limited Partners' Common Units | |||
Class of Stock [Line Items] | |||
Ownership interest (in percentage) | 46.40% | ||
Shell Pipeline Company L P | General Partner | |||
Class of Stock [Line Items] | |||
General partners' capital account, units outstanding (in units) | 3,832,293 | ||
Aggregate percentage of interest | 2.00% | ||
Shell Pipeline Company L P | General Partner | May 2016 Acquisition | |||
Class of Stock [Line Items] | |||
Aggregate percentage of interest | 2.00% |
(Deficit) Equity - Schedule of
(Deficit) Equity - Schedule of Number of Units Outstanding (Details) - shares | Sep. 15, 2017 | Jun. 09, 2016 | May 23, 2016 | Mar. 29, 2016 | Nov. 17, 2015 | May 18, 2015 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Beginning balance (in units) | 154,941,269 | 180,936,167 | 154,941,269 | ||||||||
Expiration of subordination period (in units) | 0 | ||||||||||
Units issued in connection with private placement (in units) | 5,402,985 | 765,307 | |||||||||
Units issued in connection with public offering (in units) | 5,275,510 | 25,229,591 | |||||||||
Ending balance (in units) | 191,614,662 | 180,936,167 | |||||||||
Common Units | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Units issued in connection with private placement (in units) | 7,692,308 | 5,200,000 | |||||||||
Units issued in connection with public offering (in units) | 9,200,000 | ||||||||||
General Partner | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Beginning balance (in units) | 3,098,825 | 3,618,723 | 3,098,825 | ||||||||
Expiration of subordination period (in units) | 0 | ||||||||||
Units issued in connection with private placement (in units) | 156,986 | 106,122 | 1,938 | 15,307 | 108,060 | 15,307 | |||||
Units issued in connection with public offering (in units) | 105,510 | 32,143 | 258,163 | 187,755 | 105,510 | 504,591 | |||||
Ending balance (in units) | 3,832,293 | 3,618,723 | |||||||||
General Public | Common Units | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Beginning balance (in units) | 62,892,308 | 88,367,308 | 62,892,308 | ||||||||
Expiration of subordination period (in units) | 0 | ||||||||||
Units issued in connection with private placement (in units) | 94,925 | 750,000 | 5,294,925 | 750,000 | |||||||
Units issued in connection with public offering (in units) | 5,170,000 | 1,575,000 | 12,650,000 | 5,170,000 | 24,725,000 | ||||||
Ending balance (in units) | 98,832,233 | 88,367,308 | |||||||||
Shell Pipeline Company L P | Common Units | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Beginning balance (in units) | 21,475,068 | 21,475,068 | 21,475,068 | ||||||||
Expiration of subordination period (in units) | 67,475,068 | ||||||||||
Units issued in connection with private placement (in units) | 0 | 0 | |||||||||
Units issued in connection with public offering (in units) | 0 | 0 | |||||||||
Ending balance (in units) | 88,950,136 | 21,475,068 | |||||||||
Shell Pipeline Company L P | Subordinate Units | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Beginning balance (in units) | 67,475,068 | 67,475,068 | 67,475,068 | ||||||||
Expiration of subordination period (in units) | (67,475,068) | ||||||||||
Units issued in connection with private placement (in units) | 0 | 0 | |||||||||
Units issued in connection with public offering (in units) | 0 | 0 | |||||||||
Ending balance (in units) | 0 | 67,475,068 |
(Deficit) Equity - Expiration o
(Deficit) Equity - Expiration of Subordination Period (Details) | Feb. 15, 2017shares |
Common units | |
Class of Stock [Line Items] | |
Shares converted (in shares) | 67,475,068 |
(Deficit) Equity - Schedule o70
(Deficit) Equity - Schedule of Distributions Declared and/or Paid (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | [1] | Dec. 31, 2015 | [1] | |
Distribution Made To Limited Partner [Line Items] | ||||||||||||||||||
Distributions declared and/or paid | $ 83.1 | $ 77.4 | $ 68.2 | $ 63.6 | $ 58.6 | $ 53.9 | $ 49 | $ 41.7 | $ 35.3 | $ 30.3 | $ 27.7 | $ 24.1 | $ 14.4 | |||||
Distributions per Limited Partner unit (in dollars per share) | $ 0.3330 | $ 0.31800 | $ 0.30410 | $ 0.29100 | $ 0.277000 | $ 0.26375 | $ 0.25000 | $ 0.23500 | $ 0.2200 | $ 0.2050 | $ 0.1900 | $ 0.1750 | $ 0.1042 | $ 1.2461 | $ 1.0258 | $ 0.79 | ||
Aggregate percentage of interest | 2.00% | |||||||||||||||||
Shell Pipeline Company L P | ||||||||||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||||||||||
Distributions declared and/or paid | $ 0 | $ 0 | $ 0 | $ 0 | $ 18.7 | $ 17.8 | $ 16.9 | $ 15.8 | $ 14.8 | $ 13.9 | $ 12.8 | $ 11.8 | $ 7.1 | |||||
Common Units | General Public | ||||||||||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||||||||||
Distributions declared and/or paid | 32.9 | 31.4 | 26.9 | 25.7 | 24.5 | 23.3 | 22 | 17.9 | 13.9 | 11 | 10.2 | 8 | 4.8 | |||||
Common Units | Shell Pipeline Company L P | ||||||||||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||||||||||
Distributions declared and/or paid | 29.6 | 28.3 | 27 | 25.9 | 5.9 | 5.7 | 5.4 | 5.1 | 4.7 | 4.4 | 4.1 | 3.8 | 2.2 | |||||
General Partner | ||||||||||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||||||||||
Distributions declared and/or paid | 1.7 | 1.5 | 1.4 | 1.3 | 1.2 | 1.1 | 1 | 0.9 | 0.7 | 0.6 | 0.5 | 0.5 | 0.3 | |||||
General Partner | Shell Pipeline Company L P | ||||||||||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||||||||||
Aggregate percentage of interest | 2.00% | |||||||||||||||||
General Partner | General Partner IDR's | ||||||||||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||||||||||
Distributions declared and/or paid | $ 18.9 | $ 16.2 | $ 12.9 | $ 10.7 | $ 8.3 | $ 6 | $ 3.7 | $ 2 | $ 1.2 | $ 0.4 | $ 0.1 | $ 0 | $ 0 | |||||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
(Deficit) Equity - Distribution
(Deficit) Equity - Distributions to Noncontrolling Interest (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Zydeco Pipeline Company LLC (“Zydeco”) | |||
Class of Stock [Line Items] | |||
Distributions to noncontrolling interest | $ 8.9 | $ 20.3 | $ 67.1 |
Odyssey Pipeline L.L.C. | |||
Class of Stock [Line Items] | |||
Distributions to noncontrolling interest | $ 10 | $ 9.9 | $ 6.1 |
Net Income Per Limited Partne72
Net Income Per Limited Partner Unit - Schedule of Allocation of Net Income to Arrive at Net Income Per Limited Partner Unit (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Limited Partners Capital Account [Line Items] | ||||||||||||||
Net income | $ 102.5 | $ 99.5 | $ 91.7 | $ 98.1 | $ 95.5 | $ 84.4 | $ 98.6 | $ 99 | $ 391.8 | [1] | $ 377.5 | [1],[2],[3] | $ 374 | [1],[2],[3] |
Net income attributable to the Parent | 77.3 | 102.3 | [3] | 133.8 | [3] | |||||||||
Net income attributable to noncontrolling interests | 19.2 | 30.3 | [3] | 73.1 | [3] | |||||||||
Net income attributable to the Partnership | $ 86.4 | $ 72.6 | $ 65.5 | $ 70.8 | $ 69.5 | $ 56.3 | $ 63.8 | $ 55.3 | 295.3 | 244.9 | [3] | 167.1 | [3] | |
Partner distribution declared | 292.3 | 203.2 | 117.4 | |||||||||||
Income in excess of distributions | 3 | 41.7 | 49.7 | |||||||||||
General Partner | ||||||||||||||
Limited Partners Capital Account [Line Items] | ||||||||||||||
Net income attributable to the Partnership | 64.6 | 25 | 5 | |||||||||||
Partner distribution declared | 64.6 | 24.2 | 4 | |||||||||||
Income in excess of distributions | 0 | 0.8 | 1 | |||||||||||
Limited Partners' Common Units | ||||||||||||||
Limited Partners Capital Account [Line Items] | ||||||||||||||
Net income attributable to the Partnership | 230.7 | 134.4 | 85.5 | |||||||||||
Partner distribution declared | 227.7 | 109.8 | 60.1 | |||||||||||
Income in excess of distributions | 3 | 24.6 | 25.4 | |||||||||||
Limited Partner's Subordinated Units | ||||||||||||||
Limited Partners Capital Account [Line Items] | ||||||||||||||
Net income attributable to the Partnership | 85.5 | 76.6 | ||||||||||||
Partner distribution declared | $ 0 | 69.2 | 53.3 | |||||||||||
Income in excess of distributions | $ 16.3 | $ 23.3 | ||||||||||||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | |||||||||||||
[2] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | |||||||||||||
[3] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Net Income Per Limited Partne73
Net Income Per Limited Partner Unit - Schedule of Basic and Diluted Net Income Per Unit (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Distribution Made To Limited Partner [Line Items] | |||||||||||||
Distributions declared | $ 292.3 | $ 203.2 | $ 117.4 | ||||||||||
Income in excess of distributions | 3 | 41.7 | 49.7 | ||||||||||
Net income attributable to the Partnership | $ 86.4 | $ 72.6 | $ 65.5 | $ 70.8 | $ 69.5 | $ 56.3 | $ 63.8 | $ 55.3 | $ 295.3 | $ 244.9 | [1] | $ 167.1 | [1] |
Weighted average units outstanding (in millions): | |||||||||||||
Basic and diluted (in shares) | 184.1 | 172.9 | 143.8 | ||||||||||
Net income per limited partner unit (in dollars): | |||||||||||||
Basic and diluted (in dollars per share) | $ 0.35 | $ 0.31 | $ 0.29 | $ 0.33 | $ 0.34 | $ 0.28 | $ 0.35 | $ 0.36 | |||||
General Partner | |||||||||||||
Distribution Made To Limited Partner [Line Items] | |||||||||||||
Distributions declared | $ 64.6 | $ 24.2 | $ 4 | ||||||||||
Income in excess of distributions | 0 | 0.8 | 1 | ||||||||||
Net income attributable to the Partnership | $ 64.6 | $ 25 | $ 5 | ||||||||||
Weighted average units outstanding (in millions): | |||||||||||||
Basic and diluted (in shares) | 3.7 | 3.5 | 2.9 | ||||||||||
Limited Partners' Common Units | |||||||||||||
Distribution Made To Limited Partner [Line Items] | |||||||||||||
Distributions declared | $ 227.7 | $ 109.8 | $ 60.1 | ||||||||||
Income in excess of distributions | 3 | 24.6 | 25.4 | ||||||||||
Net income attributable to the Partnership | $ 230.7 | $ 134.4 | $ 85.5 | ||||||||||
Weighted average units outstanding (in millions): | |||||||||||||
Basic and diluted (in shares) | 180.4 | 101.9 | 73.4 | ||||||||||
Net income per limited partner unit (in dollars): | |||||||||||||
Basic and diluted (in dollars per share) | $ 1.28 | $ 1.32 | $ 1.16 | ||||||||||
Limited Partner's Subordinated Units | |||||||||||||
Distribution Made To Limited Partner [Line Items] | |||||||||||||
Distributions declared | $ 0 | $ 69.2 | $ 53.3 | ||||||||||
Income in excess of distributions | 16.3 | 23.3 | |||||||||||
Net income attributable to the Partnership | $ 85.5 | $ 76.6 | |||||||||||
Weighted average units outstanding (in millions): | |||||||||||||
Basic and diluted (in shares) | 67.5 | 67.5 | |||||||||||
Net income per limited partner unit (in dollars): | |||||||||||||
Basic and diluted (in dollars per share) | $ 1.27 | $ 1.14 | |||||||||||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Transactions with Major Custo74
Transactions with Major Customers and Concentration of Credit Risk - Schedule of Revenues from Third Party Customers (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Concentration Risk [Line Items] | |||||||||||||
Total revenue | $ 126.8 | $ 121.8 | $ 112.4 | $ 109.1 | $ 115.1 | $ 107.7 | $ 112.9 | $ 117.2 | $ 470.1 | $ 452.9 | [1] | $ 485.5 | [1] |
Customer C | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Total revenue | $ 70.3 | $ 72.9 | $ 85.7 | ||||||||||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Transactions with Major Custo75
Transactions with Major Customers and Concentration of Credit Risk - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Concentration Risk [Line Items] | |||
Cash and cash equivalents in excess of FDIC limits | $ 137 | ||
Maximum | |||
Concentration Risk [Line Items] | |||
Receivables payment terms | 30 days | ||
Sales Revenue Net | Customer Concentration Risk | Parent and Affiliates | |||
Concentration Risk [Line Items] | |||
Revenue with parent as percentage of total revenues | 49.90% | 44.50% | 44.70% |
Transactions with Major Custo76
Transactions with Major Customers and Concentration of Credit Risk - Schedule of Accounts Receivable from Third Party Customers (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Customer C | |||
Concentration Risk [Line Items] | |||
Accounts receivable, net | $ 5.8 | $ 6.3 | $ 7.2 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Sep. 01, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Loss Contingencies [Line Items] | ||||
Clean-up costs accrued | $ 0.3 | $ 6.8 | ||
Accrual for settlement of litigation | $ 2.3 | |||
Monthly lease payment | $ 0.4 | |||
Initial term of contract | 10 years | |||
Renewal term | 1 year | |||
Shell Pipeline Company L P | ||||
Loss Contingencies [Line Items] | ||||
Reimbursements related to costs and expenses for maintenance projects | $ 16.1 | $ 3 | $ 12.9 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 06, 2018 | Jan. 25, 2018 | Sep. 15, 2017 | Jun. 09, 2016 | May 23, 2016 | Mar. 29, 2016 | Nov. 17, 2015 | May 18, 2015 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Distributions per Limited Partner unit (in dollars per share) | $ 0.3330 | $ 0.31800 | $ 0.30410 | $ 0.29100 | $ 0.277000 | $ 0.26375 | $ 0.25000 | $ 0.23500 | $ 0.2200 | $ 0.2050 | $ 0.1900 | $ 0.1750 | $ 0.1042 | $ 1.2461 | $ 1.0258 | [1] | $ 0.79 | [1] | ||||||||
Units issued in connection with public offering (in units) | 5,275,510 | 25,229,591 | ||||||||||||||||||||||||
Contributions from general partner | $ 5.8 | $ 9.8 | [2] | $ 6.1 | [2] | |||||||||||||||||||||
Aggregate percentage of interest | 2.00% | |||||||||||||||||||||||||
Units issued in connection with private placement (in units) | 5,402,985 | 765,307 | ||||||||||||||||||||||||
Number of days within combined tax filing submission | 15 days | |||||||||||||||||||||||||
Common Units | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Gross proceeds from public offering | $ 299.4 | |||||||||||||||||||||||||
Underwriter fees | $ 2.6 | |||||||||||||||||||||||||
Placement fees | $ 2.6 | $ 0.4 | ||||||||||||||||||||||||
Units issued in connection with public offering (in units) | 9,200,000 | |||||||||||||||||||||||||
Contributions from general partner | $ 6.1 | |||||||||||||||||||||||||
Units issued in connection with private placement (in units) | 7,692,308 | 5,200,000 | ||||||||||||||||||||||||
Gross proceed issuance of private placement offering | $ 300 | $ 140.2 | ||||||||||||||||||||||||
General Partner | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Units issued in connection with public offering (in units) | 105,510 | 32,143 | 258,163 | 187,755 | 105,510 | 504,591 | ||||||||||||||||||||
Contributions from general partner | $ 1.1 | $ 8.2 | $ 2.9 | $ 0.1 | $ 0.5 | |||||||||||||||||||||
Units issued in connection with private placement (in units) | 156,986 | 106,122 | 1,938 | 15,307 | 108,060 | 15,307 | ||||||||||||||||||||
Shell Pipeline Company L P | Common Units | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Units issued in connection with public offering (in units) | 0 | 0 | ||||||||||||||||||||||||
Units issued in connection with private placement (in units) | 0 | 0 | ||||||||||||||||||||||||
Shell Pipeline Company L P | General Partner | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Aggregate percentage of interest | 2.00% | |||||||||||||||||||||||||
Subsequent Event | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Distributions per Limited Partner unit (in dollars per share) | $ 0.333 | |||||||||||||||||||||||||
May 2016 Acquisition | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Contributions from general partner | $ 7.1 | |||||||||||||||||||||||||
May 2016 Acquisition | Common Units | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Units issued in connection with public offering (in units) | 10,500,000 | |||||||||||||||||||||||||
May 2016 Acquisition | General Partner | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Units issued in connection with public offering (in units) | 214,285 | |||||||||||||||||||||||||
May 2016 Acquisition | Shell Pipeline Company L P | General Partner | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Aggregate percentage of interest | 2.00% | |||||||||||||||||||||||||
IPO | Subsequent Event | Common Units | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Sale of common units (in units) | 25,000,000 | |||||||||||||||||||||||||
Net proceeds from public offering | $ 673.5 | |||||||||||||||||||||||||
Gross proceeds from public offering | $ 680 | |||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 27.20 | |||||||||||||||||||||||||
Underwriter fees | $ 6 | |||||||||||||||||||||||||
Placement fees | $ 0.5 | |||||||||||||||||||||||||
Units issued in connection with public offering (in units) | 3,750,000 | |||||||||||||||||||||||||
IPO | Subsequent Event | General Partner | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Units issued in connection with public offering (in units) | 510,204 | |||||||||||||||||||||||||
Contributions from general partner | $ 13.9 | |||||||||||||||||||||||||
Private Placement | Subsequent Event | Common Units | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 27.20 | |||||||||||||||||||||||||
Units issued in connection with private placement (in units) | 11,029,412 | |||||||||||||||||||||||||
Gross proceed issuance of private placement offering | $ 300 | |||||||||||||||||||||||||
Private Placement | Subsequent Event | General Partner | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Contributions from general partner | $ 6.1 | |||||||||||||||||||||||||
Units issued in connection with private placement (in units) | 225,091 | |||||||||||||||||||||||||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | |||||||||||||||||||||||||
[2] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |
Selected Quarterly Financial 79
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | [1] | Dec. 31, 2015 | [1] | ||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Total Revenues | $ 126.8 | $ 121.8 | $ 112.4 | $ 109.1 | $ 115.1 | $ 107.7 | $ 112.9 | $ 117.2 | $ 470.1 | $ 452.9 | $ 485.5 | |||
Income Before Income Taxes | 102.6 | 99.5 | 91.7 | 98.1 | 95.5 | 84.4 | 98.6 | 99 | 391.9 | 377.5 | 373.9 | |||
Net income | 102.5 | 99.5 | 91.7 | 98.1 | 95.5 | 84.4 | 98.6 | 99 | 391.8 | [2] | 377.5 | [2],[3] | 374 | [2],[3] |
Net Income Attributable to the Partnership | 86.4 | 72.6 | 65.5 | 70.8 | 69.5 | 56.3 | 63.8 | 55.3 | 295.3 | 244.9 | 167.1 | |||
Limited Partners' Interest in Net Income Attributable to the Partnership | $ 65.8 | $ 55 | $ 51.2 | $ 58.7 | $ 59.8 | $ 49.1 | $ 58.8 | $ 52.2 | $ 230.7 | $ 219.9 | $ 162.1 | |||
Net income per Limited Partner Unit - Basic and Diluted (in dollars per share) | $ 0.35 | $ 0.31 | $ 0.29 | $ 0.33 | $ 0.34 | $ 0.28 | $ 0.35 | $ 0.36 | ||||||
[1] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | |||||||||||||
[2] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. | |||||||||||||
[3] | The financial information presented has been retrospectively adjusted for acquisitions of businesses under common control. |