Delaware | 001-36011 | 38-3899432 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit No. | Description | |
23 | — | Consent of Ernst & Young LLP, independent registered public accounting firm. |
99.1 | — | Selected Financial Data. |
99.2 | — | Management's Discussion and Analysis of Financial Condition and Results of Operations. |
99.3 | — | Audited Consolidated Financial Statements of Phillips 66 Partners LP. |
101.INS | — | XBRL Instance Document. |
101.SCH | — | XBRL Schema Document. |
101.CAL | — | XBRL Calculation Linkbase Document. |
101.LAB | — | XBRL Labels Linkbase Document. |
101.PRE | — | XBRL Presentation Linkbase Document. |
101.DEF | — | XBRL Definition Linkbase Document. |
In accordance with Rule 402 of Regulation S-T, the XBRL information in Exhibit 101 to this Form 8-K shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. |
PHILLIPS 66 PARTNERS LP | |
By: Phillips 66 Partners GP LLC, its general partner | |
/s/ C. Doug Johnson | |
C. Doug Johnson Vice President and Controller | |
May 22, 2014 |
Exhibit | |
No. | Description |
23 | Consent of Ernst & Young LLP, independent registered public accounting firm. |
99.1 | Selected Financial Data. |
99.2 | Management's Discussion and Analysis of Financial Condition and Results of Operations. |
99.3 | Audited Consolidated Financial Statements of Phillips 66 Partners LP. |
101.INS | XBRL Instance Document. |
101.SCH | XBRL Schema Document. |
101.CAL | XBRL Calculation Linkbase Document. |
101.LAB | XBRL Labels Linkbase Document. |
101.PRE | XBRL Presentation Linkbase Document. |
101.DEF | XBRL Definition Linkbase Document. |
In accordance with Rule 402 of Regulation S-T, the XBRL information in Exhibit 101 to this Form 8-K shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. |
/s/ Ernst & Young LLP |
• | The selected income statement data for the year ended December 31, 2013, consists of the consolidated results of Phillips 66 Partners for the period from July 26, 2013, through December 31, 2013, the combined results of our pre-Offering predecessor for the period from January 1, 2013, through July 25, 2013, and the combined results of the Acquired Assets for the entire year of 2013. The selected income statement data for the years ended December 31, 2012 and 2011, consists entirely of the combined results of our Predecessors. |
• | The selected balance sheet data at December 31, 2013, consists of the consolidated balances of the Partnership and the combined balances of the Acquired Assets, while the selected balance sheet data at December 31, 2012 and 2011, consists of the combined balances of our Predecessors. |
Millions of Dollars Except Per Unit Amounts | ||||||||||
2013* | 2012* | 2011* | ||||||||
Transportation and terminaling services revenue—related parties | $ | 181.9 | 141.8 | 134.6 | ||||||
Transportation and terminaling services revenue—third parties | 5.1 | 3.5 | 5.2 | |||||||
Net income | 99.7 | 61.1 | 63.2 | |||||||
Net income attributable to the Partnership | 28.9 | ** | ** | |||||||
Limited partners' interest in net income attributable to the Partnership | 28.3 | ** | ** | |||||||
Net income attributable to the Partnership per limited partner unit (basic and diluted)*** | ||||||||||
Common units | 0.40 | ** | ** | |||||||
Subordinated units | 0.40 | ** | ** | |||||||
Total assets | 721.4 | 259.9 | 239.6 | |||||||
Cash distributions declared per unit | 0.1548 | ** | ** |
• | Clifton Ridge crude system. A crude oil pipeline, terminal and storage system located in Sulphur, Louisiana, that is a primary source for delivery of crude oil to Phillips 66's Lake Charles Refinery. |
• | Sweeny to Pasadena products system. A refined petroleum product pipeline, terminal and storage system extending from Phillips 66's Sweeny Refinery in Old Ocean, Texas, to our refined petroleum product terminal in Pasadena, Texas, and ultimately connecting to the Explorer and Colonial refined petroleum product pipeline systems and other third-party pipeline and terminal systems. This system is the primary distribution outlet for diesel and gasoline produced at Phillips 66's Sweeny Refinery. |
• | Hartford Connector products system. A refined petroleum product pipeline, terminal and storage system located in Hartford, Illinois, that distributes diesel and gasoline produced at the Wood River Refinery (a refinery owned by a joint venture between Phillips 66 and Cenovus Energy Inc.) to third-party pipeline and terminal systems, including the Explorer pipeline system. |
• | Gold Line products system. A 681-mile refined petroleum product pipeline system that runs from the Phillips 66-operated refinery in Borger, Texas, to Cahokia, Illinois, with access to Phillips 66's Ponca City Refinery, as well as two parallel 54-mile lateral lines that run from Paola, Kansas, to Kansas City, Kansas. The system has a maximum throughput capacity of 132,000 barrels per day, and includes four terminals located at Wichita, Kansas; Kansas City, Kansas; Jefferson City, Missouri; and Cahokia, Illinois, with an aggregate throughput capacity of 172,000 barrels per day and aggregate storage capacity of 4.3 million barrels. |
• | Medford spheres. Two newly-constructed refinery-grade propylene storage spheres located in Medford, Oklahoma, with a total working capacity of 70,000 barrels, that commenced operations in March 2014. The Medford spheres provide an outlet for delivery of refinery-grade propylene from Phillips 66's Ponca City Refinery, through interconnections with third-party pipelines, to Mont Belvieu, Texas. |
• | Maintain safe and reliable operations. We are committed to maintaining and improving the safety, reliability and efficiency of our operations, which we believe to be key components in generating stable cash flows. We strive for operational excellence by utilizing Phillips 66's existing programs to integrate health, occupational safety, process safety and environmental principles throughout our business with a commitment to continuous improvement. We continue to employ Phillips 66's rigorous training, integrity and audit programs to drive ongoing improvements in both personal and process safety as we strive for zero incidents. |
• | Focus on fee-based businesses supported by contracts with minimum volume commitments and inflation escalators. We are focused on generating stable and predictable cash flows by providing fee-based transportation and midstream services to Phillips 66 and third parties. In connection with the Offering and the Gold Line/Medford Acquisition, we entered into multiple long-term, fee-based commercial agreements with Phillips 66 that include minimum volume commitments and inflation escalators. We believe these agreements will substantially mitigate volatility in our cash flows by reducing our direct exposure to commodity price fluctuations. |
• | Grow through strategic acquisitions. We plan to pursue strategic acquisitions of assets from Phillips 66 as well as third parties. We believe Phillips 66 will offer us opportunities to purchase additional transportation and midstream assets that it may acquire or develop in the future or that it currently owns. We also may have opportunities to pursue the acquisition or development of additional assets jointly with Phillips 66. |
• | Optimize existing assets and pursue organic growth opportunities. We will seek to enhance the profitability of our existing assets by pursuing opportunities to increase throughput and storage volumes, as well as by managing costs and improving operating efficiencies. We also intend to consider opportunities to increase revenue on our pipeline, terminal and storage systems by evaluating and capitalizing on organic expansion projects that may arise in the markets we serve. |
• | Our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or, in the case of EBITDA, financing methods. |
• | The ability of our business to generate sufficient cash to support our decision to make distributions to our unitholders. |
• | Our ability to incur and service debt and fund capital expenditures. |
• | The viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities. |
Millions of Dollars | |||||||||
Year Ended December 31 | |||||||||
2013* | 2012* | 2011* | |||||||
Revenues | |||||||||
Transportation and terminaling services—related parties | $ | 181.9 | 141.8 | 134.6 | |||||
Transportation and terminaling services—third parties | 5.1 | 3.5 | 5.2 | ||||||
Other income | 0.2 | — | — | ||||||
Total revenues | 187.2 | 145.3 | 139.8 | ||||||
Costs and Expenses | |||||||||
Operating and maintenance expenses | 51.2 | 52.4 | 49.2 | ||||||
Depreciation | 14.3 | 13.6 | 12.8 | ||||||
General and administrative expenses | 16.5 | 13.4 | 10.1 | ||||||
Taxes other than income taxes | 4.7 | 4.4 | 4.1 | ||||||
Interest and debt expense | 0.3 | — | — | ||||||
Other expenses | — | 0.1 | 0.1 | ||||||
Total costs and expenses | 87.0 | 83.9 | 76.3 | ||||||
Income before income taxes | 100.2 | 61.4 | 63.5 | ||||||
Provision for income taxes | 0.5 | 0.3 | 0.3 | ||||||
Net Income | $ | 99.7 | 61.1 | 63.2 | |||||
Less: Net income attributable to predecessors | 70.8 | ||||||||
Net income attributable to the Partnership | 28.9 | ||||||||
Less: General partner's interest in net income attributable to the Partnership | 0.6 | ||||||||
Limited partners' interest in net income attributable to the Partnership | $ | 28.3 | |||||||
EBITDA | $ | 114.8 | 75.0 | 76.3 | |||||
Distributable cash flow | $ | 30.4 |
Year Ended December 31 | |||||||||
2013* | 2012* | 2011* | |||||||
Thousands of Barrels Daily | |||||||||
Pipeline, Terminal and Storage Volumes | |||||||||
Pipelines** | |||||||||
Crude oil throughput | 272 | 242 | 237 | ||||||
Refined product throughput | 400 | 395 | 373 | ||||||
Total | 672 | 637 | 610 | ||||||
Terminals | |||||||||
Crude Oil | |||||||||
Storage volumes | 208 | 193 | 196 | ||||||
Terminaling throughput | 175 | 174 | 182 | ||||||
Refined Products | |||||||||
Terminaling throughput | 391 | 405 | 373 | ||||||
Total | 774 | 772 | 751 | ||||||
Dollars per Barrel | |||||||||
Revenue Per Barrel | |||||||||
Average pipeline revenue per barrel | $ | 0.52 | 0.45 | 0.45 | |||||
Average terminaling and storage revenue per barrel | 0.22 | 0.15 | 0.15 |
Millions of Dollars | |||||||||
Year Ended December 31 | |||||||||
2013* | 2012* | 2011* | |||||||
Reconciliation to Net Income | |||||||||
Net income | $ | 99.7 | 61.1 | 63.2 | |||||
Add: | |||||||||
Depreciation | 14.3 | 13.6 | 12.8 | ||||||
Net interest expense | 0.1 | — | — | ||||||
Amortization of deferred rentals | 0.2 | — | — | ||||||
Provision for income taxes | 0.5 | 0.3 | 0.3 | ||||||
EBITDA | 114.8 | 75.0 | 76.3 | ||||||
Less: | |||||||||
EBITDA attributable to predecessors | 82.8 | ||||||||
EBITDA attributable to the Partnership | 32.0 | ||||||||
Plus: | |||||||||
Adjustments related to minimum volume commitments | — | ||||||||
Phillips 66 prefunded projects | 0.8 | ||||||||
Other | 0.4 | ||||||||
Less: | |||||||||
Net interest paid | 0.1 | ||||||||
Income taxes paid | — | ||||||||
Maintenance capital expenditures | 2.7 | ||||||||
Distributable cash flow | $ | 30.4 |
Millions of Dollars | |||||||||
Year Ended December 31 | |||||||||
2013* | 2012* | 2011* | |||||||
Reconciliation to Net Cash Provided by Operating Activities | |||||||||
Net cash provided by operating activities | $ | 101.2 | 76.3 | 75.9 | |||||
Add: | |||||||||
Net interest expense | 0.1 | — | — | ||||||
Provision for income taxes | 0.5 | 0.3 | 0.3 | ||||||
Changes in working capital | 11.7 | (5.9 | ) | (2.4 | ) | ||||
Accrued environmental costs | 1.1 | 1.8 | 0.5 | ||||||
Other | 0.2 | 2.5 | 2.0 | ||||||
EBITDA | 114.8 | 75.0 | 76.3 | ||||||
Less: | |||||||||
EBITDA attributable to our Predecessors | 82.8 | ||||||||
EBITDA attributable to the Partnership | 32.0 | ||||||||
Plus: | |||||||||
Adjustments related to minimum volume commitments | — | ||||||||
Phillips 66 prefunded projects | 0.8 | ||||||||
Other | 0.4 | ||||||||
Less: | |||||||||
Net interest paid | 0.1 | ||||||||
Income taxes paid | — | ||||||||
Maintenance capital expenditures | 2.7 | ||||||||
Distributable cash flow | $ | 30.4 |
• | Higher terminaling and storage fees in 2013, particularly at our Clifton Ridge terminal. Effective January 1, 2013, the structure of the fees we charge Phillips 66 for terminaling services provided at our Clifton Ridge terminal was changed, replacing a cost-plus arrangement with a fixed-fee, volume-based structure. |
• | Increased pipeline tariff rates in 2013, particularly on our Clifton Ridge crude pipelines. The tariff rates in the first six months of 2013 were $0.0800, $0.0500 and $0.0100 per barrel for volumes transported on our Clifton Ridge to Lake Charles refinery pipeline, our Shell to Clifton Ridge pipeline, and our Pecan Grove to Clifton Ridge pipeline, respectively, compared with $0.0050, $0.0025 and $0 per barrel in 2012. The tariff rates for each pipeline are subject to adjustment in July of each year. As such, effective in July 2013, the tariff rates were further increased on our Clifton Ridge crude pipelines, Sweeny to Pasadena products pipelines, Hartford Connector products pipelines and Gold Line products pipelines. |
• | Higher pipeline and terminaling throughput volumes on our Gold Line products system, reflecting increased refinery output at the Borger Refinery, primarily due to the absence of major refinery turnaround activities in the fourth quarter of 2012. |
• | Higher revenues realized under loss allowance provisions in 2013, mainly due to a newly established loss allowance provision on our Sweeny to Pasadena pipelines effective in March 2013 and higher loss allowance revenues on our Clifton Ridge pipelines. |
• | Increased pipeline tariffs in 2012, particularly on our Gold Line and Sweeny to Pasadena products pipelines, which had tariff increases of more than 5 percent. |
• | Increased terminaling and storage fees in 2012, particularly at our Hartford terminal, which had higher storage and barge loading rates, as well as our Pasadena terminal, which had higher diesel and gasoline rack rates. |
• | Higher throughput volumes in 2012 on our Hartford Connector pipelines, primarily reflecting a coker and refinery expansion project at the Wood River Refinery, which increased refined petroleum product yield, including diesel transported on our Hartford Connector pipelines. |
• | Higher terminaling throughput volumes in 2012 on our Gold Line products system, primarily driven by higher utilization of our terminaling facilities by Phillips 66. |
Millions of Dollars | |||||||||
2013* | 2012* | 2011* | |||||||
Capital Expenditures Attributable to our Predecessors | $ | 32.6 | 32.6 | 14.6 | |||||
Capital Expenditures Attributable to the Partnership | |||||||||
Expansion | 1.2 | — | — | ||||||
Maintenance | 2.7 | — | — | ||||||
Total | 3.9 | — | — | ||||||
Total Capital Expenditures | $ | 36.5 | 32.6 | 14.6 |
• | Construction of two refinery-grade propylene storage spheres at Medford, Oklahoma. |
• | Returning an idled tank back to service, activating an additional bay at the truck rack, and commissioning biodiesel blending services at our Hartford terminal, thereby increasing the terminal's available capacity. |
• | The replacement of buried piping with above-ground piping and installation of enhanced measurement and monitoring equipment on our Clifton Ridge crude system. |
• | An upgrade of security equipment to comply with regulatory requirements and installation of flow control equipment at our Hartford terminal. |
• | The replacement of certain equipment on our Sweeny to Pasadena products system. |
• | Expansion of ethanol storage capacity at our Wichita terminal. |
• | Construction of two refinery-grade propylene storage spheres at Medford, Oklahoma. |
• | Installation of biodiesel tanks and associated equipment at our Hartford and Pasadena terminals. |
• | An upgrade of remote monitoring equipment at our Clifton Ridge terminal. |
• | Installation of a new tank at our Clifton Ridge terminal. |
• | Capacity expansion work at our Hartford terminal. |
• | Construction of a biodiesel tank at our Kansas City terminal to improve its biodiesel blending capacity. |
• | The replacement and upgrade of certain equipment on our Gold Line products system to improve its operational reliability and efficiency. |
• | Obtaining permit and equipment procurement associated with the construction of a new tank and associated tank dike, activation of a portion of pipeline to connect to a new connection point, activation of an additional bay at the truck rack, and an upgrade of certain pumps on our Hartford Connector products system, thereby increasing the system’s available capacity. |
• | The replacement of buried piping with above-ground piping and modifications to improve optionality to receive a wider slate of crude oil grades on our Clifton Ridge crude system. |
• | The installation of a meter prover at our Pecan Grove barge dock, thereby increasing the barge dock's available capacity. |
• | An upgrade of centralized control center monitoring equipment on our Gold Line products system, thereby improving its operational reliability and efficiency. |
• | The replacement and upgrade of certain equipment to improve operational reliability. |
Quarter Ended | Total Quarterly Cash Distribution Per Unit (Dollars) | Total Quarterly Cash Distribution (Millions of Dollars) | Date of Distribution | |||||||
September 30, 2013* | $ | 0.1548 | $ | 11.1 | November 13, 2013 | |||||
December 31, 2013 | 0.2248 | 16.2 | February 13, 2014 |
Millions of Dollars | |||||||||||||||
Payments Due by Period* | |||||||||||||||
Total | Up to 1 Year | Years 2-3 | Years 4-5 | After 5 Years | |||||||||||
Purchase obligations | $ | 13.2 | 13.2 | — | — | — | |||||||||
Other long-term liabilities: | |||||||||||||||
Asset retirement obligations | 2.4 | — | — | — | 2.4 | ||||||||||
Total | $ | 15.6 | 13.2 | — | — | 2.4 |
• | The continued ability of Phillips 66 to satisfy its obligations under our commercial and other agreements. |
• | The volume of crude oil and refined petroleum products we transport. |
• | The tariff rates with respect to volumes that we transport through our regulated assets, which rates are subject to review and possible adjustment by federal and state regulators. |
• | Changes in revenue we realize under the loss allowance provisions of our regulated tariffs resulting from changes in underlying commodity prices. |
• | Fluctuations in the prices for crude oil and refined petroleum products. |
• | Changes in global economic conditions and the effects of a global economic downturn on the business of Phillips 66 and the business of its suppliers, customers, business partners and credit lenders. |
• | Liabilities associated with the risks and operational hazards inherent in transporting, terminaling and storing crude oil and refined petroleum products. |
• | Curtailment of operations due to severe weather disruption; riots, strikes, lockouts or other industrial disturbances; or failure of information technology systems due to various causes, including unauthorized access or attack. |
• | Costs or liabilities associated with federal, state and local laws and regulations relating to environmental protection and safety, including spills, releases and pipeline integrity. |
• | Costs associated with compliance with evolving environmental laws and regulations on climate change. |
• | Costs associated with compliance with safety regulations, including pipeline integrity management program testing and related repairs. |
• | Changes in the cost or availability of third-party vessels, pipelines, rail cars and other means of delivering and transporting crude oil and refined petroleum products. |
• | Direct or indirect effects on our business resulting from actual or threatened terrorist incidents or acts of war. |
• | The factors generally described in "Item 1A. Risk Factors" in our 2013 Annual Report on Form 10-K filed with the SEC on February 21, 2014. |
Consolidated Statement of Income | Phillips 66 Partners LP |
Millions of Dollars | |||||||||
Years Ended December 31 | 2013* | 2012* | 2011* | ||||||
Revenues | |||||||||
Transportation and terminaling services—related parties | $ | 181.9 | 141.8 | 134.6 | |||||
Transportation and terminaling services—third parties | 5.1 | 3.5 | 5.2 | ||||||
Other income | 0.2 | — | — | ||||||
Total revenues | 187.2 | 145.3 | 139.8 | ||||||
Costs and Expenses | |||||||||
Operating and maintenance expenses | 51.2 | 52.4 | 49.2 | ||||||
Depreciation | 14.3 | 13.6 | 12.8 | ||||||
General and administrative expenses | 16.5 | 13.4 | 10.1 | ||||||
Taxes other than income taxes | 4.7 | 4.4 | 4.1 | ||||||
Interest and debt expense | 0.3 | — | — | ||||||
Other expenses | — | 0.1 | 0.1 | ||||||
Total costs and expenses | 87.0 | 83.9 | 76.3 | ||||||
Income before income taxes | 100.2 | 61.4 | 63.5 | ||||||
Provision for income taxes | 0.5 | 0.3 | 0.3 | ||||||
Net Income | $ | 99.7 | 61.1 | 63.2 | |||||
Less: Net income attributable to predecessors | 70.8 | ||||||||
Net income attributable to the Partnership | 28.9 | ||||||||
Less: General partner's interest in net income attributable to the Partnership | 0.6 | ||||||||
Limited partners' interest in net income attributable to the Partnership | $ | 28.3 | |||||||
Net Income Attributable to the Partnership Per Limited Partner Unit—Basic and Diluted (dollars) | |||||||||
Common units | $ | 0.40 | |||||||
Subordinated units—Phillips 66 | 0.40 | ||||||||
Cash Distribution Paid Per Unit (dollars) | $ | 0.1548 | |||||||
Average Limited Partner Units Outstanding—Basic and Diluted (thousands) | |||||||||
Common units—public | 18,889 | ||||||||
Common units—Phillips 66 | 16,328 | ||||||||
Subordinated units—Phillips 66 | 35,217 |
Consolidated Balance Sheet | Phillips 66 Partners LP |
Millions of Dollars | ||||||
At December 31 | 2013* | 2012* | ||||
Assets | ||||||
Cash and cash equivalents | $ | 425.1 | — | |||
Accounts receivable—related parties | 11.3 | 0.3 | ||||
Accounts receivable—third parties | 0.6 | 0.5 | ||||
Materials and supplies | 2.0 | 1.7 | ||||
Other current assets | 2.3 | — | ||||
Total Current Assets | 441.3 | 2.5 | ||||
Net properties, plants and equipment | 271.2 | 248.8 | ||||
Goodwill | 2.5 | 2.5 | ||||
Deferred rentals—related parties | 6.4 | 6.1 | ||||
Total Assets | $ | 721.4 | 259.9 | |||
Liabilities | ||||||
Accounts payable—related parties | $ | 5.2 | — | |||
Accounts payable—third parties | 8.0 | 4.0 | ||||
Payroll and benefits payable | 0.1 | 0.3 | ||||
Accrued property and other taxes | 2.3 | 1.9 | ||||
Current portion of accrued environmental costs | 2.0 | 8.0 | ||||
Other current liabilities | 0.4 | 0.1 | ||||
Total Current Liabilities | 18.0 | 14.3 | ||||
Asset retirement obligations | 2.4 | 2.0 | ||||
Accrued environmental costs | 1.4 | 2.5 | ||||
Deferred income taxes | 0.1 | — | ||||
Total Liabilities | 21.9 | 18.8 | ||||
Equity | ||||||
Net investment—predecessors | 125.4 | 241.1 | ||||
Common unitholders—public (18,888,750 units issued and outstanding) | 409.1 | — | ||||
Common unitholder—Phillips 66 (16,328,362 units issued and outstanding) | 48.6 | — | ||||
Subordinated unitholder—Phillips 66 (35,217,112 units issued and outstanding) | 104.9 | — | ||||
General partner—Phillips 66 (1,437,433 units issued and outstanding) | 11.5 | — | ||||
Total Equity | 699.5 | 241.1 | ||||
Total Liabilities and Equity | $ | 721.4 | 259.9 |
Consolidated Statement of Cash Flows | Phillips 66 Partners LP |
Millions of Dollars | |||||||||
Years Ended December 31 | 2013* | 2012* | 2011* | ||||||
Cash Flows From Operating Activities | |||||||||
Net income | $ | 99.7 | 61.1 | 63.2 | |||||
Adjustments to reconcile net income to net cash provided by operating activities | |||||||||
Depreciation | 14.3 | 13.6 | 12.8 | ||||||
Deferred rentals—related parties | (0.3 | ) | (1.6 | ) | (1.8 | ) | |||
Accrued environmental costs | (1.1 | ) | (1.8 | ) | (0.5 | ) | |||
Other | 0.3 | (0.9 | ) | (0.2 | ) | ||||
Working capital adjustments | |||||||||
Decrease (increase) in accounts receivable | (11.0 | ) | 0.2 | (0.3 | ) | ||||
Decrease (increase) in materials and supplies | (0.3 | ) | — | — | |||||
Decrease (increase) in other current assets | (2.2 | ) | — | — | |||||
Increase (decrease) in accounts payable | 7.3 | (0.8 | ) | 1.8 | |||||
Increase (decrease) in environmental accruals | (6.0 | ) | 6.4 | 1.0 | |||||
Increase (decrease) in other accruals | 0.5 | 0.1 | (0.1 | ) | |||||
Net Cash Provided by Operating Activities | 101.2 | 76.3 | 75.9 | ||||||
Cash Flows From Investing Activities | |||||||||
Capital expenditures | (36.5 | ) | (32.6 | ) | (14.6 | ) | |||
Other | 1.9 | 0.3 | 0.9 | ||||||
Net Cash Used in Investing Activities | (34.6 | ) | (32.3 | ) | (13.7 | ) | |||
Cash Flows From Financing Activities | |||||||||
Net distributions to Phillips 66 from predecessors | (37.7 | ) | (44.0 | ) | (62.2 | ) | |||
Project prefunding from Phillips 66 | 3.0 | — | — | ||||||
Proceeds from issuance of common units | 434.4 | — | — | ||||||
Offering costs | (30.0 | ) | — | — | |||||
Debt issuance costs | (0.1 | ) | — | — | |||||
Distributions to common unitholders—public | (2.9 | ) | — | — | |||||
Distributions to common unitholder—Phillips 66 | (2.5 | ) | — | — | |||||
Distributions to subordinated unitholder—Phillips 66 | (5.5 | ) | — | — | |||||
Distributions to general partner—Phillips 66 | (0.2 | ) | — | — | |||||
Net Cash Provided by (Used in) Financing Activities | 358.5 | (44.0 | ) | (62.2 | ) | ||||
Net Change in Cash and Cash Equivalents | 425.1 | — | — | ||||||
Cash and cash equivalents at beginning of period | — | — | — | ||||||
Cash and Cash Equivalents at End of Period | $ | 425.1 | — | — |
Consolidated Statement of Changes in Equity | Phillips 66 Partners LP |
Millions of Dollars | |||||||||||||
Partnership | |||||||||||||
Common Unitholders Public | Common Unitholder Phillips 66 | Subordinated Unitholder Phillips 66 | General Partner Phillips 66 | Net Investment* | Total* | ||||||||
December 31, 2010 | $ | — | — | — | — | 223.0 | 223.0 | ||||||
Net income | — | — | — | — | 63.2 | 63.2 | |||||||
Net distributions to Phillips 66 | — | — | — | — | (62.2 | ) | (62.2 | ) | |||||
December 31, 2011 | $ | — | — | — | — | 224.0 | 224.0 | ||||||
Net income | — | — | — | — | 61.1 | 61.1 | |||||||
Net distributions to Phillips 66 | — | — | — | — | (44.0 | ) | (44.0 | ) | |||||
December 31, 2012 | $ | — | — | — | — | 241.1 | 241.1 | ||||||
Net income attributable to predecessors | — | — | — | — | 70.8 | 70.8 | |||||||
Net distributions to Phillips 66 from predecessors | — | — | — | — | (37.7 | ) | (37.7 | ) | |||||
Project prefunding from Phillips 66 | — | — | — | — | 3.0 | 3.0 | |||||||
Allocation of net investment to unitholders | — | 44.6 | 96.1 | 11.1 | (151.8 | ) | — | ||||||
Proceeds from initial public offering, net of offering costs | 404.4 | — | — | — | — | 404.4 | |||||||
Net income attributable to the Partnership | 7.6 | 6.5 | 14.2 | 0.6 | — | 28.9 | |||||||
Cash distributions to unitholders and general partner | (2.9 | ) | (2.5 | ) | (5.5 | ) | (0.2 | ) | — | (11.1 | ) | ||
Other | — | — | 0.1 | — | — | 0.1 | |||||||
December 31, 2013 | $ | 409.1 | 48.6 | 104.9 | 11.5 | 125.4 | 699.5 |
Notes to Consolidated Financial Statements | Phillips 66 Partners LP |
• | Clifton Ridge crude system. A crude oil pipeline, terminal and storage system located in Sulphur, Louisiana, that is a primary source for delivery of crude oil to Phillips 66's Lake Charles Refinery. |
• | Sweeny to Pasadena products system. A refined petroleum product pipeline, terminal and storage system extending from Phillips 66's Sweeny Refinery in Old Ocean, Texas, to our refined petroleum product terminal in Pasadena, Texas, and ultimately connecting to the Explorer and Colonial refined petroleum product pipeline systems and other third-party pipeline and terminal systems. This system is the primary distribution outlet for diesel and gasoline produced at Phillips 66's Sweeny Refinery. |
• | Hartford Connector products system. A refined petroleum product pipeline, terminal and storage system located in Hartford, Illinois, that distributes diesel and gasoline produced at the Wood River Refinery (a refinery owned by a joint venture between Phillips 66 and Cenovus Energy Inc.) to third-party pipeline and terminal systems, including the Explorer pipeline system. |
• | Gold Line products system. A 681-mile refined petroleum product pipeline system that runs from the Phillips 66-operated refinery in Borger, Texas, to Cahokia, Illinois, with access to Phillips 66's Ponca City Refinery, as well as two parallel 54-mile lateral lines that run from Paola, Kansas, to Kansas City, Kansas. The system has a maximum throughput capacity of 132,000 barrels per day, and includes four terminals located at Wichita, Kansas; Kansas City, Kansas; Jefferson City, Missouri; and Cahokia, Illinois, with an aggregate throughput capacity of 172,000 barrels per day and aggregate storage capacity of 4.3 million barrels. |
• | Medford spheres. Two newly-constructed refinery-grade propylene storage spheres located in Medford, Oklahoma, with a total working capacity of 70,000 barrels, that commenced operations in March 2014. The Medford spheres provide an outlet for delivery of refinery-grade propylene from Phillips 66's Ponca City Refinery, through interconnections with third-party pipelines, to Mont Belvieu, Texas. |
• | Our consolidated statements of income and cash flows for the year ended December 31, 2013, consist of the consolidated results of the Partnership for the period from July 26, 2013, through December 31, 2013, the combined results of our pre-Offering predecessor for the period from January 1, 2013, through July 25, 2013, and the combined results of the Acquired Assets for the entire year of 2013. Our consolidated statements of income and cash flows for the years ended December 31, 2012 and 2011, consist entirely of the combined results of our Predecessors. |
• | Our consolidated balance sheet at December 31, 2013, consists of the consolidated balances of the Partnership and the combined balances of the Acquired Assets, while at December 31, 2012, it consists of the combined balances of our Predecessors. |
• | Our consolidated statement of changes in equity for the year ended December 31, 2013, consists of the consolidated activity of the Partnership completed at and subsequent to the Offering on July 26, 2013, through December 31, 2013, the combined activity of our pre-Offering predecessor for the period from January 1, 2013, through July 25, 2013, and the combined activity of the Acquired Assets for the entire year of 2013. Our consolidated statement of changes in equity for the years ended December 31, 2012 and 2011, consists entirely of the combined activity of our Predecessors. |
• | Consolidation Principles and Investments—Our consolidated financial statements include the accounts of majority-owned subsidiaries. All intercompany transactions and accounts have been eliminated. |
• | Net Investment—In the consolidated balance sheet, net investment represents Phillips 66's historical investment in us, our accumulated net earnings after taxes, and the net effect of transactions with, and allocations from, Phillips 66. |
• | Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and the disclosures of contingent assets and liabilities. Actual results could differ from these estimates. |
• | Revenue Recognition—Revenue is recognized for crude oil and refined petroleum product pipeline transportation based on the delivery of actual volumes transported at contractual tariff rates. Revenue is recognized for crude oil and refined petroleum product terminaling and storage as performed based on contractual rates related to throughput volumes or cost-plus-margin arrangements. Substantially all of our revenue was derived from Phillips 66, and the contractual rates do not necessarily reflect market rates for the historical periods presented prior to the Offering or the Gold Line/Medford Acquisition in respect of the Acquired Assets. |
• | Cash Equivalents—Cash equivalents are highly liquid, short-term investments that are readily convertible to known amounts of cash and have original maturities of 90 days or less from their date of purchase. They are carried at cost plus accrued interest, which approximates fair value. |
• | Imbalances—We do not purchase or produce crude oil or refined petroleum product inventories. We experience imbalances as a result of variances in meter readings and in other measurement methods, and volume fluctuations within our crude oil system due to pressure and temperature changes. Certain of our transportation |
• | Fair Value Measurements—We measure assets and liabilities requiring fair value presentation 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: |
• | Accounts Receivable—Prior to the Offering or the Gold Line/Medford Acquisition in respect of the Acquired Assets, our receivables primarily consisted of third-party customer accounts receivable that were recorded at the invoiced amounts and did not bear interest. Intercompany receivables with Phillips 66 were included in "Net investment—predecessors" on the consolidated balance sheet. See Note 1—Business and Basis of Presentation, for a discussion of Phillips 66's centralized cash management system. Subsequent to the Offering or the Gold Line/Medford Acquisition in respect of the Acquired Assets, our receivables primarily consist of accounts receivable from related parties that are recorded at the invoiced amounts and do not bear interest. Account balances for these receivables are charged directly to bad debt expense when it becomes probable the receivable will not be collected. |
• | Properties, Plants and Equipment (PP&E)—PP&E are stated at cost. Costs of maintenance and repairs, which are not significant improvements, are expensed when incurred. Depreciation of PP&E is determined by either the individual-unit-straight-line method or the group-straight-line method (for those individual units that are highly integrated with other units). |
• | Major Maintenance Activities—Costs for planned integrity management projects are expensed in the period incurred. These types of costs include pipe and tank inspection services, contractor repair services, materials and supplies, equipment rentals and our labor costs. |
• | Impairment of Long-Lived Assets—PP&E used in operations are assessed for impairment whenever changes in facts and circumstances indicate a possible significant deterioration in the future cash flows expected to be generated by an asset group. If, upon review, the sum of the undiscounted pretax cash flows is less than the carrying value of the asset group, then the carrying value is written down to estimated fair value through additional depreciation provisions and reported as impairments in the periods in which the determination of the impairment is made. Individual assets are grouped for impairment purposes at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets—generally at the |
• | Goodwill—Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in the acquisition of a business. Goodwill is not amortized, but rather is tested for impairment annually and when events or changes in circumstances indicate that the fair value of the reporting unit with goodwill has been reduced below carrying value. The fair value of the reporting unit is compared to the book value of the reporting unit. If the fair value is less than book value, including goodwill, then the recorded goodwill is written down to its implied fair value with a charge to earnings. We have determined we have one reporting unit for testing goodwill for impairment. |
• | Asset Retirement Obligations and Environmental Costs—Fair values of legal obligations to retire and remove long-lived assets are recorded in the period in which the obligation is incurred. When the liability is initially recorded, we capitalize this cost by increasing the carrying amount of the related PP&E. Over time, the liability is increased for the change in its present value, and the capitalized cost in PP&E is depreciated over the useful life of the related asset or group of assets. |
• | Employee Benefit Plans—The employees supporting our operations are employees of Phillips 66 and its affiliates. Phillips 66 sponsors various employee pension and postretirement health insurance plans. For purposes of these consolidated financial statements, we are accounting for our participation in these benefit plans as multiemployer plans. We recognize as expense in each period an allocation from Phillips 66 for our share of payroll costs and employee benefit plan costs, and we do not recognize any employee benefit plan assets or liabilities. While we are accounting for our participation as multiemployer plans for the purposes of presenting these consolidated financial statements, those benefit plans are not technically multiemployer plans. Therefore, we have not included the disclosures required for multiemployer plans. |
• | Income Taxes—We follow the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. Our taxable income was included in the consolidated U.S. federal income tax returns of Phillips 66 and in a number of consolidated state income tax returns. Subsequent to the Offering and the Gold Line/Medford Acquisition in respect of the Acquired Assets, our operations are treated as a partnership for federal and state income tax purposes, with each partner being separately taxed on its share of the taxable income. Therefore, we have excluded income taxes from these consolidated financial statements, except for the income tax provision resulting from state laws that apply to entities organized as partnerships. With regard to Texas, our tax provision is computed as if we were a stand-alone tax paying entity. Interest related to unrecognized tax benefits is included in interest and debt expense, and penalties are included in operating and maintenance expenses. |
• | Comprehensive Income—We have not reported comprehensive income due to the absence of items of other comprehensive income in the periods presented. |
• | Unit-Based Compensation—The fair value of phantom unit awards granted to non-employee directors is based on the fair market value of Phillips 66 Partners LP common units on the date of grant. Our unit-based compensation expenses are recognized at the time of grant for phantom units since they vest immediately and are not forfeitable. |
• | 16,328,362 common units and 35,217,112 subordinated units, representing an aggregate 71.7 percent limited partner interest. |
• | All of the incentive distribution rights. |
• | 1,437,433 general partner units, representing a 2.0 percent general partner interest. |
• | 19,858,957 common units and 35,217,112 subordinated units, representing an aggregate 73.0 percent limited partner interest. |
• | All of the incentive distribution rights. |
• | 1,509,486 general partner units, representing a 2.0 percent general partner interest. |
Millions of Dollars | |||||||||
Year Ended December 31, 2013 | |||||||||
Consolidated Statement of Income | Phillips 66 Partners LP (As Previously Reported) | Acquired Assets Predecessor | Phillips 66 Partners LP (As Currently Reported) | ||||||
Revenues | |||||||||
Transportation and terminaling services—related parties | $ | 106.4 | 75.5 | 181.9 | |||||
Transportation and terminaling services—third parties | 0.2 | 4.9 | 5.1 | ||||||
Other income | 0.2 | — | 0.2 | ||||||
Total revenues | 106.8 | 80.4 | 187.2 | ||||||
Costs and Expenses | |||||||||
Operating and maintenance expenses | 27.4 | 23.8 | 51.2 | ||||||
Depreciation | 6.2 | 8.1 | 14.3 | ||||||
General and administrative expenses | 10.0 | 6.5 | 16.5 | ||||||
Taxes other than income taxes | 1.7 | 3.0 | 4.7 | ||||||
Interest and debt expense | 0.3 | — | 0.3 | ||||||
Total costs and expenses | 45.6 | 41.4 | 87.0 | ||||||
Income before income taxes | 61.2 | 39.0 | 100.2 | ||||||
Provision for income taxes | 0.5 | — | 0.5 | ||||||
Net Income | 60.7 | 39.0 | 99.7 | ||||||
Less: Net income attributable to predecessors | 31.8 | 39.0 | 70.8 | ||||||
Net Income Attributable to the Partnership | $ | 28.9 | — | 28.9 |
Millions of Dollars | |||||||||
Year Ended December 31, 2012 | |||||||||
Consolidated Statement of Income | Phillips 66 Partners LP (As Previously Reported) | Acquired Assets Predecessor | Phillips 66 Partners LP (As Currently Reported) | ||||||
Revenues | |||||||||
Transportation and terminaling services—related parties | $ | 79.7 | 62.1 | 141.8 | |||||
Transportation and terminaling services—third parties | 0.4 | 3.1 | 3.5 | ||||||
Total revenues | 80.1 | 65.2 | 145.3 | ||||||
Costs and Expenses | |||||||||
Operating and maintenance expenses | 22.9 | 29.5 | 52.4 | ||||||
Depreciation | 6.6 | 7.0 | 13.6 | ||||||
General and administrative expenses | 7.8 | 5.6 | 13.4 | ||||||
Taxes other than income taxes | 1.4 | 3.0 | 4.4 | ||||||
Other expenses | — | 0.1 | 0.1 | ||||||
Total costs and expenses | 38.7 | 45.2 | 83.9 | ||||||
Income before income taxes | 41.4 | 20.0 | 61.4 | ||||||
Provision for income taxes | 0.3 | — | 0.3 | ||||||
Net Income | 41.1 | 20.0 | 61.1 | ||||||
Less: Net income attributable to predecessors | 41.1 | 20.0 | 61.1 | ||||||
Net Income Attributable to the Partnership | $ | — | — | — |
Millions of Dollars | |||||||||
Year Ended December 31, 2011 | |||||||||
Consolidated Statement of Income | Phillips 66 Partners LP (As Previously Reported) | Acquired Assets Predecessor | Phillips 66 Partners LP (As Currently Reported) | ||||||
Revenues | |||||||||
Transportation and terminaling services—related parties | $ | 75.6 | 59.0 | 134.6 | |||||
Transportation and terminaling services—third parties | 0.4 | 4.8 | 5.2 | ||||||
Total revenues | 76.0 | 63.8 | 139.8 | ||||||
Costs and Expenses | |||||||||
Operating and maintenance expenses | 24.5 | 24.7 | 49.2 | ||||||
Depreciation | 5.8 | 7.0 | 12.8 | ||||||
General and administrative expenses | 5.6 | 4.5 | 10.1 | ||||||
Taxes other than income taxes | 1.3 | 2.8 | 4.1 | ||||||
Other expenses | — | 0.1 | 0.1 | ||||||
Total costs and expenses | 37.2 | 39.1 | 76.3 | ||||||
Income before income taxes | 38.8 | 24.7 | 63.5 | ||||||
Provision for income taxes | 0.3 | — | 0.3 | ||||||
Net Income | 38.5 | 24.7 | 63.2 | ||||||
Less: Net income attributable to predecessors | 38.5 | 24.7 | 63.2 | ||||||
Net Income Attributable to the Partnership | $ | — | — | — |
Millions of Dollars | |||||||||
As of December 31, 2013 | |||||||||
Consolidated Balance Sheet | Phillips 66 Partners LP (As Previously Reported) | Acquired Assets Predecessor | Phillips 66 Partners LP (As Currently Reported) | ||||||
Assets | |||||||||
Cash and cash equivalents | $ | 425.1 | — | 425.1 | |||||
Accounts receivable—related parties | 11.3 | — | 11.3 | ||||||
Accounts receivable—third parties | 0.1 | 0.5 | 0.6 | ||||||
Materials and supplies | 0.6 | 1.4 | 2.0 | ||||||
Other current assets | 2.3 | — | 2.3 | ||||||
Total Current Assets | 439.4 | 1.9 | 441.3 | ||||||
Net properties, plants and equipment | 135.9 | 135.3 | 271.2 | ||||||
Goodwill | 2.5 | — | 2.5 | ||||||
Deferred rentals—related parties | 6.4 | — | 6.4 | ||||||
Total Assets | $ | 584.2 | 137.2 | 721.4 | |||||
Liabilities | |||||||||
Accounts payable—related parties | $ | 5.2 | — | 5.2 | |||||
Accounts payable—third parties | 3.0 | 5.0 | 8.0 | ||||||
Payroll and benefits payable | — | 0.1 | 0.1 | ||||||
Accrued property and other taxes | 1.0 | 1.3 | 2.3 | ||||||
Current portion of accrued environmental costs | — | 2.0 | 2.0 | ||||||
Other current liabilities | 0.4 | — | 0.4 | ||||||
Total Current Liabilities | 9.6 | 8.4 | 18.0 | ||||||
Asset retirement obligations | 0.4 | 2.0 | 2.4 | ||||||
Accrued environmental costs | — | 1.4 | 1.4 | ||||||
Deferred income taxes | 0.1 | — | 0.1 | ||||||
Total Liabilities | 10.1 | 11.8 | 21.9 | ||||||
Equity | |||||||||
Net investment—predecessors | — | 125.4 | 125.4 | ||||||
Common unitholders—public | 409.1 | — | 409.1 | ||||||
Common unitholder—Phillips 66 | 48.6 | — | 48.6 | ||||||
Subordinated unitholder—Phillips 66 | 104.9 | — | 104.9 | ||||||
General partner—Phillips 66 | 11.5 | — | 11.5 | ||||||
Total Equity | 574.1 | 125.4 | 699.5 | ||||||
Total Liabilities and Equity | $ | 584.2 | 137.2 | 721.4 |
Millions of Dollars | |||||||||
As of December 31, 2012 | |||||||||
Consolidated Balance Sheet | Phillips 66 Partners LP (As Previously Reported) | Acquired Assets Predecessor | Phillips 66 Partners LP (As Currently Reported) | ||||||
Assets | |||||||||
Cash and cash equivalents | $ | — | — | — | |||||
Accounts receivable—related parties | — | 0.3 | 0.3 | ||||||
Accounts receivable—third parties | 0.2 | 0.3 | 0.5 | ||||||
Materials and supplies | 0.3 | 1.4 | 1.7 | ||||||
Total Current Assets | 0.5 | 2.0 | 2.5 | ||||||
Net properties, plants and equipment | 135.8 | 113.0 | 248.8 | ||||||
Goodwill | 2.5 | — | 2.5 | ||||||
Deferred rentals—related parties | 6.1 | — | 6.1 | ||||||
Total Assets | $ | 144.9 | 115.0 | 259.9 | |||||
Liabilities | |||||||||
Accounts payable—third parties | $ | 1.4 | 2.6 | 4.0 | |||||
Payroll and benefits payable | 0.2 | 0.1 | 0.3 | ||||||
Accrued property and other taxes | 0.6 | 1.3 | 1.9 | ||||||
Current portion of accrued environmental costs | 0.1 | 7.9 | 8.0 | ||||||
Other current liabilities | 0.1 | — | 0.1 | ||||||
Total Current Liabilities | 2.4 | 11.9 | 14.3 | ||||||
Asset retirement obligations | 0.3 | 1.7 | 2.0 | ||||||
Accrued environmental costs | 0.2 | 2.3 | 2.5 | ||||||
Total Liabilities | 2.9 | 15.9 | 18.8 | ||||||
Net Investment | |||||||||
Net investment—predecessors | 142.0 | 99.1 | 241.1 | ||||||
Total Liabilities and Net Investment | $ | 144.9 | 115.0 | 259.9 |
Estimated Useful Lives | Millions of Dollars | |||||||
2013* | 2012* | |||||||
Cost: | ||||||||
Land | N/A | $ | 5.0 | 5.0 | ||||
Buildings and improvements | 3 to 30 years | 15.6 | 14.1 | |||||
Pipelines and related assets | 10 to 45 years | 150.7 | 149.3 | |||||
Terminals and related assets | 25 to 45 years | 286.5 | 276.4 | |||||
Construction-in-progress | N/A | 43.0 | 19.8 | |||||
Gross PP&E | 500.8 | 464.6 | ||||||
Less: accumulated depreciation | (229.6 | ) | (215.8 | ) | ||||
Net PP&E | $ | 271.2 | 248.8 |
Millions of Dollars | ||||||
2013* | 2012* | |||||
Asset retirement obligations | $ | 2.4 | 2.0 | |||
Accrued environmental costs | 3.4 | 10.5 | ||||
Total asset retirement obligations and accrued environmental costs | 5.8 | 12.5 | ||||
Asset retirement obligations and accrued environmental costs due within one year | (2.0 | ) | (8.0 | ) | ||
Long-term asset retirement obligations and accrued environmental costs | $ | 3.8 | 4.5 |
Millions of Dollars | ||||||
2013* | 2012* | |||||
Balance at January 1 | $ | 2.0 | 2.6 | |||
Accretion of discount | — | 0.1 | ||||
Changes in estimates of existing obligations | 0.4 | (0.7 | ) | |||
Balance at December 31 | $ | 2.4 | 2.0 |
Millions of Dollars | |||
2013 | |||
Net income attributable to the Partnership | $ | 28.9 | |
Less: General partner's distributions declared | 0.5 | ||
Limited partners' distributions declared on common units | 13.4 | ||
Limited partner's distributions declared on subordinated units | 13.4 | ||
Distributions less than net income attributable to the Partnership | $ | 1.6 |
2013 | ||||||||||
General Partner | Limited Partners' Common Units | Limited Partner's Subordinated Units | Total | |||||||
Net income attributable to the Partnership (millions): | ||||||||||
Distributions declared | $ | 0.5 | 13.4 | 13.4 | 27.3 | |||||
Distributions less than net income attributable to the Partnership | 0.1 | 0.7 | 0.8 | 1.6 | ||||||
Net income attributable to the Partnership | $ | 0.6 | 14.1 | 14.2 | 28.9 | |||||
Weighted average units outstanding: | ||||||||||
Basic | 1,437,433 | 35,217,112 | 35,217,112 | 71,871,657 | ||||||
Diluted | 1,437,433 | 35,217,112 | 35,217,112 | 71,871,657 | ||||||
Net income per limited partner unit (dollars): | ||||||||||
Basic | $ | 0.40 | 0.40 | |||||||
Diluted | 0.40 | 0.40 |
Millions of Dollars | |||
2014 | $ | 95.5 | |
2015 | 95.5 | ||
2016 | 95.7 | ||
2017 | 95.5 | ||
2018 | 76.8 | ||
2019 and thereafter | 350.4 | ||
Total | $ | 809.4 |
Millions of Dollars | |||||||||
2013 | 2012 | 2011 | |||||||
Current | $ | 0.4 | 0.3 | 0.3 | |||||
Deferred | 0.1 | — | — | ||||||
Total | $ | 0.5 | 0.3 | 0.3 |
Millions of Dollars | |||||||||
2013 | 2012 | 2011 | |||||||
Cash Payments | |||||||||
Interest and debt expense | $ | 0.3 | — | — | |||||
Income taxes* | — | — | — |
• | A 10-year transportation services agreement under which we charge Phillips 66 for transporting crude oil on our Clifton Ridge to Lake Charles refinery pipeline, our Pecan Grove to Clifton Ridge pipeline and our Shell to Clifton Ridge pipeline. |
• | A 10-year transportation services agreement under which we charge Phillips 66 for transporting diesel, gasoline and other refined petroleum products on our two 60-mile Sweeny to Pasadena pipelines. |
• | A 23-year throughput and deficiency agreement under which we charge Phillips 66 for transporting gasoline, diesel, jet fuel and other refined petroleum products on our Wood River to Hartford pipeline and our Hartford to Explorer pipeline. |
• | A 10-year transportation services agreement, effective March 1, 2014, under which we charge Phillips 66 for transporting refined petroleum products along four routes on the Gold Line products system. |
• | A 5-year terminal services agreement under which we charge Phillips 66 for offloading ships and barges at our Clifton Ridge ship dock and Pecan Grove barge dock and for unloading trucks and storing crude oil at our Clifton Ridge terminal. |
• | A 5-year terminal services agreement under which we charge Phillips 66 for providing terminaling services at our Pasadena and Hartford terminals and at our Hartford barge dock. |
• | A 5-year terminal services agreement, effective March 1, 2014, under which we charge Phillips 66 for receiving refined petroleum products, handling and storing such refined petroleum products, and delivering such refined petroleum products into pipelines and transport trucks at our terminals located in Wichita, Kansas; Kansas City, Kansas; Paola, Kansas; Jefferson City, Missouri; and Cahokia, Illinois. |
• | A storage services agreement (storage on the Gold Line products system). Pursuant to this agreement, we charge fees to Phillips 66 for storing certain identified petroleum products in storage tanks located in Wichita, Kansas; Kansas City, Kansas; and Cahokia, Illinois. The fees payable by Phillips 66 to us are subject to adjustment each year beginning on January 1, 2015, based on the Producer Price Index (PPI) for finished goods. This agreement has a primary term of 5 years and automatically extends for up to two additional 5-year periods, unless terminated by either party. |
• | A storage services agreement (storage at the Medford spheres). Pursuant to this agreement, we charge fees to Phillips 66 for receiving and storing natural gas liquids (NGL) and refinery-grade propylene in the Medford spheres. The fees payable by Phillips 66 to us are subject to adjustment each year beginning January 1, 2015, based on the PPI for finished goods. This agreement has a primary term of 10 years and automatically extends for up to two additional 5-year periods unless terminated by either party. |
• | An origination services agreement. Pursuant to this agreement, Phillips 66 charges fees to us for the provision of certain operational services by Phillips 66 to us in connection with the origination of petroleum products movements on the Gold Line products system. The monthly fee payable by us to Phillips 66 is $110,000 and is subject to adjustment each year beginning in 2016 based on the PPI for finished goods. This agreement has a primary term of 10 years and automatically extends for successive 5-year renewal terms, unless terminated by either party. |
Millions of Dollars | |||||||||
2013* | 2012* | 2011* | |||||||
General and administrative expenses | $ | 16.4 | 13.4 | 10.1 | |||||
Operating and maintenance expenses | 24.2 | 22.4 | 20.2 | ||||||
Total | $ | 40.6 | 35.8 | 30.3 |
Millions of Dollars | Per Common Unit | |||||||||||||
Total Revenues | Income Before Income Taxes | Net Income | Net Income Attributable to the Partnership | Limited Partners' Interest in Net Income Attributable to the Partnership | Net Income Attributable to the Partnership | |||||||||
Basic and Diluted | ||||||||||||||
2013* | ||||||||||||||
First | $ | 42.3 | 23.0 | 22.9 | ** | ** | ** | |||||||
Second | 45.3 | 24.1 | 24.0 | ** | ** | ** | ||||||||
Third | 50.5 | 27.8 | 27.6 | 11.9 | 11.7 | 0.17 | ||||||||
Fourth | 49.1 | 25.3 | 25.2 | 17.0 | 16.6 | 0.24 | ||||||||
2012* | ||||||||||||||
First | $ | 37.2 | 17.6 | 17.5 | ** | ** | ** | |||||||
Second | 35.3 | 10.6 | 10.5 | ** | ** | ** | ||||||||
Third | 36.9 | 18.5 | 18.4 | ** | ** | ** | ||||||||
Fourth | 35.9 | 14.7 | 14.7 | ** | ** | ** |
Initial Public Offering (Narrative) (Details) (USD $)
In Millions, except Share data, unless otherwise specified |
1 Months Ended | 1 Months Ended | 1 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2013
|
Jul. 24, 2013
|
Dec. 31, 2012
|
Jul. 27, 2013
Phillips 66 [Member]
|
Jul. 24, 2013
Phillips 66 [Member]
|
Jul. 27, 2013
Phillips 66 [Member]
|
Jul. 27, 2013
Common Units [Member]
|
Jul. 24, 2013
Common Units [Member]
Phillips 66 [Member]
|
Jul. 24, 2013
Subordinated Units [Member]
Phillips 66 [Member]
|
Mar. 31, 2014
Subsequent Event [Member]
Phillips 66 [Member]
|
Mar. 31, 2014
Subsequent Event [Member]
Phillips 66 [Member]
|
Mar. 31, 2014
Subsequent Event [Member]
Gold Line Products System and Medford Spheres [Member]
Phillips 66 [Member]
|
||||
Initial Public Offering and Summary of Partnership Ownership | |||||||||||||||
Initial public offering of common units (including over-allotment option), number of units | 18,888,750 | ||||||||||||||
Initial public offering price per unit | $ 23.00 | ||||||||||||||
Common unit over-allotment option fully exercised by the underwriters, number of units | 2,463,750 | ||||||||||||||
Number of common units Phillips 66 received in exchange for the Contributed Assets, units | 16,328,362 | 35,217,112 | |||||||||||||
Phillips 66's limited partner ownership interest, percentage | 71.70% | 73.00% | |||||||||||||
Number of general partner units Phillips 66 received in exchange for the Contributed Assets, units | 1,437,433 | [1] | 1,437,433 | ||||||||||||
Phillips 66's general partner ownership interest, percentage | 2.00% | 2.00% | |||||||||||||
Net proceeds from sale of common units to the public | $ 404.4 | ||||||||||||||
Underwriting discounts and commissions, structuring fees and other offering costs | 30.0 | ||||||||||||||
Business Combinations [Abstract] | |||||||||||||||
Proceeds from Offering utilized to partially fund the Gold Line/Medford Acquisition | $ 400 | ||||||||||||||
|
Employee Benefit Plans (Narrative) (Details) (USD $)
In Millions, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2013
|
Dec. 31, 2012
Predecessor [Member]
|
Dec. 31, 2011
Predecessor [Member]
|
|
Pension and postretirement costs | $ 2.0 | $ 2.5 | $ 2.5 |
Defined contribution benefit plan costs | $ 0.9 | $ 2.0 | $ 0.6 |
Net Income Per Limited Partner Unit (Schedule of Net Income By Class of Participating Securities) (Details) (USD $)
In Millions, except Share data, unless otherwise specified |
3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended | 5 Months Ended | 6 Months Ended | 5 Months Ended | 6 Months Ended | 5 Months Ended | 6 Months Ended | 1 Months Ended | 4 Months Ended | 5 Months Ended | 12 Months Ended | 5 Months Ended | 12 Months Ended | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2013
|
Sep. 30, 2013
|
Dec. 31, 2013
|
Jan. 22, 2014
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2013
Common Units [Member]
|
Sep. 30, 2013
Common Units [Member]
|
Dec. 31, 2013
Common Units [Member]
|
Dec. 31, 2012
Common Units [Member]
|
Dec. 31, 2011
Common Units [Member]
|
Dec. 31, 2013
General Partner [Member]
|
Jan. 22, 2014
General Partner [Member]
|
Dec. 31, 2013
Limited Partner [Member]
Common Units [Member]
|
Jan. 22, 2014
Limited Partner [Member]
Common Units [Member]
|
Dec. 31, 2013
Limited Partner [Member]
Subordinated Units [Member]
|
Jan. 22, 2014
Limited Partner [Member]
Subordinated Units [Member]
|
Jan. 22, 2014
Subsequent Event [Member]
|
Apr. 23, 2014
Subsequent Event [Member]
|
Dec. 31, 2013
Non-public [Member]
Common Units [Member]
Phillips 66 [Member]
|
Dec. 31, 2012
Non-public [Member]
Common Units [Member]
Phillips 66 [Member]
|
Dec. 31, 2011
Non-public [Member]
Common Units [Member]
Phillips 66 [Member]
|
Dec. 31, 2013
Non-public [Member]
Subordinated Units [Member]
Phillips 66 [Member]
|
Dec. 31, 2012
Non-public [Member]
Subordinated Units [Member]
Phillips 66 [Member]
|
Dec. 31, 2011
Non-public [Member]
Subordinated Units [Member]
Phillips 66 [Member]
|
|||||||||||
Partners' Capital [Abstract] | |||||||||||||||||||||||||||||||||||
Net income attributable to the Partnership | $ 17.0 | [1] | $ 11.9 | [1] | $ 28.9 | [1] | $ 14.1 | $ 0.6 | $ 6.5 | $ 14.2 | |||||||||||||||||||||||||
Distributions declared | 11.1 | [1] | 27.3 | 0.2 | 0.5 | 13.4 | 13.4 | 16.2 | 21.1 | 2.5 | 5.5 | ||||||||||||||||||||||||
Distributions less than net income attributable to the Partnership | $ 1.6 | $ 0.1 | $ 0.7 | $ 0.8 | |||||||||||||||||||||||||||||||
Weighted average units outstanding, general partner, basic | 1,437,433 | ||||||||||||||||||||||||||||||||||
Weighted average units outstanding, limited partner, basic | 35,217,112 | 16,328,000 | [1] | 35,217,112 | [1] | ||||||||||||||||||||||||||||||
Weighted average units outstanding, basic | 71,871,657 | ||||||||||||||||||||||||||||||||||
Weighted average units outstanding, general partner, diluted | 1,437,433 | ||||||||||||||||||||||||||||||||||
Weighted average units outstanding, limited partner, diluted | 35,217,112 | 16,328,000 | [1] | 35,217,112 | [1] | ||||||||||||||||||||||||||||||
Weighted average units outstanding, diluted | 71,871,657 | ||||||||||||||||||||||||||||||||||
Net income per limited partner unit, basic | $ 0.24 | [1] | $ 0.17 | [1] | $ 0.40 | [1] | $ 0.40 | [1] | |||||||||||||||||||||||||||
Net income per limited partner unit, diluted | $ 0.17 | [1] | $ 0.40 | [1] | $ 0.40 | [1] | |||||||||||||||||||||||||||||
|
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