June 8, 2005
Mr. John D. Chandler
Chief Financial Officer
Magellan Midstream Partners, L.P.
P.O Box 22186
Tulsa, OK 74121-2186
Re: Magellan Midstream Partners, L.P.
Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 10, 2005
Form 10-Q for Fiscal Quarter Ended March 31, 2005
File No. 1-16335
Dear Mr. Chandler:
We have reviewed your Form 10-K and have the following
comments. We have limited our review of your filing to those
issues
we have addressed in our comments. Where indicated, we think you
should revise your document in response to these comments. If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2004
Business
Ammonia Pipeline System, page 12
1. We note your disclosure regarding the ability of customers to
"bank" any ammonia shipments in excess of their annual
commitments.
However, we are unable to locate disclosure that provides
investors
with information of indicative value relative to this arrangement.
Quantify and disclose the potential impact to revenues that may
occur
in the event customers were to utilize the full "bank" balance.
Please refer to Section IV.B of the Commission Guidance Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations (Release Nos. 33-8350, 34-48960, and FR-72),
and revise your disclosure accordingly.
Environmental, page 17
2. We note your disclosure that indicates you have been
cooperating
with the EPA regarding various possible environmental infractions
and
that you have accrued an amount "that is less than $22 million
associated with this matter." Please modify your disclosure to
indicate the amount of liability the company has recognized in its
reported financial information concerning this issue. Refer to
Regulation S-K, Instruction 3 to Paragraph 303(a), and FRC 501.02,
footnote 14, which require you to quantify the reasonably likely
effects of resolving uncertainties, if material.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Significant Events, page 28
3. Please explain why you have accounted for the assets you
acquired
from Shell as an acquisition of assets rather than an acquisition
of
one or more businesses. Please refer to paragraph 6 of EITF 98-3
and
provide us with an analysis supporting your conclusions.
Note 2 - Summary of Significant Accounting Policies
Buy / Sell Arrangements, page 70
4. We note your accounting policy and related disclosure on page
70.
Please expand this disclosure and provide all disclosures
identified
in our industry letter issued on February 11, 2005 that can be
located on the Commission`s website at
http://www.sec.gov/divisions/corpfin/guidance/oilgas021105.htm.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Kevin Stertzel at (202) 551- 3723 if you have
questions regarding comments on the financial statements and
related
matters. Please contact me at (202) 551- 3683 with any other
questions.
Sincerely,
Jill S. Davis
Branch Chief
??
??
??
??
Mr. John D. Chandler
Magellan Midstream Partners, L.P.
June 8, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE
MAIL STOP 04-05