Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 24, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36710 | ||
Entity Registrant Name | Shell Midstream Partners, L.P. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-5223743 | ||
Entity Address, Address Line One | 150 N. Dairy Ashford | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77079 | ||
City Area Code | 832 | ||
Local Phone Number | 337-2034 | ||
Title of 12(b) Security | Common Units, Representing Limited Partner Interests | ||
Trading Symbol | SHLX | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,828 | ||
Entity Common Stock, Shares Outstanding | 393,289,537 | ||
Documents Incorporated by Reference | Documents incorporated by reference: None | ||
Entity Central Index Key | 0001610466 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Houston, Texas |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 361 | $ 320 |
Accounts receivable – third parties, net | 16 | 20 |
Accounts receivable – related parties | 40 | 21 |
Allowance oil | 22 | 9 |
Prepaid expenses | 26 | 24 |
Total current assets | 465 | 394 |
Equity method investments | 974 | 1,013 |
Property, plant and equipment, net | 654 | 699 |
Operating lease right-of-use assets | 3 | 4 |
Other investments | 2 | 2 |
Contract assets – related parties | 218 | 233 |
Other assets – related parties | 2 | 2 |
Total assets | 2,318 | 2,347 |
Current liabilities | ||
Accounts payable – third parties | 4 | 5 |
Accounts payable – related parties | 17 | 16 |
Deferred revenue – third parties | 2 | 4 |
Deferred revenue – related parties | 31 | 19 |
Accrued liabilities – third parties | 11 | 10 |
Accrued liabilities – related parties | 24 | 28 |
Debt payable – related party | 400 | 0 |
Total current liabilities | 489 | 82 |
Noncurrent liabilities | ||
Debt payable – related party | 2,292 | 2,692 |
Operating lease liabilities | 4 | 4 |
Finance lease liabilities | 23 | 24 |
Deferred revenue and other unearned income | 3 | 3 |
Total noncurrent liabilities | 2,322 | 2,723 |
Total liabilities | 2,811 | 2,805 |
Commitments and Contingencies | ||
(DEFICIT) EQUITY | ||
Preferred unitholders (50,782,904 units issued and outstanding as of both December 31, 2021 and December 31, 2020) | (1,059) | (1,059) |
Financing receivables – related parties | (293) | (298) |
Accumulated other comprehensive loss | (8) | (9) |
Total partners’ deficit | (494) | (481) |
Noncontrolling interests | 1 | 23 |
Total deficit | (493) | (458) |
Total liabilities and deficit | $ 2,318 | 2,347 |
Common unitholders' capital account, units outstanding (in shares) | 393,289,537 | |
Common Units | ||
(DEFICIT) EQUITY | ||
Common unitholders | $ 3,354 | $ 3,382 |
Common unitholders' capital account, units outstanding (in shares) | 123,832,233 | 123,832,233 |
Shell Pipeline Company L P | Common Units | ||
(DEFICIT) EQUITY | ||
Common unitholders | $ (2,488) | $ (2,497) |
Common unitholders' capital account, units outstanding (in shares) | 269,457,304 | 269,457,304 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common unitholders' capital account, units outstanding (in shares) | 393,289,537 | |
Common unitholders | ||
Common unitholders' capital account, units issued (in shares) | 123,832,233 | 123,832,233 |
Common unitholders' capital account, units outstanding (in shares) | 123,832,233 | 123,832,233 |
Shell Pipeline Company L P | ||
Preferred units, issued (in shares) | 50,782,904 | 50,782,904 |
Preferred units, outstanding (in shares) | 50,782,904 | 50,782,904 |
Shell Pipeline Company L P | Common unitholders | ||
Common unitholders' capital account, units issued (in shares) | 269,457,304 | 269,457,304 |
Common unitholders' capital account, units outstanding (in shares) | 269,457,304 | 269,457,304 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | |||
Revenue from contract with customer | $ 500 | $ 424 | $ 447 |
Total revenue | 556 | 481 | 503 |
Costs and expenses | |||
Operations and maintenance – third parties | 48 | 48 | 65 |
Operations and maintenance – related parties | 124 | 114 | 59 |
Cost of product sold | 29 | 24 | 36 |
Loss from impairment of fixed assets and revision of ARO | 3 | 0 | 2 |
General and administrative – third parties | 6 | 7 | 11 |
General and administrative – related parties | 45 | 49 | 49 |
Depreciation, amortization and accretion | 50 | 50 | 49 |
Property and other taxes | 19 | 20 | 17 |
Total costs and expenses | 324 | 312 | 288 |
Operating income | 232 | 169 | 215 |
Income from equity method investments | 352 | 417 | 373 |
Dividend income from other investments | 0 | 0 | 14 |
Other income | 39 | 40 | 36 |
Investment, dividend and other income | 391 | 457 | 423 |
Interest income | 30 | 23 | 4 |
Interest expense | 85 | 93 | 96 |
Income before income taxes | 568 | 556 | 546 |
Income tax expense | 0 | 0 | 0 |
Net income | 568 | 556 | 546 |
Less: Net income attributable to noncontrolling interests | 12 | 13 | 18 |
Net income attributable to the Partnership | 556 | 543 | 528 |
Components of Limited Partners' Interest In Net Income Attributable to the Partnership's Common Unitholders | |||
Preferred unitholder’s interest in net income | 48 | 36 | 0 |
General partner’s interest in net income attributable to the Partnership | 0 | 55 | 147 |
Limited Partners’ interest in net income attributable to the Partnership’s common unitholders | $ 508 | $ 452 | $ 381 |
Net income per Limited Partner Unit - Basic and Diluted: | |||
Distributions per Limited Partner unit (in dollars per share) | $ 1.36 | $ 1.84 | $ 1.75 |
Common | |||
Net income per Limited Partner Unit - Basic and Diluted: | |||
Common - basic (in dollars per share) | 1.29 | 1.28 | 1.66 |
Common - diluted (in dollars per share) | $ 1.25 | $ 1.25 | $ 1.66 |
Common Unitholders Public | |||
Weighted average Limited Partner Units outstanding - Basic and Diluted: | |||
Common units - basic (in shares) | 123.8 | 123.8 | 123.8 |
Common units - diluted (in shares) | 123.8 | 123.8 | 123.8 |
Common Unitholder SPLC | |||
Weighted average Limited Partner Units outstanding - Basic and Diluted: | |||
Common units - basic (in shares) | 269.5 | 229.7 | 105.4 |
Common units - diluted (in shares) | 320.3 | 267.9 | 105.4 |
Third Parties | Transportation, Terminaling And Storage Services | |||
Revenue | |||
Revenue from contract with customer | $ 151 | $ 123 | $ 143 |
Third Parties | Product Revenue | |||
Revenue | |||
Revenue from contract with customer | 1 | 0 | 5 |
Related Parties | |||
Revenue | |||
Lease revenue – related parties | 56 | 57 | 56 |
Related Parties | Transportation, Terminaling And Storage Services | |||
Revenue | |||
Revenue from contract with customer | 312 | 282 | 264 |
Related Parties | Product Revenue | |||
Revenue | |||
Revenue from contract with customer | $ 36 | $ 19 | $ 35 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 568 | $ 556 | $ 546 |
Other comprehensive gain (loss), net of tax: | |||
Remeasurements of pension and other postretirement benefits related to equity method investments, net of tax | 1 | (1) | (2) |
Comprehensive income | 569 | 555 | 544 |
Noncontrolling interests | 12 | 13 | 18 |
Comprehensive income attributable to the Partnership | $ 557 | $ 542 | $ 526 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net income | $ 568 | $ 556 | $ 546 |
Adjustments to reconcile net income to net cash provided by operating activities | |||
Depreciation, amortization and accretion | 50 | 50 | 49 |
Amortization of contract assets - related parties | 15 | 11 | 0 |
Loss from impairment of fixed assets and revision of ARO | 3 | 0 | 2 |
Non-cash interest expense | 1 | 1 | 1 |
Allowance oil reduction to net realizable value | 0 | 8 | 1 |
Undistributed equity earnings | (5) | (4) | (6) |
Changes in operating assets and liabilities | |||
Accounts receivable | (15) | 0 | 7 |
Allowance oil | (13) | (6) | 0 |
Prepaid expenses and other assets | (1) | (7) | 0 |
Accounts payable | 1 | 7 | 2 |
Deferred revenue and other unearned income | 10 | 24 | (11) |
Accrued liabilities | (2) | 10 | 6 |
Net cash provided by operating activities | 612 | 650 | 597 |
Cash flows from investing activities | |||
Capital expenditures | (11) | (27) | (38) |
Acquisitions from Parent | 0 | 0 | (90) |
May 2021 Transaction | 10 | 0 | 0 |
Contributions to investment | (4) | 0 | (25) |
Return of investment | 48 | 91 | 66 |
Auger Divestiture | 2 | 0 | 0 |
Net cash provided by (used in) investing activities | 45 | 64 | (87) |
Cash flows from financing activities | |||
Payment of equity issuance costs | 0 | (2) | 0 |
Borrowings under credit facilities | 0 | 0 | 600 |
Capital distributions to general partner | 0 | 0 | (510) |
Distributions to noncontrolling interests | (12) | (16) | (17) |
Distributions to unitholders and general partner | (606) | (670) | (519) |
Other contributions from Parent | 0 | 2 | 19 |
Prepayment fee on credit facility | (2) | 0 | 0 |
Receipt of principal payments on financing receivables | 5 | 3 | 0 |
Repayment of principal on finance leases | (1) | (1) | (1) |
Net cash used in financing activities | (616) | (684) | (428) |
Net increase in cash and cash equivalents | 41 | 30 | 82 |
Cash and cash equivalents at beginning of the period | 320 | 290 | 208 |
Cash and cash equivalents at end of the period | 361 | 320 | 290 |
Non-cash investing and financing transactions: | |||
Change in accrued capital expenditures | $ 1 | $ (5) | $ (3) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN (DEFICIT) EQUITY - USD ($) $ in Millions | Total | Preferred Partner | Common Unitholders Public | Common Unitholder SPLC | General Partner SPLC | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, AdjustmentCommon Unitholders Public | Cumulative Effect, Period of Adoption, AdjustmentCommon Unitholder SPLC | Financing Receivables | Accumulated Other Comprehensive Loss | Noncontrolling Interests |
Beginning balance at Dec. 31, 2018 | $ (257) | $ 0 | $ 3,459 | $ (198) | $ (3,543) | $ (9) | $ (4) | $ (5) | $ 0 | $ 0 | $ 25 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 546 | 204 | 177 | 147 | 18 | ||||||
Other contributions from Parent | 19 | 25 | (6) | ||||||||
Other comprehensive income (loss) | (2) | (2) | |||||||||
Distributions to unitholders and general partner | (519) | (209) | (177) | (133) | |||||||
Distributions to noncontrolling interests | (17) | (17) | |||||||||
Acquisitions | (510) | (510) | |||||||||
Ending balance at Dec. 31, 2019 | (749) | 0 | 3,450 | (203) | (4,014) | 0 | (8) | 26 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 556 | 36 | 160 | 292 | 55 | 13 | |||||
Other contributions from Parent | 2 | 2 | |||||||||
Other comprehensive income (loss) | (1) | (1) | |||||||||
Distributions to unitholders and general partner | (670) | (24) | (228) | (308) | (110) | ||||||
Distributions to noncontrolling interests | (16) | (16) | |||||||||
Principal repayments on financing receivables | 3 | 3 | |||||||||
Acquisitions | 417 | (1,071) | (2,280) | 4,069 | (301) | ||||||
Ending balance at Dec. 31, 2020 | (458) | (1,059) | 3,382 | (2,497) | 0 | (298) | (9) | 23 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 568 | 48 | 160 | 348 | 12 | ||||||
Other comprehensive income (loss) | 1 | 1 | |||||||||
Distributions to unitholders and general partner | (606) | (48) | (188) | (370) | |||||||
Distributions to noncontrolling interests | (12) | (12) | |||||||||
Principal repayments on financing receivables | 5 | 5 | |||||||||
Acquisitions | 9 | 31 | (22) | ||||||||
Ending balance at Dec. 31, 2021 | $ (493) | $ (1,059) | $ 3,354 | $ (2,488) | $ 0 | $ (293) | $ (8) | $ 1 |
Description of the Business and
Description of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business and Basis of Presentation | Description of the Business and Basis of Presentation Shell Midstream Partners, L.P. (“we,” “us,” “our,” “SHLX” or “the Partnership”) is a Delaware limited partnership formed by Shell plc on March 19, 2014 to own and operate pipeline and other midstream assets, including certain assets received from Shell Pipeline Company LP (“SPLC”) and its affiliates. We conduct our operations either through our wholly-owned subsidiary, Shell Midstream Operating LLC (the “Operating Company”), or through direct ownership. Our general partner is Shell Midstream Partners GP LLC (“general partner”). References to “Shell” or “Parent” refer collectively to Shell plc and its controlled affiliates, other than us, our subsidiaries and our general partner. As of December 31, 2021, our general partner holds a non-economic general partner interest in the Partnership, and affiliates of SPLC own a 68.5% limited partner interest (269,457,304 common units) and 50,782,904 Series A perpetual convertible preferred units (the “Series A Preferred Units”) in the Partnership. These common units and preferred units, on an as-converted basis, represent a 72% interest in the Partnership. See Note 3 — Acquisitions and Other Transactions and Note 11 — (Deficit) Equity for additional details. Description of the Business We own, operate, develop and acquire pipelines and other midstream and logistics assets. As of December 31, 2021, our assets include interests in entities that own (a) crude oil and refined products pipelines and terminals that serve as key infrastructure to transport onshore and offshore crude oil production to Gulf Coast and Midwest refining markets and deliver refined products from those markets to major demand centers and (b) storage tanks and financing receivables that are secured by pipelines, storage tanks, docks, truck and rail racks and other infrastructure used to stage and transport intermediate and finished products. The Partnership’s assets also include interests in entities that own natural gas and refinery gas pipelines that transport offshore natural gas to market hubs and deliver refinery gas from refineries and plants to chemical sites along the Gulf Coast. We generate revenue from the transportation, terminaling and storage of crude oil, refined products and intermediate and finished products through our pipelines, storage tanks, docks, truck and rail racks, generate income from our equity and other investments and generate interest income from financing receivables on certain logistics assets. Our operations consist of one reportable segment. The following table reflects our ownership interests as of December 31, 2021: SHLX 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”) (1) 100.0 % Mattox Pipeline Company LLC (“Mattox”) 79.0 % Amberjack Pipeline Company LLC (“Amberjack”) – Series A/Series B 75.0% / 50.0% 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 % Explorer Pipeline Company (“Explorer”) 38.59 % Poseidon Oil Pipeline Company, L.L.C. (“Poseidon”) 36.0 % Colonial Enterprises, Inc. (“Colonial”) 16.125 % Proteus Oil Pipeline Company, LLC (“Proteus”) 10.0 % Endymion Oil Pipeline Company, LLC (“Endymion”) 10.0 % Cleopatra Gas Gathering Company, LLC (“Cleopatra”) 1.0 % (1) Prior to May 1, 2021, we owned a 92.5% ownership interest in Zydeco and SPLC owned the remaining 7.5% ownership interest. Effective May 1, 2021, SPLC transferred its 7.5% ownership interest to us as part of the May 2021 Transaction. Refer to Note 3 —Acquisitions and Other Transactions for additional information. 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 United States Securities and Exchange Commission (“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 equity method and other 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. Expense Allocations. Our consolidated statements of income also include expense allocations for certain functions performed by SPLC and Shell on our behalf. 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. See Note 4 — Related Party Transactions for details of operating agreements impacting expense allocations, as well as details of related party transactions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
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. 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 our Parent’s 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. 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, terminaling and storage of crude oil, refined gas and refined petroleum products through our pipelines, terminals, storage tanks, docks, truck and rail racks. We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. We recognize revenue through the application of a five-step model, which includes: identification of the contract; identification of the performance obligations; determination of the transaction price; allocation of the transaction price to the performance obligations; and recognition of revenue as the entity satisfies the performance obligations. See Note 12 — Revenue Recognition for information and disclosures related to revenue from contracts with customers. Leases, Sale Leaseback When entering into sale-leaseback transactions as a buyer-lessor, the requirements in Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers , and all related accounting standards updates to such Topic (collectively, “the revenue standard”) are applied in determining whether the transfer of an asset shall be accounted for as a sale of the asset by assessing whether it satisfies a performance obligation under the contract by transferring control of an asset. If the seller-lessee transfers control of an asset to us, we account for the transfer of the asset as a purchase and recognize the transferred asset. The subsequent leaseback of the asset is accounted for in accordance with ASC Topic 842, Leases (the “lease standard”), in the same manner as any other lease. If the seller-lessee does not transfer the control of an asset to us, the failed sale-leaseback transaction is accounted for as a financing arrangement. Transactions in which control of an asset is not transferred are accounted for as financing receivables in accordance with ASC Topic 310, Receivables . Since the seller-lessee did not transfer the control of assets to us in the April 2020 Transaction (as defined in Note 3 — Acquisitions and Other Transactions below), we did not recognize the transferred assets, and instead they were accounted for as financing receivables. Receivables issued in exchange for the Partnership’s capital stock are presented as a component of the partners’ (deficit) equity. Since the Partnership issued common units and preferred units as consideration in exchange for the financing receivables in the April 2020 Transaction, we recorded the financing receivables as contra-equity. Refer to Note 3 — Acquisitions and Other Transactions and Note 11 – (Deficit) Equity for additional details. We recognize interest income on the financing receivables on the basis of the imputed interest rate determined in accordance with ASC Topic 835, Interest . 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 third-party accounts receivable due from shippers and operators based on current expected credit losses. As of December 31, 2021 and 2020, we did not have a material amount of allowance for doubtful accounts. 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. Differences in the basis of the investments and the underlying net asset value of the investees, if any, are amortized into net income over the remaining useful lives of the underlying assets. 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. 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 that 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 capitalize interest on certain projects. For 2021, 2020 and 2019, the total amount of interest capitalized was immaterial. 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 revision of asset retirement obligations (“AROs”) and 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 fair value associated with the asset. In 2021, we recorded an impairment charge of approximately $3 million related to the divestment of the Auger pipeline. We determined that there were no asset impairments in 2020 or 2019. 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 2021, 2020 and 2019 was immaterial. Other Investments We account for equity investments in entities where we do not have control or significant influence at fair value with changes in fair value recognized in net income when the fair value is readily determinable. For investments without readily determinable fair values, we carry such investments at cost less impairments, if any. These investments are remeasured either upon the occurrence of an observable price change or upon identification of impairment. These investments are reported as Other investments in our consolidated balance sheets and dividends received are reported in Dividend income from other investments in our consolidated income statements. Our equity investments which are accounted for at cost as they do not have readily determinable fair values, consist of: December 31, 2021 December 31, 2020 Ownership Amount Ownership Amount Cleopatra 1.0 % $ 2 1.0 % $ 2 During the years ended December 31, 2021 and 2020, we did not identify the occurrence of an observable price change or an identification of impairment for these equity investments. Asset Retirement Obligations AROs represent contractual or regulatory obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset. Our AROs were zero as of both December 31, 2021 and 2020. Our assets include pipelines and terminals that have contractual or regulatory obligations that will need to be settled at retirement. The settlement date of these obligations 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. As the settlement dates of obligations are indeterminate, there is not sufficient information to make a reasonable estimate of the ARO of our remaining assets as of December 31, 2021 and 2020. We re-evaluate our AROs in each reporting period, and future developments could impact the amounts we record. Pensions and Other Postretirement Benefits We do not have our own employees. Employees that work on our pipelines or terminals 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 2021, 2020 and 2019, the environmental cleanup costs incurred were immaterial. At both December 31, 2021 and 2020, the accruals for environmental clean-up costs pursuant 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 were immaterial. The costs relate to ongoing groundwater compliance monitoring and other remedial activities. Refer to Note 4 — Related Party Transactions under the Omnibus Agreement (defined below) for additional details. 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. Net income per limited partner unit Prior to the April 2020 Transaction, we used the two-class method when calculating the net income per unit applicable to limited partners as there were different participating securities included in the calculation – including common units, general partner units and incentive distribution rights (“IDRs”). After the April 2020 Transaction, the IDRs were eliminated, the 2% general partner economic interest was converted into a non-economic general partner interest in the Partnership and the newly issued Series A Preferred Units did not qualify as participating securities. Since the transaction occurred during 2020, the two-class method was still applied to the year-to-date calculation for the year 2020, but was not applied to calculations for any year-to-date calculation for the year 2021 or any quarterly periods beginning with the second quarter of 2020. See Note 11 — (Deficit) Equity for additional information. Recent Accounting Pronouncements Standards Adopted as of January 1, 2021 |
Acquisitions and Divestiture
Acquisitions and Divestiture | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Other Transactions | Acquisitions and Other Transactions May 2021 Transaction Effective May 1, 2021, Triton sold to Equilon Enterprises LLC d/b/a Shell Oil Products US (“SOPUS”), as designee of SPLC, substantially all of the assets associated with its clean products truck rack terminal and facility in Anacortes, Washington (the “Anacortes Assets”). In exchange for the Anacortes Assets, SPLC paid Triton $10 million in cash and transferred to the Operating Company, as designee of Triton, SPLC’s 7.5% interest in Zydeco (the “May 2021 Transaction”). Effective May 1, 2021, the Partnership owns a 100.0% ownership interest in Zydeco. The May 2021 Transaction closed pursuant to a Sale and Purchase Agreement dated April 28, 2021 between Triton and SPLC, effective May 1, 2021 (the “May 2021 Sale and Purchase Agreement”). The May 2021 Sale and Purchase Agreement contains customary representations, warranties and covenants of Triton and SPLC. SPLC, on the one hand, and Triton, on the other hand, have agreed to indemnify each other and their respective affiliates, officers, directors and other representatives against certain losses resulting from any breach of their representations, warranties or covenants contained in the May 2021 Sale and Purchase Agreement, subject to certain limitations and survival periods. In connection with the May 2021 Transaction, the Partnership and SPLC entered into a Termination of Voting Agreement dated April 28, 2021 and effective May 1, 2021, under which they agreed to terminate the Voting Agreement dated November 3, 2014 between the Partnership and SPLC, relating to certain governance matters for their respective direct and indirect ownership interests in Zydeco. Auger Divestiture On January 25, 2021, we executed an agreement to divest the 12” segment of the Auger pipeline; however, this agreement was subsequently terminated. As a result of the intended divestment, we recorded an impairment charge of approximately $3 million during the first quarter of 2021. On April 29, 2021, we executed a new agreement to divest this segment of pipeline, effective June 1, 2021. We received approximately $2 million in cash consideration for this sale. The remainder of the Auger pipeline continues to operate under the ownership of Pecten. April 2020 Transaction On April 1, 2020, we closed the following transactions (together referred to as the “April 2020 Transaction”): • Pursuant to a Purchase and Sale Agreement dated as of February 27, 2020 (the “Purchase and Sale Agreement”) between the Partnership and Triton, SPLC, Shell GOM Pipeline Company LLC (“SGOM”), Shell Chemical LP (“Shell Chemical”) and SOPUS, we acquired 79% of the issued and outstanding membership interests in Mattox from SGOM (the “Mattox Transaction”), and SOPUS and Shell Chemical transferred to Triton, as a designee of the Partnership, certain logistics assets at the Shell Norco Manufacturing Complex located in Norco, Louisiana (such assets, the “Norco Assets,” and such transaction, the “Norco Transaction”); and • Simultaneously with the closing of the transactions contemplated by the Purchase and Sale Agreement, we also closed the transactions contemplated by the Partnership Interests Restructuring Agreement with our general partner dated February 27, 2020 (the “Partnership Interests Restructuring Agreement”), pursuant to which we eliminated all of the IDRs and converted the 2% economic general partner interest in the Partnership into a non-economic general partner interest (the “GP/IDR Restructuring”). Our general partner or its assignee also agreed to waive a portion of the distributions that would otherwise have been payable on the common units issued to SPLC as part of the April 2020 Transaction, in an amount of $20 million per quarter for each of four consecutive fiscal quarters, beginning with the distribution made with respect to the second quarter of 2020 and ending with the distribution made with respect to the first quarter of 2021. As consideration for the April 2020 Transaction, the Partnership issued 50,782,904 Series A Preferred Units to SPLC at a price of $23.63 per unit, plus 160,000,000 newly issued common units. Certain third-party fair value appraisals were performed to determine the fair value of the total consideration as well as the fair values of each of the Mattox Transaction, the Norco Transaction and the GP/IDR Restructuring, as of April 1, 2020. Because the components of the April 2020 Transaction were entered in contemplation of each other and were transactions among entities under common control, the fair values of the April 2020 Transaction were used solely for the purpose of allocating a portion of the consideration on a relative fair value basis to the Norco Transaction. In connection with the April 2020 Transaction, the Partnership recorded the following balances as of April 1, 2020: Equity method investment (1) $ 174 Financing receivables – related parties (2) 302 Contract assets - related parties (3) 244 April 2020 Transaction $ 720 (1) Equity method investment was recorded at SGOM’s historical carrying value of the 79% interest in Mattox. See more discussion in the section entitled “Mattox Transaction” below. (2) Financing receivables under the failed sale leaseback were recorded at the fair value of the property, plant and equipment of the Norco Assets transferred by SOPUS and Shell Chemical and recognized as a component of the Partners’ deficit. See more discussion in the section entitled “Norco Transaction” below. (3) Contract assets were recorded based on the difference between the consideration allocated to the Norco Transaction and the financing receivables. See more discussion in the section entitled “Norco Transaction” below. Mattox Transaction We acquired 79% of the issued and outstanding membership interests in Mattox from SGOM. The acquisition was accounted for as a transaction among entities under common control on a prospective basis as an asset acquisition. As a result of the Mattox Transaction, we have significant influence, but not control, over Mattox and account for this investment as an equity method investment. As such, we recorded the acquired equity interests in Mattox at SGOM’s historical carrying value of $174 million, which is included in Equity method investments in our consolidated balance sheet as of December 31, 2021. See Note 5 —Equity Method Investments for additional details. Norco Transaction SOPUS and Shell Chemical transferred certain logistics assets at the Shell Norco Manufacturing Complex located in Norco, Louisiana, which are comprised of crude, chemicals, intermediate and finished product pipelines, storage tanks, docks, truck and rail racks and supporting infrastructure, to Triton, as a designee of the Partnership. The Partnership treated the transaction for accounting purposes as simultaneously leasing the Norco Assets back to SOPUS and Shell Chemical pursuant to the terminaling services agreements entered into among Triton, SOPUS and Shell Chemical related to the Norco Assets. The Partnership receives an annual net payment of $140 million, which is the total annual payment pursuant to the terminaling services agreements of $151 million, less $11 million, which primarily represents the allocated utility costs from SOPUS related to the Norco Assets. Both payments are subject to annual Consumer Price Index (“CPI”) adjustments pursuant to an inflation escalation clause in each of the agreements, which provides that the annual payments increase on July 1 of each year commencing on July 1, 2021. On July 1, 2021, the annual payments were escalated by applying a CPI adjustment of 4.86%. After such escalation, the Partnership receives an annual net payment of $147 million, which is the total annual payment of $158 million, less $11 million related to the allocated utility costs from SOPUS. The transfer of the Norco Assets combined with the terminaling services agreements were accounted for as a failed sale leaseback under the lease standard , as control of the assets did not transfer to the Partnership. As a result, the transaction was treated as a financing arrangement. As the Norco Transaction was entered into simultaneously and in contemplation of the Mattox Transaction and the GP/IDR Restructuring components, we allocated $546 million of the fair value of the consideration of the April 2020 Transaction to the Norco Transaction based on its relative stand-alone fair value to the other components of the April 2020 Transaction. From this amount, we recorded financing receivables of $302 million, based on the fair value of the Norco Assets’ property, plant and equipment transferred from SOPUS and Shell Chemical, using a combination of market and cost valuation approaches. The financing receivables were recorded as the fair value of property, plant and equipment because the annual payments received by the Partnership are directly related to the lease of the property, plant and equipment of the Norco Assets. Since the financing receivables from SOPUS and Shell Chemical arose from transactions involving the issuance of the Partnership’s common and preferred units, the financing receivables are presented as a component of (deficit) equity and not as assets on the balance sheet. As of April 1, 2020, we also recorded contract assets in the amount of $244 million, which represent the difference between the allocated fair value of the Norco Transaction of $546 million and the recognized financing receivables of $302 million. The contract assets represent the excess of the fair value embedded within the terminaling services agreements transferred by the Partnership to SOPUS and Shell Chemical as part of entering into the terminaling services agreements. See Note 12 — Revenue Recognition for additional details. The amount of contract assets recognized was dependent on the allocated fair value of the consideration to the Norco Transaction, which was determined using the fair values of the consideration transferred and the fair values of each of the three components of the April 2020 Transaction. The newly issued common units were valued using a market approach based on the market opening price of the Partnership’s common units as of April 1, 2020, less a discount for the waiver described above and a marketability discount. The Series A Preferred Units were valued using an income approach based on a trinomial lattice model. Further, the fair values of the three components of the April 2020 Transaction were determined using an income approach of discounted cash flows at an average discount rate for each of the Mattox Transaction, the Norco Transaction and the GP/IDR Restructuring components of 14%, 11% and 20%, respectively. GP/IDR Restructuring On April 1, 2020, we also closed the transactions contemplated by the Partnership Interests Restructuring Agreement, which included the elimination of all the IDRs and the cancellation of all of the general partner units, both of which were held by our general partner, and amended and restated our partnership agreement to reflect these and other changes (as so amended, the “Second Amended and Restated Partnership Agreement”). The 2% general partner economic interest was converted into a non-economic general partner interest. Because the components of the April 2020 Transaction were among entities under common control, our general partner’s negative equity balance of $4 billion at April 1, 2020 was transferred to SPLC’s equity accounts, allocated between its holdings of common units and preferred units, based on the relative fair value of the consideration related to the issuance of common units and preferred units in the April 2020 Transaction. Upon the closing of the April 2020 Transaction, the Partnership had 393,289,537 common units outstanding, of which SPLC’s wholly owned subsidiary, Shell Midstream LP Holdings LLC (“LP Holdings”), owned 269,457,304 common units in the Partnership, representing an aggregate 68.5% limited partner interest. The Partnership also had 50,782,904 of Series A Preferred Units outstanding, which are entitled to receive a quarterly distribution of $0.2363 per unit and all of which are owned by LP Holdings. See Note 11 — (Deficit) Equity for additional details. 2019 Acquisition On June 6, 2019, we acquired SPLC’s remaining 25.97% ownership interest in Explorer and 10.125% ownership interest in Colonial for consideration valued at $800 million (the “June 2019 Acquisition”). The June 2019 Acquisition increased our ownership interest in Explorer to 38.59% and in Colonial to 16.125%. The June 2019 Acquisition closed pursuant to a Contribution Agreement dated May 10, 2019 (the “May 2019 Contribution Agreement”) between us and SPLC, and is accounted for as a transaction between entities under common control on a prospective basis as an asset acquisition. As such, we recorded the acquired equity interests at SPLC’s historical carrying value of $90 million, which is included in Equity method investments in our consolidated balance sheet. In addition, as a transfer between entities under common control, we recorded Accumulated other comprehensive loss of $6 million related to historical remeasurements of pension and other postretirement benefits provided by Explorer and Colonial to their employees. We recognized $510 million of cash consideration in excess of the historical carrying value of equity interests acquired as a capital distribution to our general partner in accordance with our policy for common control transactions. We funded the June 2019 Acquisition with $600 million in cash consideration from borrowings under our Ten Year Fixed Facility (as defined in Note 8 — Related Party Debt ) with Shell Treasury Center (West) Inc. (“STCW”) and non-cash equity consideration valued at $200 million. Pursuant to the May 2019 Contribution Agreement, t he number of common units representing the equity consideration was determined by dividing the contribution amount (25% of total consideration of $800 million) by the price per unit of $20.68, which represents the volume weighted average sales prices of the common units calculated for the five trading day period ended on April 30, 2019, less the general partner units issued to our general partner in order to maintain its 2% general partner interest in us. The equity issued consisted of 9,477,756 common units issued to LP Holdings, an indirect subsidiary of Shell, and 193,424 general partner units issued to our general partner in order to maintain its 2% general partner interest in us. These common and general partner units As a result of the June 2019 Acquisition, we now have significant influence over both Explorer and Colonial and account for these investments as equity method investments. See Note 5 — Equity Method Investments |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
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. See Note 16 – Subsequent Event(s) – Take Private Proposal for additional information regarding the non-binding, preliminary proposal letter that the Board of Directors of our general partner (the “Board”) received from SPLC to acquire all of the Partnership’s issued and outstanding common units not already owned by SPLC or its affiliates. Acquisition Agreements Refer to Note 3 — Acquisitions and Other Transactions for a description of other applicable agreements. Partnership Interests Restructuring Agreement On February 27, 2020, we and our general partner entered into the Partnership Interests Restructuring Agreement, effective April 1, 2020, pursuant to which the IDRs were eliminated and the 2% general partner economic interest was converted into a non-economic general partner interest in the Partnership. See Note 3 — Acquisitions and Other Transactions for additional details. May 2021 Sale and Purchase Agreement On April 28, 2021, we entered into the May 2021 Sale and Purchase Agreement between Triton and SPLC, effective May 1, 2021, pursuant to which we sold the Anacortes Assets in exchange for $10 million in cash and the remaining 7.5% interest in Zydeco. Purchase and Sale Agreement On February 27, 2020, we entered into the Purchase and Sale Agreement by and among Triton, SPLC, SGOM, Shell Chemical and SOPUS, effective April 1, 2020, pursuant to which we acquired 79% of the issued and outstanding membership interests in Mattox from SGOM and SOPUS and Shell Chemical transferred to Triton, as a designee of the Partnership, the Norco Assets. Omnibus Agreement We, our general partner, SPLC and the Operating Company entered into an Omnibus Agreement effective February 1, 2019 (the “2019 Omnibus Agreement”). On February 16, 2021, pursuant to the 2019 Omnibus Agreement, the Board approved a decrease in the annual general and administrative fee to $10 million for 2021, based on a change in the cost of the services provided. The 2019 Omnibus Agreement addresses, among other things, the following matters: • our payment of an annual general and administrative fee of approximately $10 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; and • 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. Trade Marks License Agreement We, our general partner and SPLC entered into a Trade Marks License Agreement with Shell Trademark Management Inc. effective as of February 1, 2019. The Trade Marks License Agreement grants us the use of certain Shell trademarks and trade names and expires on January 1, 2024 unless earlier terminated by either party upon 360 days’ notice. 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. Reimbursements settled in the years ended December 31, 2021, 2020 and 2019 were not material to our consolidated statements of income. Other Agreements We have entered into several customary agreements with SPLC and Shell. These agreements include pipeline operating agreements, reimbursement agreements and services agreements. Operating Agreements On December 1, 2019, we entered into an Operating and Administrative Management Agreement with SPLC (the “2019 Operating Agreement”). Pursuant to the 2019 Operating Agreement, SPLC provides certain operations, maintenance and administrative services for the assets wholly owned by Pecten, Sand Dollar and Triton (collectively, the “Owners”). The Owners are required to reimburse SPLC for certain costs in connection with the services that SPLC provides pursuant to the 2019 Operating Agreement. SPLC and the Owners each provide standard indemnifications as operator and asset owners, respectively. Upon entering into the 2019 Operating Agreement, certain operating agreements previously entered into between SPLC and each of the Owners were terminated. In December 2017, 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. Beginning July 1, 2014, Zydeco entered into an operating and management agreement with SPLC under which SPLC provides general management and administrative services to us. Therefore, we do not receive allocated corporate expenses from SPLC or Shell under this agreement. We receive direct and allocated field and regional expenses including payroll expenses not covered under this agreement. Partnership Agreement Concurrently with the execution of the Partnership Interests Restructuring Agreement, on April 1, 2020, we executed the Second Amended and Restated Partnership Agreement, which amended and restated the Partnership’s First Amended and Restated Agreement of Limited Partnership dated November 3, 2014 (“First Amended and Restated Partnership Agreement”, as the same was previously amended) in its entirety. Under the Second Amended and Restated Partnership Agreement, the IDRs were eliminated, the economic general partnership interest was converted into a non-economic general partner interest, and our general partner or its assignee agreed to waive a portion of the distributions that would otherwise have been payable on the common units issued to SPLC as part of the April 2020 Transaction, in an amount of $20 million per quarter for four consecutive fiscal quarters, beginning with the distribution made with respect to the second quarter of 2020 and ending with the distribution made with respect to the first quarter of 2021. The transaction closed simultaneously with the closing of the transactions described in Note 3 — Acquisitions and Other Transactions—April 2020 Transaction. Prior to the execution of the Second Amended and Restated Partnership Agreement, on December 21, 2018, we executed Amendment No. 2 (the “Second Amendment”) to the First Amended and Restated Partnership Agreement. Under the Second Amendment, our general partner agreed to waive $50 million of distributions in 2019 by agreeing to reduce distributions to holders of the IDRs by: (1) $17 million for the three months ended March 31, 2019, (2) $17 million for the three months ended June 30, 2019 and (3) $16 million for the three months ended September 30, 2019. Noncontrolling Interests For Zydeco, there is no non-controlling interest as of December 31, 2021 as a result of the May 2021 Transaction. Refer to Note 3 — Acquisitions and Other Transactions for additional information. The noncontrolling interest for Zydeco consisted of SPLC’s 7.5% retained ownership interest as of December 31, 2020 and 2019. For Odyssey, noncontrolling interest consists of GEL Offshore Pipeline LLC’s (“GEL”) 29.0% retained ownership interest as of December 31, 2021, 2020 and 2019. Other Related Party Balances Other related party balances consist of the following: December 31, 2021 2020 Accounts receivable $ 40 $ 21 Prepaid expenses 23 22 Other assets 2 2 Contract assets (1) 218 233 Accounts payable (2) 17 16 Deferred revenue 31 19 Accrued liabilities (3) 24 28 Debt payable (4) 2,692 2,692 Finance lease liability 2 2 Financing receivables (1) 293 298 (1) Contract assets and Financing receivables were recognized in connection with the April 2020 Transaction. Refer to the section entitled “Sale Leaseback” below for additional details. Financing receivables were presented as a component of (deficit) equity. (2) Accounts payable reflects amounts owed to SPLC for reimbursement of third-party expenses incurred by SPLC for our benefit. (3) As of December 31, 2021, Accrued liabilities reflects $15 million of accrued interest and $9 million of other accrued liabilities. As of December 31, 2020, Accrued liabilities reflects $16 million of accrued interest and $12 million of other accrued liabilities. Other accrued liabilities are primarily related to the accrued operation and maintenance expenses on the Norco Assets. (4) Debt payable reflects borrowings outstanding after taking into account unamortized debt issuance costs of $2 million as of both December 31, 2021 and December 31, 2020. Related Party Credit Facilities We have entered into five credit facilities with STCW: the 2021 Ten Year Fixed Facility, the Ten Year Fixed Facility, the Seven Year Fixed Facility, the Five Year Revolver due July 2023, and the Five Year Revolver due December 2022. On June 30, 2021, Zydeco entered into a termination of revolving loan facility agreement with STCW to terminate the 2019 Zydeco Revolver. See Note 8 — Related Party Debt for definitions and 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 revenue from related parties for 2021, 2020 and 2019 is disclosed in Note 12 — Revenue Recognition . The following table shows related party expenses, including certain personnel costs, incurred by Shell and SPLC on our behalf that are reflected in the accompanying consolidated statements of income for the indicated periods. Included in these amounts, and disclosed below, is our share of operating and general corporate expenses, as well as the fees paid to SPLC under certain agreements. 2021 2020 2019 Allocated operating expenses $ 53 $ 45 $ 18 Major maintenance costs (1) 8 6 — Insurance expense (2) 20 20 18 Other (3) 43 43 23 Operations and maintenance – related parties $ 124 $ 114 $ 59 Allocated general corporate expenses $ 25 $ 29 $ 28 Management Agreement fee 10 9 9 Omnibus Agreement fee 10 11 11 Other — — 1 General and administrative – related parties $ 45 $ 49 $ 49 (1) Major maintenance costs are expensed as incurred in connection with the maintenance services of the Norco Assets. Refer to section entitled “Sale Leaseback” below for additional details. (2) Prior to November 1, 2021, the majority of our insurance coverage was provided by a wholly owned subsidiary of Shell, with the remaining coverage provided by third-party insurers. After November 1, 2021, a third-party insurer provided and continues to provide the first 5% of our insurance coverage with the remaining coverage provided by an affiliate of Shell as a reinsurer. (3) Other expenses primarily relate to salaries and wages, other payroll expenses and special maintenance. 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 – Expense Allocations. 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 2021, 2020 and 2019 was $5 million, $5 million and $6 million, respectively. Our share of defined contribution benefit plan costs was $2 million for each of 2021, 2020 and 2019. Pension and defined contribution benefit plan expenses are included in either General and administrative – related parties or Operations and maintenance – related parties in the accompanying consolidated statements of income, depending on the nature of the employee’s role in our operations. Severance Severance expenses are included in either General and administrative – related parties or Operations and maintenance – related parties, depending on the nature of the employee’s role in our operations. We recorded voluntary and involuntary severance costs of $7 million in 2020. These costs for 2021 and 2019 were not material. Equity and Other Investments We have equity and other investments in various entities. 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 Historically, reimbursements received were primarily related to the directional drill project on the Zydeco pipeline system (the “directional drill project”). As the directional drill project was completed at the end of 2019, the amounts incurred by the project in 2021 and 2020, and associated claims for reimbursement from our Parent, were both not material. In 2019, the amount incurred and claimed for reimbursement was $19 million. These reimbursements are included in Other contributions from Parent in the accompanying consolidated statements of cash flows and consolidated statements of (deficit) equity. For each of these periods, this amount reflects our proportionate share of the directional drill project costs and expenses. Further, in the fourth quarter of 2019, we received approximately $9 million from SPLC with respect to a Mars storage revenue reimbursement provision contained in the Purchase and Sale Agreement entered into in 2016 that was recognized as an additional capital contribution. See Note 5 — Equity Method Investments for additional details. Sale Leaseback Pursuant to the terminaling services agreement entered into among Triton, SOPUS and Shell Chemical related to the Norco Assets acquired in the April 2020 Transaction (see Note 3 — Acquisitions and Other Transactions ), the Partnership receives an annual net payment of $140 million, which is the total annual payment pursuant to the terminaling service agreements of $151 million, less $11 million, which primarily represents the allocated utility costs from SOPUS related to the Norco Assets. The annual payments are subject to annual Consumer Price Index adjustments. See Note 12 — Revenue Recognition for additional details. The transfer of the Norco Assets, combined with the terminaling services agreements, were accounted for as a failed sale leaseback under the lease standard. As a result, the transaction was treated as a financing arrangement in which the underlying assets were not recognized in property, plant and equipment of the Partnership as control of the Norco Assets did not transfer to the Partnership, and instead were recorded as financing receivables from SOPUS and Shell Chemical. We recognize interest income on the financing receivables on the basis of an imputed interest rate of 11.1% related to SOPUS and 7.4% related to Shell Chemical. The following table shows the cash payments received for interest income and cash principal payments received on the financing receivables for the years ended December 31, 2021 and 2020: For the Year Ended December 31, 2021 2020 Cash payments received for interest income $ 30 $ 20 Cash principal payments received on financing receivables 5 3 The transfer of the Norco Assets and the terminaling services agreements as a result of the April 2020 Transaction have operation and maintenance service components and major maintenance service components (together “service components”). Consistent with our operating lease arrangements, we allocate a portion of the arrangement’s transaction price to any service components within the scope of ASC Topic 606, Revenue from Contracts with Customers (“the revenue standard”) and defer the revenue, if necessary, until the point at which the performance obligation is met. We present the revenue earned from the service components under the revenue standard within Transportation, terminaling and storage services – related parties in the consolidated statements of income. See Note 12 — Revenue Recognition |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments For each of the following investments, we have the ability to exercise significant influence over these investments based on certain governance provisions and our participation in the significant activities and decisions that impact the management and economic performance of the investments. Equity method investments comprise the following as of the dates indicated: December 31, 2021 2020 Ownership Amount Ownership Amount Mattox 79.0% $ 156 79.0% $ 163 Amberjack – Series A / Series B 75.0% / 50.0% 359 75.0% / 50.0% 382 Mars 71.5% 150 71.5% 152 Bengal 50.0% 85 50.0% 88 Permian Basin 50.0% 80 50.0% 83 LOCAP 41.48% 15 41.48% 12 Explorer 38.59% 68 38.59% 73 Poseidon 36.0% — 36.0% — Colonial 16.125% 32 16.125% 29 Proteus 10.0% 13 10.0% 14 Endymion 10.0% 16 10.0% 17 $ 974 $ 1,013 Impacts to Equity Method Investments Earnings from our equity method investments were as follows during the periods indicated: For the Year Ended December 31, 2021 2020 2019 Mattox (1) $ 60 $ 45 $ — Amberjack 106 102 125 Mars 83 114 126 Bengal 9 18 24 Explorer (2) 61 44 41 Colonial (2) 18 75 40 Poseidon (3) — — — Other (4) 15 19 17 $ 352 $ 417 $ 373 (1) We acquired an interest in Mattox in the April 2020 Transaction. The acquisition of this interest has been accounted for prospectively. (2) We acquired additional interests in Explorer and Colonial in the June 2019 Acquisition. The acquisition of these interests has been accounted for prospectively. (3) As stated below, the equity method of accounting has been suspended since early 2018 for Poseidon and excess distributions are recorded in Other income. (4) Included in Other is the activity associated with our investments in Permian Basin, LOCAP, Proteus and Endymion. For the years ended December 31, 2021, 2020 and 2019, distributions received from equity method investments were $433 million, $541 million and $466 million, respectively. 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. The amortization is included in Income from equity method investments. As of December 31, 2021 and 2020, the unamortized basis differences included in our equity method investments were $75 million and $84 million, respectively. For the years ended 2021, 2020 and 2019, the net amortization expense was $9 million, $8 million and $6 million, respectively. Included in the net amortization expense for 2021 is a write-off of approximately $2 million of unamortized basis difference as a result of an impairment taken by Colonial. Cumulatively, distributions received from Poseidon have been in excess of our investment balance and, therefore, the equity method of accounting has been suspended for this investment and the investment amount reduced to zero. As we have no commitments to provide further financial support to Poseidon, we have recorded excess distributions of $39 million, $37 million and $33 million in Other income for the years ended December 31, 2021, 2020 and 2019, respectively. Once our cumulative share of equity earnings becomes greater than the cumulative amount of distributions received, we will resume the equity method of accounting as long as the equity method investment balance remains greater than zero. Transactions We acquired a 79% interest in Mattox from SGOM in the April 2020 Transaction. This investment qualifies for equity method accounting, as we exercise significant influence but do not control this investment. Upon acquisition, we recorded SGOM’s historical carrying value of the equity interests transferred as a transaction between entities under common control, totaling $174 million. We recognize equity earnings for Mattox prospectively from the date of acquisition, and record the distributions from Mattox as a reduction to the equity method investment balance. We acquired an additional 25.97% interest in Explorer and an additional 10.125% interest in Colonial in the June 2019 Acquisition. As a result, these investments now qualify for equity method accounting as we have the ability to exercise significant influence over these investments as of the acquisition date. Prior to the acquisition date, Explorer and Colonial were accounted for as Other investments without readily determinable fair values and were therefore carried at cost. Upon acquisition, we added our Parent’s historical carrying value of the equity interests transferred as a transaction between entities under common control, totaling $90 million, to the basis of our previously held interests of $60 million as this is the date these investments qualified for equity method accounting. Since the June 2019 Acquisition, we record distributions from these investments as reductions to the respective equity method investment balances for Explorer and Colonial as these amounts are no longer considered dividend income due to the change in the method of accounting. We recognize equity earnings for both Explorer and Colonial prospectively from the date of acquisition. Significant Developments • The board of directors of Colonial elected not to declare a dividend for each of the three months ended June 30, 2021, September 30, 2021 and December 31, 2021. • During the fourth quarter of 2021, Colonial recorded an impairment, of which our share was approximately $44 million, that negatively impacted both our income from equity method investments and net income. • Effective June 4, 2021, Amberjack executed an agreement to divest a small segment of the Amberjack pipeline that is no longer utilized nor deemed a material component in the operation of the pipeline. As a result of the divestment, Amberjack recorded an impairment charge of approximately $4 million during the second quarter of 2021. Our share of approximately $3 million impacted our Income from equity method investments in our consolidated statements of income. The remainder of the Amberjack pipeline continues to operate under its existing ownership structure. • Under the lease standard, the adoption date for our equity method investments will follow the non-public business entity adoption date of January 1, 2020 for their stand-alone financial statements, with the exception of Permian Basin, which adopted on January 1, 2019. There has been no material impact on the Partnership’s consolidated financial statements as a result of the adoption of the lease standard by our equity method investees. • On October 23, 2019, we entered into a Settlement Agreement with SPLC (the “Settlement Agreement”) with respect to the storage revenue reimbursement provision contained in the Purchase and Sale Agreement entered into in 2016 under which we acquired an additional 20% interest in Mars. Pursuant to this Purchase and Sale Agreement, SPLC had agreed to pay us up to $10 million if Mars inventory management fees do not meet certain levels for the calendar years 2017 through 2021. As a result of the Settlement Agreement, we received approximately $9 million during the fourth quarter of 2019 from SPLC that was recognized as an additional capital contribution. Capital Contributions We make capital contributions for our pro rata interest in Permian Basin to fund capital and other expenditures. We made capital contributions to Permian Basin of approximately $4 million and $25 million in 2021 and 2019, respectively. We did not make any capital contributions in 2020. Impairment Assessment We assess our equity method investments 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. We evaluated whether an impairment indicator existed as of December 31, 2021. Based on expectations of market conditions, we determined that there was no triggering event that required us to update our impairment evaluation of our equity method investments. However, if the facts and circumstances change in the near-term and indicate a loss in value that is other-than-temporary, we will re-evaluate whether the carrying amount of our equity method investments may not be recoverable. Summarized Financial Information The following tables present aggregated selected balance sheet and income statement data for our equity method investments on a 100% basis. However, during periods in which an acquisition occurs, the selected balance sheet and income statement data reflects activity from the date of the acquisition. For the Year Ended December 31, 2021 Total revenues Total operating expenses Operating income Net income Statements of Income Mattox $ 88 $ 12 $ 76 $ 76 Amberjack 271 66 205 203 Mars 211 91 120 120 Bengal 46 29 17 17 Explorer 405 178 227 165 Colonial 1,304 1,002 302 123 Poseidon 134 37 97 93 Other (1) 213 126 87 82 As of December 31, 2021 Current assets Non-current assets Total assets Current liabilities Non-current liabilities Equity (deficit) Total liabilities and equity (deficit) Balance Sheets Mattox $ 11 $ 195 $ 206 $ — $ 9 $ 197 $ 206 Amberjack 53 786 839 5 134 700 839 Mars 50 245 295 26 79 190 295 Bengal 28 164 192 11 — 181 192 Explorer 85 574 659 54 508 97 659 Colonial 695 3,008 3,703 307 3,503 (107) 3,703 Poseidon 18 167 185 8 232 (55) 185 Other (1) 33 871 904 43 459 402 904 (1) Included in Other is the activity associated with our investments in Permian Basin, LOCAP, Proteus and Endymion. For the Year Ended December 31, 2020 Total revenues Total operating expenses Operating income Net income Statements of Income Mattox (1) $ 66 $ 9 $ 57 $ 57 Amberjack 280 78 202 201 Mars 259 97 162 163 Bengal 65 30 35 35 Explorer 329 175 154 119 Colonial 1,395 660 735 473 Poseidon 147 36 111 105 Other (2) 220 123 97 88 As of December 31, 2020 Current assets Non-current assets Total assets Current liabilities Non-current liabilities Equity (deficit) Total liabilities and equity (deficit) Balance Sheets Mattox (1) $ 13 $ 204 $ 217 $ — $ 12 $ 205 $ 217 Amberjack 44 836 880 10 124 746 880 Mars 47 269 316 23 103 190 316 Bengal 33 161 194 7 — 187 194 Explorer 74 537 611 49 459 103 611 Colonial 501 3,105 3,606 245 3,508 (147) 3,606 Poseidon 31 176 207 10 238 (41) 207 Other (2) 35 920 955 56 486 413 955 (1) Our interest in Mattox was acquired in the April 2020 Transaction. Mattox’s total revenues, total operating expenses and operating income (on a 100% basis) were $85 million, $12 million and $73 million, respectively. (2) Included in Other is the activity associated with our investments in Permian Basin, LOCAP, Proteus and Endymion. For the Year Ended December 31, 2019 Total revenues Total operating expenses Operating income Net income Statements of Income Amberjack $ 315 $ 73 $ 242 $ 243 Mars 282 104 178 179 Bengal 77 30 47 47 Explorer (1) 258 115 143 111 Colonial (2) 829 449 380 255 Poseidon 132 35 97 87 Other (3) 190 108 82 73 As of December 31, 2019 Current assets Non-current assets Total assets Current liabilities Non-current liabilities Equity (deficit) Total liabilities and equity (deficit) Balance Sheets Amberjack $ 56 $ 804 $ 860 $ 4 $ 32 $ 824 $ 860 Mars 57 173 230 8 22 200 230 Bengal 35 157 192 6 — 186 192 Explorer (1) 93 530 623 44 442 137 623 Colonial (2) 323 2,920 3,243 519 2,873 (149) 3,243 Poseidon 30 190 220 16 246 (42) 220 Other (3) 60 917 977 73 469 435 977 (1) Our interest in Explorer was acquired on June 6, 2019. Explorer total revenues, total operating expenses and operating income (on a 100% basis) was $443 million, $196 million and $247 million, respectively. (2) Our interest in Colonial was acquired on June 6, 2019. Colonial total revenues, total operating expenses and operating income (on a 100% basis) was $1,437 million, $735 million and $702 million, respectively. (2) Included in Other is the activity associated with our investments in Permian Basin, LOCAP, Proteus and Endymion. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment, net consists of the following as of the dates indicated: December 31, Depreciable Life 2021 2020 Land — $ 12 $ 12 Building and improvements 10 - 40 years 45 47 Pipeline and equipment (1) 10 - 30 years 1,240 1,263 Other 5 - 25 years 35 34 1,332 1,356 Accumulated depreciation and amortization (2) (690) (661) 642 695 Construction in progress 12 4 Property, plant and equipment, net $ 654 $ 699 (1) As of December 31, 2021 and 2020, includes cost of $366 million and $372 million, respectively, related to assets under operating leases (as lessor). As of both December 31, 2021 and 2020, includes cost of $23 million related to assets under capital lease (as lessee). (2) As of December 31, 2021 and 2020, includes accumulated depreciation of $155 million and $147 million, respectively, related to assets under operating leases (as lessor), which commenced in May 2017 and December 2017. As of December 31, 2021 and 2020, includes accumulated depreciation of $9 million and $8 million, respectively, related to assets under capital lease (as lessee). Depreciation and amortization expense on property, plant and equipment for 2021, 2020 and 2019 was $50 million, $50 million and $49 million, respectively, and is included in cost and expenses in the accompanying consolidated statements of income. Depreciation and amortization expense on property, plant and equipment includes amounts pertaining to assets under operating (as lessor) and capital leases (as lessee). We evaluate long-lived assets for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount of our assets may not be recoverable. Due to the changes in market conditions and the extent of use of certain long-lived assets, we evaluated whether an impairment indicator existed as of December 31, 2021. Based on our current forecast and expectations of market conditions, we determined that there was no triggering event that required us to update our impairment evaluation of property, plant and equipment. However, if current volatile market conditions deteriorate or any future downturn continues for an extended period of time, we may be required to assess the recoverability of our long-lived assets, which could result in an impairment. May 2021 Transaction Effective May 1, 2021, Triton sold to SOPUS, as designee of SPLC, the Anacortes Assets. In exchange for the Anacortes Assets, SPLC paid Triton $10 million in cash and transferred to the Operating Company, as designee of Triton, SPLC’s 7.5% interest in Zydeco. Effective May 1, 2021, the Partnership owns a 100.0% ownership interest in Zydeco. Refer to Note 3 – Acquisitions and Other Transactions for additional information on this transaction. Auger Divestiture On January 25, 2021, we executed an agreement to divest the 12” segment of the Auger pipeline; however, this agreement was subsequently terminated. As a result of the intended divestment, we recorded an impairment charge of approximately $3 million during the first quarter of 2021. On April 29, 2021, we executed a new agreement to divest this segment of pipeline, effective June 1, 2021. We received approximately $2 million in cash consideration for this sale. The remainder of the Auger pipeline continues to operate under the ownership of Pecten. Refer to Note 3 – Acquisitions and Other Transactions for additional information on this divestiture. |
Accrued Liabilities - Third Par
Accrued Liabilities - Third Parties | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Project accruals $ 2 $ 4 Property taxes 6 5 Other accrued liabilities 3 1 Total accrued liabilities – third parties $ 11 $ 10 |
Related Party Debt
Related Party Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Related Party Debt | Related Party Debt Consolidated related party debt obligations comprise the following as of the dates indicated: December 31, 2021 December 31, 2020 Outstanding Balance Total Capacity Available Capacity Outstanding Balance Total Capacity Available Capacity Current Five $ 400 $ 1,000 $ 600 $ — $ — $ — Total current debt payable (1) $ 400 $ 1,000 $ 600 $ — $ — $ — Noncurrent 2021 Ten $ 600 $ 600 $ — $ — $ — $ — Ten 600 600 — 600 600 — Seven 600 600 — 600 600 — Five 494 760 266 494 760 266 Five — — — 400 1,000 600 Five (2) — — — 600 600 — 2019 Zydeco Revolver (3) — — — — 30 30 Unamortized debt issuance costs (2) n/a n/a (2) n/a n/a Total noncurrent debt payable $ 2,292 $ 2,560 $ 266 $ 2,692 $ 3,590 $ 896 Total debt payable $ 2,692 $ 3,560 $ 866 $ 2,692 $ 3,590 $ 896 (1) The unamortized debt issuance costs for the current debt payable is less than $1 million and is therefore not being reflected in this table. (2) The Five Year Fixed Facility was terminated in March 2021. See below for additional information. (3) The 2019 Zydeco Revolver was terminated effective June 30, 2021. See below for additional information. Interest and fee expenses associated with our borrowings, net of capitalized interest, were $82 million, $90 million and $92 million for 2021, 2020 and 2019, respectively, of which we paid $81 million, $92 million and $88 million, respectively. Credit Facility Agreements 2021 Ten Year Fixed Facility On March 16, 2021, we entered into a ten-year fixed rate credit facility with STCW with a borrowing capacity of $600 million (the “2021 Ten Year Fixed Facility”). The 2021 Ten Year Fixed Facility bears an interest rate of 2.96% per annum and matures on March 16, 2031. No issuance fee was incurred in connection with the 2021 Ten Year Fixed Facility. The 2021 Ten Year Fixed Facility contains customary representations, warranties, covenants and events of default, the occurrence of which would permit the lender to accelerate the maturity date of amounts borrowed under the 2021 Ten Year Fixed Facility. Ten Year Fixed Facility On June 4, 2019, we entered into a ten-year fixed rate credit facility with STCW with a borrowing capacity of $600 million (the “Ten Year Fixed Facility”). The Ten Year Fixed Facility bears an interest rate of 4.18% per annum and matures on June 4, 2029. No issuance fee was incurred in connection with the Ten Year Fixed Facility. The Ten Year Fixed Facility contains customary representations, warranties, covenants and events of default, the occurrence of which would permit the lender to accelerate the maturity date of amounts borrowed under the Ten Year Fixed Facility. Seven Year Fixed Facility On July 31, 2018, we entered into a seven-year fixed rate credit facility with STCW with a borrowing capacity of $600 million (the “Seven Year Fixed Facility”). We incurred an issuance fee of $1 million, which was paid on August 7, 2018. The Seven Year Fixed Facility contains customary representations, warranties, covenants and events of default, the occurrence of which would permit the lender to accelerate the maturity date of amounts borrowed under the Seven Year Fixed Facility. The Seven Year Fixed Facility bears an interest rate of 4.06% per annum and matures on July 31, 2025. Five Year Revolver due July 2023 On August 1, 2018, we amended and restated the five year revolving credit facility originally due October 2019 such that the facility will now mature on July 31, 2023 (the “Five Year Revolver due July 2023”). The Five Year Revolver due July 2023 has a borrowing capacity of $760 million and will continue to bear interest at LIBOR plus a margin and we continue to pay interest of 0.19% on any unused capacity. Commitment fees began to accrue beginning on the date we entered into the agreement. There was no issuance fee associated with this amendment. All other material terms and conditions of the Five Year Revolver due July 2023 remain unchanged. As of December 31, 2021, the annualized weighted average interest rate for the Five Year Revolver due July 2023 was 1.28%. The Five Year Revolver due July 2023 was originally entered into on November 3, 2014, and provides that loans advanced under the facility can have a term ending on or before its maturity date. 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 million and paid an issuance fee of $2 million. Borrowings under the Five Year Revolver due December 2022 bear interest at the three-month LIBOR rate plus a margin, or, in the alternative, the percentage rate per annum which is the rate notified to us by STCW in accordance with the terms thereunder before interest is due to be paid in respect of a loan . Additionally, we pay interest of 0.19% on any unused capacity. As of December 31, 2021, the weighted average interest rate for the Five Year Revolver due December 2022 was 1.47%. 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 million (the “Five Year Fixed Facility”). In March 2021, the Five Year Fixed Facility was replaced and repaid by the borrowings under the 2021 Ten Year Fixed Facility. In consideration for STCW’s consent to the prepayment of the Five Year Fixed Facility, the Partnership incurred a fee of approximately $2 million, which was paid on March 23, 2021. The Five Year Fixed Facility automatically terminated in connection with the prepayment. Zydeco Revolving Credit Facility Agreement On August 1, 2019, Zydeco entered into a senior unsecured revolving loan facility agreement with STCW, effective August 6, 2019 (the “2019 Zydeco Revolver”). The 2019 Zydeco Revolver had a borrowing capacity of $30 million. On June 30, 2021, Zydeco entered into a termination of revolving loan facility agreement with STCW to terminate the 2019 Zydeco Revolver. Zydeco had not borrowed any funds under this facility, and therefore, no further obligations existed at the time of termination. Borrowings and Repayments Borrowings under the Five Year Revolver due July 2023 and the Five Year Revolver due December 2022 bear interest at the three-month LIBOR rate plus a margin or, in certain instances (including if LIBOR is discontinued) at an alternate interest rate as described in each respective revolver. LIBOR is being discontinued globally, and as such, a new benchmark will take its place. We are in discussion with our Parent to further clarify the reference rate(s) applicable to our revolving credit facilities once LIBOR is discontinued, and once determined, will assess the financial impact, if any. Borrowings under these revolving credit facilities approximate fair value as the interest rates are variable and reflective of market rates, which results in Level 2 instruments. The fair value of our fixed rate credit facilities is estimated based on the published market prices for issuances of similar risk and tenor and is categorized as Level 2 within the fair value hierarchy. As of December 31, 2021, the carrying amount and estimated fair value of total debt (before amortization of issuance costs) was $2,694 million and $2,849 million, respectively. As of December 31, 2020, the carrying amount and estimated fair value of total debt (before amortization of issuance costs) was $2,694 million and $2,928 million, respectively. The 2021 Ten Year Fixed Facility was fully drawn on March 23, 2021, and the borrowings were used to repay the borrowings under, and replace, the Five Year Fixed Facility. In consideration for STCW’s consent to the prepayment of the Five Year Fixed Facility, the Partnership incurred a fee of approximately $2 million, which was paid on March 23, 2021. The Five Year Fixed Facility automatically terminated in connection with the prepayment. The Ten Year Fixed Facility was fully drawn on June 6, 2019 to partially fund the June 2019 Acquisition. Borrowings and repayments under our credit facilities for 2021, 2020 and 2019 are disclosed in our consolidated statements of cash flows. See Note 3 — Acquisitions and Other Transactions for additional information regarding our use of borrowings if applicable to the period. See Note 11 – (Deficit) Equity for additional information regarding the source of our repayments, if applicable to the period. Covenants Under the 2021 Ten Year Fixed Facility, the Ten Year Fixed Facility, the Seven Year Fixed Facility, the Five Year Revolver due July 2023 and the Five Year Revolver due December 2022, we have agreed, amongst other things: • 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. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases Adoption of ASC Topic 842 “Leases” On January 1, 2019, we adopted the lease standard by applying the modified retrospective approach to all leases on January 1, 2019. We elected the package of practical expedients upon transition that permits us to not reassess (1) whether any contracts entered into prior to adoption are or contain leases, (2) the lease classification of existing leases and (3) initial direct costs for any leases that existed prior to adoption. We also elected the practical expedient to not evaluate existing or expired land easements that were not accounted for as leases under previous guidance. Generally, we account for term-based land easements where we control the use of the land surface as leases. Upon adoption on January 1, 2019, we recognized operating lease right-of-use (“ROU”) assets and corresponding lease liabilities of $5 million. As lessor, the accounting for operating leases has not changed and the adoption did not have an impact on our existing transportation and terminaling services agreements that are considered operating leases. As lessee, the accounting for finance leases (capital leases) was substantially unchanged. Lessee accounting We determine if an arrangement is or contains a lease at inception. Our assessment is based on (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period and (3) whether we have the right to direct the use of the asset. Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria. The lease classification affects the expense recognition in the income statement. Operating lease costs are recorded entirely in operating expenses. Finance lease costs are split, where amortization of the ROU asset is recorded in operating expenses and an implied interest component is recorded in interest expense. Under the lease standard, operating leases (as lessee) are included in Operating lease right-of-use assets, Accrued liabilities - third parties and Operating lease liabilities in our consolidated balance sheets. Finance leases (as lessee) are included in Property, plant and equipment, Accrued liabilities – third parties and Finance lease liabilities in our consolidated balance sheets. ROU assets and lease liabilities are recognized at commencement date based on the present value of the future minimum lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate (“IBR”) based on the information available at transition date in determining the present value of future payments. The ROU asset includes any lease payments made but excludes lease incentives and initial direct costs incurred, if any. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have long-term non-cancelable third-party operating leases for land. Several of the leases provide for renewal terms. We hold cancellable 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. Odyssey entered into an operating lease in May 1999 with a third party for usage of offshore platform space at Main Pass 289C. The terms of this operating lease agreement were modified as of August 27, 2021 and the contract modification is effective retrospectively from January 26, 2021. The variable lease payment for the modified agreement consists of the operating expenses incurred and the throughput fee required by the platform. The agreement will terminate as of January 1, 2023. We are also obligated under two finance leases. On December 1, 2014, we entered into a terminal services agreement in which we were to take possession of certain storage tanks located in Port Neches, Texas, effective December 1, 2015. In October 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 paid a nominal monthly fee. Our capitalized costs and related capital lease obligation commenced effective December 1, 2015, and the storage tanks were placed in-service on September 1, 2016. Under this agreement, in the eighteenth month after the in-service date, actual fixed and variable costs could be compared to premised costs. If the actual and premised operating costs differ by more than 5%, the lease would be adjusted accordingly, and this adjustment will be effective for the remainder of the lease. No adjustment has been made to date. The imputed interest rate on the capital portion of the lease is 15%. We also have a lease of offshore platform space on the Garden Banks 128 “A” platform. Lease extensions. Many of our leases have options to either extend or terminate the lease. In determining the lease term, we considered all available contract extensions that are reasonably certain of occurring. Significant assumptions and judgments Incremental borrowing rate. We are generally not made aware of the interest rate implicit in a lease due to several reasons, including: (1) uncertainty as to the total amount of the costs incurred by the lessor in negotiating the lease or whether certain costs incurred by the lessor would qualify as initial direct costs and (2) uncertainty as to the lessor’s expectation of the residual value of the asset at the end of the lease. Therefore, we use our IBR at the commencement of the lease and estimate the IBR for each lease agreement taking into consideration lease contract term, collateral and entity credit ratings, and use sensitivity analyses to evaluate the reasonableness of the rates determined. Lease balances and costs The following tables summarize balance sheet data related to leases at December 31, 2021 and 2020 and our lease costs as of and for the year ended December 31, 2021, 2020 and 2019 : Leases Classification December 31, 2021 December 31, 2020 Assets Operating lease assets Operating lease right-of-use assets $ 3 $ 4 Finance lease assets Property, plant and equipment, net (1) 14 16 Total lease assets $ 17 $ 20 Liabilities Current Finance Accrued liabilities - third parties $ 1 $ 1 Noncurrent Operating Operating lease liabilities 4 4 Finance Finance lease liabilities 23 24 Total lease liabilities $ 28 $ 29 (1) Finance lease assets are recorded net of accumulated amortization of $9 million as of December 31, 2021 and $8 million as of December 31, 2020. Lease cost Classification December 31, 2021 December 31, 2020 December 31, 2019 Operating lease cost (1) Operations and maintenance - third parties $ — $ — $ — Finance lease cost (cost resulting from lease payments): Amortization of leased assets Depreciation and amortization 1 1 1 Interest on lease liabilities Interest expense, net 3 4 4 Total lease cost $ 4 $ 5 $ 5 (1) Amounts for each year ended December 31, 2021, 2020 and 2019 were less than $1 million. Other information December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ — $ — Operating cash flows from finance leases (3) (3) Financing cash flows from finance leases (1) (1) (1) Amounts for each year ended December 31, 2021 and 2020 were less than $1 million. December 31, 2021 December 31, 2020 December 31, 2019 Weighted-average remaining lease term (years): Operating leases 18 19 20 Finance leases 9 10 11 Weighted-average discount rate: Operating leases 5.3 % 5.8 % 5.8 % Finance leases 14.3 % 14.3 % 14.3 % Annual maturity analysis The future annual maturity of lease payments as of December 31, 2021 for the above lease obligations was: Maturity of lease liabilities Operating Leases (1) Finance Leases (2) Total 2022 $ — $ 4 $ 4 2023 1 4 5 2024 — 4 4 2025 — 5 5 2026 — 5 5 Remainder 5 22 27 Total lease payments 6 44 50 Less: Interest (3) (2) (20) (22) Present value of lease liabilities (4) $ 4 $ 24 $ 28 (1) Operating lease payments include $2 million related to options to extend lease terms that are reasonably certain of being exercised. (2) Includes $24 million in principal and excludes $7 million in executory costs. (3) Calculated using the interest rate for each lease. (4) Includes the current portion of $1 million for the finance lease. Lessor accounting We have certain transportation and terminaling services agreements with related parties entered into prior to the adoption date of January 1, 2019 that are considered operating leases and include both a lease component and an implied operation and maintenance service component (“non-lease service component”). Certain of these agreements were entered into for terms of ten years with the option to extend for two additional terms of five years each. One of these contracts was amended to include an option for the lessee to extend for a fourteen 2019 are disclosed in Note 12 — Revenue Recognition . Our risk management strategy for the residual assets is mitigated by the long-term nature of the underlying assets and the long-term nature of our lease agreements. Significant assumptions and judgments Lease and non-lease components. Certain of our revenues are accounted for under the lease standard, as the underlying contracts convey the right to control the use of the identified asset for a period of time. We allocate the arrangement consideration between the lease components that fall within the scope of the lease standard and any non-lease service components within the scope of the revenue standard based on the relative stand-alone selling price of each component. See Note 12 — Revenue Recognition for additional information regarding the allocation of the consideration in a contract between the lease and non-lease service components. Annual maturity analysis As of December 31, 2021, future annual maturity of lease payments to be received under the contract terms of these operating leases, which includes only the lease components of these leases, was estimated to be: Maturity of lease payments Operating leases (1) 2022 $ 56 2023 56 2024 56 2025 56 2026 56 Remainder 394 Total lease payments $ 674 (1) Operating lease payments include $366 million related to options to extend lease terms that are reasonably certain of being exercised. Other As of December 31, 2021 and 2020, we had short-term payment obligations relating to capital expenditures each totaling $1 million, respectively. These represent unconditional payment obligations to vendors for products and services delivered in connection with capital projects. |
Leases | Leases Adoption of ASC Topic 842 “Leases” On January 1, 2019, we adopted the lease standard by applying the modified retrospective approach to all leases on January 1, 2019. We elected the package of practical expedients upon transition that permits us to not reassess (1) whether any contracts entered into prior to adoption are or contain leases, (2) the lease classification of existing leases and (3) initial direct costs for any leases that existed prior to adoption. We also elected the practical expedient to not evaluate existing or expired land easements that were not accounted for as leases under previous guidance. Generally, we account for term-based land easements where we control the use of the land surface as leases. Upon adoption on January 1, 2019, we recognized operating lease right-of-use (“ROU”) assets and corresponding lease liabilities of $5 million. As lessor, the accounting for operating leases has not changed and the adoption did not have an impact on our existing transportation and terminaling services agreements that are considered operating leases. As lessee, the accounting for finance leases (capital leases) was substantially unchanged. Lessee accounting We determine if an arrangement is or contains a lease at inception. Our assessment is based on (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period and (3) whether we have the right to direct the use of the asset. Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria. The lease classification affects the expense recognition in the income statement. Operating lease costs are recorded entirely in operating expenses. Finance lease costs are split, where amortization of the ROU asset is recorded in operating expenses and an implied interest component is recorded in interest expense. Under the lease standard, operating leases (as lessee) are included in Operating lease right-of-use assets, Accrued liabilities - third parties and Operating lease liabilities in our consolidated balance sheets. Finance leases (as lessee) are included in Property, plant and equipment, Accrued liabilities – third parties and Finance lease liabilities in our consolidated balance sheets. ROU assets and lease liabilities are recognized at commencement date based on the present value of the future minimum lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate (“IBR”) based on the information available at transition date in determining the present value of future payments. The ROU asset includes any lease payments made but excludes lease incentives and initial direct costs incurred, if any. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have long-term non-cancelable third-party operating leases for land. Several of the leases provide for renewal terms. We hold cancellable 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. Odyssey entered into an operating lease in May 1999 with a third party for usage of offshore platform space at Main Pass 289C. The terms of this operating lease agreement were modified as of August 27, 2021 and the contract modification is effective retrospectively from January 26, 2021. The variable lease payment for the modified agreement consists of the operating expenses incurred and the throughput fee required by the platform. The agreement will terminate as of January 1, 2023. We are also obligated under two finance leases. On December 1, 2014, we entered into a terminal services agreement in which we were to take possession of certain storage tanks located in Port Neches, Texas, effective December 1, 2015. In October 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 paid a nominal monthly fee. Our capitalized costs and related capital lease obligation commenced effective December 1, 2015, and the storage tanks were placed in-service on September 1, 2016. Under this agreement, in the eighteenth month after the in-service date, actual fixed and variable costs could be compared to premised costs. If the actual and premised operating costs differ by more than 5%, the lease would be adjusted accordingly, and this adjustment will be effective for the remainder of the lease. No adjustment has been made to date. The imputed interest rate on the capital portion of the lease is 15%. We also have a lease of offshore platform space on the Garden Banks 128 “A” platform. Lease extensions. Many of our leases have options to either extend or terminate the lease. In determining the lease term, we considered all available contract extensions that are reasonably certain of occurring. Significant assumptions and judgments Incremental borrowing rate. We are generally not made aware of the interest rate implicit in a lease due to several reasons, including: (1) uncertainty as to the total amount of the costs incurred by the lessor in negotiating the lease or whether certain costs incurred by the lessor would qualify as initial direct costs and (2) uncertainty as to the lessor’s expectation of the residual value of the asset at the end of the lease. Therefore, we use our IBR at the commencement of the lease and estimate the IBR for each lease agreement taking into consideration lease contract term, collateral and entity credit ratings, and use sensitivity analyses to evaluate the reasonableness of the rates determined. Lease balances and costs The following tables summarize balance sheet data related to leases at December 31, 2021 and 2020 and our lease costs as of and for the year ended December 31, 2021, 2020 and 2019 : Leases Classification December 31, 2021 December 31, 2020 Assets Operating lease assets Operating lease right-of-use assets $ 3 $ 4 Finance lease assets Property, plant and equipment, net (1) 14 16 Total lease assets $ 17 $ 20 Liabilities Current Finance Accrued liabilities - third parties $ 1 $ 1 Noncurrent Operating Operating lease liabilities 4 4 Finance Finance lease liabilities 23 24 Total lease liabilities $ 28 $ 29 (1) Finance lease assets are recorded net of accumulated amortization of $9 million as of December 31, 2021 and $8 million as of December 31, 2020. Lease cost Classification December 31, 2021 December 31, 2020 December 31, 2019 Operating lease cost (1) Operations and maintenance - third parties $ — $ — $ — Finance lease cost (cost resulting from lease payments): Amortization of leased assets Depreciation and amortization 1 1 1 Interest on lease liabilities Interest expense, net 3 4 4 Total lease cost $ 4 $ 5 $ 5 (1) Amounts for each year ended December 31, 2021, 2020 and 2019 were less than $1 million. Other information December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ — $ — Operating cash flows from finance leases (3) (3) Financing cash flows from finance leases (1) (1) (1) Amounts for each year ended December 31, 2021 and 2020 were less than $1 million. December 31, 2021 December 31, 2020 December 31, 2019 Weighted-average remaining lease term (years): Operating leases 18 19 20 Finance leases 9 10 11 Weighted-average discount rate: Operating leases 5.3 % 5.8 % 5.8 % Finance leases 14.3 % 14.3 % 14.3 % Annual maturity analysis The future annual maturity of lease payments as of December 31, 2021 for the above lease obligations was: Maturity of lease liabilities Operating Leases (1) Finance Leases (2) Total 2022 $ — $ 4 $ 4 2023 1 4 5 2024 — 4 4 2025 — 5 5 2026 — 5 5 Remainder 5 22 27 Total lease payments 6 44 50 Less: Interest (3) (2) (20) (22) Present value of lease liabilities (4) $ 4 $ 24 $ 28 (1) Operating lease payments include $2 million related to options to extend lease terms that are reasonably certain of being exercised. (2) Includes $24 million in principal and excludes $7 million in executory costs. (3) Calculated using the interest rate for each lease. (4) Includes the current portion of $1 million for the finance lease. Lessor accounting We have certain transportation and terminaling services agreements with related parties entered into prior to the adoption date of January 1, 2019 that are considered operating leases and include both a lease component and an implied operation and maintenance service component (“non-lease service component”). Certain of these agreements were entered into for terms of ten years with the option to extend for two additional terms of five years each. One of these contracts was amended to include an option for the lessee to extend for a fourteen 2019 are disclosed in Note 12 — Revenue Recognition . Our risk management strategy for the residual assets is mitigated by the long-term nature of the underlying assets and the long-term nature of our lease agreements. Significant assumptions and judgments Lease and non-lease components. Certain of our revenues are accounted for under the lease standard, as the underlying contracts convey the right to control the use of the identified asset for a period of time. We allocate the arrangement consideration between the lease components that fall within the scope of the lease standard and any non-lease service components within the scope of the revenue standard based on the relative stand-alone selling price of each component. See Note 12 — Revenue Recognition for additional information regarding the allocation of the consideration in a contract between the lease and non-lease service components. Annual maturity analysis As of December 31, 2021, future annual maturity of lease payments to be received under the contract terms of these operating leases, which includes only the lease components of these leases, was estimated to be: Maturity of lease payments Operating leases (1) 2022 $ 56 2023 56 2024 56 2025 56 2026 56 Remainder 394 Total lease payments $ 674 (1) Operating lease payments include $366 million related to options to extend lease terms that are reasonably certain of being exercised. Other As of December 31, 2021 and 2020, we had short-term payment obligations relating to capital expenditures each totaling $1 million, respectively. These represent unconditional payment obligations to vendors for products and services delivered in connection with capital projects. |
Leases | Leases Adoption of ASC Topic 842 “Leases” On January 1, 2019, we adopted the lease standard by applying the modified retrospective approach to all leases on January 1, 2019. We elected the package of practical expedients upon transition that permits us to not reassess (1) whether any contracts entered into prior to adoption are or contain leases, (2) the lease classification of existing leases and (3) initial direct costs for any leases that existed prior to adoption. We also elected the practical expedient to not evaluate existing or expired land easements that were not accounted for as leases under previous guidance. Generally, we account for term-based land easements where we control the use of the land surface as leases. Upon adoption on January 1, 2019, we recognized operating lease right-of-use (“ROU”) assets and corresponding lease liabilities of $5 million. As lessor, the accounting for operating leases has not changed and the adoption did not have an impact on our existing transportation and terminaling services agreements that are considered operating leases. As lessee, the accounting for finance leases (capital leases) was substantially unchanged. Lessee accounting We determine if an arrangement is or contains a lease at inception. Our assessment is based on (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period and (3) whether we have the right to direct the use of the asset. Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria. The lease classification affects the expense recognition in the income statement. Operating lease costs are recorded entirely in operating expenses. Finance lease costs are split, where amortization of the ROU asset is recorded in operating expenses and an implied interest component is recorded in interest expense. Under the lease standard, operating leases (as lessee) are included in Operating lease right-of-use assets, Accrued liabilities - third parties and Operating lease liabilities in our consolidated balance sheets. Finance leases (as lessee) are included in Property, plant and equipment, Accrued liabilities – third parties and Finance lease liabilities in our consolidated balance sheets. ROU assets and lease liabilities are recognized at commencement date based on the present value of the future minimum lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate (“IBR”) based on the information available at transition date in determining the present value of future payments. The ROU asset includes any lease payments made but excludes lease incentives and initial direct costs incurred, if any. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have long-term non-cancelable third-party operating leases for land. Several of the leases provide for renewal terms. We hold cancellable 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. Odyssey entered into an operating lease in May 1999 with a third party for usage of offshore platform space at Main Pass 289C. The terms of this operating lease agreement were modified as of August 27, 2021 and the contract modification is effective retrospectively from January 26, 2021. The variable lease payment for the modified agreement consists of the operating expenses incurred and the throughput fee required by the platform. The agreement will terminate as of January 1, 2023. We are also obligated under two finance leases. On December 1, 2014, we entered into a terminal services agreement in which we were to take possession of certain storage tanks located in Port Neches, Texas, effective December 1, 2015. In October 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 paid a nominal monthly fee. Our capitalized costs and related capital lease obligation commenced effective December 1, 2015, and the storage tanks were placed in-service on September 1, 2016. Under this agreement, in the eighteenth month after the in-service date, actual fixed and variable costs could be compared to premised costs. If the actual and premised operating costs differ by more than 5%, the lease would be adjusted accordingly, and this adjustment will be effective for the remainder of the lease. No adjustment has been made to date. The imputed interest rate on the capital portion of the lease is 15%. We also have a lease of offshore platform space on the Garden Banks 128 “A” platform. Lease extensions. Many of our leases have options to either extend or terminate the lease. In determining the lease term, we considered all available contract extensions that are reasonably certain of occurring. Significant assumptions and judgments Incremental borrowing rate. We are generally not made aware of the interest rate implicit in a lease due to several reasons, including: (1) uncertainty as to the total amount of the costs incurred by the lessor in negotiating the lease or whether certain costs incurred by the lessor would qualify as initial direct costs and (2) uncertainty as to the lessor’s expectation of the residual value of the asset at the end of the lease. Therefore, we use our IBR at the commencement of the lease and estimate the IBR for each lease agreement taking into consideration lease contract term, collateral and entity credit ratings, and use sensitivity analyses to evaluate the reasonableness of the rates determined. Lease balances and costs The following tables summarize balance sheet data related to leases at December 31, 2021 and 2020 and our lease costs as of and for the year ended December 31, 2021, 2020 and 2019 : Leases Classification December 31, 2021 December 31, 2020 Assets Operating lease assets Operating lease right-of-use assets $ 3 $ 4 Finance lease assets Property, plant and equipment, net (1) 14 16 Total lease assets $ 17 $ 20 Liabilities Current Finance Accrued liabilities - third parties $ 1 $ 1 Noncurrent Operating Operating lease liabilities 4 4 Finance Finance lease liabilities 23 24 Total lease liabilities $ 28 $ 29 (1) Finance lease assets are recorded net of accumulated amortization of $9 million as of December 31, 2021 and $8 million as of December 31, 2020. Lease cost Classification December 31, 2021 December 31, 2020 December 31, 2019 Operating lease cost (1) Operations and maintenance - third parties $ — $ — $ — Finance lease cost (cost resulting from lease payments): Amortization of leased assets Depreciation and amortization 1 1 1 Interest on lease liabilities Interest expense, net 3 4 4 Total lease cost $ 4 $ 5 $ 5 (1) Amounts for each year ended December 31, 2021, 2020 and 2019 were less than $1 million. Other information December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ — $ — Operating cash flows from finance leases (3) (3) Financing cash flows from finance leases (1) (1) (1) Amounts for each year ended December 31, 2021 and 2020 were less than $1 million. December 31, 2021 December 31, 2020 December 31, 2019 Weighted-average remaining lease term (years): Operating leases 18 19 20 Finance leases 9 10 11 Weighted-average discount rate: Operating leases 5.3 % 5.8 % 5.8 % Finance leases 14.3 % 14.3 % 14.3 % Annual maturity analysis The future annual maturity of lease payments as of December 31, 2021 for the above lease obligations was: Maturity of lease liabilities Operating Leases (1) Finance Leases (2) Total 2022 $ — $ 4 $ 4 2023 1 4 5 2024 — 4 4 2025 — 5 5 2026 — 5 5 Remainder 5 22 27 Total lease payments 6 44 50 Less: Interest (3) (2) (20) (22) Present value of lease liabilities (4) $ 4 $ 24 $ 28 (1) Operating lease payments include $2 million related to options to extend lease terms that are reasonably certain of being exercised. (2) Includes $24 million in principal and excludes $7 million in executory costs. (3) Calculated using the interest rate for each lease. (4) Includes the current portion of $1 million for the finance lease. Lessor accounting We have certain transportation and terminaling services agreements with related parties entered into prior to the adoption date of January 1, 2019 that are considered operating leases and include both a lease component and an implied operation and maintenance service component (“non-lease service component”). Certain of these agreements were entered into for terms of ten years with the option to extend for two additional terms of five years each. One of these contracts was amended to include an option for the lessee to extend for a fourteen 2019 are disclosed in Note 12 — Revenue Recognition . Our risk management strategy for the residual assets is mitigated by the long-term nature of the underlying assets and the long-term nature of our lease agreements. Significant assumptions and judgments Lease and non-lease components. Certain of our revenues are accounted for under the lease standard, as the underlying contracts convey the right to control the use of the identified asset for a period of time. We allocate the arrangement consideration between the lease components that fall within the scope of the lease standard and any non-lease service components within the scope of the revenue standard based on the relative stand-alone selling price of each component. See Note 12 — Revenue Recognition for additional information regarding the allocation of the consideration in a contract between the lease and non-lease service components. Annual maturity analysis As of December 31, 2021, future annual maturity of lease payments to be received under the contract terms of these operating leases, which includes only the lease components of these leases, was estimated to be: Maturity of lease payments Operating leases (1) 2022 $ 56 2023 56 2024 56 2025 56 2026 56 Remainder 394 Total lease payments $ 674 (1) Operating lease payments include $366 million related to options to extend lease terms that are reasonably certain of being exercised. Other As of December 31, 2021 and 2020, we had short-term payment obligations relating to capital expenditures each totaling $1 million, respectively. These represent unconditional payment obligations to vendors for products and services delivered in connection with capital projects. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossAs a result of the transactions contemplated by the June 2019 Acquisition, we recorded an accumulated other comprehensive loss related to pension and other post-retirement benefits provided by Explorer and Colonial to their employees. We are not a sponsor of these benefits plans. The June 2019 Acquisition is accounted for as a transaction between entities under common control on a prospective basis, and we have recorded the acquisition on our consolidated balance sheet at SPLC’s historical basis, which included accumulated other comprehensive loss. In 2021, we recorded $1 million in other comprehensive gain, and in 2020 and 2019, we recorded $1 million and $2 million, respectively, in other comprehensive loss, related to remeasurements related to these pension and other post-retirement benefits. |
(Deficit) Equity
(Deficit) Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
(Deficit) Equity | (Deficit) Equity General Partner and IDR Restructuring Prior to April 1, 2020, our capital accounts were comprised of a 2% general partner interest and 98% limited partner interests. On April 1, 2020, in connection with the April 2020 Transaction, we closed on the transactions contemplated by the Partnership Interests Restructuring Agreement, pursuant to which we eliminated all of the IDRs and converted the 2% economic general partner interest in the Partnership into a non-economic general partner interest. As a result, 4,761,012 general partner units and the IDRs were canceled and are no longer outstanding, and therefore, no longer participate in distributions of cash from the Partnership. Because the transaction was among entities under common control, our general partner’s negative equity balance of $4 billion at April 1, 2020 was transferred to SPLC’s equity accounts, allocated between its holdings of common units and preferred units, based on the relative fair value of the common units and preferred units issued as consideration in the April 2020 Transaction. Shelf Registrations We have a universal shelf registration statement on Form S-3 on file with the SEC under which we, as a well-known seasoned issuer, have the ability to issue and sell an indeterminate amount of common units and partnership securities representing limited partner units. Units Outstanding The changes in the number of units outstanding from December 31, 2019 through December 31, 2021 are as follows: (in units) SPLC Preferred Public SPLC General Balance as of December 31, 2019 — 123,832,233 109,457,304 4,761,012 April 2020 Acquisition 50,782,904 — 160,000,000 (4,761,012) Balance as of December 31, 2020 50,782,904 123,832,233 269,457,304 — 2021 activities — — — — Balance as of December 31, 2021 50,782,904 123,832,233 269,457,304 — Common units 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 the Second Amended and Restated Partnership Agreement. As of both December 31, 2021 and 2020, we had 393,289,537 common units outstanding, of which 123,832,233 were publicly owned. SPLC owned 269,457,304 common units representing an aggregate 68.5% limited partner interest in us. Series A Preferred Units As of both December 31, 2021 and 2020, we had 50,782,904 preferred units outstanding. On April 1, 2020, as partial consideration for the April 2020 Transaction, we issued 50,782,904 Series A Preferred Units to SPLC at a price of $23.63 per preferred unit. The Series A Preferred Units rank senior to all common units with respect to distribution rights and rights upon liquidation. The Series A Preferred Units have voting rights, distribution rights and certain redemption rights, and are also convertible (at the option of the Partnership and at the option of the holder, in each case under certain circumstances) and are otherwise subject to the terms and conditions as set forth in the Second Amended and Restated Partnership Agreement. We classified the Series A Preferred Units as permanent equity since they are not redeemable for cash or other assets 1) at a fixed or determinable price on a fixed or determinable date; 2) at the option of the holder; or 3) upon the occurrence of an event that is not solely within the control of the issuer. Conversion At the option of Series A Preferred Unitholder s. Beginning with the earlier of (1) January 1, 2022 and (2) immediately prior to the liquidation of the Partnership, the Series A Preferred Units are convertible by the preferred unitholders, at the preferred unitholders ’ option, into common units on a one-for-one basis, adjusted to give effect to any accrued and unpaid distributions on the applicable preferred units. At the option of the Partnership. The Partnership shall have the right to convert the Series A Preferred Units on a one-for-one basis, adjusted to give effect to any accrued and unpaid distributions on the applicable Series A Preferred Units, into common units at any time from and after January 1, 2023, if the closing price of the common units is greater than $33.082 per unit (140% of the Series A Preferred Unit Issue Price (as defined in the Second Amended and Restated Partnership Agreement)) for at least 20 trading days (whether or not consecutive) in a period of 30 consecutive trading days, including the last trading day of such 30 trading day period, ending on and including the trading day immediately preceding the date on which the Partnership sends notice to the holders of Series A Preferred Units of its election to convert such Series A Preferred Units. The conversion rate for the Series A Preferred Units shall be the quotient of (a) the sum of (i) $23.63, plus (ii) any unpaid cash distributions on the applicable Series A Preferred Units , divided by (b) $23.63. Voting The Series A Preferred Units are entitled to vote on an as-converted basis with the common units and have certain other class voting rights with respect to any amendment to the Second Amended and Restated Partnership Agreement. In the event of any liquidation of the Partnership, the Series A Preferred Units are entitled to receive, out of the assets of the Partnership available for distribution to the partners or any assignees, prior and in preference to any distribution of any assets of any junior securities, the value in each holder ’ s capital account in respect of such Series A Preferred Units. Change of Control Upon the occurrence of certain events involving a change of control in which more than 90% of the consideration payable to the holders of the common units is payable in cash, the Series A Preferred Units will automatically convert into common units at the then-applicable conversion rate. Upon the occurrence of certain other events involving a change of control, the holders of the Series A Preferred Units may elect, among other potential elections, to convert the Series A Preferred Units to common units at the then-applicable conversion rate. Special Distribution Each Series A Preferred Unit has the right to share in any special distributions by the Partnership of cash, securities or other property pro rata with the common units or any other securities, on an as-converted basis, provided that special distributions shall not include regular quarterly distributions paid in the normal course of business on the common units. Distributions to our Unitholders In connection with the April 2020 Transaction, commencing with the quarter ending June 30, 2020, the holders of the Series A Preferred Units are entitled to cumulative quarterly distributions at a rate of $0.2363 per Series A Preferred Unit, payable quarterly in arrears no later than 60 days after the end of the applicable quarter. The Partnership will not be entitled to pay any distributions on any junior securities, including any of the common units, prior to paying the quarterly distribution payable to the Series A Preferred Units, including any previously accrued and unpaid distributions. For the year ended December 31, 2021, the aggregate and per unit amounts of cumulative preferred distributions paid were $48 million and $0.9452, respectively. For the year ended December 31, 2020, the aggregate and per unit amounts of cumulative preferred distributions paid were $36 million and $0.7089, respectively. Under the Second Amended and Restated Partnership Agreement, our general partner or its assignee has agreed to waive a portion of the distributions that would otherwise be payable on the common units issued to SPLC as part of the April 2020 Transaction, in an amount of $20 million per quarter for four consecutive fiscal quarters, beginning with the distribution made with respect to the second quarter of 2020 and ending with the distribution made with respect to the first quarter of 2021. See Note 4 — Related Party Transactions for terms of the Second Amended and Restated Partnership Agreement. Under the Second Amendment, our general partner elected to waive $50 million of distributions with respect to the IDRs in 2019 to be used for future investment by the Partnership. See Note 4 — Related Party Transactions for terms of the Second Amendment. 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 Preferred SPLC Common General Partner Distributions per Limited Partner Unit IDRs 2% Total (in millions, except per unit amounts) February 14, 2019 December 31, 2018 $ 49 $ — $ 40 $ 37 $ 3 $ 129 $ 0.40000 May 15, 2019 March 31, 2019 (1) 51 — 42 23 3 119 0.41500 August 14, 2019 June 30, 2019 (1) 53 — 47 28 3 131 0.43000 November 14, 2019 September 30, 2019 (1) 56 — 48 33 3 140 0.44500 February 14, 2020 December 31, 2019 57 — 50 52 3 162 0.46000 May 15, 2020 March 31, 2020 57 — 50 52 (3) 3 (4) 162 0.46000 August 14, 2020 June 30, 2020 (2) 57 12 104 — — 173 0.46000 November 13, 2020 September 30, 2020 (2) 57 12 104 — — 173 0.46000 February 12, 2021 December 31, 2020 (2) 57 12 104 — — 173 0.46000 May 14, 2021 March 31, 2021 (2) 57 12 104 — — 173 0.46000 August 13, 2021 June 30, 2021 37 12 81 — — 130 0.30000 November 12, 2021 September 30, 2021 37 12 81 — — 130 0.30000 February 11, 2022 December 31, 2021 (5) 37 12 81 — — 130 0.30000 (1) Includes the impact of waived distributions to the holders of IDRs with respect to the Second Amendment as described above. (2) Includes the impact of waived distributions to SPLC with respect to the April 2020 Transaction as described above. (3) This amount represents the Final IDR Payment (as defined in the Partnership Interests Restructuring Agreement) to which our general partner (or its assignee) was entitled pursuant to the Partnership Interests Restructuring Agreement. Also pursuant to the Partnership Interests Restructuring Agreement, our general partner agreed (on its own behalf and on behalf of its assignees) to waive any distributions that it would otherwise be entitled to receive with respect to the newly-issued 160 million common units that it received in the April 2020 Transaction for the quarter in which it receives the Final IDR Payment. Our general partner is not entitled to any further payments with respect to the IDRs, as they were cancelled as a part of the April 2020 Transaction. (4) This amount represents the final distribution payment on the 2% economic general partner interest. Our general partner is not entitled to any further payments with respect to the economic general partner interest, as it was converted into a non-economic general partner interest as a part of the April 2020 Transaction. (5) See Note 16 — Subsequent Event(s) for additional information. Distributions to Noncontrolling Interests Beginning with the third quarter of 2021, there is no distribution to SPLC for its noncontrolling interest in Zydeco as a result of the May 2021 Transaction. Refer to Note 3 — Acquisitions and Other Transactions for additional information. Distributions to SPLC for its noncontrolling interest in Zydeco were less than $1 million in 2021, and were $5 million and $4 million in 2020 and 2019, respectively. Distributions to GEL for its noncontrolling interest in Odyssey were $11 million, $11 million and $13 million in 2021, 2020 and 2019, respectively. See Note 4 — Related Party Transactions for additional details. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The revenue standard’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 revenue standard requires entities to recognize revenue through the application of a five-step model, which includes: identification of the contract; identification of the performance obligations; determination of the transaction price; allocation of the transaction price to the performance obligations; and recognition of revenue as the entity satisfies the performance obligations. Our revenues are primarily generated from the transportation, terminaling and storage of crude oil, refinery gas and refined petroleum products through our pipelines, terminals, storage tanks, docks, truck and rail racks. To identify the performance obligations, we considered all the products or services promised in the contracts with customers, whether explicitly stated or implied based on customary business practices. Revenue is recognized when each performance obligation is satisfied under the terms of the contract. Each barrel of product transported or day of services provided is considered a distinct service that represents a performance obligation that would be satisfied over time if it were accounted for separately. The services provided over the contract period are a series of distinct services that are substantially the same, have the same pattern of transfer to the customer, and, therefore, qualify as a single performance obligation. Since the customer simultaneously receives and consumes the benefits of services, we recognize revenue over time based on a measure of progress of volumes transported for transportation services contracts or number of days elapsed for storage and terminaling services contracts. Product revenue related to allowance oil sales is recognized at the point in time when the control of the oil transfers to the customer. For all performance obligations, payment is typically due in full within 30 days of the invoice date. Disaggregation of Revenue The following table provides information about disaggregated revenue by service type and customer type: 2021 2020 2019 Transportation services revenue – third parties $ 142 $ 114 $ 134 Transportation services revenue – related parties (1) 174 164 210 Storage services revenue – third parties 9 9 9 Storage services revenue – related parties 7 8 7 Terminaling services revenue – related parties (2) 120 103 47 Terminaling services revenue – major maintenance service – related parties (3) 11 7 — Product revenue – third parties (4) 1 — 5 Product revenue – related parties (4) 36 19 35 Total Topic 606 revenue 500 424 447 Lease revenue – related parties 56 57 56 Total revenue $ 556 $ 481 $ 503 (1) Transportation services revenue – related parties for each of 2021, 2020 and 2019 includes $5 million of non-lease service component in our transportation services contract. (2) Terminaling services revenue – related parties is comprised of the service components in our terminaling services contracts, including the operation and maintenance service components related to the Norco Assets in connection with the April 2020 Transaction. See Note 4 – Related Party Transactions for additional details. (3) Terminaling services revenue – major maintenance service – related parties is comprised of the service components related to providing required major maintenance to the Norco Assets in connection with the April 2020 Transaction. See Note 4 – Related Party Transactions for additional details. (4) Product revenue is comprised of allowance oil sales. Lease revenue Certain of our long-term transportation and terminaling services contracts with related parties are accounted for as operating leases. These agreements have both lease and non-lease service components. We allocate the arrangement consideration between the lease components and any non-lease service components based on the relative stand-alone selling price of each component. We estimate the stand-alone selling price of the lease and non-lease service components based on an analysis of service-related and lease-related costs for each contract, adjusted for a representative profit margin. The contracts have a minimum fixed monthly payment for both the lease and non-lease service components. We present the non-lease service components under the revenue standard within Transportation, terminaling and storage services – related parties in the consolidated statements of income. Revenues from the lease components of these agreements are recorded within Lease revenue – related parties in the consolidated statements of income. Some of these agreements were each entered into for terms of ten years, with the option for the lessee to extend for two additional five-year terms. One of these contracts was amended to include an option for the lessee to extend for a fourteen-month term prior to the original extension options. However, it is reasonably certain that the original extension options of the two additional five-year terms will not be exercised for this contract. Further, we have agreements with initial terms of ten years with the option for the lessee to extend for up to ten additional one-year terms. As of December 31, 2021, future minimum payments of both the lease and non-lease service components 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 $ 617 $ 109 $ 218 $ 218 $ 72 Transportation services revenue We have both long-term transportation contracts and month-to-month contracts for spot shippers that make nominations on our pipelines. Some of the long-term contracts entitle the customer to a specified amount of guaranteed capacity on the pipeline. Transportation services are charged at a per barrel rate or other applicable unit of measure. We apply the allocation exception guidance for variable consideration related to market indexing for long-term transportation contracts because (a) the variable payment relates specifically to our efforts to transfer the distinct service and (b) we allocate the variable amount of consideration entirely to the distinct service, which is consistent with the allocation objective. Except for guaranteed capacity payments as discussed below, transportation services are billed monthly as services are rendered. Our contracts and tariffs contain terms for the customer to reimburse us for losses from evaporation or other loss in transit in the form of allowance oil. Allowance oil represents the net difference between the tariff PLA volumes and the actual volumetric losses. We obtain control of the excess oil not lost during transportation, if any. Under the revenue standard, we include the excess oil retained during the period, if any, as non-cash consideration and include this amount in the transaction price for transportation services on a net basis. Our allowance oil revenue is valued at the average market price of the relevant type of crude oil during the month product was transported. Gains from pipeline operations that relate to allowance oil are recorded in Operations and maintenance expenses in the accompanying consolidated statements of income. 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. W e had no reserves for potential refunds as of December 31, 2021 and 2020. Storage and terminaling services revenue Storage and terminaling services are provided under short-term and long-term contracts, with a fixed price per month for committed storage and terminaling capacity, or under a monthly spot-rate for uncommitted storage or terminaling. Since the customer simultaneously receives and consumes the benefits of services, we recognize revenue over time based on the number of days elapsed. We apply the allocation exception guidance for variable consideration related to market indexing for long-term contracts because (a) the variable payment relates specifically to our efforts to transfer the distinct service and (b) we allocate the variable amount of consideration entirely to the distinct service, which is consistent with the allocation objective. Storage and terminaling services are billed monthly as services are rendered. Terminaling services revenue - Norco Assets In April 2020, the Partnership closed the April 2020 Transaction pursuant to which the Norco Assets were transferred from SOPUS and Shell Chemical to Triton. In connection with closing the April 2020 Transaction, Triton entered into terminaling service agreements with SOPUS and Shell Chemical related to the Norco Assets. These terminaling service agreements were entered into for an initial term of fifteen years, with the option to extend for additional five-year terms. The transfer of the Norco Assets, combined with the terminaling services agreements, were accounted for as a failed sale leaseback under the lease standard. The Partnership receives an annual net payment of $140 million, which is the total annual payment pursuant to the terminaling service agreements of $151 million, less $11 million, which primarily represents the allocated utility costs from SOPUS related to the Norco Assets. Both payments are subject to annual CPI adjustments pursuant to an inflation escalation clause in each of the agreements, which provides that the annual payments increase on July 1 of each year commencing on July 1, 2021. On July 1, 2021, the annual payments were escalated by applying a CPI adjustment of 4.86%. After such escalation, the Partnership receives an annual net payment of $147 million, which is the total annual payment of $158 million, less $11 million related to the allocated utility costs from SOPUS. These agreements have components related to financing receivables, for which the interest income is recognized in the consolidated statements of income and principal payments are recognized as a reduction to the financing receivables in the consolidated balance sheet. Revenue related to the operation and maintenance service components and major maintenance service components are presented within Transportation, terminaling and storage services – related parties in the consolidated statements of income. The operation and maintenance service components consist of the Partnership’s obligation to operate the Norco Assets over the life of the agreements. It is considered a distinct service that represents a performance obligation that would be satisfied over time if it were accounted for separately. The services provided over the contract period are a series of distinct services that are substantially the same, have the same pattern of transfer to the customer, and, therefore, qualify as a single performance obligation. Since the customer simultaneously receives and consumes the benefits of services, we recognize revenue over time based on the number of days elapsed. The major maintenance service components consist of the Partnership’s obligation to provide major maintenance on the Norco Assets such that the current capacity available to the customers is maintained over the life of the agreements. It is considered a distinct service that represents a performance obligation that would be satisfied over time if it were accounted for separately. The services provided over the contract period are a series of distinct services that are substantially the same, have the same pattern of transfer to the customer, and, therefore, qualify as a single performance obligation. Since the customer simultaneously receives and consumes the benefits of services, we recognize revenue over time using the input method (cost-to-cost method) based on the ratio of actual major maintenance costs incurred to date to the total forecasted major maintenance costs over the contract term. We allocate the arrangement consideration between the components based on the relative stand-alone selling price of each component in accordance with the revenue standard. The Partnership established the stand-alone selling price for the financing components based off an expected return on the assets being financed. The Partnership established the stand-alone selling price for the service components using expected cost-plus margin approach based on the Partnership’s forecasted costs of satisfying the performance obligation plus an appropriate margin for the service. The key assumptions include forecasts of the future operation and maintenance costs and major maintenance costs and the expected margin with respect to the service components and the expected return on the assets with respect to the financing components. Index-based inflation escalations represent variable consideration. In the period when index-based inflation escalations become effective, such escalations will be allocated based on the relative standalone selling prices established at the inception of the terminaling service agreements. In the third quarter of 2021, a force majeure was declared under the terminaling service agreements as a result of Hurricane Ida when the Norco Assets were shut down following the hurricane. This event resulted in a combined decrease to terminaling service revenue and interest income of approximately $3 million for the year ended December 31, 2021. Deferred revenue Our FERC-approved transportation services agreements on Zydeco entitle the customer to a specified amount of guaranteed capacity on the 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 (i.e., deficiency payments) and it 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. The cash payment received is recognized as deferred revenue, a contract liability under the revenue standard. 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. Under the revenue standard, we are required to estimate the likelihood that unused volumes will be shipped or forfeited at each reporting period based on additional data that becomes available and only to the extent that it is probable that a significant reversal of revenue will not occur. In some cases, this estimate could result in the earlier recognition of revenue. We also recognize deferred revenue on the major maintenance service components of the terminaling service agreement related to Norco Assets when we invoice SOPUS and Shell Chemical for the minimum volume commitment. Please refer to the T erminaling services revenues - Norco Assets section above for additional revenue recognition discussion. Reimbursements from customers Under certain transportation, terminaling and storage service contracts, we receive reimbursements from customers to recover costs of construction, maintenance or operating costs either under a tariff surcharge per volume shipped or under separate reimbursement payments. Because we consider these amounts as consideration from customers associated with ongoing services to be provided to customers, we defer these payments in deferred revenue and recognize amounts in revenue over the life of the associated revenue contract as performance obligations are satisfied under the contract. We consider these payments to be revenue because control of the long-lived assets does not transfer to our customer upon completion. Our financial statements were not materially impacted by adoption of the revenue standard related to reimbursements from customers. Product revenue We generate revenue by selling accumulated allowance oil inventory to customers. The sale of allowance oil is recorded as product revenue, with specific cost based on a weighted average price per barrel recorded as cost of product sold. Joint tariff Under a certain joint tariff, we record revenues on a gross basis within Transportation, terminaling and storage services – third parties or related parties because we control the transportation service before it is transferred to the customer and are therefore the principal. Contract Balances We perform our obligations under a contract with a customer by providing services in exchange for consideration from the customer. The timing of our performance may differ from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. We recognize a contract asset when we transfer goods or services to a customer and contractually bill an amount which is less than the revenue allocated to the related performance obligation. We recognize deferred revenue (contract liability) when the customer’s payment of consideration precedes our performance. The following table provides information about receivables and contract liabilities from contracts with customers: January 1, 2021 December 31, 2021 Receivables from contracts with customers – third parties $ 19 $ 13 Receivables from contracts with customers – related parties 18 35 Contract Assets - related parties 233 218 Deferred revenue – third parties 4 2 Deferred revenue – related parties (1) 19 31 January 1, 2020 December 31, 2020 Receivables from contracts with customers – third parties $ 11 $ 19 Receivables from contracts with customers – related parties 24 18 Contract Assets - related parties — 233 Deferred revenue – third parties — 4 Deferred revenue – related parties (1) — 19 (1) Deferred revenue - related parties is related to deficiency credits from certain minimum volume commitment contracts and certain components of our terminaling service contracts on the Norco Assets. In connection with the April 2020 Transaction, we also recorded contract assets based on the difference between the consideration allocated to the Norco Transaction and the recognized financing receivables. The contract assets represent the excess of the fair value embedded within the terminaling services agreements transferred by the Partnership to SOPUS and Shell Chemical as part of entering into the terminaling services agreements. The contract assets balance is amortized in a pattern consistent with the recognition of revenue on the service components of the contract. The portion of the contract assets related to operations and maintenance is amortized on a straight-line basis over a fifteen-year period, and the portion related to major maintenance is amortized based on the ratio of actual major maintenance costs incurred to the total projected major maintenance costs over the fifteen year term. We recorded amortization as a component of Transportation, terminaling and storage services – related parties of $15 million and $11 million for the year ended December 31, 2021 and 2020, respectively. We had $218 million and $233 million contract assets recognized from the costs to obtain or fulfill a contract as of December 31, 2021 and 2020, respectively. The estimated future amortization related to the contract assets for the next five years is as follows: 2022 2023 2024 2025 2026 Amortization $ 17 $ 17 $ 18 $ 19 $ 16 Significant changes in the deferred revenue balances with customers during the period are as follows: December 31, 2020 Additions (1) Reductions (2) December 31, 2021 Deferred revenue – third parties $ 4 $ 4 $ (6) $ 2 Deferred revenue – related parties 19 27 (15) 31 (1) Deferred revenue additions resulted from $21 million deficiency payments from minimum volume commitment contracts and $10 million of deferred revenue related to the major maintenance service components of our terminaling service contracts on the Norco Assets. (2) Deferred revenue reductions resulted from revenue earned through the actual or estimated use and expiration of deficiency credits. December 31, 2019 Additions (1) Reductions (2) December 31, 2020 Deferred revenue – third parties $ — $ 8 $ (4) $ 4 Deferred revenue – related parties — 21 (2) 19 (1) Deferred revenue additions resulted from $24 million deficiency payments from minimum volume commitment contracts and $5 million of deferred revenue related to the major maintenance service components of our terminaling service contracts on the Norco Assets. (2) Deferred revenue reductions resulted from revenue earned through the actual or estimated use and expiration of deficiency credits. Remaining Performance Obligations The following table includes revenue expected to be recognized in the future related to performance obligations exceeding one year of their initial terms that are unsatisfied or partially unsatisfied as of December 31, 2021: Total 2022 2023 2024 2025 2026 and beyond Revenue expected to be recognized on multi-year committed shipper transportation contracts $ 410 $ 63 $ 63 $ 57 $ 50 $ 177 Revenue expected to be recognized on other multi-year transportation service contracts (1) 29 6 6 6 5 6 Revenue expected to be recognized on multi-year storage service contracts 18 10 4 4 — — Revenue expected to be recognized on multi-year terminaling service contracts (1) 281 47 47 47 48 92 Revenue expected to be recognized on multi-year operation and major maintenance terminaling service contracts (2) 1,481 113 119 123 127 999 Total $ 2,219 $ 239 $ 239 $ 237 $ 230 $ 1,274 (1) Relates to the non-lease service components of certain of our long-term transportation and terminaling service contracts which are accounted for as operating leases. (2) Relates to the operation and maintenance service components and the major maintenance service components of our terminaling service contracts on the Norco Assets in connection with the April 2020 Transaction. As an exemption under the revenue standard, we do not disclose the amount of remaining performance obligations for contracts with an original expected duration of one year or less or for variable consideration that is allocated entirely to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation. |
Net Income Per Limited Partner
Net Income Per Limited Partner Unit | 12 Months Ended |
Dec. 31, 2021 | |
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 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 outstanding for the period. Prior to April 1, 2020, the classes of participating securities included common units, general partner units and IDRs. Because we had more than one class of participating securities, we used the two-class method when calculating the net income per unit applicable to limited partners. Effective April 1, 2020, the classes of participating securities included only common units, as the general partner units and the IDRs were eliminated and the Series A Preferred Units are not considered a participating security. See Note 11 – (Deficit) Equity for a discussion of the elimination of our general partner’s IDRs and 2% economic interest effective April 1, 2020. For the year ended December 31, 2021 and 2020, our Series A Preferred Units were dilutive to net income per limited partner unit. Net income earned by the Partnership is allocated between the classes of participating securities in accordance with the terms of our partnership agreement as in effect on the date such calculation is performed, after giving effect to priority income allocations to the holders of the Series A Preferred Units if applicable. Earnings are allocated based on actual cash distributions declared to our unitholders, including those attributable to the IDRs prior to the second quarter of 2020, if applicable. To the extent net income attributable to the Partnership exceeds or is less than cash distributions, this difference is allocated based on the unitholders’ respective ownership percentages. For the diluted net income per limited partner unit calculation under the Second Amended and Restated Partnership Agreement, the Series A Preferred Units are assumed to be converted at the beginning of the period into common limited partner units on a one-for-one basis, and the distribution formula for available cash is recalculated using the available cash amount increased only for the preferred distributions, which would have been attributable to the common units after conversion. The following tables show the allocation of net income attributable to the Partnership to arrive at net income per limited partner unit: 2021 (1) 2020 2019 Net income * $ 556 $ 546 Less: Net income attributable to noncontrolling interests * 13 18 Net income attributable to the Partnership * 543 528 Less: General partner’s distribution declared (2) * 55 148 Preferred unitholder’s interest in net income * 36 — Limited partners’ distribution declared on common units (3) * 590 404 Distributions in excess of income * $ (138) $ (24) ( 1) Effective April 1, 2020, the classes of participating securities included only common units, as the general partner units and the IDRs were eliminated and the Series A Preferred Units are not considered a participating security. Therefore, the allocation of net income attributable to the Partnership to arrive at net income per limited partner unit is not applicable for the year ended December 31, 2021. (2) For 2019, this includes the impact of waived distributions to the holders of the IDRs. See Note 4 — Related Party Transactions for additional information. (3) For 2020, this includes the impact of waived distributions to SPLC. See Note 4 — Related Party Transactions for additional information. 2021 Limited Partners’ Common Units (in millions of dollars, except per unit data) Net income attributable to the Partnership’s common unitholders (basic) $ 508 Dilutive effect of preferred units 48 Net income attributable to the Partnership’s common unitholders (diluted) $ 556 Weighted average units outstanding - Basic 393.3 Dilutive effect of preferred units 50.8 Weighted average units outstanding - Diluted 444.1 Net income per limited partner unit: Basic $ 1.29 Diluted $ 1.25 2020 General Partner Limited Partners’ Common Units Total (in millions of dollars, except per unit data) Distributions declared (1) $ 55 $ 590 $ 645 Distributions in excess of income — (138) (138) Net income attributable to the Partnership’s common unitholders (basic) $ 55 $ 452 $ 507 Dilutive effect of preferred units 36 Net income attributable to the Partnership’s common unitholders (diluted) $ 488 Weighted average units outstanding - Basic 353.5 Dilutive effect of preferred units 38.2 Weighted average units outstanding - Dilutive 391.7 Net income per limited partner unit: Basic $ 1.28 Diluted $ 1.25 (1) This includes the impact of waived distributions to SPLC. See Note 4 — Related Party Transactions for additional information. 2019 General Partner Limited Partners’ Common Units Total (in millions of dollars, except per unit data) Distributions declared (1) $ 148 $ 404 $ 552 Distributions in excess of income (1) (23) (24) Net income attributable to the Partnership $ 147 $ 381 $ 528 Weighted average units outstanding: Basic and diluted 229.2 Net income per limited partner unit: Basic and diluted $ 1.66 (1) This includes the impact of waived distributions to the holders of the IDRs. See Note 4 — Related Party Transactions for additional information. |
Transactions with Major Custome
Transactions with Major Customers and Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Transactions with Major Customers and Concentration of Credit Risk | Transactions with Major Customers and Concentration of Credit Risk Our Parent and its affiliates accounted for approximately 73%, 75% and 70% of our total revenues for 2021, 2020 and 2019, respectively. There is no third-party customer that accounted for a 10% or greater share of consolidated revenues or net accounts receivable for the year ended December 31, 2021. 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 United States. 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, 2021 and 2020, there were no such arrangements with customers. 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, have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk. As |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
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. For both December 31, 2021 and 2020, these costs and any related liabilities are not material. Legal Proceedings We are named defendants in lawsuits and governmental proceedings that arise in the ordinary course of 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. Other Commitments 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 tie in agreement will terminate in the fourth quarter of 2022 because the third party elected not to participate in the project to re-reroute the Odyssey pipeline around the MP289C Platform. On September 1, 2016, which is the in-service date of the capital lease for the Port Neches storage tanks, a joint tariff agreement with a third party became effective. The tariff will be reviewed annually and the rate updated based on the FERC’s indexing adjustment to rates effective July 1 of each year. Effective July 1, 2021, there was an approximate 1% decrease to this rate based on the FERC’s indexing adjustment. 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. We hold cancellable 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. |
Subsequent Event(s)
Subsequent Event(s) | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event(s) | Subsequent Event(s) We have evaluated events that occurred after December 31, 2021 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 19, 2022, the Board declared a cash distribution of $0.3000 per limited partner unit and $0.2363 per limited partner preferred unit for the three months ended December 31, 2021. The distribution was paid on February 11, 2022 to unitholders of record as of February 1, 2022. Take Private Proposal On February 11, 2022, the Board received a non-binding, preliminary proposal letter from SPLC to acquire all of the Partnership's issued and outstanding common units not already owned by SPLC or its affiliates at a value of $12.89 per each issued and outstanding publicly-held common units of the Partnership (the “Proposal”). The Board has appointed the conflicts committee to review, evaluate and negotiate the Proposal. The proposed transaction is subject to a number of contingencies, including the approval of the Board, the negotiation of a definitive agreement concerning the transaction, and the satisfaction of conditions to the consummation of a transaction set forth in any such definitive agreement. There can be no assurance that such definitive agreement will be executed or that any transaction will be consummated on the terms described above or at all. Repayment of Debt On February 16, 2022, we used excess cash to repay $150 million of borrowings under the Five Year Revolver due December 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | Description of the Business We own, operate, develop and acquire pipelines and other midstream and logistics assets. As of December 31, 2021, our assets include interests in entities that own (a) crude oil and refined products pipelines and terminals that serve as key infrastructure to transport onshore and offshore crude oil production to Gulf Coast and Midwest refining markets and deliver refined products from those markets to major demand centers and (b) storage tanks and financing receivables that are secured by pipelines, storage tanks, docks, truck and rail racks and other infrastructure used to stage and transport intermediate and finished products. The Partnership’s assets also include interests in entities that own natural gas and refinery gas pipelines that 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 United States Securities and Exchange Commission (“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 equity method and other 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. Expense Allocations. Our consolidated statements of income also include expense allocations for certain functions performed by SPLC and Shell on our behalf. 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. See Note 4 — Related Party Transactions for details of operating agreements impacting expense allocations, as well as details of related party transactions. |
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. |
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 our Parent’s 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. 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, terminaling and storage of crude oil, refined gas and refined petroleum products through our pipelines, terminals, storage tanks, docks, truck and rail racks. We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. We recognize revenue through the application of a five-step model, which includes: identification of the contract; identification of the performance obligations; determination of the transaction price; allocation of the transaction price to the performance obligations; and recognition of revenue as the entity satisfies the performance obligations. |
Leases, Sale Leaseback | Leases, Sale Leaseback When entering into sale-leaseback transactions as a buyer-lessor, the requirements in Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers , and all related accounting standards updates to such Topic (collectively, “the revenue standard”) are applied in determining whether the transfer of an asset shall be accounted for as a sale of the asset by assessing whether it satisfies a performance obligation under the contract by transferring control of an asset. If the seller-lessee transfers control of an asset to us, we account for the transfer of the asset as a purchase and recognize the transferred asset. The subsequent leaseback of the asset is accounted for in accordance with ASC Topic 842, Leases (the “lease standard”), in the same manner as any other lease. If the seller-lessee does not transfer the control of an asset to us, the failed sale-leaseback transaction is accounted for as a financing arrangement. Transactions in which control of an asset is not transferred are accounted for as financing receivables in accordance with ASC Topic 310, Receivables . Since the seller-lessee did not transfer the control of assets to us in the April 2020 Transaction (as defined in Note 3 — Acquisitions and Other Transactions below), we did not recognize the transferred assets, and instead they were accounted for as financing receivables. Receivables issued in exchange for the Partnership’s capital stock are presented as a component of the partners’ (deficit) equity. Since the Partnership issued common units and preferred units as consideration in exchange for the financing receivables in the April 2020 Transaction, we recorded the financing receivables as contra-equity. Refer to Note 3 — Acquisitions and Other Transactions and Note 11 – (Deficit) Equity for additional details. We recognize interest income on the financing receivables on the basis of the imputed interest rate determined in accordance with ASC Topic 835, Interest . |
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 third-party accounts receivable due from shippers and operators based on current expected credit losses. As of December 31, 2021 and 2020, we did not have a material amount of allowance for doubtful accounts. |
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. Differences in the basis of the investments and the underlying net asset value of the investees, if any, are amortized into net income over the remaining useful lives of the underlying assets. 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. |
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 that 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 capitalize interest on certain projects. For 2021, 2020 and 2019, the total amount of interest capitalized was immaterial. |
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 fair value 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 2021, 2020 and 2019 was immaterial. |
Other Investments | Other InvestmentsWe account for equity investments in entities where we do not have control or significant influence at fair value with changes in fair value recognized in net income when the fair value is readily determinable. For investments without readily determinable fair values, we carry such investments at cost less impairments, if any. These investments are remeasured either upon the occurrence of an observable price change or upon identification of impairment. These investments are reported as Other investments in our consolidated balance sheets and dividends received are reported in Dividend income from other investments in our consolidated income statements. |
Asset Retirement Obligations | Asset Retirement Obligations AROs represent contractual or regulatory obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset. Our AROs were zero as of both December 31, 2021 and 2020. Our assets include pipelines and terminals that have contractual or regulatory obligations that will need to be settled at retirement. The settlement date of these obligations 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. As the settlement dates of obligations are indeterminate, there is not sufficient information to make a reasonable estimate of the ARO of our remaining assets as of December 31, 2021 and 2020. We re-evaluate our AROs in each reporting period, and future developments could impact the amounts we record. |
Pensions and Other Postretirement Benefits | Pensions and Other Postretirement Benefits We do not have our own employees. Employees that work on our pipelines or terminals 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 |
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 2021, 2020 and 2019, the environmental cleanup costs incurred were immaterial. At both December 31, 2021 and 2020, the accruals for environmental clean-up costs pursuant 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 were immaterial. The costs relate to ongoing groundwater compliance monitoring and other remedial activities. Refer to Note 4 — Related Party Transactions under the Omnibus Agreement (defined below) for additional details. |
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. |
Net Income per Limited Partner Unit | Net income per limited partner unitPrior to the April 2020 Transaction, we used the two-class method when calculating the net income per unit applicable to limited partners as there were different participating securities included in the calculation – including common units, general partner units and incentive distribution rights (“IDRs”). After the April 2020 Transaction, the IDRs were eliminated, the 2% general partner economic interest was converted into a non-economic general partner interest in the Partnership and the newly issued Series A Preferred Units did not qualify as participating securities. Since the transaction occurred during 2020, the two-class method was still applied to the year-to-date calculation for the year 2020, but was not applied to calculations for any year-to-date calculation for the year 2021 or any quarterly periods beginning with the second quarter of 2020. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Standards Adopted as of January 1, 2021 |
Description of the Business a_2
Description of the Business and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Ownership Percentage | The following table reflects our ownership interests as of December 31, 2021: SHLX 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”) (1) 100.0 % Mattox Pipeline Company LLC (“Mattox”) 79.0 % Amberjack Pipeline Company LLC (“Amberjack”) – Series A/Series B 75.0% / 50.0% 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 % Explorer Pipeline Company (“Explorer”) 38.59 % Poseidon Oil Pipeline Company, L.L.C. (“Poseidon”) 36.0 % Colonial Enterprises, Inc. (“Colonial”) 16.125 % Proteus Oil Pipeline Company, LLC (“Proteus”) 10.0 % Endymion Oil Pipeline Company, LLC (“Endymion”) 10.0 % Cleopatra Gas Gathering Company, LLC (“Cleopatra”) 1.0 % (1) Prior to May 1, 2021, we owned a 92.5% ownership interest in Zydeco and SPLC owned the remaining 7.5% ownership interest. Effective May 1, 2021, SPLC transferred its 7.5% ownership interest to us as part of the May 2021 Transaction. Refer to Note 3 —Acquisitions and Other Transactions |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Equity Investments Without Readily Determinable Fair Value | Our equity investments which are accounted for at cost as they do not have readily determinable fair values, consist of: December 31, 2021 December 31, 2020 Ownership Amount Ownership Amount Cleopatra 1.0 % $ 2 1.0 % $ 2 |
Acquisitions and Other Transact
Acquisitions and Other Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule Of Balances In Equity Transaction | In connection with the April 2020 Transaction, the Partnership recorded the following balances as of April 1, 2020: Equity method investment (1) $ 174 Financing receivables – related parties (2) 302 Contract assets - related parties (3) 244 April 2020 Transaction $ 720 (1) Equity method investment was recorded at SGOM’s historical carrying value of the 79% interest in Mattox. See more discussion in the section entitled “Mattox Transaction” below. (2) Financing receivables under the failed sale leaseback were recorded at the fair value of the property, plant and equipment of the Norco Assets transferred by SOPUS and Shell Chemical and recognized as a component of the Partners’ deficit. See more discussion in the section entitled “Norco Transaction” below. (3) Contract assets were recorded based on the difference between the consideration allocated to the Norco Transaction and the financing receivables. See more discussion in the section entitled “Norco Transaction” below. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Other Related Party Balances | Other related party balances consist of the following: December 31, 2021 2020 Accounts receivable $ 40 $ 21 Prepaid expenses 23 22 Other assets 2 2 Contract assets (1) 218 233 Accounts payable (2) 17 16 Deferred revenue 31 19 Accrued liabilities (3) 24 28 Debt payable (4) 2,692 2,692 Finance lease liability 2 2 Financing receivables (1) 293 298 (1) Contract assets and Financing receivables were recognized in connection with the April 2020 Transaction. Refer to the section entitled “Sale Leaseback” below for additional details. Financing receivables were presented as a component of (deficit) equity. (2) Accounts payable reflects amounts owed to SPLC for reimbursement of third-party expenses incurred by SPLC for our benefit. (3) As of December 31, 2021, Accrued liabilities reflects $15 million of accrued interest and $9 million of other accrued liabilities. As of December 31, 2020, Accrued liabilities reflects $16 million of accrued interest and $12 million of other accrued liabilities. Other accrued liabilities are primarily related to the accrued operation and maintenance expenses on the Norco Assets. (4) Debt payable reflects borrowings outstanding after taking into account unamortized debt issuance costs of $2 million as of both December 31, 2021 and December 31, 2020. |
Schedule of Related Party Expenses Including Personnel Costs | The following table shows related party expenses, including certain personnel costs, incurred by Shell and SPLC on our behalf that are reflected in the accompanying consolidated statements of income for the indicated periods. Included in these amounts, and disclosed below, is our share of operating and general corporate expenses, as well as the fees paid to SPLC under certain agreements. 2021 2020 2019 Allocated operating expenses $ 53 $ 45 $ 18 Major maintenance costs (1) 8 6 — Insurance expense (2) 20 20 18 Other (3) 43 43 23 Operations and maintenance – related parties $ 124 $ 114 $ 59 Allocated general corporate expenses $ 25 $ 29 $ 28 Management Agreement fee 10 9 9 Omnibus Agreement fee 10 11 11 Other — — 1 General and administrative – related parties $ 45 $ 49 $ 49 (1) Major maintenance costs are expensed as incurred in connection with the maintenance services of the Norco Assets. Refer to section entitled “Sale Leaseback” below for additional details. (2) Prior to November 1, 2021, the majority of our insurance coverage was provided by a wholly owned subsidiary of Shell, with the remaining coverage provided by third-party insurers. After November 1, 2021, a third-party insurer provided and continues to provide the first 5% of our insurance coverage with the remaining coverage provided by an affiliate of Shell as a reinsurer. (3) Other expenses primarily relate to salaries and wages, other payroll expenses and special maintenance. |
Schedule Of Interest Income, Reduction In Financing Receivables, Cash Payments For Interest Income And Principal Repayment Of Financing Receivable | The following table shows the cash payments received for interest income and cash principal payments received on the financing receivables for the years ended December 31, 2021 and 2020: For the Year Ended December 31, 2021 2020 Cash payments received for interest income $ 30 $ 20 Cash principal payments received on financing receivables 5 3 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Ownership Amount Ownership Amount Mattox 79.0% $ 156 79.0% $ 163 Amberjack – Series A / Series B 75.0% / 50.0% 359 75.0% / 50.0% 382 Mars 71.5% 150 71.5% 152 Bengal 50.0% 85 50.0% 88 Permian Basin 50.0% 80 50.0% 83 LOCAP 41.48% 15 41.48% 12 Explorer 38.59% 68 38.59% 73 Poseidon 36.0% — 36.0% — Colonial 16.125% 32 16.125% 29 Proteus 10.0% 13 10.0% 14 Endymion 10.0% 16 10.0% 17 $ 974 $ 1,013 |
Schedule Of Equity Investments In Affiliates Balance Affected Table | Earnings from our equity method investments were as follows during the periods indicated: For the Year Ended December 31, 2021 2020 2019 Mattox (1) $ 60 $ 45 $ — Amberjack 106 102 125 Mars 83 114 126 Bengal 9 18 24 Explorer (2) 61 44 41 Colonial (2) 18 75 40 Poseidon (3) — — — Other (4) 15 19 17 $ 352 $ 417 $ 373 (1) We acquired an interest in Mattox in the April 2020 Transaction. The acquisition of this interest has been accounted for prospectively. (2) We acquired additional interests in Explorer and Colonial in the June 2019 Acquisition. The acquisition of these interests has been accounted for prospectively. (3) As stated below, the equity method of accounting has been suspended since early 2018 for Poseidon and excess distributions are recorded in Other income. |
Summary of Balance Sheet and Income Statement Data for Equity Method Investments | The following tables present aggregated selected balance sheet and income statement data for our equity method investments on a 100% basis. However, during periods in which an acquisition occurs, the selected balance sheet and income statement data reflects activity from the date of the acquisition. For the Year Ended December 31, 2021 Total revenues Total operating expenses Operating income Net income Statements of Income Mattox $ 88 $ 12 $ 76 $ 76 Amberjack 271 66 205 203 Mars 211 91 120 120 Bengal 46 29 17 17 Explorer 405 178 227 165 Colonial 1,304 1,002 302 123 Poseidon 134 37 97 93 Other (1) 213 126 87 82 As of December 31, 2021 Current assets Non-current assets Total assets Current liabilities Non-current liabilities Equity (deficit) Total liabilities and equity (deficit) Balance Sheets Mattox $ 11 $ 195 $ 206 $ — $ 9 $ 197 $ 206 Amberjack 53 786 839 5 134 700 839 Mars 50 245 295 26 79 190 295 Bengal 28 164 192 11 — 181 192 Explorer 85 574 659 54 508 97 659 Colonial 695 3,008 3,703 307 3,503 (107) 3,703 Poseidon 18 167 185 8 232 (55) 185 Other (1) 33 871 904 43 459 402 904 (1) Included in Other is the activity associated with our investments in Permian Basin, LOCAP, Proteus and Endymion. For the Year Ended December 31, 2020 Total revenues Total operating expenses Operating income Net income Statements of Income Mattox (1) $ 66 $ 9 $ 57 $ 57 Amberjack 280 78 202 201 Mars 259 97 162 163 Bengal 65 30 35 35 Explorer 329 175 154 119 Colonial 1,395 660 735 473 Poseidon 147 36 111 105 Other (2) 220 123 97 88 As of December 31, 2020 Current assets Non-current assets Total assets Current liabilities Non-current liabilities Equity (deficit) Total liabilities and equity (deficit) Balance Sheets Mattox (1) $ 13 $ 204 $ 217 $ — $ 12 $ 205 $ 217 Amberjack 44 836 880 10 124 746 880 Mars 47 269 316 23 103 190 316 Bengal 33 161 194 7 — 187 194 Explorer 74 537 611 49 459 103 611 Colonial 501 3,105 3,606 245 3,508 (147) 3,606 Poseidon 31 176 207 10 238 (41) 207 Other (2) 35 920 955 56 486 413 955 (1) Our interest in Mattox was acquired in the April 2020 Transaction. Mattox’s total revenues, total operating expenses and operating income (on a 100% basis) were $85 million, $12 million and $73 million, respectively. (2) Included in Other is the activity associated with our investments in Permian Basin, LOCAP, Proteus and Endymion. For the Year Ended December 31, 2019 Total revenues Total operating expenses Operating income Net income Statements of Income Amberjack $ 315 $ 73 $ 242 $ 243 Mars 282 104 178 179 Bengal 77 30 47 47 Explorer (1) 258 115 143 111 Colonial (2) 829 449 380 255 Poseidon 132 35 97 87 Other (3) 190 108 82 73 As of December 31, 2019 Current assets Non-current assets Total assets Current liabilities Non-current liabilities Equity (deficit) Total liabilities and equity (deficit) Balance Sheets Amberjack $ 56 $ 804 $ 860 $ 4 $ 32 $ 824 $ 860 Mars 57 173 230 8 22 200 230 Bengal 35 157 192 6 — 186 192 Explorer (1) 93 530 623 44 442 137 623 Colonial (2) 323 2,920 3,243 519 2,873 (149) 3,243 Poseidon 30 190 220 16 246 (42) 220 Other (3) 60 917 977 73 469 435 977 (1) Our interest in Explorer was acquired on June 6, 2019. Explorer total revenues, total operating expenses and operating income (on a 100% basis) was $443 million, $196 million and $247 million, respectively. (2) Our interest in Colonial was acquired on June 6, 2019. Colonial total revenues, total operating expenses and operating income (on a 100% basis) was $1,437 million, $735 million and $702 million, respectively. (2) Included in Other is the activity associated with our investments in Permian Basin, LOCAP, Proteus and Endymion. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Components of Property, Plant and Equipment | Property, plant and equipment, net consists of the following as of the dates indicated: December 31, Depreciable Life 2021 2020 Land — $ 12 $ 12 Building and improvements 10 - 40 years 45 47 Pipeline and equipment (1) 10 - 30 years 1,240 1,263 Other 5 - 25 years 35 34 1,332 1,356 Accumulated depreciation and amortization (2) (690) (661) 642 695 Construction in progress 12 4 Property, plant and equipment, net $ 654 $ 699 (1) As of December 31, 2021 and 2020, includes cost of $366 million and $372 million, respectively, related to assets under operating leases (as lessor). As of both December 31, 2021 and 2020, includes cost of $23 million related to assets under capital lease (as lessee). (2) As of December 31, 2021 and 2020, includes accumulated depreciation of $155 million and $147 million, respectively, related to assets under operating leases (as lessor), which commenced in May 2017 and December 2017. As of December 31, 2021 and 2020, includes accumulated depreciation of $9 million and $8 million, respectively, related to assets under capital lease (as lessee). |
Accrued Liabilities - Third P_2
Accrued Liabilities - Third Parties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Project accruals $ 2 $ 4 Property taxes 6 5 Other accrued liabilities 3 1 Total accrued liabilities – third parties $ 11 $ 10 |
Related Party Debt (Tables)
Related Party Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 December 31, 2020 Outstanding Balance Total Capacity Available Capacity Outstanding Balance Total Capacity Available Capacity Current Five $ 400 $ 1,000 $ 600 $ — $ — $ — Total current debt payable (1) $ 400 $ 1,000 $ 600 $ — $ — $ — Noncurrent 2021 Ten $ 600 $ 600 $ — $ — $ — $ — Ten 600 600 — 600 600 — Seven 600 600 — 600 600 — Five 494 760 266 494 760 266 Five — — — 400 1,000 600 Five (2) — — — 600 600 — 2019 Zydeco Revolver (3) — — — — 30 30 Unamortized debt issuance costs (2) n/a n/a (2) n/a n/a Total noncurrent debt payable $ 2,292 $ 2,560 $ 266 $ 2,692 $ 3,590 $ 896 Total debt payable $ 2,692 $ 3,560 $ 866 $ 2,692 $ 3,590 $ 896 (1) The unamortized debt issuance costs for the current debt payable is less than $1 million and is therefore not being reflected in this table. (2) The Five Year Fixed Facility was terminated in March 2021. See below for additional information. (3) The 2019 Zydeco Revolver was terminated effective June 30, 2021. See below for additional information. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Assets And Liabilities, Lessee | The following tables summarize balance sheet data related to leases at December 31, 2021 and 2020 and our lease costs as of and for the year ended December 31, 2021, 2020 and 2019 : Leases Classification December 31, 2021 December 31, 2020 Assets Operating lease assets Operating lease right-of-use assets $ 3 $ 4 Finance lease assets Property, plant and equipment, net (1) 14 16 Total lease assets $ 17 $ 20 Liabilities Current Finance Accrued liabilities - third parties $ 1 $ 1 Noncurrent Operating Operating lease liabilities 4 4 Finance Finance lease liabilities 23 24 Total lease liabilities $ 28 $ 29 (1) Finance lease assets are recorded net of accumulated amortization of $9 million as of December 31, 2021 and $8 million as of December 31, 2020. |
Lease, Cost | Lease cost Classification December 31, 2021 December 31, 2020 December 31, 2019 Operating lease cost (1) Operations and maintenance - third parties $ — $ — $ — Finance lease cost (cost resulting from lease payments): Amortization of leased assets Depreciation and amortization 1 1 1 Interest on lease liabilities Interest expense, net 3 4 4 Total lease cost $ 4 $ 5 $ 5 |
Supplemental Cash Flows, Lessee | December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ — $ — Operating cash flows from finance leases (3) (3) Financing cash flows from finance leases (1) (1) (1) Amounts for each year ended December 31, 2021 and 2020 were less than $1 million. December 31, 2021 December 31, 2020 December 31, 2019 Weighted-average remaining lease term (years): Operating leases 18 19 20 Finance leases 9 10 11 Weighted-average discount rate: Operating leases 5.3 % 5.8 % 5.8 % Finance leases 14.3 % 14.3 % 14.3 % |
Lessee, Operating Lease, Liability, Maturity | The future annual maturity of lease payments as of December 31, 2021 for the above lease obligations was: Maturity of lease liabilities Operating Leases (1) Finance Leases (2) Total 2022 $ — $ 4 $ 4 2023 1 4 5 2024 — 4 4 2025 — 5 5 2026 — 5 5 Remainder 5 22 27 Total lease payments 6 44 50 Less: Interest (3) (2) (20) (22) Present value of lease liabilities (4) $ 4 $ 24 $ 28 (1) Operating lease payments include $2 million related to options to extend lease terms that are reasonably certain of being exercised. (2) Includes $24 million in principal and excludes $7 million in executory costs. (3) Calculated using the interest rate for each lease. (4) Includes the current portion of $1 million for the finance lease. |
Finance Lease, Liability, Maturity | The future annual maturity of lease payments as of December 31, 2021 for the above lease obligations was: Maturity of lease liabilities Operating Leases (1) Finance Leases (2) Total 2022 $ — $ 4 $ 4 2023 1 4 5 2024 — 4 4 2025 — 5 5 2026 — 5 5 Remainder 5 22 27 Total lease payments 6 44 50 Less: Interest (3) (2) (20) (22) Present value of lease liabilities (4) $ 4 $ 24 $ 28 (1) Operating lease payments include $2 million related to options to extend lease terms that are reasonably certain of being exercised. (2) Includes $24 million in principal and excludes $7 million in executory costs. (3) Calculated using the interest rate for each lease. (4) Includes the current portion of $1 million for the finance lease. |
Lessor, Operating Lease, Payments to be Received, Maturity | As of December 31, 2021, future annual maturity of lease payments to be received under the contract terms of these operating leases, which includes only the lease components of these leases, was estimated to be: Maturity of lease payments Operating leases (1) 2022 $ 56 2023 56 2024 56 2025 56 2026 56 Remainder 394 Total lease payments $ 674 (1) Operating lease payments include $366 million related to options to extend lease terms that are reasonably certain of being exercised. |
(Deficit) Equity (Tables)
(Deficit) Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Capital Units | The changes in the number of units outstanding from December 31, 2019 through December 31, 2021 are as follows: (in units) SPLC Preferred Public SPLC General Balance as of December 31, 2019 — 123,832,233 109,457,304 4,761,012 April 2020 Acquisition 50,782,904 — 160,000,000 (4,761,012) Balance as of December 31, 2020 50,782,904 123,832,233 269,457,304 — 2021 activities — — — — Balance as of December 31, 2021 50,782,904 123,832,233 269,457,304 — |
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 Preferred SPLC Common General Partner Distributions per Limited Partner Unit IDRs 2% Total (in millions, except per unit amounts) February 14, 2019 December 31, 2018 $ 49 $ — $ 40 $ 37 $ 3 $ 129 $ 0.40000 May 15, 2019 March 31, 2019 (1) 51 — 42 23 3 119 0.41500 August 14, 2019 June 30, 2019 (1) 53 — 47 28 3 131 0.43000 November 14, 2019 September 30, 2019 (1) 56 — 48 33 3 140 0.44500 February 14, 2020 December 31, 2019 57 — 50 52 3 162 0.46000 May 15, 2020 March 31, 2020 57 — 50 52 (3) 3 (4) 162 0.46000 August 14, 2020 June 30, 2020 (2) 57 12 104 — — 173 0.46000 November 13, 2020 September 30, 2020 (2) 57 12 104 — — 173 0.46000 February 12, 2021 December 31, 2020 (2) 57 12 104 — — 173 0.46000 May 14, 2021 March 31, 2021 (2) 57 12 104 — — 173 0.46000 August 13, 2021 June 30, 2021 37 12 81 — — 130 0.30000 November 12, 2021 September 30, 2021 37 12 81 — — 130 0.30000 February 11, 2022 December 31, 2021 (5) 37 12 81 — — 130 0.30000 (1) Includes the impact of waived distributions to the holders of IDRs with respect to the Second Amendment as described above. (2) Includes the impact of waived distributions to SPLC with respect to the April 2020 Transaction as described above. (3) This amount represents the Final IDR Payment (as defined in the Partnership Interests Restructuring Agreement) to which our general partner (or its assignee) was entitled pursuant to the Partnership Interests Restructuring Agreement. Also pursuant to the Partnership Interests Restructuring Agreement, our general partner agreed (on its own behalf and on behalf of its assignees) to waive any distributions that it would otherwise be entitled to receive with respect to the newly-issued 160 million common units that it received in the April 2020 Transaction for the quarter in which it receives the Final IDR Payment. Our general partner is not entitled to any further payments with respect to the IDRs, as they were cancelled as a part of the April 2020 Transaction. (4) This amount represents the final distribution payment on the 2% economic general partner interest. Our general partner is not entitled to any further payments with respect to the economic general partner interest, as it was converted into a non-economic general partner interest as a part of the April 2020 Transaction. (5) See Note 16 — Subsequent Event(s) for additional information. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table provides information about disaggregated revenue by service type and customer type: 2021 2020 2019 Transportation services revenue – third parties $ 142 $ 114 $ 134 Transportation services revenue – related parties (1) 174 164 210 Storage services revenue – third parties 9 9 9 Storage services revenue – related parties 7 8 7 Terminaling services revenue – related parties (2) 120 103 47 Terminaling services revenue – major maintenance service – related parties (3) 11 7 — Product revenue – third parties (4) 1 — 5 Product revenue – related parties (4) 36 19 35 Total Topic 606 revenue 500 424 447 Lease revenue – related parties 56 57 56 Total revenue $ 556 $ 481 $ 503 (1) Transportation services revenue – related parties for each of 2021, 2020 and 2019 includes $5 million of non-lease service component in our transportation services contract. (2) Terminaling services revenue – related parties is comprised of the service components in our terminaling services contracts, including the operation and maintenance service components related to the Norco Assets in connection with the April 2020 Transaction. See Note 4 – Related Party Transactions for additional details. (3) Terminaling services revenue – major maintenance service – related parties is comprised of the service components related to providing required major maintenance to the Norco Assets in connection with the April 2020 Transaction. See Note 4 – Related Party Transactions for additional details. (4) Product revenue is comprised of allowance oil sales. |
Operating Lease, Lease Income | As of December 31, 2021, future minimum payments of both the lease and non-lease service components 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 $ 617 $ 109 $ 218 $ 218 $ 72 |
Contract with Customer, Asset and Liability | The following table provides information about receivables and contract liabilities from contracts with customers: January 1, 2021 December 31, 2021 Receivables from contracts with customers – third parties $ 19 $ 13 Receivables from contracts with customers – related parties 18 35 Contract Assets - related parties 233 218 Deferred revenue – third parties 4 2 Deferred revenue – related parties (1) 19 31 January 1, 2020 December 31, 2020 Receivables from contracts with customers – third parties $ 11 $ 19 Receivables from contracts with customers – related parties 24 18 Contract Assets - related parties — 233 Deferred revenue – third parties — 4 Deferred revenue – related parties (1) — 19 (1) |
Contract With Customer, Estimated Future Amortization | The estimated future amortization related to the contract assets for the next five years is as follows: 2022 2023 2024 2025 2026 Amortization $ 17 $ 17 $ 18 $ 19 $ 16 |
Contract With Customer, Deferred Revenue Activity | Significant changes in the deferred revenue balances with customers during the period are as follows: December 31, 2020 Additions (1) Reductions (2) December 31, 2021 Deferred revenue – third parties $ 4 $ 4 $ (6) $ 2 Deferred revenue – related parties 19 27 (15) 31 (1) Deferred revenue additions resulted from $21 million deficiency payments from minimum volume commitment contracts and $10 million of deferred revenue related to the major maintenance service components of our terminaling service contracts on the Norco Assets. (2) Deferred revenue reductions resulted from revenue earned through the actual or estimated use and expiration of deficiency credits. December 31, 2019 Additions (1) Reductions (2) December 31, 2020 Deferred revenue – third parties $ — $ 8 $ (4) $ 4 Deferred revenue – related parties — 21 (2) 19 (1) Deferred revenue additions resulted from $24 million deficiency payments from minimum volume commitment contracts and $5 million of deferred revenue related to the major maintenance service components of our terminaling service contracts on the Norco Assets. |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The following table includes revenue expected to be recognized in the future related to performance obligations exceeding one year of their initial terms that are unsatisfied or partially unsatisfied as of December 31, 2021: Total 2022 2023 2024 2025 2026 and beyond Revenue expected to be recognized on multi-year committed shipper transportation contracts $ 410 $ 63 $ 63 $ 57 $ 50 $ 177 Revenue expected to be recognized on other multi-year transportation service contracts (1) 29 6 6 6 5 6 Revenue expected to be recognized on multi-year storage service contracts 18 10 4 4 — — Revenue expected to be recognized on multi-year terminaling service contracts (1) 281 47 47 47 48 92 Revenue expected to be recognized on multi-year operation and major maintenance terminaling service contracts (2) 1,481 113 119 123 127 999 Total $ 2,219 $ 239 $ 239 $ 237 $ 230 $ 1,274 (1) Relates to the non-lease service components of certain of our long-term transportation and terminaling service contracts which are accounted for as operating leases. (2) Relates to the operation and maintenance service components and the major maintenance service components of our terminaling service contracts on the Norco Assets in connection with the April 2020 Transaction. |
Net Income Per Limited Partne_2
Net Income Per Limited Partner Unit (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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: 2021 (1) 2020 2019 Net income * $ 556 $ 546 Less: Net income attributable to noncontrolling interests * 13 18 Net income attributable to the Partnership * 543 528 Less: General partner’s distribution declared (2) * 55 148 Preferred unitholder’s interest in net income * 36 — Limited partners’ distribution declared on common units (3) * 590 404 Distributions in excess of income * $ (138) $ (24) ( 1) Effective April 1, 2020, the classes of participating securities included only common units, as the general partner units and the IDRs were eliminated and the Series A Preferred Units are not considered a participating security. Therefore, the allocation of net income attributable to the Partnership to arrive at net income per limited partner unit is not applicable for the year ended December 31, 2021. (2) For 2019, this includes the impact of waived distributions to the holders of the IDRs. See Note 4 — Related Party Transactions for additional information. (3) For 2020, this includes the impact of waived distributions to SPLC. See Note 4 — Related Party Transactions for additional information. |
Schedule of Basic and Diluted Net Income Per Unit | 2021 Limited Partners’ Common Units (in millions of dollars, except per unit data) Net income attributable to the Partnership’s common unitholders (basic) $ 508 Dilutive effect of preferred units 48 Net income attributable to the Partnership’s common unitholders (diluted) $ 556 Weighted average units outstanding - Basic 393.3 Dilutive effect of preferred units 50.8 Weighted average units outstanding - Diluted 444.1 Net income per limited partner unit: Basic $ 1.29 Diluted $ 1.25 2020 General Partner Limited Partners’ Common Units Total (in millions of dollars, except per unit data) Distributions declared (1) $ 55 $ 590 $ 645 Distributions in excess of income — (138) (138) Net income attributable to the Partnership’s common unitholders (basic) $ 55 $ 452 $ 507 Dilutive effect of preferred units 36 Net income attributable to the Partnership’s common unitholders (diluted) $ 488 Weighted average units outstanding - Basic 353.5 Dilutive effect of preferred units 38.2 Weighted average units outstanding - Dilutive 391.7 Net income per limited partner unit: Basic $ 1.28 Diluted $ 1.25 (1) This includes the impact of waived distributions to SPLC. See Note 4 — Related Party Transactions for additional information. 2019 General Partner Limited Partners’ Common Units Total (in millions of dollars, except per unit data) Distributions declared (1) $ 148 $ 404 $ 552 Distributions in excess of income (1) (23) (24) Net income attributable to the Partnership $ 147 $ 381 $ 528 Weighted average units outstanding: Basic and diluted 229.2 Net income per limited partner unit: Basic and diluted $ 1.66 (1) This includes the impact of waived distributions to the holders of the IDRs. See Note 4 — Related Party Transactions for additional information. |
Description of the Business a_3
Description of the Business and Basis of Presentation (Details) | Apr. 01, 2020shares | Dec. 31, 2021segmentshares | May 01, 2021 | Apr. 30, 2021 | Dec. 31, 2020shares |
Schedule of Equity Method Investments [Line Items] | |||||
Common units (in units) | 393,289,537 | ||||
Number of segments | segment | 1 | ||||
Shell Pipeline Company L P | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Unit distribution (in units) | 50,782,904 | 50,782,904 | |||
Pecten Midstream LLC (“Pecten”) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership | 100.00% | ||||
Sand Dollar Pipeline LLC (“Sand Dollar”) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership | 100.00% | ||||
Triton West LLC (“Triton”) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership | 100.00% | ||||
Zydeco Pipeline Company LLC (“Zydeco”) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership | 100.00% | ||||
Mattox Pipeline Company LLC (“Mattox”) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership | 79.00% | ||||
Amberjack Pipeline Company LLC - Series A | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership | 75.00% | 75.00% | |||
Amberjack Pipeline Company LLC - Series B | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership | 50.00% | 50.00% | |||
Mars Oil Pipeline Company LLC (“Mars”) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership | 71.50% | 71.50% | |||
Odyssey Pipeline L.L.C. (“Odyssey”) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership | 71.00% | ||||
Bengal Pipeline Company LLC (“Bengal”) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership | 50.00% | 50.00% | |||
Crestwood Permian Basin LLC (“Permian Basin”) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership | 50.00% | ||||
LOCAP LLC (“LOCAP”) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership | 41.48% | 41.48% | |||
Explorer Pipeline Company (“Explorer”) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership | 38.59% | 38.59% | |||
Poseidon Oil Pipeline Company, L.L.C. (“Poseidon”) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership | 36.00% | 36.00% | |||
Colonial Enterprises, Inc. (“Colonial”) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership | 16.125% | 16.125% | |||
Proteus Oil Pipeline Company, LLC (“Proteus”) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership | 10.00% | 10.00% | |||
Endymion Oil Pipeline Company, LLC (“Endymion”) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership | 10.00% | 10.00% | |||
Cleopatra Gas Gathering Company, LLC (“Cleopatra”) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership | 1.00% | ||||
Limited Partner | Partnership Interests Restructuring Agreement | Series A Perpetual Convertible Preferred Units | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Unit distribution (in units) | 50,782,904 | ||||
Shell Pipeline Company L P | Limited Partner | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership interest (in percentage) | 68.50% | ||||
Common units (in units) | 269,457,304 | ||||
Shell Pipeline Company L P | Limited Partner | Common Units And Series A Perpetual Convertible Preferred Units | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership interest (in percentage) | 72.00% | ||||
Zydeco Pipeline Company LLC (“Zydeco”) | Triton West LLC (“Triton”) | Shell Pipeline Company L P | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage transferred | 7.50% | ||||
Zydeco Pipeline Company LLC (“Zydeco”) | Zydeco Pipeline Company LLC (“Zydeco”) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership | 92.50% | ||||
Zydeco Pipeline Company LLC (“Zydeco”) | Zydeco Pipeline Company LLC (“Zydeco”) | Shell Pipeline Company L P | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Shell's retained ownership | 7.50% | ||||
Ownership percentage transferred | 7.50% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Millions | Jan. 25, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Apr. 01, 2020 |
Summary of Significant Accounting Policies [Line Items] | |||||
Impairment of fixed assets | $ 0 | $ 0 | |||
Asset retirement obligation | $ 0 | $ 0 | |||
Economic Interest | General Partner SPLC | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Noncontrolling interest | 2.00% | 2.00% | |||
Auger Pipeline | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Impairment of fixed assets | $ 3 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Investments (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | ||
Other investments | $ 2 | $ 2 |
Cleopatra | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership | 1.00% | 1.00% |
Other investments | $ 2 | $ 2 |
Acquisitions and Other Transa_2
Acquisitions and Other Transactions - May 2021 Transaction and Auger Divestiture (Details) - USD ($) $ in Millions | May 01, 2021 | Apr. 29, 2021 | Jan. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 30, 2021 |
Asset Acquisition [Line Items] | |||||||
Payments to acquire productive assets | $ 11 | $ 27 | $ 38 | ||||
Impairment of fixed assets | $ 0 | $ 0 | |||||
Auger Pipeline | |||||||
Asset Acquisition [Line Items] | |||||||
Impairment of fixed assets | $ 3 | ||||||
Cash consideration received | $ 2 | ||||||
Zydeco Pipeline Company LLC (“Zydeco”) | |||||||
Asset Acquisition [Line Items] | |||||||
Ownership | 100.00% | ||||||
Triton West LLC (“Triton”) | |||||||
Asset Acquisition [Line Items] | |||||||
Ownership | 100.00% | ||||||
Zydeco Pipeline Company LLC (“Zydeco”) | Zydeco Pipeline Company LLC (“Zydeco”) | |||||||
Asset Acquisition [Line Items] | |||||||
Ownership | 92.50% | ||||||
Zydeco Pipeline Company LLC (“Zydeco”) | Zydeco Pipeline Company LLC (“Zydeco”) | Shell Pipeline Company L P | |||||||
Asset Acquisition [Line Items] | |||||||
Ownership percentage transferred | 7.50% | ||||||
Zydeco Pipeline Company LLC (“Zydeco”) | Triton West LLC (“Triton”) | Shell Pipeline Company L P | |||||||
Asset Acquisition [Line Items] | |||||||
Payments to acquire productive assets | $ 10 | ||||||
Ownership percentage transferred | 7.50% |
Acquisitions and Other Transa_3
Acquisitions and Other Transactions - April 2020 Transaction (Details) $ / shares in Units, $ in Millions | Apr. 01, 2020USD ($)quarter$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Sep. 30, 2021$ / shares | Jun. 30, 2021$ / shares | Mar. 31, 2021$ / shares | Dec. 31, 2020USD ($)$ / shares | Sep. 30, 2020$ / shares | Jun. 30, 2020$ / shares | Mar. 31, 2020$ / shares | Dec. 31, 2019$ / shares | Sep. 30, 2019$ / shares | Jun. 30, 2019$ / shares | Mar. 31, 2019$ / shares | Dec. 31, 2018$ / shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019$ / shares | Jul. 01, 2021USD ($) |
Asset Acquisition [Line Items] | ||||||||||||||||||
Equity method investments | $ 974 | $ 1,013 | $ 974 | $ 1,013 | ||||||||||||||
Financing receivables – related parties | 293 | 298 | 293 | 298 | ||||||||||||||
Equity method investments and other assets | $ 720 | |||||||||||||||||
Partners' capital | $ (494) | $ (481) | $ (494) | $ (481) | ||||||||||||||
Common units (in units) | shares | 393,289,537 | |||||||||||||||||
Distributions per Limited Partner unit (in dollars per share) | $ / shares | $ 0.30000 | $ 0.30000 | $ 0.30000 | $ 0.46000 | $ 0.46000 | $ 0.46000 | $ 0.46000 | $ 0.46000 | $ 0.46000 | $ 0.44500 | $ 0.43000 | $ 0.41500 | $ 0.40000 | $ 1.36 | $ 1.84 | $ 1.75 | ||
Norco Transaction | Affiliated Entity | Valuation Technique, Discounted Cash Flow | ||||||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||||||
Measurement input | 11.00% | |||||||||||||||||
Norco Transaction | April 2020 Transaction | ||||||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||||||
Financing receivables – related parties | $ 302 | |||||||||||||||||
Norco Transaction | April 2020 Transaction | Affiliated Entity | ||||||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||||||
Contract assets - related parties | 244 | |||||||||||||||||
Consideration allocated, fair value | $ 546 | |||||||||||||||||
Norco Transaction | April 2020 Transaction | Affiliated Entity | Revenue expected to be recognized on multi-year terminaling service contracts | ||||||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||||||
Annual payments receivable | $ 140 | $ 140 | $ 147 | |||||||||||||||
Annual payments receivable, gross | 151 | 151 | 158 | |||||||||||||||
Annual payments receivable, net | $ 11 | $ 11 | $ 11 | |||||||||||||||
Mattox Transaction | Affiliated Entity | Valuation Technique, Discounted Cash Flow | ||||||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||||||
Measurement input | 14.00% | |||||||||||||||||
GP/IDR Restructuring | Affiliated Entity | Valuation Technique, Discounted Cash Flow | ||||||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||||||
Measurement input | 20.00% | |||||||||||||||||
Preferred Units | ||||||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||||||
Distributions per Limited Partner unit (in dollars per share) | $ / shares | $ 0.2363 | $ 0.9452 | $ 0.7089 | |||||||||||||||
General Partner SPLC | ||||||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||||||
Unit distribution (in units) | shares | 0 | |||||||||||||||||
Partners' capital | $ (4,000) | |||||||||||||||||
Economic Interest | General Partner SPLC | ||||||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||||||
Noncontrolling interest | 2.00% | 2.00% | 2.00% | |||||||||||||||
Shell Pipeline Company L P | Limited Partner | ||||||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||||||
Common units (in units) | shares | 269,457,304 | |||||||||||||||||
Ownership interest (in percentage) | 68.50% | |||||||||||||||||
Mattox Pipeline Company LLC (“Mattox”) | ||||||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||||||
Equity method investments | $ 174 | |||||||||||||||||
Purchase And Sale Agreement | Mattox Pipeline Company LLC (“Mattox”) | ||||||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||||||
Equity method investment, ownership interest acquired | 79.00% | |||||||||||||||||
Partnership Interests Restructuring Agreement | General Partner SPLC | ||||||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||||||
Distributions payable, amount waved | $ 20 | |||||||||||||||||
Distribution payable, number of consecutive quarters | quarter | 4 | |||||||||||||||||
Partnership Interests Restructuring Agreement | Limited Partner | Series A Perpetual Convertible Preferred Units | ||||||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||||||
Unit distribution (in units) | shares | 50,782,904 | |||||||||||||||||
Unit distribution (in dollars per unit) | $ / shares | $ 23.63 | |||||||||||||||||
Partnership Interests Restructuring Agreement | Limited Partner | Common Units | ||||||||||||||||||
Asset Acquisition [Line Items] | ||||||||||||||||||
Unit distribution (in units) | shares | 160,000,000 |
Acquisitions and Other Transa_4
Acquisitions and Other Transactions - June 2019 Acquisitions (Details) $ / shares in Units, $ in Millions | Jun. 06, 2019USD ($)trading_day$ / sharesshares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Asset Acquisition [Line Items] | ||||
Remeasurements of pension and other postretirement benefits related to equity method investments, net of tax | $ (1) | $ 1 | $ 2 | |
Number of trading days | trading_day | 5 | |||
Explorer | ||||
Asset Acquisition [Line Items] | ||||
Ownership | 38.59% | 38.59% | ||
Colonial | ||||
Asset Acquisition [Line Items] | ||||
Ownership | 16.125% | 16.125% | ||
June 2019 Acquisition | ||||
Asset Acquisition [Line Items] | ||||
Consideration transferred | $ 800 | |||
Equity method investment, aggregate cost | 90 | |||
Remeasurements of pension and other postretirement benefits related to equity method investments, net of tax | 6 | |||
Capital distribution to general partner | 510 | |||
Non-cash equity consideration | $ 200 | |||
Total consideration percentage (in percent) | 25.00% | |||
Common units, weighted average sales price (in dollars per share) | $ / shares | $ 20.68 | |||
General partners' capital account, units issued (in units) | shares | 193,424 | |||
June 2019 Acquisition | Subsidiary | Shell Midstream LP Holdings LLC | ||||
Asset Acquisition [Line Items] | ||||
Common units issued (in shares) | shares | 9,477,756 | |||
June 2019 Acquisition | General Partner SPLC | Shell Midstream Partners L.P. | ||||
Asset Acquisition [Line Items] | ||||
Noncontrolling interest | 2.00% | |||
June 2019 Acquisition | Revolving Credit Facility | Shell Treasury Center West Inc | Ten Year Fixed Facility | ||||
Asset Acquisition [Line Items] | ||||
Consideration, cash on hand | $ 600 | |||
June 2019 Acquisition | Explorer | ||||
Asset Acquisition [Line Items] | ||||
Equity method investments, ownership interest acquired | 25.97% | |||
Ownership | 38.59% | |||
June 2019 Acquisition | Colonial | ||||
Asset Acquisition [Line Items] | ||||
Equity method investments, ownership interest acquired | 10.125% | |||
Ownership | 16.125% |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) $ in Millions | May 01, 2021USD ($) | Mar. 23, 2021 | Mar. 16, 2021 | Jun. 06, 2019 | Jun. 04, 2019 | Feb. 01, 2019 | Aug. 01, 2018 | Jul. 31, 2018 | Dec. 01, 2017 | Nov. 03, 2014USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2021USD ($)facility | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Apr. 01, 2020USD ($)quarter |
Related Party Transaction [Line Items] | |||||||||||||||||
Payments to acquire productive assets | $ 11 | $ 27 | $ 38 | ||||||||||||||
Number of days within combined tax filing submission | 15 days | ||||||||||||||||
Distribution to holders of incentive distribution rights waived | $ 16 | $ 17 | $ 17 | 50 | |||||||||||||
Debt instrument term | 5 years | ||||||||||||||||
Health and life insurance costs | $ 5 | 5 | 6 | ||||||||||||||
Defined contribution benefit costs | 2 | 2 | 2 | ||||||||||||||
Severance costs | $ 0 | $ 7 | $ 0 | ||||||||||||||
2021 Ten Year Fixed Facility | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt instrument term | 10 years | 10 years | |||||||||||||||
Revolving Credit Facility | 2021 Ten Year Fixed Facility | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt instrument term | 10 years | 10 years | |||||||||||||||
Revolving Credit Facility | Ten Year Fixed Facility | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt instrument term | 10 years | 10 years | 10 years | ||||||||||||||
Revolving Credit Facility | Seven Year Fixed Facility | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt instrument term | 7 years | 7 years | |||||||||||||||
Revolving Credit Facility | Five Year Revolver due July 2023 | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt instrument term | 5 years | 5 years | |||||||||||||||
Revolving Credit Facility | Five Year Revolver due December 2022 | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt instrument term | 5 years | 5 years | |||||||||||||||
Shell Treasury Center West Inc | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Number of revolving credit facilities | facility | 5 | ||||||||||||||||
Shell Treasury Center West Inc | Revolving Credit Facility | 2021 Ten Year Fixed Facility | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt instrument term | 10 years | ||||||||||||||||
Shell Treasury Center West Inc | Revolving Credit Facility | Ten Year Fixed Facility | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt instrument term | 10 years | ||||||||||||||||
Shell Treasury Center West Inc | Revolving Credit Facility | Seven Year Fixed Facility | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt instrument term | 7 years | ||||||||||||||||
Shell Treasury Center West Inc | Revolving Credit Facility | Five Year Revolver due July 2023 | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||
Shell Treasury Center West Inc | Revolving Credit Facility | Five Year Revolver due December 2022 | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||
Purchase And Sale Agreement | Mattox Pipeline Company LLC (“Mattox”) | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Equity method investment, ownership interest acquired | 79.00% | ||||||||||||||||
Trade Marks License Agreement | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Trademarks agreement, termination notice period | 360 days | ||||||||||||||||
Shell Pipeline Company L P | Omnibus Agreement | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Payment of general and administrative fee | $ 10 | ||||||||||||||||
Shell Pipeline Company L P | Zydeco Pipeline Company LLC (“Zydeco”) | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Noncontrolling interest | 7.50% | 7.50% | |||||||||||||||
Zydeco Pipeline Company LLC (“Zydeco”) | Shell Pipeline Company L P | Triton West LLC (“Triton”) | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Payments to acquire productive assets | $ 10 | ||||||||||||||||
Ownership percentage transferred | 7.50% | ||||||||||||||||
Zydeco Pipeline Company LLC (“Zydeco”) | Shell Pipeline Company L P | Zydeco Pipeline Company LLC (“Zydeco”) | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Ownership percentage transferred | 7.50% | ||||||||||||||||
GEL Offshore Pipeline LLC | Odyssey Pipeline L.L.C. (“Odyssey”) | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Noncontrolling interest | 29.00% | 29.00% | 29.00% | ||||||||||||||
General Partner SPLC | Partnership Interests Restructuring Agreement | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Distributions payable, amount waved | $ 20 | ||||||||||||||||
Distribution payable, number of consecutive quarters | quarter | 4 | ||||||||||||||||
General Partner SPLC | Economic Interest | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Noncontrolling interest | 2.00% | 2.00% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Other Related Party Balances (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Accounts receivable | $ 40 | $ 21 |
Prepaid expenses | 23 | 22 |
Other assets | 2 | 2 |
Contract assets | 218 | 233 |
Accounts payable | 17 | 16 |
Deferred revenue | 31 | 19 |
Accrued liabilities | 24 | 28 |
Debt payable | 2,692 | 2,692 |
Present value of lease liabilities | 24 | |
Financing receivables | 293 | 298 |
Accrued interest, related parties | 15 | 16 |
Other accrued liabilities, related parties | 9 | 12 |
Affiliated Entity | ||
Related Party Transaction [Line Items] | ||
Present value of lease liabilities | 2 | 2 |
Unamortized debt issuance expense | $ 2 | $ 2 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Condensed Combined Statement of Operations (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 02, 2021 | |
Related Party Transactions [Abstract] | ||||
Allocated operating expenses | $ 53 | $ 45 | $ 18 | |
Major maintenance costs | 8 | 6 | 0 | |
Insurance expense | 20 | 20 | 18 | |
Other | 43 | 43 | 23 | |
Operations and maintenance – related parties | 124 | 114 | 59 | |
Allocated general corporate expenses | 25 | 29 | 28 | |
Management Agreement fee | 10 | 9 | 9 | |
Omnibus Agreement fee | 10 | 11 | 11 | |
Other | 0 | 0 | 1 | |
General and administrative – related parties | $ 45 | $ 49 | $ 49 | |
Insurance coverage percentage (in percent) | 5.00% |
Related Party Transactions - _3
Related Party Transactions - Schedule of Reimbursement from Parent and Sale Leaseback (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 01, 2021 | |
Shell Pipeline Company L P | |||||
Related Party Transaction [Line Items] | |||||
Reimbursement related to cost and expenses for maintenance projects | $ 19 | ||||
Shell Pipeline Company L P | Mars | |||||
Related Party Transaction [Line Items] | |||||
Cash received | $ 9 | ||||
Affiliated Entity | Revenue expected to be recognized on multi-year terminaling service contracts | April 2020 Transaction | |||||
Related Party Transaction [Line Items] | |||||
Cash payments received for interest income | $ 30 | $ 20 | |||
Cash principal payments received on financing receivables | $ 5 | $ 3 | |||
Affiliated Entity | Revenue expected to be recognized on multi-year terminaling service contracts | April 2020 Transaction | Shell Oil Products (SOPUS) | |||||
Related Party Transaction [Line Items] | |||||
Imputed interest rate on financing receivables | 11.10% | ||||
Affiliated Entity | Revenue expected to be recognized on multi-year terminaling service contracts | April 2020 Transaction | Shell Chemical | |||||
Related Party Transaction [Line Items] | |||||
Imputed interest rate on financing receivables | 7.40% | ||||
Affiliated Entity | Revenue expected to be recognized on multi-year terminaling service contracts | April 2020 Transaction | Norco Transaction | |||||
Related Party Transaction [Line Items] | |||||
Annual payments receivable | 140 | $ 140 | $ 147 | ||
Annual payments receivable, gross | 151 | 151 | 158 | ||
Annual payments receivable, net | $ 11 | $ 11 | $ 11 |
Equity Method Investments - Sch
Equity Method Investments - Schedule of Equity Investments in Affiliates (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 974 | $ 1,013 |
Mattox | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in percentage) | 79.00% | 79.00% |
Equity method investments | $ 156 | $ 163 |
Amberjack - Series A | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in percentage) | 75.00% | 75.00% |
Amberjack - Series B | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in percentage) | 50.00% | 50.00% |
Amberjack | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 359 | $ 382 |
Mars | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in percentage) | 71.50% | 71.50% |
Equity method investments | $ 150 | $ 152 |
Bengal | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in percentage) | 50.00% | 50.00% |
Equity method investments | $ 85 | $ 88 |
Permian Basin | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in percentage) | 50.00% | 50.00% |
Equity method investments | $ 80 | $ 83 |
LOCAP | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in percentage) | 41.48% | 41.48% |
Equity method investments | $ 15 | $ 12 |
Explorer | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in percentage) | 38.59% | 38.59% |
Equity method investments | $ 68 | $ 73 |
Poseidon | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in percentage) | 36.00% | 36.00% |
Equity method investments | $ 0 | $ 0 |
Colonial | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in percentage) | 16.125% | 16.125% |
Equity method investments | $ 32 | $ 29 |
Proteus | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in percentage) | 10.00% | 10.00% |
Equity method investments | $ 13 | $ 14 |
Endymion | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (in percentage) | 10.00% | 10.00% |
Equity method investments | $ 16 | $ 17 |
Equity method Investments - Equ
Equity method Investments - Equity Investments in Affiliates Balance Affected (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||
Income from equity method investments | $ 352 | $ 417 | $ 373 |
Mattox | |||
Schedule of Equity Method Investments [Line Items] | |||
Income from equity method investments | 60 | 45 | 0 |
Amberjack | |||
Schedule of Equity Method Investments [Line Items] | |||
Income from equity method investments | 106 | 102 | 125 |
Mars | |||
Schedule of Equity Method Investments [Line Items] | |||
Income from equity method investments | 83 | 114 | 126 |
Bengal | |||
Schedule of Equity Method Investments [Line Items] | |||
Income from equity method investments | 9 | 18 | 24 |
Explorer | |||
Schedule of Equity Method Investments [Line Items] | |||
Income from equity method investments | 61 | 44 | 41 |
Colonial | |||
Schedule of Equity Method Investments [Line Items] | |||
Income from equity method investments | 18 | 75 | 40 |
Poseidon | |||
Schedule of Equity Method Investments [Line Items] | |||
Income from equity method investments | 0 | 0 | 0 |
Other | |||
Schedule of Equity Method Investments [Line Items] | |||
Income from equity method investments | $ 15 | $ 19 | $ 17 |
Equity Method Investments - Nar
Equity Method Investments - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 01, 2020 | Jun. 06, 2019 | Jun. 05, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Distributions received from equity method investments | $ 433 | $ 541 | $ 466 | ||||||
Unamortized basis differences included in equity investments | $ 75 | 75 | 84 | ||||||
Amortization expense | 9 | 8 | 6 | ||||||
Write-off unamortized basis | 2 | ||||||||
Equity method investments | 974 | 974 | 1,013 | ||||||
Impairment of fixed assets | 0 | 0 | |||||||
Asset impairments | $ 3 | ||||||||
Total revenue | 556 | 481 | 503 | ||||||
Operating income | 232 | 169 | 215 | ||||||
Total operating expenses | 324 | 312 | 288 | ||||||
Mars Oil Pipeline Company LLC (“Mars”) | Shell Pipeline Company L P | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments, ownership interest acquired | 20.00% | ||||||||
Consideration to be received if inventory management fees do now meet certain levels | $ 10 | ||||||||
June 2019 Acquisition | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments | $ 90 | ||||||||
Mattox Pipeline Company LLC (“Mattox”) | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments | $ 174 | ||||||||
Purchase And Sale Agreement | Mattox Pipeline Company LLC (“Mattox”) | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investment, ownership interest acquired | 79.00% | ||||||||
Poseidon | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment, excess distribution | 39 | 37 | 33 | ||||||
Equity method investments | 0 | 0 | 0 | ||||||
Total revenue | 147 | 132 | |||||||
Operating income | 111 | 97 | |||||||
Total operating expenses | 36 | 35 | |||||||
Explorer | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments | 68 | 68 | 73 | ||||||
Total revenue | 329 | 258 | |||||||
Operating income | 154 | 143 | |||||||
Total operating expenses | 175 | 115 | |||||||
Explorer | June 2019 Acquisition | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments, ownership interest acquired | 25.97% | ||||||||
Total revenue | 443 | ||||||||
Operating income | 247 | ||||||||
Total operating expenses | 196 | ||||||||
Colonial | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments | 32 | 32 | 29 | ||||||
Impairment of fixed assets | 44 | ||||||||
Total revenue | 1,395 | 829 | |||||||
Operating income | 735 | 380 | |||||||
Total operating expenses | 660 | 449 | |||||||
Colonial | June 2019 Acquisition | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments, ownership interest acquired | 10.125% | ||||||||
Total revenue | 1,437 | ||||||||
Operating income | 702 | ||||||||
Total operating expenses | 735 | ||||||||
Explorer And Colonial | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Other Investments | $ 60 | ||||||||
Amberjack | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments | 359 | 359 | 382 | ||||||
Asset impairments | $ 4 | ||||||||
Total revenue | 280 | 315 | |||||||
Operating income | 202 | 242 | |||||||
Total operating expenses | 78 | 73 | |||||||
Mars Oil Pipeline Company LLC (“Mars”) | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments | 150 | 150 | 152 | ||||||
Total revenue | 259 | 282 | |||||||
Operating income | 162 | 178 | |||||||
Total operating expenses | 97 | 104 | |||||||
Mars Oil Pipeline Company LLC (“Mars”) | Shell Pipeline Company L P | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Cash received | 9 | ||||||||
Permian Basin | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments | $ 80 | 80 | 83 | ||||||
Total revenue | $ 4 | ||||||||
Operating income | $ 25 | ||||||||
Total operating expenses | $ 0 |
Equity Method Investments - Sum
Equity Method Investments - Summary of Balance Sheet and Income Statement Data for Equity Method Investments (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||||
Total revenue | $ 556 | $ 481 | $ 503 | |
Total operating expenses | 324 | 312 | 288 | |
Operating income | 232 | 169 | 215 | |
Net income | 568 | 556 | 546 | |
Balance Sheets | ||||
Current assets | 465 | 394 | ||
Total assets | 2,318 | 2,347 | ||
Current liabilities | 489 | 82 | ||
Non-current liabilities | 2,322 | 2,723 | ||
Equity (Deficit) | (493) | (458) | (749) | $ (257) |
Total liabilities and deficit | 2,318 | 2,347 | ||
Mattox | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenue | 66 | |||
Total operating expenses | 9 | |||
Operating income | 57 | |||
Net income | 57 | |||
Balance Sheets | ||||
Current assets | 11 | 13 | ||
Non-current assets | 195 | 204 | ||
Total assets | 206 | 217 | ||
Current liabilities | 0 | 0 | ||
Non-current liabilities | 9 | 12 | ||
Equity (Deficit) | 197 | 205 | ||
Total liabilities and deficit | 206 | 217 | ||
Mattox | Equity Method Investment, Nonconsolidated Investee, Other | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenue | 88 | |||
Total operating expenses | 12 | |||
Operating income | 76 | |||
Net income | 76 | |||
Amberjack | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenue | 280 | 315 | ||
Total operating expenses | 78 | 73 | ||
Operating income | 202 | 242 | ||
Net income | 201 | 243 | ||
Balance Sheets | ||||
Current assets | 53 | 44 | 56 | |
Non-current assets | 786 | 836 | 804 | |
Total assets | 839 | 880 | 860 | |
Current liabilities | 5 | 10 | 4 | |
Non-current liabilities | 134 | 124 | 32 | |
Equity (Deficit) | 700 | 746 | 824 | |
Total liabilities and deficit | 839 | 880 | 860 | |
Amberjack | Equity Method Investment, Nonconsolidated Investee, Other | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenue | 271 | |||
Total operating expenses | 66 | |||
Operating income | 205 | |||
Net income | 203 | |||
Mars | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenue | 259 | 282 | ||
Total operating expenses | 97 | 104 | ||
Operating income | 162 | 178 | ||
Net income | 163 | 179 | ||
Balance Sheets | ||||
Current assets | 50 | 47 | 57 | |
Non-current assets | 245 | 269 | 173 | |
Total assets | 295 | 316 | 230 | |
Current liabilities | 26 | 23 | 8 | |
Non-current liabilities | 79 | 103 | 22 | |
Equity (Deficit) | 190 | 190 | 200 | |
Total liabilities and deficit | 295 | 316 | 230 | |
Mars | Equity Method Investment, Nonconsolidated Investee, Other | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenue | 211 | |||
Total operating expenses | 91 | |||
Operating income | 120 | |||
Net income | 120 | |||
Bengal | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenue | 65 | 77 | ||
Total operating expenses | 30 | 30 | ||
Operating income | 35 | 47 | ||
Net income | 35 | 47 | ||
Balance Sheets | ||||
Current assets | 28 | 33 | 35 | |
Non-current assets | 164 | 161 | 157 | |
Total assets | 192 | 194 | 192 | |
Current liabilities | 11 | 7 | 6 | |
Non-current liabilities | 0 | 0 | 0 | |
Equity (Deficit) | 181 | 187 | 186 | |
Total liabilities and deficit | 192 | 194 | 192 | |
Bengal | Equity Method Investment, Nonconsolidated Investee, Other | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenue | 46 | |||
Total operating expenses | 29 | |||
Operating income | 17 | |||
Net income | 17 | |||
Explorer | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenue | 329 | 258 | ||
Total operating expenses | 175 | 115 | ||
Operating income | 154 | 143 | ||
Net income | 119 | 111 | ||
Balance Sheets | ||||
Current assets | 85 | 74 | 93 | |
Non-current assets | 574 | 537 | 530 | |
Total assets | 659 | 611 | 623 | |
Current liabilities | 54 | 49 | 44 | |
Non-current liabilities | 508 | 459 | 442 | |
Equity (Deficit) | 97 | 103 | 137 | |
Total liabilities and deficit | 659 | 611 | 623 | |
Explorer | Equity Method Investment, Nonconsolidated Investee, Other | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenue | 405 | |||
Total operating expenses | 178 | |||
Operating income | 227 | |||
Net income | 165 | |||
Colonial | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenue | 1,395 | 829 | ||
Total operating expenses | 660 | 449 | ||
Operating income | 735 | 380 | ||
Net income | 473 | 255 | ||
Balance Sheets | ||||
Current assets | 695 | 501 | 323 | |
Non-current assets | 3,008 | 3,105 | 2,920 | |
Total assets | 3,703 | 3,606 | 3,243 | |
Current liabilities | 307 | 245 | 519 | |
Non-current liabilities | 3,503 | 3,508 | 2,873 | |
Equity (Deficit) | (107) | (147) | (149) | |
Total liabilities and deficit | 3,703 | 3,606 | 3,243 | |
Colonial | Equity Method Investment, Nonconsolidated Investee, Other | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenue | 1,304 | |||
Total operating expenses | 1,002 | |||
Operating income | 302 | |||
Net income | 123 | |||
Poseidon | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenue | 147 | 132 | ||
Total operating expenses | 36 | 35 | ||
Operating income | 111 | 97 | ||
Net income | 105 | 87 | ||
Balance Sheets | ||||
Current assets | 18 | 31 | 30 | |
Non-current assets | 167 | 176 | 190 | |
Total assets | 185 | 207 | 220 | |
Current liabilities | 8 | 10 | 16 | |
Non-current liabilities | 232 | 238 | 246 | |
Equity (Deficit) | (55) | (41) | (42) | |
Total liabilities and deficit | 185 | 207 | 220 | |
Poseidon | Equity Method Investment, Nonconsolidated Investee, Other | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenue | 134 | |||
Total operating expenses | 37 | |||
Operating income | 97 | |||
Net income | 93 | |||
Other | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenue | 220 | 190 | ||
Total operating expenses | 123 | 108 | ||
Operating income | 97 | 82 | ||
Net income | 88 | 73 | ||
Balance Sheets | ||||
Current assets | 33 | 35 | 60 | |
Non-current assets | 871 | 920 | 917 | |
Total assets | 904 | 955 | 977 | |
Current liabilities | 43 | 56 | 73 | |
Non-current liabilities | 459 | 486 | 469 | |
Equity (Deficit) | 402 | 413 | 435 | |
Total liabilities and deficit | 904 | 955 | 977 | |
Other | Equity Method Investment, Nonconsolidated Investee, Other | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenue | 213 | |||
Total operating expenses | 126 | |||
Operating income | 87 | |||
Net income | $ 82 | |||
April 2020 Acquisition | Mattox | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenue | 85 | |||
Total operating expenses | 12 | |||
Operating income | $ 73 | |||
June 2019 Acquisition | Explorer | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenue | 443 | |||
Total operating expenses | 196 | |||
Operating income | 247 | |||
June 2019 Acquisition | Colonial | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenue | 1,437 | |||
Total operating expenses | 735 | |||
Operating income | $ 702 |
Property, Plant and Equipment -
Property, Plant and Equipment - Components of Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | |||
Land | $ 12 | $ 12 | |
Building and improvements | 45 | 47 | |
Pipeline and equipment | 1,240 | 1,263 | |
Other | 35 | 34 | |
Property, plant and equipment, gross | 1,332 | 1,356 | |
Accumulated depreciation, and amortization | (690) | (661) | |
Property plant and equipment excluding construction in progress | 642 | 695 | |
Construction in progress | 12 | 4 | |
Property, plant and equipment, net | 654 | 699 | |
Operating lease cost | 0 | 0 | $ 0 |
Accumulated depreciation related to assets under operating leases | 155 | 147 | |
Accumulated depreciation related to assets under capital lease | $ 9 | 8 | |
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 | |||
Property Plant And Equipment [Line Items] | |||
Operating lease cost | $ 366 | 372 | |
Finance lease cost | $ 23 | $ 23 | |
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 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 01, 2021 | Apr. 30, 2021 | |
Property Plant And Equipment [Line Items] | |||||
Depreciation, amortization and accretion | $ 50 | $ 50 | $ 49 | ||
Payments to acquire productive assets | $ 11 | 27 | 38 | ||
Impairment of fixed assets | $ 0 | $ 0 | |||
Zydeco Pipeline Company LLC (“Zydeco”) | |||||
Property Plant And Equipment [Line Items] | |||||
Ownership | 100.00% | ||||
Zydeco Pipeline Company LLC (“Zydeco”) | Zydeco Pipeline Company LLC (“Zydeco”) | |||||
Property Plant And Equipment [Line Items] | |||||
Ownership | 92.50% | ||||
Zydeco Pipeline Company LLC (“Zydeco”) | Zydeco Pipeline Company LLC (“Zydeco”) | Shell Pipeline Company L P | |||||
Property Plant And Equipment [Line Items] | |||||
Ownership percentage transferred | 7.50% |
Accrued Liabilities - Third P_3
Accrued Liabilities - Third Parties (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Project accruals | $ 2 | $ 4 |
Property taxes | 6 | 5 |
Other accrued liabilities | 3 | 1 |
Total accrued liabilities – third parties | $ 11 | $ 10 |
Related Party Debt - Schedule o
Related Party Debt - Schedule of Consolidated Related Party Debt Obligations (Details) - USD ($) | Mar. 23, 2021 | Mar. 16, 2021 | Jun. 06, 2019 | Jun. 04, 2019 | Aug. 01, 2018 | Jul. 31, 2018 | Dec. 01, 2017 | Mar. 01, 2017 | Dec. 31, 2021 | Dec. 31, 2020 |
Line Of Credit Facility [Line Items] | ||||||||||
Debt instrument term | 5 years | |||||||||
Outstanding Balance | $ 2,692,000,000 | $ 2,692,000,000 | ||||||||
Total Capacity | 3,560,000,000 | 3,590,000,000 | ||||||||
Available Capacity | 866,000,000 | 896,000,000 | ||||||||
2021 Ten Year Fixed Facility | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt instrument term | 10 years | 10 years | ||||||||
Minimum | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Unamortized debt issuance costs | $ (1,000,000) | |||||||||
Revolving Credit Facility | 2021 Ten Year Fixed Facility | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt instrument term | 10 years | 10 years | ||||||||
Total Capacity | $ 600,000,000 | |||||||||
Revolving Credit Facility | Ten Year Fixed Facility | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt instrument term | 10 years | 10 years | 10 years | |||||||
Revolving Credit Facility | Seven Year Fixed Facility | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt instrument term | 7 years | 7 years | ||||||||
Total Capacity | $ 600,000,000 | |||||||||
Revolving Credit Facility | Five Year Revolver due July 2023 | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt instrument term | 5 years | 5 years | ||||||||
Total Capacity | $ 760,000,000 | |||||||||
Revolving Credit Facility | Five Year Revolver due December 2022 | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt instrument term | 5 years | 5 years | ||||||||
Revolving Credit Facility | Five Year Fixed Facility | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt instrument term | 5 years | 5 years | 5 years | |||||||
Current | Revolving Credit Facility | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Outstanding Balance | $ 400,000,000 | 0 | ||||||||
Total Capacity | 1,000,000,000 | 0 | ||||||||
Available Capacity | 600,000,000 | 0 | ||||||||
Current | Revolving Credit Facility | Five Year Revolver due December 2022 | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Outstanding Balance | 400,000,000 | 0 | ||||||||
Total Capacity | 1,000,000,000 | 0 | ||||||||
Available Capacity | 600,000,000 | 0 | ||||||||
Noncurrent | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Unamortized debt issuance costs | (2,000,000) | (2,000,000) | ||||||||
Noncurrent | Revolving Credit Facility | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Outstanding Balance | 2,292,000,000 | 2,692,000,000 | ||||||||
Total Capacity | 2,560,000,000 | 3,590,000,000 | ||||||||
Available Capacity | 266,000,000 | 896,000,000 | ||||||||
Noncurrent | Revolving Credit Facility | 2021 Ten Year Fixed Facility | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Outstanding Balance | 600,000,000 | 0 | ||||||||
Total Capacity | 600,000,000 | 0 | ||||||||
Available Capacity | 0 | 0 | ||||||||
Noncurrent | Revolving Credit Facility | Ten Year Fixed Facility | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Outstanding Balance | 600,000,000 | 600,000,000 | ||||||||
Total Capacity | 600,000,000 | 600,000,000 | ||||||||
Available Capacity | 0 | 0 | ||||||||
Noncurrent | Revolving Credit Facility | Seven Year Fixed Facility | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Outstanding Balance | 600,000,000 | 600,000,000 | ||||||||
Total Capacity | 600,000,000 | 600,000,000 | ||||||||
Available Capacity | 0 | 0 | ||||||||
Noncurrent | Revolving Credit Facility | Five Year Revolver due July 2023 | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Outstanding Balance | 494,000,000 | 494,000,000 | ||||||||
Total Capacity | 760,000,000 | 760,000,000 | ||||||||
Available Capacity | 266,000,000 | 266,000,000 | ||||||||
Noncurrent | Revolving Credit Facility | Five Year Revolver due December 2022 | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Outstanding Balance | 0 | 400,000,000 | ||||||||
Total Capacity | 0 | 1,000,000,000 | ||||||||
Available Capacity | 0 | 600,000,000 | ||||||||
Noncurrent | Revolving Credit Facility | Five Year Fixed Facility | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Outstanding Balance | 0 | 600,000,000 | ||||||||
Total Capacity | $ 600,000,000 | 0 | ||||||||
Available Capacity | 0 | 0 | ||||||||
Noncurrent | Revolving Credit Facility | 2019 Zydeco Revolver | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Outstanding Balance | 0 | 0 | ||||||||
Total Capacity | 0 | 30,000,000 | ||||||||
Available Capacity | $ 0 | $ 30,000,000 |
Related Party Debt - Narrative
Related Party Debt - Narrative (Details) - USD ($) | Mar. 23, 2021 | Mar. 16, 2021 | Jun. 06, 2019 | Jun. 04, 2019 | Aug. 01, 2018 | Jul. 31, 2018 | Dec. 01, 2017 | Mar. 01, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Line Of Credit Facility [Line Items] | |||||||||||
Interest and fee expenses associated with borrowings | $ 82,000,000 | $ 90,000,000 | $ 92,000,000 | ||||||||
Interest paid | 81,000,000 | 92,000,000 | $ 88,000,000 | ||||||||
Debt instrument term | 5 years | ||||||||||
Maximum borrowing capacity | 3,560,000,000 | 3,590,000,000 | |||||||||
Debt issuance costs, net | $ 0 | ||||||||||
Long-term debt, carrying value | 2,694,000,000 | 2,694,000,000 | |||||||||
Long-term debt, fair value | $ 2,849,000,000 | $ 2,928,000,000 | |||||||||
2021 Ten Year Fixed Facility | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Debt instrument term | 10 years | 10 years | |||||||||
2021 Ten Year Fixed Facility | Revolving Credit Facility | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Debt instrument term | 10 years | 10 years | |||||||||
Maximum borrowing capacity | $ 600,000,000 | ||||||||||
Fixed interest rate | 2.96% | ||||||||||
Debt issuance costs, net | $ 0 | ||||||||||
2021 Ten Year Fixed Facility | Revolving Credit Facility | Shell Treasury Center West Inc | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Debt instrument term | 10 years | ||||||||||
Ten Year Fixed Facility | Revolving Credit Facility | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Debt instrument term | 10 years | 10 years | 10 years | ||||||||
Debt issuance costs, net | $ 0 | ||||||||||
Ten Year Fixed Facility | Revolving Credit Facility | Affiliated Entity | Shell Treasury Center West Inc | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Maximum borrowing capacity | $ 600,000,000 | ||||||||||
Fixed interest rate | 4.18% | ||||||||||
Ten Year Fixed Facility | Revolving Credit Facility | Shell Treasury Center West Inc | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Debt instrument term | 10 years | ||||||||||
Seven Year Fixed Facility | Revolving Credit Facility | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Debt instrument term | 7 years | 7 years | |||||||||
Maximum borrowing capacity | $ 600,000,000 | ||||||||||
Fixed interest rate | 4.06% | ||||||||||
Debt issuance costs | $ 1,000,000 | ||||||||||
Seven Year Fixed Facility | Revolving Credit Facility | Shell Treasury Center West Inc | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Debt instrument term | 7 years | ||||||||||
Five Year Revolver due July 2023 | Revolving Credit Facility | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Debt instrument term | 5 years | 5 years | |||||||||
Maximum borrowing capacity | $ 760,000,000 | ||||||||||
Fixed interest rate | 0.19% | ||||||||||
Weighted average interest rate | 1.28% | ||||||||||
Five Year Revolver due July 2023 | Revolving Credit Facility | Shell Treasury Center West Inc | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Debt instrument term | 5 years | ||||||||||
Five Year Revolver due December 2022 | Revolving Credit Facility | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Debt instrument term | 5 years | 5 years | |||||||||
Five Year Revolver due December 2022 | Revolving Credit Facility | Affiliated Entity | Shell Treasury Center West Inc | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Maximum borrowing capacity | $ 1,000,000,000 | ||||||||||
Debt issuance costs | $ 2,000,000 | ||||||||||
Unused capacity commitment fee percentage | 0.19% | ||||||||||
Weighted average interest rate | 1.47% | ||||||||||
Five Year Revolver due December 2022 | Revolving Credit Facility | Shell Treasury Center West Inc | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Debt instrument term | 5 years | ||||||||||
Five Year Fixed Facility | Revolving Credit Facility | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Debt instrument term | 5 years | 5 years | 5 years | ||||||||
Five Year Fixed Facility | Revolving Credit Facility | Affiliated Entity | Shell Treasury Center West Inc | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Early prepayment fee | $ 2,000,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)renewallease | Dec. 31, 2020USD ($) | Jan. 01, 2019USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 3 | $ 4 | |
Present value of lease liabilities | $ 4 | ||
Number of finance leases | lease | 2 | ||
Percent threshold for adjustment | 5.00% | ||
Imputed interest rate | 15.00% | ||
Unconditional payment obligations | $ 1 | $ 1 | |
Ten Year Agreement, Five Year Renewal Option | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Initial term | 10 years | ||
Additional term | 5 years | ||
Extension term prior to original extension option | 14 months | ||
Number of renewal options | renewal | 2 | ||
Ten Year Agreement, One Year Renewal Option | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Additional term | 1 year | ||
Number of renewal options | renewal | 10 | ||
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 5 | ||
Present value of lease liabilities | $ 5 |
Leases - Assets and Liabilities
Leases - Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 3 | $ 4 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, plant and equipment, net | Property, plant and equipment, net |
Finance lease assets | $ 14 | $ 16 |
Total lease assets | $ 17 | $ 20 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued liabilities – third parties | Accrued liabilities – third parties |
Finance lease liability | $ 1 | $ 1 |
Operating lease liabilities | 4 | 4 |
Finance lease liabilities | 23 | 24 |
Total lease liabilities | 28 | 29 |
Finance lease, accumulated amortization | $ 9 | $ 8 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease cost (less than $1 million) | $ 0 | $ 0 | $ 0 |
Finance lease cost, amortization of leased assets | 1 | 1 | 1 |
Finance lease cost, interest on lease liabilities | 3 | 4 | 4 |
Total lease cost | $ 4 | $ 5 | $ 5 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flows (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating cash flows from operating leases (less than $1 million) | $ 0 | $ 0 | |
Operating cash flows from finance leases | (3) | (3) | |
Financing cash flows from finance leases | $ (1) | $ (1) | $ (1) |
Weighted-average remaining lease term - operating leases | 18 years | 19 years | 20 years |
Weighted-average remaining lease term - finance leases | 9 years | 10 years | 11 years |
Weighted-average discount rate - operating leases | 5.30% | 5.80% | 5.80% |
Weighted-average discount rate - finance leases | 14.30% | 14.30% | 14.30% |
Leases - Maturities of Operatin
Leases - Maturities of Operating and Financing Lease Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2022 | $ 0 | |
2023 | 1 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
Remainder | 5 | |
Total lease payments | 6 | |
Less: Interest | (2) | |
Present value of lease liabilities | 4 | |
Operating lease, payments due, related to options to extend | 2 | |
Finance Leases | ||
2022 | 4 | |
2023 | 4 | |
2024 | 4 | |
2025 | 5 | |
2026 | 5 | |
Remainder | 22 | |
Total lease payments | 44 | |
Less: Interest | (20) | |
Present value of lease liabilities | 24 | |
Finance lease, liability, payments due, principal amounts | 24 | |
Finance lease, liability, payments due, executory costs | 7 | |
Finance lease liability | 1 | $ 1 |
Total | ||
2022 | 4 | |
2023 | 5 | |
2024 | 4 | |
2025 | 5 | |
2026 | 5 | |
Remainder | 27 | |
Total lease payments | 50 | |
Less: Interest | (22) | |
Present value of lease liabilities | $ 28 |
Leases - Maturity of Lease Paym
Leases - Maturity of Lease Payments to be Received (Details) $ in Millions | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 56 |
2023 | 56 |
2024 | 56 |
2025 | 56 |
2026 | 56 |
Remainder | 394 |
Total lease payments | 674 |
Operating lease, payments to be received, related to options to extend | $ 366 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Other comprehensive income (loss) | $ 1 | $ (1) | $ (2) |
(Deficit) Equity - Narrative (D
(Deficit) Equity - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||||
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 01, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||||
Partners' capital | $ (494) | $ (481) | |||
General Partner SPLC | |||||
Class of Stock [Line Items] | |||||
Units canceled (in units) | 0 | 0 | 4,761,012 | ||
Partners' capital | $ (4,000) | ||||
General Partner SPLC | Shell Pipeline Company L P | General Partner Interest | |||||
Class of Stock [Line Items] | |||||
Aggregate percentage of interest | 2.00% | ||||
Limited Partner | Shell Pipeline Company L P | Limited Partner Interest | |||||
Class of Stock [Line Items] | |||||
Aggregate percentage of interest | 98.00% | ||||
Common Units | Shell Pipeline Company L P | |||||
Class of Stock [Line Items] | |||||
Units canceled (in units) | 269,457,304 | 269,457,304 | 109,457,304 |
(Deficit) Equity - Schedule of
(Deficit) Equity - Schedule of Number of Units Outstanding (Details) - shares | Apr. 01, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
General Partner SPLC | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||
Beginning balance (in units) | 0 | ||
April 2020 Acquisition (in units) | (4,761,012) | ||
Unit distribution (in units) | 0 | ||
Ending balance (in units) | 4,761,012 | 0 | 0 |
Preferred Partner | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||
Beginning balance (in units) | 50,782,904 | 0 | |
April 2020 Acquisition (in units) | 50,782,904 | ||
Unit distribution (in units) | 0 | ||
Ending balance (in units) | 50,782,904 | 50,782,904 | |
General Public | Common Units | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||
Beginning balance (in units) | 123,832,233 | 123,832,233 | |
April 2020 Acquisition (in units) | 0 | ||
Unit distribution (in units) | 0 | ||
Ending balance (in units) | 123,832,233 | 123,832,233 | |
Shell Pipeline Company L P | Common Units | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||
Beginning balance (in units) | 269,457,304 | 109,457,304 | |
April 2020 Acquisition (in units) | 160,000,000 | ||
Unit distribution (in units) | 0 | ||
Ending balance (in units) | 269,457,304 | 269,457,304 |
(Deficit) Equity - Units Outsta
(Deficit) Equity - Units Outstanding (Details) | Apr. 01, 2020$ / sharesshares | Dec. 31, 2021shares | Dec. 31, 2020shares | Dec. 31, 2019shares |
Class of Stock [Line Items] | ||||
Common unitholders' capital account, units outstanding (in shares) | 393,289,537 | |||
Percent of consideration payable in cash | 90.00% | |||
Common Units | ||||
Class of Stock [Line Items] | ||||
Common unitholders' capital account, units outstanding (in shares) | 123,832,233 | 123,832,233 | ||
Limited Partner | Partnership Interests Restructuring Agreement | Series A Perpetual Convertible Preferred Units | ||||
Class of Stock [Line Items] | ||||
Unit distribution (in units) | 50,782,904 | |||
Unit distribution (in dollars per unit) | $ / shares | $ 23.63 | |||
Preferred Partner | ||||
Class of Stock [Line Items] | ||||
Units canceled (in units) | 50,782,904 | 50,782,904 | 0 | |
Preferred Partner | Series A Perpetual Convertible Preferred Units | ||||
Class of Stock [Line Items] | ||||
Conversion ratio | 1 | |||
General Public | Common Units | ||||
Class of Stock [Line Items] | ||||
Units canceled (in units) | 123,832,233 | 123,832,233 | 123,832,233 | |
Shell Pipeline Company L P | ||||
Class of Stock [Line Items] | ||||
Unit distribution (in units) | 50,782,904 | 50,782,904 | ||
Shell Pipeline Company L P | Series A Perpetual Convertible Preferred Units | ||||
Class of Stock [Line Items] | ||||
Conversion ratio | 1 | |||
Closing price per share, threshold (in dollars per share) | $ / shares | $ 33.082 | |||
Closing price per share, percent of issuance price, threshold | 140.00% | |||
Closing price per share, number of trading days threshold | 20 days | |||
Closing price per share, number of trading days preceding notice of conversion | 30 days | |||
Shell Pipeline Company L P | Common Units | ||||
Class of Stock [Line Items] | ||||
Common unitholders' capital account, units outstanding (in shares) | 269,457,304 | 269,457,304 | ||
Units canceled (in units) | 269,457,304 | 269,457,304 | 109,457,304 | |
Shell Pipeline Company L P | Limited Partner | Limited Partner Interest | ||||
Class of Stock [Line Items] | ||||
Ownership interest (in percentage) | 68.50% |
(Deficit) Equity - Schedule o_2
(Deficit) Equity - Schedule of Distributions Declared and/or Paid (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 01, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Distribution Made To Limited Partner [Line Items] | |||||||||||||||||
Distributions per Limited Partner unit (in dollars per share) | $ 0.30000 | $ 0.30000 | $ 0.30000 | $ 0.46000 | $ 0.46000 | $ 0.46000 | $ 0.46000 | $ 0.46000 | $ 0.46000 | $ 0.44500 | $ 0.43000 | $ 0.41500 | $ 0.40000 | $ 1.36 | $ 1.84 | $ 1.75 | |
Distributions payable period threshold | 60 days | ||||||||||||||||
Preferred unitholder’s interest in net income | $ 48 | $ 48 | $ 36 | $ 0 | |||||||||||||
Distribution to holders of incentive distribution rights waived | $ 16 | $ 17 | $ 17 | $ 50 | |||||||||||||
Distributions declared and/or paid | 130 | $ 130 | $ 130 | $ 173 | $ 173 | $ 173 | $ 173 | $ 162 | $ 162 | 140 | 131 | 119 | $ 129 | ||||
Preferred Units | |||||||||||||||||
Distribution Made To Limited Partner [Line Items] | |||||||||||||||||
Distributions per Limited Partner unit (in dollars per share) | $ 0.2363 | $ 0.9452 | $ 0.7089 | ||||||||||||||
Shell Midstream Partners L.P. | |||||||||||||||||
Distribution Made To Limited Partner [Line Items] | |||||||||||||||||
Aggregate percentage of interest | 2.00% | ||||||||||||||||
Common Units | General Public | |||||||||||||||||
Distribution Made To Limited Partner [Line Items] | |||||||||||||||||
Distributions declared and/or paid | 37 | 37 | 37 | 57 | 57 | 57 | 57 | 57 | 57 | 56 | 53 | 51 | 49 | ||||
Unit distribution (in units) | 0 | ||||||||||||||||
Common Units | Shell Pipeline Company L P | |||||||||||||||||
Distribution Made To Limited Partner [Line Items] | |||||||||||||||||
Distributions declared and/or paid | 81 | 81 | 81 | 104 | 104 | 104 | 104 | 50 | 50 | 48 | 47 | 42 | 40 | ||||
Unit distribution (in units) | 0 | ||||||||||||||||
General Partner SPLC | |||||||||||||||||
Distribution Made To Limited Partner [Line Items] | |||||||||||||||||
Distributions declared and/or paid | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3 | 3 | 3 | 3 | 3 | 3 | ||||
Unit distribution (in units) | 0 | ||||||||||||||||
General Partner SPLC | Partnership Interests Restructuring Agreement | |||||||||||||||||
Distribution Made To Limited Partner [Line Items] | |||||||||||||||||
Distributions payable, amount waved | $ 20 | ||||||||||||||||
General Partner SPLC | Economic Interest | |||||||||||||||||
Distribution Made To Limited Partner [Line Items] | |||||||||||||||||
Noncontrolling interest | 2.00% | 2.00% | 2.00% | ||||||||||||||
General Partner SPLC | General Partner IDR's | |||||||||||||||||
Distribution Made To Limited Partner [Line Items] | |||||||||||||||||
Distributions declared and/or paid | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 52 | 52 | 33 | 28 | 23 | 37 | ||||
Preferred Units | Shell Pipeline Company L P | |||||||||||||||||
Distribution Made To Limited Partner [Line Items] | |||||||||||||||||
Distributions declared and/or paid | $ 12 | $ 12 | $ 12 | $ 12 | $ 12 | $ 12 | $ 12 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
(Deficit) Equity - Distribution
(Deficit) Equity - Distributions to Noncontrolling Interests (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Zydeco Pipeline Company LLC (“Zydeco”) | ||||
Class of Stock [Line Items] | ||||
Distributions to noncontrolling interest (less than $1 million in 2021 for Zydeco) | $ 0 | $ 1 | $ 5 | $ 4 |
Odyssey Pipeline L.L.C. | ||||
Class of Stock [Line Items] | ||||
Distributions to noncontrolling interest (less than $1 million in 2021 for Zydeco) | $ 11 | $ 11 | $ 13 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Total Topic 606 revenue | $ 500 | $ 424 | $ 447 |
Total revenue | 556 | 481 | 503 |
Third Parties | Revenue expected to be recognized on multi-year committed shipper transportation contracts | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Total Topic 606 revenue | 142 | 114 | 134 |
Third Parties | Revenue expected to be recognized on multi-year storage service contracts | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Total Topic 606 revenue | 9 | 9 | 9 |
Third Parties | Product Revenue | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Total Topic 606 revenue | 1 | 0 | 5 |
Related Parties | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Lease revenue – related parties | 56 | 57 | 56 |
Related Parties | Revenue expected to be recognized on multi-year committed shipper transportation contracts | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Total Topic 606 revenue | 174 | 164 | 210 |
Related Parties | Revenue expected to be recognized on multi-year storage service contracts | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Total Topic 606 revenue | 7 | 8 | 7 |
Related Parties | Revenue expected to be recognized on multi-year terminaling service contracts | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Total Topic 606 revenue | 120 | 103 | 47 |
Related Parties | Terminaling Services, Major Maintenance | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Total Topic 606 revenue | 11 | 7 | 0 |
Related Parties | Product Revenue | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Total Topic 606 revenue | 36 | 19 | 35 |
Related Parties | Transportation Services Nonlease Service | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Total Topic 606 revenue | $ 5 | $ 5 | $ 5 |
Revenue Recognition - Future Mi
Revenue Recognition - Future Minimum Payments Receivable (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)term | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Total lease payments | $ 674 |
Less than 1 year | 56 |
More than 5 years | 394 |
Lease And Non-Lease Service Components | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Total lease payments | 617 |
Less than 1 year | 109 |
Years 2 to 3 | 218 |
Years 4 to 5 | 218 |
More than 5 years | $ 72 |
Transportation Services Operating Leases Five Year Terms | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Initial term | 10 years |
Number of additional terms | term | 2 |
Additional term | 5 years |
Transportation Services Operating Leases Amended | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Additional term | 14 months |
Transportation Services Operating Leases One Year Terms | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Initial term | 10 years |
Number of additional terms | term | 10 |
Additional term | 1 year |
Transportation Services Operating Leases | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Initial term | 10 years |
Revenue Recognition - Transport
Revenue Recognition - Transportation Services Revenue (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Reserves for potential refunds | $ 0 | $ 0 |
Revenue Recognition - Terminali
Revenue Recognition - Terminaling Service (Details) - Revenue expected to be recognized on multi-year terminaling service contracts - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Jul. 01, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Agreement term | 15 years | |
Agreement term extension | 5 years | |
Loss of terminaling service revenue and interest income | $ 3 | |
Norco Transaction | Affiliated Entity | April 2020 Transaction | ||
Disaggregation of Revenue [Line Items] | ||
Annual payments receivable | 140 | $ 147 |
Annual payments receivable, gross | 151 | 158 |
Annual payments receivable, net | $ 11 | $ 11 |
Annual payments CPI adjustment escalation percent | 4.86% |
Revenue Recognition - Receivabl
Revenue Recognition - Receivables and Contract Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
Disaggregation of Revenue [Line Items] | |||||
Accounts receivable – third parties, net | $ 16 | $ 20 | |||
Contract assets – related parties | 218 | 233 | |||
Deferred revenue | 2 | 4 | |||
Third Parties | |||||
Disaggregation of Revenue [Line Items] | |||||
Accounts receivable – third parties, net | 13 | $ 19 | 19 | $ 11 | |
Deferred revenue | 2 | 4 | 4 | 0 | $ 0 |
Related Parties | |||||
Disaggregation of Revenue [Line Items] | |||||
Accounts receivable – third parties, net | 35 | 18 | 18 | 24 | |
Contract assets – related parties | 218 | 233 | 233 | 0 | |
Deferred revenue | $ 31 | $ 19 | $ 19 | $ 0 | $ 0 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2021 | Jan. 01, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||
Contract assets – related parties | $ 218 | $ 233 | |||
Contract With Customer, Estimated Future Amortization [Abstract] | |||||
2022 | 17 | ||||
2023 | 17 | ||||
2024 | 18 | ||||
2025 | 19 | ||||
2026 | 16 | ||||
Movement in Deferred Revenue [Roll Forward] | |||||
Deferred revenue, ending balance | 2 | 4 | |||
Minimum Volume Commitment | |||||
Movement in Deferred Revenue [Roll Forward] | |||||
Additions | 21 | 24 | |||
Third Parties | |||||
Movement in Deferred Revenue [Roll Forward] | |||||
Deferred revenue, ending balance | 2 | 4 | $ 4 | $ 0 | $ 0 |
Additions | 4 | 8 | |||
Reductions | (6) | (4) | |||
Related Parties | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract assets – related parties | 218 | 233 | 233 | 0 | |
Movement in Deferred Revenue [Roll Forward] | |||||
Deferred revenue, ending balance | 31 | 19 | $ 19 | $ 0 | $ 0 |
Additions | 27 | 21 | |||
Reductions | $ (15) | (2) | |||
Revenue expected to be recognized on multi-year terminaling service contracts | |||||
Disaggregation of Revenue [Line Items] | |||||
Agreement term | 15 years | ||||
Capitalized contract cost, amortization | $ 15 | 11 | |||
Movement in Deferred Revenue [Roll Forward] | |||||
Additions | $ 10 | $ 5 |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligations (Details) $ in Millions | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 2,219 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 239 |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 239 |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 237 |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 230 |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 1,274 |
Remaining performance obligation, expected timing of satisfaction, period | |
Revenue expected to be recognized on multi-year committed shipper transportation contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 410 |
Revenue expected to be recognized on multi-year committed shipper transportation contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 63 |
Revenue expected to be recognized on multi-year committed shipper transportation contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 63 |
Revenue expected to be recognized on multi-year committed shipper transportation contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 57 |
Revenue expected to be recognized on multi-year committed shipper transportation contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 50 |
Revenue expected to be recognized on multi-year committed shipper transportation contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 177 |
Revenue expected to be recognized on other multi-year transportation service contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 29 |
Revenue expected to be recognized on other multi-year transportation service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 6 |
Revenue expected to be recognized on other multi-year transportation service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 6 |
Revenue expected to be recognized on other multi-year transportation service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 6 |
Revenue expected to be recognized on other multi-year transportation service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 5 |
Revenue expected to be recognized on other multi-year transportation service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 6 |
Revenue expected to be recognized on multi-year storage service contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 18 |
Revenue expected to be recognized on multi-year storage service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 10 |
Revenue expected to be recognized on multi-year storage service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 4 |
Revenue expected to be recognized on multi-year storage service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 4 |
Revenue expected to be recognized on multi-year storage service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 0 |
Revenue expected to be recognized on multi-year storage service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 0 |
Revenue expected to be recognized on multi-year terminaling service contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 281 |
Revenue expected to be recognized on multi-year terminaling service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 47 |
Revenue expected to be recognized on multi-year terminaling service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 47 |
Revenue expected to be recognized on multi-year terminaling service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 47 |
Revenue expected to be recognized on multi-year terminaling service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 48 |
Revenue expected to be recognized on multi-year terminaling service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 92 |
Revenue expected to be recognized on multi-year operation and major maintenance terminaling service contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 1,481 |
Revenue expected to be recognized on multi-year operation and major maintenance terminaling service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 113 |
Revenue expected to be recognized on multi-year operation and major maintenance terminaling service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 119 |
Revenue expected to be recognized on multi-year operation and major maintenance terminaling service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 123 |
Revenue expected to be recognized on multi-year operation and major maintenance terminaling service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 127 |
Revenue expected to be recognized on multi-year operation and major maintenance terminaling service contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 999 |
Net Income Per Limited Partne_3
Net Income Per Limited Partner Unit - Narrative (Details) | Apr. 01, 2020 | Dec. 31, 2021 |
Preferred Partner | Series A Perpetual Convertible Preferred Units | ||
Limited Partners Capital Account [Line Items] | ||
Conversion ratio | 1 | |
Economic Interest | General Partner SPLC | ||
Limited Partners Capital Account [Line Items] | ||
Noncontrolling interest | 2.00% | 2.00% |
Net Income Per Limited Partne_4
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, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Limited Partners Capital Account [Line Items] | ||||
Net income | $ 568 | $ 556 | $ 546 | |
Net income attributable to noncontrolling interests | 12 | 13 | 18 | |
Net income attributable to the Partnership | 556 | 543 | 528 | |
Partner distribution declared | 645 | 552 | ||
Preferred unitholder’s interest in net income | $ 48 | $ 48 | 36 | 0 |
Income (less than)/in excess of distributions | (138) | (24) | ||
General Partner SPLC | ||||
Limited Partners Capital Account [Line Items] | ||||
Partner distribution declared | 55 | 148 | ||
Income (less than)/in excess of distributions | 0 | (1) | ||
Preferred Partner | ||||
Limited Partners Capital Account [Line Items] | ||||
Preferred unitholder’s interest in net income | 36 | 0 | ||
Limited Partners Common Units | ||||
Limited Partners Capital Account [Line Items] | ||||
Partner distribution declared | 590 | 404 | ||
Income (less than)/in excess of distributions | $ (138) | $ (23) |
Net Income Per Limited Partne_5
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, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Distribution Made To Limited Partner [Line Items] | ||||
Distributions declared | $ 645 | $ 552 | ||
Distributions in excess of income | (138) | (24) | ||
Net income attributable to the Partnership’s common unitholders (basic) | 507 | 528 | ||
General Partner SPLC | ||||
Distribution Made To Limited Partner [Line Items] | ||||
Distributions declared | 55 | 148 | ||
Distributions in excess of income | 0 | (1) | ||
Net income attributable to the Partnership’s common unitholders (basic) | 55 | 147 | ||
Limited Partners Common Units | ||||
Distribution Made To Limited Partner [Line Items] | ||||
Distributions declared | 590 | 404 | ||
Distributions in excess of income | (138) | (23) | ||
Net income attributable to the Partnership’s common unitholders (basic) | $ 508 | 452 | $ 381 | |
Dilutive effect of preferred units | 48 | 36 | ||
Net income attributable to the Partnership’s common unitholders (diluted) | $ 556 | $ 488 | ||
Weighted average units outstanding: | ||||
Weighted average units outstanding - Basic (in shares) | 393.3 | 353.5 | 229.2 | |
Dilutive effect of preferred units (in shares) | 50.8 | 38.2 | ||
Weighted average units outstanding - Diluted (in shares) | 444.1 | 391.7 | 229.2 | |
Net income per limited partner unit: | ||||
Net income per limited partner unit - basic (in dollars per share) | $ 1.29 | $ 1.28 | $ 1.66 | |
Net income per limited partner unit - diluted (in dollars per share) | $ 1.25 | $ 1.25 | $ 1.66 |
Transactions with Major Custo_2
Transactions with Major Customers and Concentration of Credit Risk (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | |||
Cash and cash equivalents in excess of FDIC limits | $ 360 | $ 320 | |
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 | 73.00% | 75.00% | 70.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Jul. 01, 2021 | Sep. 01, 2016 |
Commitments and Contingencies Disclosure [Abstract] | ||
Decrease in interest rate | 1.00% | |
Initial term of agreement | 10 years | |
Renewal terms | 1 year |
Subsequent Event(s) (Details)
Subsequent Event(s) (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 16, 2022 | Jan. 19, 2022 | Mar. 23, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 11, 2022 |
Subsequent Event [Line Items] | ||||||||||||||||||||
Distributions per Limited Partner unit (in dollars per share) | $ 0.30000 | $ 0.30000 | $ 0.30000 | $ 0.46000 | $ 0.46000 | $ 0.46000 | $ 0.46000 | $ 0.46000 | $ 0.46000 | $ 0.44500 | $ 0.43000 | $ 0.41500 | $ 0.40000 | $ 1.36 | $ 1.84 | $ 1.75 | ||||
Debt instrument term | 5 years | |||||||||||||||||||
Subsequent Event | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Borrowings repaid | $ 150 | |||||||||||||||||||
Debt instrument term | 5 years | |||||||||||||||||||
Subsequent Event | Shell Pipeline Company L P | Take Private Proposal | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Issued and outstanding affiliates per share value (in dollars per share) | $ 12.89 | |||||||||||||||||||
Subsequent Event | Cash Distribution | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Distributions per Limited Partner unit (in dollars per share) | $ 0.3 | |||||||||||||||||||
Subsequent Event | Preferred Unit Distribution | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Distributions per Limited Partner unit (in dollars per share) | $ 0.2363 |
Uncategorized Items - shlx-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2014-09 [Member] |