Table of Contents
Index to Financial Statements
(Mark One)
[X]
For the fiscal year ended
[ ]
2017
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
December 31, 2017
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number: 001-36011
Phillips 66 Partners LP
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
38-3899432
(I.R.S. Employer
Identification No.)
2331 CityWest Blvd., Houston, Texas 77042
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (855) 283-9237
Securities registered pursuant to Section 12(b) of the Act:
Common Units, Representing Limited Partnership Interests
Title of each class
Name of each exchange on which registered
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
[X] Yes [ ] No
[ ] Yes [X] No
[X] Yes [ ] No
[X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
[ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [X]
Accelerated filer [ ]
Non-accelerated filer [ ]
Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
[ ] Yes [X] No
The aggregate market value of the registrant’s common units held by non-affiliates of the registrant on June 30, 2017, the last business day of the registrant’s most recently
completed second fiscal quarter, based on the closing price on that date of $49.42, was $2,285 million . This figure excludes common units beneficially owned by the directors
and executive officers of Phillips 66 Partners GP LLC, our General Partner, and Phillips 66 and its subsidiaries.
The registrant had 121,571,959 common units outstanding as of December 31, 2017 .
Documents incorporated by reference:
None
Table of Contents
Index to Financial Statements
Item
1 and 2. Business and Properties
1A. Risk Factors
1B. Unresolved Staff Comments
3. Legal Proceedings
4. Mine Safety Disclosures
PHILLIPS 66 PARTNERS LP
TABLE OF CONTENTS
PART I
PART II
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
6. Selected Financial Data
7. Management's Discussion and Analysis of Financial Condition and Results of Operations
7A. Quantitative and Qualitative Disclosures About Market Risk
Cautionary Statement Regarding Forward-Looking Statements
8. Financial Statements and Supplementary Data
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9A. Controls and Procedures
9B. Other Information
PART III
10. Directors, Executive Officers and Corporate Governance
11. Executive Compensation
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
13. Certain Relationships and Related Transactions, and Director Independence
14. Principal Accounting Fees and Services
PART IV
15. Exhibits, Financial Statement Schedules
16. Form 10-K Summary
Signatures
Page
1
15
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33
33
34
36
37
57
59
60
102
102
102
103
107
119
121
123
124
124
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Index to Financial Statements
Unless the context otherwise indicates, all references to “Phillips 66 Partners LP,” “the Partnership,” “us,” “our,” “we,” or similar expressions refer to
Phillips 66 Partners LP, including its consolidated subsidiaries, and references to “Phillips 66” include its consolidated subsidiaries. This Annual Report
on Form 10-K contains forward-looking statements including, without limitation, statements relating to our plans, strategies, objectives, expectations
and intentions. The words “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,”
“should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar expressions
identify forward-looking statements. The Partnership does not undertake to update, revise or correct any forward-looking information unless required to
do so under the federal securities laws. Readers are cautioned that such forward-looking statements should be read in conjunction with the Partnership’s
disclosures under the heading “CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS.”
Items 1 and 2. BUSINESS AND PROPERTIES
ORGANIZATIONAL STRUCTURE
PART I
Phillips 66 Partners LP, headquartered in Houston, Texas, is a Delaware limited partnership formed in 2013 by Phillips 66 Company and Phillips 66
Partners GP LLC (our General Partner), both wholly owned subsidiaries of Phillips 66. On July 26, 2013, we completed our initial public offering, and
our common units trade on the New York Stock Exchange (NYSE) under the symbol PSXP. On August 1, 2015, Phillips 66 Company transferred all of
its limited partner interest in us and its 100 percent interest in our General Partner to its wholly owned subsidiary, Phillips 66 Project Development Inc.
(Phillips 66 PDI). As of December 31, 2017 , Phillips 66, through Phillips 66 PDI, owned 68,760,137 common units, representing a 55 percent limited
partner interest, as well as a 100 percent interest in our General Partner, which owned 2,480,051 general partner units, representing a 2 percent general
partner interest. The public owned 52,811,822 common units, representing a 43 percent limited partner interest, and owned 13.8 million perpetual
convertible preferred units.
We are a growth-oriented master limited partnership formed to own, operate, develop and acquire primarily fee-based crude oil, refined petroleum
products and natural gas liquids (NGL) transportation, processing, terminaling and storage facilities and systems. We are managed and operated by the
executive officers of our General Partner, with oversight provided by its Board of Directors. Neither we nor our subsidiaries have any employees. Our
General Partner has the sole responsibility for providing the employees and other personnel necessary to conduct our operations.
We primarily generate revenue by providing fee-based transportation, processing, terminaling, storage and NGL fractionation services to Phillips 66
and other customers. Our equity affiliates primarily generate revenue from transporting and terminaling NGL, refined petroleum products and crude oil.
Since we do not own any of the NGL, crude oil and refined petroleum products we handle and do not engage in the trading of NGL, crude oil and
refined petroleum products, we have limited direct exposure to risks associated with fluctuating commodity prices, although these risks indirectly
influence our activities and results of operations over the long term.
We have multiple commercial agreements with Phillips 66, including transportation services agreements, terminal services agreements, storage services
agreements, stevedoring services agreements, a fractionation services agreement, a tolling services agreement and rail terminal services agreements.
Under many of these agreements, Phillips 66 commits to provide us with minimum quarterly throughput volumes or minimum monthly capacity or
service fees. If Phillips 66 fails to transport, throughput or store its minimum throughput volume during any quarter, then Phillips 66 will pay us a
deficiency payment based on the calculation described in the agreement. We believe these agreements promote stable and predictable cash flows, and
they are the source of a substantial portion of our revenue. We also have several other agreements with Phillips 66, including an amended omnibus
agreement and an operational services agreement. See Note 21—Related Party Transactions , in the Notes to Consolidated Financial Statements, for a
summary of all related party agreements.
Our operations are all conducted in the United States and comprise one reportable segment. See Item 8. Financial Statements and Supplementary Data,
for financial information on our operations and assets.
1
Table of Contents
Index to Financial Statements
2017 DEVELOPMENTS
Bakken Pipeline/MSLP Acquisition
On October 6, 2017, we acquired from Phillips 66 a 25 percent interest in each of Dakota Access, LLC and Energy Transfer Crude Oil Company, LLC
(together, the Bakken Pipeline) and a 100 percent interest in Merey Sweeny, L.P. (MSLP). Collectively, the assets acquired in the acquisition are
referred to as the Bakken Pipeline/MSLP Acquisition. See Note 4— Acquisitions , in the Notes to Consolidated Financial Statements, for additional
information.
SUMMARY OF ASSETS AND OPERATIONS
The map below provides a summary of our assets and operations at December 31, 2017 :
2
Table of Contents
Index to Financial Statements
Pipeline Assets
The following table presents certain information regarding our pipeline assets as of December 31, 2017 . Each system listed below has an associated
commercial agreement with Phillips 66.
System Name
Origination/Terminus
Interest
Diameter
(Inches)
Length
(Miles)
Gross
Capacity
(MBD)
Commodity
Handled
Associated
Phillips 66
Refinery
100%
20
10
260
Crude Oil
Lake Charles
Clifton Ridge Crude System
Sweeny to Pasadena Products System
Clifton Ridge, LA/Lake
Charles Refinery
Sweeny
Refinery/Pasadena, TX
Hartford Connector Products System
Wood River Refinery to Hartford,
Illinois
Wood River Refinery to
Hartford, IL
Hartford, Illinois to Explorer
Pipeline
Hartford, IL to Explorer
Pipeline
Gold Line Products System
100
12, 18
120
294
100
100
12
3
80
24
1
430
Gold Line Pipeline
Borger, TX/East St. Louis,
IL
100
8, 16
681
120
Paola Products Pipeline
Paola, KS/Kansas City, KS
100
8, 10
106
96
Cross-Channel Connector Products
System
Pasadena, TX/Galena Park,
TX
Eagle Ford Gathering System
Helena, Texas
Tilden, Texas
Helena, TX
Tilden, TX/Whitsett, TX
Standish Pipeline
Ponca Products System
Cherokee East
Cherokee North
Brown Line
Cherokee South
Medford
Ponca Crude System
Oklahoma Mainline
Cushing
Marland Junction,
OK/Wichita, KS
Medford, OK/Mount
Vernon, MO
Ponca City, OK/Arkansas
City, KS
Ponca City, OK/Wichita,
KS
Ponca City, OK/Oklahoma
City, OK
Ponca City, OK/Medford,
OK
Wichita Falls, TX/Ponca
City, OK
Cushing, OK/Ponca City,
OK
North Texas Crude
Wichita Falls, TX
100
100
100
100
100
100
100
100
100
100
100
100
3
20
5
180
6
6-10
6
22
20
34
18
92
72
10, 12
287
55
10
8, 10
8
4-6
29
76
90
42
57
26
46
10
12
217
100
Crude Oil
Ponca City
18
2-16
62
224
130
28
Crude Oil
Crude Oil
Ponca City
Ponca City
Refined
Petroleum
Products
Refined
Petroleum
Products
Refined
Petroleum
Products
Refined
Petroleum
Products
Refined
Petroleum
Products
Refined
Petroleum
Products
Crude Oil
Crude Oil
Refined
Petroleum
Products
Refined
Petroleum
Products
Refined
Petroleum
Products
Natural Gas
Liquids
Refined
Petroleum
Products
Natural Gas
Liquids
Sweeny
Wood River
Wood River
Borger/Ponca
City
Borger/Ponca
City
Sweeny
—
—
Ponca City
Ponca City
Ponca City
Ponca City
Ponca City
Ponca City
Table of Contents
Index to Financial Statements
System Name
Origination/Terminus
Interest
Billings Products System
Diameter
(Inches)
Length
(Miles)
Gross
Capacity
(MBD)
Seminoe
Billings, MT/Sinclair, WY
100%
6-10
342
33
Commodity
Handled
Refined
Petroleum
Products
Associated
Phillips 66
Refinery
Billings
Billings Crude System
Glacier
Borger Products System
Cut Bank, MT/Billings,
MT
79
8-12
623
126
Crude Oil
Billings
Borger to Amarillo
Borger, TX/Amarillo, TX
100
8, 10
93
76
SAAL
SAAL
ATA Line
Borger Crude System
Line O
Line 80
WA Line
Amarillo, TX/Abernathy,
TX
Abernathy, TX/Lubbock,
TX
Amarillo,
TX/Albuquerque, NM
Cushing, OK/Borger, TX
Gaines, TX/Borger, TX
Odessa, TX/Borger, TX
West Texas Gathering
Permian Basin
River Parish NGL System
Southeast Louisiana
33
54
50
100
100
100
100
100
6
102
33
6
19
30
6, 10
293
34
10
8, 12
12, 14
4-14
276
237
289
287
37
28
104
115
4-20
510
133
Refined
Petroleum
Products
Refined
Petroleum
Products
Refined
Petroleum
Products
Refined
Petroleum
Products
Crude Oil
Crude Oil
Crude Oil
Crude Oil
Natural Gas
Liquids
Borger
Borger
Borger
Borger
Borger
Borger
Borger
Borger
Alliance
The following table presents certain information regarding our equity investment pipeline assets as of December 31, 2017 .
System Name
Origination/Terminus
Diameter
(Inches)
Length
(Miles)
Gross
Capacity
(MBD)
Commodity
Handled
Ownership
Interest
Explorer Pipeline
Bakken Pipeline
Sand Hills Pipeline
Southern Hills Pipeline
Sacagawea Pipeline
Bayou Bridge Pipeline
STACK Pipeline
Texas Gulf Coast/Chicago, IL
North Dakota/Nederland, TX
Permian Basin/Mont Belvieu,
TX
U.S. Midcontinent/Mont
Belvieu, TX
Keene, ND/Stanley, ND
Nederland, TX/Lake Charles,
LA
Cashion, OK/Cushing, OK
4
24, 28
30
1,830
1,915
660
525
20
1,190
315
20
16
30
8-16
941
95
49
149
140
175
480
250
Refined
Petroleum
Products
Crude Oil
Natural Gas
Liquids
Natural Gas
Liquids
Crude Oil
Crude Oil
Crude Oil
21.94%
25.00
33.34
33.34
49.50
40.00
50.00
Table of Contents
Index to Financial Statements
Terminal, Rail Rack and Storage Assets
The following table presents certain information regarding our wholly owned terminal, rail rack and storage assets as of December 31, 2017 . Each asset
listed below has an associated commercial agreement with Phillips 66.
Facility Name
Clifton Ridge Crude System
Clifton Ridge
Pecan Grove Storage
Sweeny to Pasadena Products System
Pasadena
Hartford Connector Products System
Hartford
Gold Line Products System
East St. Louis
Jefferson City
Kansas City
Wichita North
Medford Spheres
Bayway Rail Rack
Ferndale Rail Rack
Ponca Products System
Glenpool
Mt. Vernon Products
Mt. Vernon NGL
Ponca City Products
Ponca City NGL
Wichita South
Oklahoma City Products
Ponca Crude System
Ponca City
Cushing
Wichita Falls
Bayway Products System
Tremley Point
Linden
Billings Products System
Sheridan
Casper
Billings Crude System
Buffalo Crude
Billings Crude
Borger Products System
Albuquerque Products
Lubbock Products
Amarillo Products
Borger Crude System
Buxton Crude
Odessa Crude
Clemens Caverns
River Parish NGL System
Gross Storage Capacity
(MBbl)
Gross Loading Capacity
(MBD)
Commodity Handled
Location
3,410
142
3,210
1,075
2,085
110
1,294
679
70
N/A
N/A
588
363
105
51
N/A
255
352
1,200
300
240
1,593
429
86
365
300
270
244
179
277
400
523
9,000
1,500
N/A
N/A
Crude Oil
Crude Oil
Louisiana
Louisiana
65
Refined Petroleum Products
Texas
25
Refined Petroleum Products
Illinois
78
16
66
19
N/A
75
30
19
46
16
23
6
N/A
48
N/A
N/A
N/A
39
121
15
7
N/A
N/A
18
17
29
N/A
N/A
N/A
N/A
Refined Petroleum Products
Refined Petroleum Products
Refined Petroleum Products
Refined Petroleum Products
Natural Gas Liquids
Crude Oil
Crude Oil
Refined Petroleum Products
Refined Petroleum Products
Natural Gas Liquids
Refined Petroleum Products
Natural Gas Liquids
Refined Petroleum Products
Refined Petroleum Products
Crude Oil
Crude Oil
Crude Oil
Illinois
Missouri
Kansas
Kansas
Oklahoma
New Jersey
Washington
Oklahoma
Missouri
Missouri
Oklahoma
Oklahoma
Kansas
Oklahoma
Oklahoma
Oklahoma
Texas
Refined Petroleum Products
Refined Petroleum Products
New Jersey
New Jersey
Refined Petroleum Products
Refined Petroleum Products
Crude Oil
Crude Oil
Wyoming
Wyoming
Montana
Montana
Refined Petroleum Products
New Mexico
Refined Petroleum Products
Refined Petroleum Products
Crude Oil
Crude Oil
Natural Gas Liquids
Texas
Texas
Oklahoma
Texas
Texas
Natural Gas Liquids
Louisiana
5
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Index to Financial Statements
The following table presents certain information regarding our equity investment terminal, rail rack and storage assets as of December 31, 2017 .
Palermo Terminal
System Name
Tank Shell
Storage Capacity
(MBbl)
Active Terminaling
Capacity* (MBD)
206
100
N/A
Keene Terminal
*Active terminaling capacity represents the amount of railcar loading capacity currently available for use by our customers.
490
Commodity
Handled
Crude Oil
Crude Oil
Location
North Dakota
North Dakota
Ownership
Interest
70%
50
Marine Assets
The following table presents certain information regarding our wholly owned marine assets as of December 31, 2017 . Each asset listed below has an
associated commercial agreement with Phillips 66.
System Name
Clifton Ridge Crude System
Clifton Ridge Ship Dock
Pecan Grove Barge Dock
Hartford Connector Products System
Hartford Barge Dock
Other Assets
Dock Throughput Capacity
(Thousands of Barrels Hourly)
Commodity Handled
Associated Phillips 66
Refinery
48
6
3
Crude Oil
Lake Charles
Crude Oil; Lubricant Base
Stocks
Lake Charles
Dyed Diesel; Naphtha;
Lubricant Base Stocks
Wood River
The following table presents certain information regarding our other wholly owned assets as of December 31, 2017 . Each asset listed below has an
associated commercial agreement with Phillips 66.
Asset Name
Gross Processing Capacity
(MBD)
Commodity Handled
Location
MSLP
Vacuum distillation unit
Delayed coker unit
Sweeny Fractionator
125
70
100
Crude Oil Residuals
Crude Oil Residuals
Natural Gas Liquids
Texas
Texas
Texas
COMMERCIAL AND OTHER AGREEMENTS WITH PHILLIPS 66
Many of our assets are physically connected to, and integral to the operations of, Phillips 66’s wholly owned Alliance, Bayway, Billings, Ferndale,
Lake Charles, Ponca City and Sweeny refineries and its jointly owned Borger and Wood River refineries. We have entered into multiple commercial
agreements with Phillips 66, which include minimum volume commitments and inflation escalators. Currently, these agreements are the source of a
significant portion of our revenue. Under these long-term, fee-based agreements, we provide transportation, terminaling, storage, stevedoring,
fractionation and processing services to Phillips 66, and Phillips 66 commits to provide us with minimum quarterly volumes of crude oil, refined
petroleum products and NGL or minimum monthly capacity or service fees.
See Note 21—Related Party Transactions , in the Notes to Consolidated Financial Statements, for summaries of the terms of commercial and other
agreements with Phillips 66.
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Index to Financial Statements
COMPETITION
Many of our assets are subject to contractual relationships with Phillips 66 under our commercial agreements and are directly connected to Phillips 66’s
owned or operated refineries. As a result, we believe that we will not face significant competition from other pipelines, terminals, storage facilities, rail
racks, fractionators and processing units for Phillips 66’s transportation and terminaling requirements to and from the refineries we support. If Phillips
66’s customers were to reduce their purchases of refined petroleum products, Phillips 66 might only ship the minimum volumes through our pipelines
(or pay the shortfall payment if it does not ship the minimum volumes), which would cause a decrease in our revenue. Phillips 66 competes with
integrated petroleum companies, which have their own crude oil supplies and distribution and marketing systems, as well as with independent refiners,
many of which also have their own distribution and marketing systems. Phillips 66 also competes with other suppliers that purchase refined petroleum
products for resale. Many of the entities in which we hold equity investments compete with other interstate and intrastate pipelines, rail and truck fleet
operations, including those affiliated with major integrated petroleum and petrochemical companies, in terms of transportation fees, reliability and
quality of customer service. Competition in any particular geographic area is significantly affected by the volume of products produced by refineries in
that area, the volume of crude oil and natural gas liquids gathered and transported, and the availability of products and the cost of transportation to that
area from distant locations.
RATES AND SAFETY REGULATIONS
Pipeline Rates
Our common carrier pipeline systems are subject to regulation by various federal, state and local agencies. The Federal Energy Regulatory Commission
(FERC) regulates interstate transportation on our common carrier pipeline systems under the Interstate Commerce Act (ICA), the Energy Policy Act of
1992 (EPAct 1992) and the rules and regulations promulgated under those laws. FERC regulations require that rates for interstate service pipelines that
transport crude oil and refined petroleum products (collectively referred to as “petroleum pipelines”) and certain other liquids be just and reasonable and
must not be unduly discriminatory or confer any undue preference upon any shipper. FERC regulations also require interstate common carrier
petroleum pipelines to file with FERC and publicly post tariffs stating their interstate transportation rates and terms and conditions of service. Under the
ICA, FERC or interested persons may challenge existing or changed rates or services. FERC is authorized to investigate such changes and may suspend
the effectiveness of a new rate for up to seven months. A successful rate challenge could result in a common carrier paying refunds together with
interest for the period the rate was in effect. FERC may also order a pipeline to change its rates and may require a common carrier to pay shippers
reparations for damages sustained for a period up to two years prior to the filing of a complaint. EPAct 1992 deemed certain interstate petroleum
pipeline rates then in effect to be just and reasonable under the ICA. These rates are commonly referred to as “grandfathered rates.” Our rates in effect
at the time of the passage of EPAct 1992 for interstate transportation service were deemed just and reasonable and therefore are grandfathered rates.
New rates have been established subsequent to EPAct 1992 for certain of our pipeline systems. FERC may change grandfathered rates upon complaint
only after it is shown that:
• A substantial change has occurred since enactment in either the economic circumstances or the nature of the services that were a basis for the
rate.
•
The complainant was contractually barred from challenging the rate prior to enactment of EPAct 1992 and filed the complaint within 30 days
of the expiration of the contractual bar.
• A provision of the tariff is unduly discriminatory or preferential.
EPAct 1992 required FERC to establish a simplified methodology to adjust non-market-based tariff rates for inflation for interstate petroleum pipelines.
As a result, FERC adopted an indexing rate methodology which, as currently in effect, allows common carriers to change their rates within prescribed
ceiling levels that are tied to changes in the Producer Price Index (PPI) for finished goods. FERC’s indexing methodology is subject to review every
five years. The indexing methodology is applicable to existing rates, including grandfathered rates, with the exclusion of market-based rates. In
December 2015, FERC issued a Final Order concluding its five-year review of the indexing methodology. FERC established an index level permitting
annual adjustment of an indexed ceiling by PPI for finished goods plus 1.23 percent for the five-year period commencing July 1, 2016, and ending June
30, 2021. A pipeline is not required to increase its
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Index to Financial Statements
rates up to the indexed ceiling but is permitted to do so. Rate increases made under the index are presumed to be just and reasonable unless a protesting
party can demonstrate that the portion of the rate increase resulting from application of the index is substantially in excess of the pipeline’s increase in
costs. Under the indexing rate methodology, in any year in which the index is negative, pipelines must file to lower their rates if those rates would
otherwise be above the rate ceiling. On October 20, 2016, FERC issued an Advance Notice of Proposed Rulemaking. FERC is seeking comment on a
number of proposals, including: (1) whether the FERC should deny any increase in a rate ceiling or an annual index-based rate increase if a pipeline’s
revenues exceed total costs by 15 percent for the prior 2 years; (2) a new percentage comparison test that would deny a proposed increase to a pipeline’s
rate or ceiling level greater than 5 percent above the barrel-mile cost changes; and (3) a requirement that all pipelines file indexed ceiling levels
annually, with the ceiling levels subject to challenge and restricting the pipeline’s ability to carry forward the full indexed increase to a future period.
FERC has not taken any further action on this matter.
While common carriers often use the indexing methodology to change their rates, they may elect to support proposed rates by using other
methodologies such as cost-of-service rate making, market-based rates and settlement rates. A pipeline can follow a cost-of-service approach when
seeking to increase its rates above the rate ceiling (or when seeking to avoid lowering rates to the reduced rate ceiling). A common carrier can charge
market-based rates if it establishes that it lacks significant market power in the affected markets. In addition, a common carrier can establish rates under
settlement if agreed upon by all current shippers. We have used indexed rates and settlement rates for our different pipeline systems. If we used cost-of-
service rate making to establish or support our rates, the issue of the proper allowance for federal and state income taxes could arise. In 2005, FERC
issued a policy statement stating that it would permit common carriers, among others, to include an income tax allowance in cost-of-service rates to
reflect actual or potential tax liability attributable to a regulated entity’s operating income, regardless of the form of ownership. Under FERC’s policy, a
tax pass-through entity seeking such an income tax allowance must establish that its partners or members have an actual or potential income tax liability
on the regulated entity’s income. Whether a pipeline’s owners have such actual or potential income tax liability is subject to review by FERC on a case-
by-case basis. Although this policy is generally favorable for common carriers that are organized as pass-through entities, it still entails rate risk due to
the FERC’s case-by-case review approach. The application of this policy, as well as any decision by FERC regarding our cost of service, may also be
subject to review in the courts. On December 23, 2016, FERC issued an Inquiry Regarding the Commission’s Policy for Recovery of Income Tax
Costs. FERC received comments from industry and the public regarding how to address any double recovery resulting from the FERC’s current income
tax allowance and rate of return policies. FERC has not taken any further action on this matter.
Intrastate services provided by certain of our pipeline systems are subject to regulation by state regulatory authorities. These state regulatory authorities
use a complaint-based system of regulation, both as to matters involving rates and priority of access. State regulatory authorities could limit our ability
to increase our rates or to set rates based on our costs or order us to reduce our rates and require the payment of refunds to shippers. FERC and state
regulatory authorities generally have not investigated rates, unless the rates are the subject of a protest or a complaint. Phillips 66 has agreed not to
contest our tariff rates applicable for our transportation services agreements for the term of those agreements. However, FERC or a state regulatory
authority could investigate our rates on its own initiative or at the urging of a third party, and this could lead to a refund of previously collected revenue.
Pipeline Safety
Our assets are subject to increasingly strict safety laws and regulations. The transportation and storage of crude oil, natural gas liquids and refined
petroleum products involves a risk that hazardous liquids may be released into the environment, potentially causing harm to the public or the
environment. In turn, any such incidents may result in substantial expenditures for response actions, significant government penalties, liability to
government agencies for natural resources damages, and significant business interruption. The United States Department of Transportation (DOT) has
adopted safety regulations with respect to the design, construction, operation, maintenance, inspection and management of pipeline assets. These
regulations contain requirements for the development and implementation of pipeline integrity management programs, which include the inspection and
testing of pipelines and necessary maintenance or repairs. These regulations also require that pipeline operation and maintenance personnel meet certain
qualifications and that pipeline operators develop comprehensive spill response plans. We are subject to regulation by the DOT under the Hazardous
Liquid Pipeline Safety Act of 1979 (the HLPSA). The HLPSA delegated to DOT the authority to develop, prescribe, and enforce minimum federal
safety standards for the transportation of hazardous liquids by pipeline. Congress also enacted the Pipeline Safety Act of 1992 (the PSA), which added
the environment to the list of statutory factors that must be considered in establishing safety standards for hazardous liquid pipelines, required
8
Table of Contents
Index to Financial Statements
regulations be issued to define the term “gathering line” and establish safety standards for certain “regulated gathering lines,” and mandated that
regulations be issued to establish criteria for operators to use in identifying and inspecting pipelines located in High Consequence Areas (HCAs),
defined as those areas that are unusually sensitive to environmental damage, that cross a navigable waterway, or that have a high population density. In
1996, Congress enacted the Accountable Pipeline Safety and Partnership Act (the APSPA), which limited the operator identification requirement
mandate to pipelines that cross a waterway where a substantial likelihood of commercial navigation exists, required that certain areas where a pipeline
rupture would likely cause permanent or long-term environmental damage be considered in determining whether an area is unusually sensitive to
environmental damage, and mandated that regulations be issued for the qualification and testing of certain pipeline personnel. In the Pipeline
Inspection, Protection, Enforcement, and Safety Act of 2006, Congress required mandatory inspections for certain U.S. crude oil and natural gas
transmission pipelines in HCAs and mandated that regulations be issued for low-stress hazardous liquid pipelines and pipeline control room
management. We are also subject to the Pipeline Safety, Regulatory Certainty and Job Creation Act of 2011, which increased penalties for safety
violations, established additional safety requirements for newly constructed pipelines, and required studies of certain safety issues that could result in
the adoption of new regulatory requirements for existing pipelines.
DOT’s Pipeline and Hazardous Materials Safety Administration (PHMSA) administers compliance with these statutes and has promulgated
comprehensive safety standards and regulations for the transportation of hazardous liquid by pipeline, including regulations for (i) the design and
construction of new pipeline systems or those that have been relocated, replaced, or otherwise changed; (ii) pressure testing of new pipelines; (iii)
operation and maintenance of pipeline systems, establishing programs for public awareness and damage prevention, and managing the operation of
pipeline control rooms; (iv) protection of steel pipelines from the adverse effects of internal and external corrosion; and (v) integrity management
requirements for pipelines in HCAs. On January 13, 2017, PHMSA issued a final rule amending federal safety standards for hazardous liquid pipelines.
The general effective date of this final rule is six months from publication in the Federal Register, but it is currently subject to further administrative
review. The final rule addresses several areas including reporting requirements for gravity and unregulated gathering lines, inspections after weather or
climatic events, leak detection system requirements, revisions to repair criteria and other integrity management revisions. In addition, PHMSA issued
new regulations on January 23, 2017, on operator qualification, cost recovery, accident and incident notification and other pipeline safety changes.
These new regulations were effective March 24, 2017. These regulations are also subject to potential further review. We do not anticipate that we would
be impacted by either of these regulatory initiatives to any greater degree than other similarly situated competitors.
We monitor the structural integrity of our pipelines through a program of periodic internal assessments using high resolution internal inspection tools, as
well as hydrostatic testing and direct assessment that conforms to regulatory standards. We accompany these assessments with a review of the data and
repair anomalies, as required, to ensure the integrity of the pipeline. We then utilize sophisticated risk algorithms and a comprehensive data integration
effort to ensure that the highest risk-assessed pipelines receive priority for subsequent integrity assessments. We use external coatings and impressed-
current cathodic protection systems to protect against external corrosion. We conduct all cathodic protection work in accordance with National
Association of Corrosion Engineers standards. We continually monitor, test and record the effectiveness of these corrosion inhibiting systems.
Product Quality Standards
Refined petroleum products that we transport are generally sold by our customers for use by the public. Various federal, state and local agencies have
the authority to prescribe product quality specifications for products. Changes in product quality specifications or blending requirements could reduce
our throughput volumes, require us to incur additional handling costs or require capital expenditures. For example, different product specifications for
different markets affect the fungibility of the products in our system and could require the construction of additional storage. If we are unable to recover
these costs through increased revenue, our cash flows and ability to pay cash distributions could be adversely affected. In addition, changes in the
product quality of the products we receive on our product pipeline systems could reduce or eliminate our ability to blend products.
9
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Index to Financial Statements
Terminal Safety
Our operations are subject to regulations promulgated by the U.S. Occupational Safety and Health Administration (OSHA), DOT and comparable state
and local regulations. For each of our terminal facilities, we have identified which assets are subject to the jurisdiction of OSHA or DOT. Certain of our
terminals are under the dual jurisdiction of DOT and OSHA, whereby certain portions of the terminal are subject to OSHA regulation and other assets at
the terminal are subject to DOT regulation due to the type of asset and the configuration of the terminal. Our terminal facilities are operated in a manner
consistent with industry safety practices and standards. The tanks designed for crude oil and refined product storage at our terminals are equipped with
appropriate emission controls to promote safety. Our terminal facilities have response plans, spill prevention and control plans, and other programs to
respond to emergencies.
Rail Safety
Our rail operations involve crude oil loading, receiving and unloading activities. Generally, rail operations are subject to regulations promulgated by the
U.S. Department of Transportation Federal Railroad Administration, PHMSA and comparable state and local regulations. We believe our rail
operations are in material compliance with all applicable regulations and meet or exceed current industry standards and practices.
Security
We are also subject to Department of Homeland Security Chemical Facility Anti-Terrorism Standards, which are designed to regulate the security of
high-risk chemical facilities, the Transportation Security Administration’s Pipeline Security Guidelines, and other comparable state and local
regulations. We have an internal program of inspection designed to monitor and provide for compliance with all of these requirements. We believe that
we are in material compliance with all applicable laws and regulations regarding the security of our facilities. However, these laws and regulations are
subject to changes, or to changes in their interpretation, by the regulatory authorities, and continued and future compliance with such laws and
regulations may require us to incur significant expenditures. In addition, any incidents may result in substantial expenditures for response actions,
government penalties and business interruption.
While we are not currently subject to governmental standards for the protection of computer-based systems and technology from cyber threats and
attacks, proposals to establish such standards are being considered in the U.S. Congress and by U.S. Executive Branch departments and agencies,
including the Department of Homeland Security, and we may become subject to such standards in the future. We currently are implementing our own
cyber security programs and protocols; however, we cannot guarantee their effectiveness. A significant cyber attack could have a material effect on our
operations and those of our customers.
ENVIRONMENTAL REGULATIONS
General
Our operations are subject to extensive and frequently changing federal, state and local laws, regulations and ordinances relating to the protection of the
environment. Among other things, these laws and regulations govern the emission or discharge of pollutants into or onto the land, air and water, the
handling and disposal of solid and hazardous wastes and the remediation of contamination. As with the industry generally, compliance with existing and
anticipated environmental laws and regulations increases our overall cost of business, including our capital costs to construct, maintain, operate and
upgrade equipment and facilities. While these laws and regulations affect our maintenance capital expenditures and net income, we believe they do not
affect our competitive position, as the operations of our competitors are similarly affected. We believe our facilities are in substantial compliance with
applicable environmental laws and regulations. However, these laws and regulations are subject to changes, or to changes in their interpretation, by
regulatory authorities, and continued and future compliance with such laws and regulations may require us to incur significant expenditures.
Additionally, violation of environmental laws, regulations, and permits can result in the imposition of significant administrative, civil and criminal
penalties, injunctions limiting our operations, investigatory or remedial liabilities or construction bans or delays in the construction of additional
facilities or equipment. Further, a release of hydrocarbons or hazardous substances into the environment could, to the extent the event is not insured,
subject us to substantial expenses, including costs to comply with applicable laws and regulations and to resolve claims by third parties for personal
injury or property damage, or by the U.S. federal government or state governments for natural resources damages. These impacts could directly and
indirectly affect our business and have an adverse impact on our financial position, results of operations and liquidity. We cannot currently determine
the amounts of such future impacts.
10
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Index to Financial Statements
Expensed environmental costs were $8 million in 2017 and are expected to be less than $5 million in 2018 and 2019. The majority of the environmental
expenses forecasted for 2018 and 2019 relate to environmental matters attributable to ownership of our assets prior to their acquisition from Phillips 66.
Phillips 66 has agreed to retain responsibility for these liabilities. Accordingly, although these amounts would be expensed by us, there would be no
required cash outflow from us. See the “Indemnification and Excluded Liabilities” section to follow for additional information on Phillips 66-retained
liabilities. Capitalized environmental costs were $7 million in 2017 and are expected to be approximately the same in 2018 and 2019. These amounts do
not include capital expenditures made for other purposes that have an indirect benefit on environmental compliance.
Air Emissions and Climate Change
We are subject to the Federal Clean Air Act (FCAA) and its regulations and comparable state and local statutes and regulations in connection with air
emissions from our operations. Under these laws, permits may be required before construction can commence on a new source of potentially significant
air emissions, and operating permits may be required for sources that are already constructed. These permits may require controls on our air emission
sources, and we may become subject to more stringent regulations requiring the installation of additional emission control technologies.
Future expenditures may be required to comply with the FCAA and other federal, state and local requirements for our various sites, including our
pipeline and storage facilities. The impact of future legislative and regulatory developments, if enacted or adopted, could result in increased compliance
costs and additional operating restrictions on our business, all of which could have an adverse impact on our financial position, results of operations and
liquidity.
Air emissions requirements also affect Phillips 66’s domestic refineries from which we directly or indirectly receive the majority of our revenue.
Phillips 66 has been required in the past, and will likely be required in the future, to incur significant capital expenditures to comply with new
legislative and regulatory requirements relating to its operations. To the extent these capital expenditures have a material effect on Phillips 66, they
could have a material effect on our business and results of operations.
In December 2007, Congress passed the Energy Independence and Security Act (EISA) that created a second Renewable Fuels Standard (RFS2). This
standard requires the total volume of renewable transportation fuels (including ethanol and advanced biofuels) sold or introduced annually in the United
States to rise to 36 billion gallons by 2022. The requirements could reduce future demand for petroleum products and thereby have an indirect effect on
certain aspects of our business. For compliance years 2015, 2016, 2017 and 2018, the U.S. Environmental Protection Agency (EPA) reduced the
statutory volumes of advanced and total renewable fuels using authority granted to it under the EISA. The EPA’s actions pertaining to these compliance
years have been or, with respect to 2018, are expected to soon be, legally challenged.
Currently, various legislative and regulatory measures to address greenhouse gas (GHG) emissions (including carbon dioxide, methane and other gases)
are in various phases of discussion or implementation. These include existing requirements to report emissions of GHGs to the EPA, and proposed
federal legislation and regulation as well as state actions to develop statewide or regional programs, each of which require or could require reductions in
our GHG emissions or those of Phillips 66. In addition, the United Nations Framework Convention on Climate Change, commonly known as the Paris
Agreement, entered into force on November 4, 2016. The Paris Agreement could lead to further GHG emission reduction requirements. Requiring
reductions in GHG emissions could result in increased costs to (1) operate and maintain our facilities, (2) install new emission controls at our facilities
and (3) administer and manage any GHG emissions programs, including acquiring emission credits or allotments. These requirements may also impact
Phillips 66’s domestic refinery operations and may have an indirect effect on our business, financial condition and results of operations. In 2017,
however, the President of the United States announced his intention to withdraw the United States from the Paris Agreement.
In addition, the EPA has proposed and may adopt further regulations under the FCAA addressing GHGs, some of which may directly impact Phillips
66’s domestic refinery operations, while others, such as the EPA’s Clean Power Plan (CO 2 emission rules for existing fossil fuel-fired electric
generating units), may indirectly affect such operations. Both types of impacts may affect our business. Congress continues to consider legislation on
GHG emissions, which may include a delay in the implementation of GHG regulations by the EPA or a limitation on the EPA’s authority to regulate
GHGs, although the ultimate adoption and form of any federal legislation cannot presently be predicted. The impact of future regulatory and legislative
developments, if adopted or enacted, including any cap-and-trade program, is likely to result in
11
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Index to Financial Statements
increased compliance costs, increased utility costs, additional operating restrictions on our business, and an increase in the cost of products generally.
Although such costs may impact our business directly or indirectly by impacting Phillips 66’s facilities or operations, the extent and magnitude of that
impact cannot be reliably or accurately estimated due to the present uncertainty regarding the additional measures and how they will be implemented.
Waste Management and Related Liabilities
To some extent, the environmental laws and regulations affecting our operations relate to the release of hazardous substances or solid wastes into soils,
groundwater, and surface water, and include measures to control pollution of the environment. These laws generally regulate the generation, storage,
treatment, transportation, and disposal of solid and liquid hazardous waste. They also require corrective action, including investigation and remediation,
at a facility where such waste may have been released or disposed.
The Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), which is also known as Superfund, and comparable state
laws impose liability, without regard to fault or to the legality of the original conduct, on certain classes of persons that contributed to the release of a
“hazardous substance” into the environment. These persons include the former and present owner or operator of the site where the release occurred and
the transporters and generators of the hazardous substances found at the site. Under CERCLA, these persons may be subject to joint and several
liabilities for the costs of cleaning up the hazardous substances released into the environment, for damages to natural resources, and for the costs of
certain health studies. CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to the public health or the
environment and to seek to recover from the responsible classes of persons the costs they incur. It is not uncommon for neighboring landowners and
other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances or other pollutants released into the
environment. In the course of our ordinary operations, we generate waste that falls within CERCLA’s definition of a “hazardous substance,” and, as a
result, we may be jointly and severally liable under CERCLA for all or part of the costs required to clean up sites.
We also generate solid wastes, including hazardous wastes, that are subject to the requirements of the Resource Conservation and Recovery Act
(RCRA) and comparable state statutes. From time to time, the EPA considers the adoption of stricter disposal standards for non-hazardous wastes.
Hazardous wastes are subject to more rigorous and costly disposal requirements than are non-hazardous wastes. Any changes in the regulations could
increase our maintenance capital expenditures and operating expenses. We continue to seek methods to minimize the generation of hazardous wastes in
our operations.
We currently own and lease, and Phillips 66 has in the past owned and leased, properties where hydrocarbons are being handled or for many years have
been handled. Although we utilized operating and disposal practices that were standard in the industry at the time, hydrocarbons or other waste may
have been disposed of or released on or under the properties owned or leased by us or on or under other locations where these wastes have been
transported for disposal. In addition, many of these properties were operated by third parties whose treatment and disposal or release of hydrocarbons or
other wastes were not under our control. These properties and wastes disposed thereon may be subject to CERCLA, RCRA and analogous state laws.
Under these laws, we could be required to remove or remediate previously disposed wastes (including wastes disposed of or released by prior owners or
operators), to clean up contaminated property (including contaminated groundwater), or to perform remedial operations to prevent further
contamination.
Water
Our operations can result in the discharge of pollutants, including crude oil and petroleum products. Regulations under the Water Pollution Control Act
of 1972 (Clean Water Act), Oil Pollution Act of 1990 (OPA 90) and comparable state laws impose regulatory burdens on our operations. Spill
Prevention Control and Countermeasure (SPCC) requirements of federal laws and some state laws require containment to prevent or mitigate
contamination of navigable waters in the event of an oil overflow, rupture, or leak. For example, the Clean Water Act requires us to maintain SPCC
plans at many of our facilities. We maintain numerous discharge permits as required under the National Pollutant Discharge Elimination System
program of the Clean Water Act and have implemented systems to oversee our compliance efforts.
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Index to Financial Statements
In addition, the transportation and storage of crude oil and petroleum products over and adjacent to water involves risk and subjects us to the provisions
of OPA 90 and related state requirements. Among other requirements, OPA 90 requires the owner or operator of a vessel or a facility to maintain an
emergency plan to respond to releases of oil or hazardous substances. Also, in case of any such release, OPA 90 requires the responsible entity to pay
resulting removal costs and damages. OPA 90 also provides for civil penalties and imposes criminal sanctions for violations of its provisions. We
operate facilities at which releases of oil and hazardous substances could occur. We have implemented emergency spill response plans for all of our
components and facilities covered by OPA 90, and we have established SPCC plans for facilities subject to Clean Water Act SPCC requirements.
Construction or maintenance of our pipelines, terminals and storage facilities may impact wetlands, which are also regulated under the Clean Water Act
by the EPA and the United States Army Corps of Engineers. Regulatory requirements governing wetlands (including associated mitigation projects)
may result in the delay of our projects while we obtain necessary permits and may increase the cost of new projects and maintenance activities.
Workplace Safety
We are subject to requirements promulgated by OSHA and comparable state statutes that regulate the protection of the health and safety of workers. In
addition, the OSHA hazard communication standard requires that information be maintained about hazardous materials used or produced in our
operations and that this information be provided to employees, state and local government authorities and citizens. We believe our operations are in
substantial compliance with OSHA requirements, including general industry standards, record keeping requirements, and monitoring of occupational
exposure to regulated substances.
Endangered Species Act
The Endangered Species Act and its state law equivalents restrict activities that may affect endangered species or their habitats. While some of our
facilities are in areas that may be designated as habitats for endangered species, we believe we are in substantial compliance with the Endangered
Species Act. However, the discovery of previously unidentified endangered species could cause us to incur additional costs or become subject to
operating restrictions or bans in the affected area.
Hazardous Materials Transportation Requirements
The DOT regulations affecting pipeline safety require pipeline operators to implement measures designed to reduce the environmental impact of crude
oil and petroleum products discharge from onshore crude oil and petroleum product pipelines. These regulations require operators to maintain
comprehensive spill response plans, including extensive spill response training for pipeline personnel. In addition, the DOT regulations contain detailed
specifications for pipeline operation and maintenance. We believe our operations are in substantial compliance with these regulations. The DOT also
has a pipeline integrity management rule, with which we are in substantial compliance.
Indemnification and Excluded Liabilities
Under our amended omnibus agreement and pursuant to the terms of various agreements under which we acquired assets from Phillips 66, Phillips 66
will indemnify us, or assume responsibility, for certain environmental liabilities, tax liabilities, litigation and any other liabilities attributable to the
ownership or operation of the assets contributed to us and that arose prior to the effective date of each acquisition. These indemnifications and
exclusions from liability have, in some cases, time limits and deductibles. When Phillips 66 performs under any of these indemnifications or exclusions
from liability, we recognize non-cash expenses and associated non-cash capital contributions from our General Partner, as these are considered
liabilities paid for by a principal unitholder.
13
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Index to Financial Statements
GENERAL
Major Customer
Phillips 66 accounted for 95 percent , 95 percent , and 94 percent of our total operating revenues in the years ended December 31, 2017 , 2016 and 2015
, respectively. Through our wholly owned and joint-venture operations, we provide crude oil, refined petroleum products and NGL pipeline
transportation, terminaling and storage, and crude oil gathering, NGL fractionation, crude oil processing, and rail-unloading services to Phillips 66.
Seasonality
The volumes of crude oil, refined petroleum products and NGL transported in our wholly owned and joint-venture pipelines, stored in our terminals, rail
racks and storage facilities and processed through our fractionator and processing units are directly affected by the level of supply and demand for crude
oil, refined petroleum products and NGL in the markets served directly or indirectly by our assets. The effects of seasonality on our cash flows should
be substantially mitigated through the use of fee-based commercial agreements that include minimum volume commitments.
Pipeline Control Operations
Our wholly owned pipeline systems are operated from a central control room owned and operated by Phillips 66. The control center operates with a
supervisory control and data acquisition system equipped with computer systems designed to continuously monitor operational data. Monitored data
includes pressures, temperatures, gravities, flow rates and alarm conditions. The control center operates remote pumps, motors, and valves associated
with the receipt and delivery of crude oil and refined petroleum products, and provides for the remote-controlled shutdown of pump stations on the
pipeline systems. A fully functional back-up operations center is also maintained and routinely operated throughout the year to ensure safe and reliable
operations.
Employees
We are managed and operated by the executive officers of our General Partner with oversight provided by its Board of Directors. Neither we nor our
subsidiaries have any employees. Our General Partner has the sole responsibility for providing the employees and other personnel necessary to conduct
our operations. As of December 31, 2017 , Phillips 66 employed approximately 575 people who provided direct support for our operations.
Website Access to SEC Reports
Our Internet website address is http://www.phillips66partners.com . Information contained on our Internet website is not part of this Annual Report on
Form 10-K.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as any amendments and exhibits to
these reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available on our website,
free of charge, as soon as reasonably practicable after such reports are filed with, or furnished to, the Securities and Exchange Commission (the SEC).
Alternatively, you may access these reports at the SEC’s website at http://www.sec.gov . We also post on our website our beneficial ownership reports
filed by officers and directors of our General Partner, as well as principal security holders, under Section 16(a) of the Securities Exchange Act of 1934,
governance guidelines, audit and conflicts committee charters, code of business ethics and conduct, and information on how to contact our General
Partner’s Board of Directors.
14
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Index to Financial Statements
Item 1A. RISK FACTORS
You should carefully consider the risks described below with all of the other information included in this Annual Report on Form 10-K. Each of these
risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our
common units.
Risks Related to Our Business
Phillips
66
accounts
for
a
substantial
portion
of
our
revenue.
If
Phillips
66
changes
its
business
strategy
and
is
unable
to
satisfy
its
obligations
under
our
commercial
agreements
or
significantly
reduces
the
volumes
transported
through
our
pipelines
or
terminals
or
stored
at
our
storage
assets,
our
financial
condition,
results
of
operations,
cash
flows
and
ability
to
make
distributions
to
our
unitholders
would
be
materially
and
adversely
affected.
We derive a substantial portion of our revenue from multiple commercial agreements with Phillips 66. Any event that materially and adversely affects
Phillips 66’s financial condition, results of operations or cash flows may adversely affect our ability to sustain or increase cash distributions to our
unitholders. Accordingly, we are indirectly subject to the operational and business risks of Phillips 66, the most significant of which include the
following:
•
•
The effects of changing commodity prices and refining, marketing and petrochemical margins.
The ability of Phillips 66 to obtain credit and financing on acceptable terms in light of uncertainty and illiquidity in credit and capital markets,
which could also adversely affect the financial strength of business partners.
• A deterioration in Phillips 66’s credit profile could increase Phillips 66’s costs of borrowing money and limit Phillips 66’s access to the capital
markets and commercial credit, which could also trigger co-venturer rights under Phillips 66’s joint-venture arrangements.
•
•
•
•
•
•
•
•
•
The substantial capital expenditures and operating costs required to comply with existing and future environmental laws and regulations,
including climate change regulations, could impact or limit Phillips 66’s current business plans and reduce product demand.
The effects of domestic and worldwide political and economic developments could materially reduce Phillips 66’s profitability and cash flows.
Large capital projects can take many years to complete, and market conditions could significantly deteriorate between the project approval date
and the project startup date, negatively impacting Phillips 66’s project returns.
Investments in joint ventures decrease Phillips 66’s ability to manage risk and may adversely affect the distributions that Phillips 66 receives
from the joint ventures.
Significant losses resulting from the hazards and risks of operations may not be fully covered by insurance and could adversely affect Phillips
66’s operations and financial results.
Interruptions of supply and increased costs as a result of Phillips 66’s reliance on third-party transportation of crude oil, natural gas liquids
(NGL) and refined products.
Increased regulation of hydraulic fracturing could result in reductions or delays in domestic production of crude oil and natural gas, which
could adversely impact Phillips 66’s results of operations.
Competitors that produce their own supply of feedstocks, have more extensive retail outlets, or have greater financial resources may have a
competitive advantage over Phillips 66.
Potential losses from Phillips 66’s forward-contract and derivative transactions may have an adverse impact on its results of operations and
financial condition.
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Index to Financial Statements
• A significant interruption, including interruptions related to disruptions in information technology systems, in one or more of Phillips 66’s
facilities could adversely affect its business.
• Any decision by Phillips 66 to temporarily or permanently curtail or shut down operations at one or more of its domestic refineries or other
facilities and reduce or terminate its obligations under our commercial agreements.
•
Indemnification of ConocoPhillips by Phillips 66 for various matters that may arise related to Phillips 66’s separation from ConocoPhillips may
have an adverse impact on its results of operations and financial condition.
Phillips 66 is not obligated to use our services with respect to volumes of crude oil, NGL or products in excess of the minimum volume commitments
under its commercial agreements with us.
We
may
not
generate
sufficient
distributable
cash
flow
to
support
the
payment
of
the
minimum
quarterly
distribution
to
our
unitholders.
The amount of cash we can distribute to our unitholders principally depends upon the amount of cash we generate from our operations, as well as
distributions from our joint ventures, which will fluctuate from quarter to quarter based on, among other things:
•
•
•
The volume of NGL, crude oil and refined petroleum products we or our joint ventures transport and terminal, the volume of NGL we
fractionate, and the volume of crude oil residuals we process.
The rates with respect to volumes that we transport, store, terminal, process and fractionate.
Changes in revenue we realize under the loss allowance provisions of our regulated tariffs resulting from changes in underlying commodity
prices.
In addition, the actual amount of distributable cash flow we generate will also depend on other factors, some of which are beyond our control, including
but not limited to the following:
•
•
•
•
The amount of our operating expenses and general and administrative expenses, including reimbursements to Phillips 66, which are not subject
to any caps or other limits, in respect of those expenses.
Phillips 66’s application of any remaining credit amounts to any volumes handled by our assets after the expiration or termination of our
commercial agreements.
Phillips 66’s application of credit amounts under our throughput and deficiency agreements, which may be applied towards deficiency
payments in future periods.
The level of maintenance capital expenditures we make.
• Our debt service requirements and other liabilities.
• Our ability to borrow funds and access capital markets.
•
•
Restrictions contained in our revolving credit facility and other debt service requirements.
Changes in commodity prices.
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Index to Financial Statements
Phillips
66
may
suspend,
reduce
or
terminate
its
obligations
under
our
commercial
agreements,
which
could
have
a
material
adverse
effect
on
our
financial
condition,
results
of
operations,
cash
flows
and
ability
to
make
distributions
to
our
unitholders.
Our commercial agreements and operational services agreement with Phillips 66 include provisions that permit Phillips 66 to suspend, reduce or
terminate its obligations under the applicable agreement if certain events occur, such as Phillips 66’s determination to suspend refining operations at one
of its refineries with which any of our assets are associated, either permanently or indefinitely for a period that will continue for at least twelve months.
Under our commercial agreements, Phillips 66’s minimum volume commitments will cover less than 100 percent of the operating capacity of our
assets. Any such reduction, suspension or termination of Phillips 66’s obligations could have a material adverse effect on our financial condition, results
of operations, cash flows and ability to make distributions to our unitholders.
Certain
components
of
our
revenue
have
exposure
to
direct
commodity
price
risk.
We have exposure to direct commodity price risk through the loss allowance provisions of our regulated tariffs and the commodity imbalance
provisions of our commercial agreements. Any future losses due to our commodity price risk exposure could adversely affect our results of operations
and financial condition and our ability in the future to make distributions to our unitholders. See Item 7A. Quantitative and Qualitative Disclosures
About Market Risk, for more information.
Our
operations
and
Phillips
66’s
refining
operations
are
subject
to
many
risks
and
operational
hazards,
some
of
which
may
result
in
business
interruptions
and
shutdowns
of
our
or
Phillips
66’s
facilities
and
damages
for
which
we
may
not
be
fully
covered
by
insurance.
If
a
significant
accident
or
event
occurs
that
results
in
a
business
interruption
or
shutdown
for
which
we
are
not
adequately
insured,
our
operations
and
financial
results
could
be
materially
and
adversely
affected.
Our operations are subject to all of the risks and operational hazards inherent in processing, fractionating, transporting, terminaling and storing crude
oil, NGL and refined petroleum products, including:
• Damages to pipelines, terminals and facilities, related equipment and surrounding properties caused by earthquakes, tornados, hurricanes,
floods, fires, severe weather, explosions and other natural disasters and acts of terrorism.
• Maintenance, repairs, or mechanical or structural failures at our or Phillips 66’s facilities or at third-party facilities on which our or Phillips
66’s operations are dependent, including electrical shortages, power disruptions and power grid failures.
• Damages to and loss of availability of interconnecting third-party pipelines, terminals and other means of delivering crude oil, feedstocks, NGL
and refined petroleum products.
• Disruption or failure of information technology systems and network infrastructure due to various causes, including unauthorized access or
attack.
Curtailments of operations due to severe seasonal weather.
Riots, strikes, lockouts or other industrial disturbances.
Inadvertent damage to pipelines from construction, farm and utility equipment.
•
•
•
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Index to Financial Statements
These risks could result in substantial losses due to personal injury and/or loss of life, severe damage to and destruction of property and equipment and
pollution or other environmental damage, as well as business interruptions or shutdowns of our facilities. Any such event or unplanned shutdown could
have a material adverse effect on our business, financial condition and results of operations. In addition, Phillips 66’s refining operations, on which our
operations are substantially dependent, are subject to similar operational hazards and risks inherent in refining crude oil. A serious accident at our
facilities or at Phillips 66’s facilities could result in serious injury or death to employees or contractors working at those facilities could expose us to
significant liability for personal injury claims and reputational risk. We have no control over the operations at Phillips 66’s refineries and their
associated facilities.
We do not maintain insurance coverage against all potential losses and could suffer losses for uninsurable or uninsured risks or in amounts in excess of
existing insurance coverage. We carry separate policies for certain property damage, business interruption and third-party liabilities, which includes
pollution liabilities, and are also insured under certain of Phillips 66’s liability policies and are subject to Phillips 66’s policy limits under these policies.
The occurrence of an event that is not fully covered by insurance or failure by one or more insurers to honor its coverage commitments for an insured
event could have a material adverse effect on our business, financial condition and results of operations.
If
we
are
unable
to
make
acquisitions
on
economically
acceptable
terms
from
Phillips
66
or
third
parties,
our
future
growth
could
be
limited,
and
any
acquisitions
we
may
make
may
reduce,
rather
than
increase,
our
cash
flows
and
ability
to
make
distributions
to
our
unitholders.
A portion of our strategy to grow our business and increase distributions to our unitholders is dependent on our ability to make acquisitions that result in
an increase in distributable cash flow per unit. The acquisition component of our growth strategy is based, in large part, on our expectation of ongoing
divestitures of transportation and storage assets by industry participants, including Phillips 66.
If we are unable to make acquisitions from Phillips 66 or third parties because (1) there is a material decrease in divestitures of transportation and
storage assets, (2) we are unable to identify attractive acquisition candidates or negotiate acceptable purchase contracts, (3) we are unable to obtain
financing for these acquisitions on economically acceptable terms, (4) we are outbid by competitors or (5) for any other reason, our future growth and
ability to increase distributions will be limited. Furthermore, even if we do consummate acquisitions that we believe will be accretive, they may in fact
result in a decrease in distributable cash flow per unit as a result of incorrect assumptions in our evaluation of such acquisitions or unforeseen
consequences or other external events beyond our control. If we consummate any future acquisitions, unitholders will not have the opportunity to
evaluate the economic, financial and other relevant information that we will consider in evaluating any such acquisitions.
Failure
to
successfully
combine
our
business
with
assets
or
businesses
we
acquire
in
executing
our
growth
strategy
or
an
inaccurate
estimate
by
us
of
the
benefits
to
be
realized
from
any
such
acquisition,
may
adversely
affect
our
future
results.
Any acquisition of assets or businesses involves potential risks, including:
•
•
•
•
•
•
The failure to realize expected profitability, growth or accretion.
Environmental or regulatory compliance matters or liabilities.
Title or permit issues.
The diversion of management's attention from our existing businesses.
The incurrence of significant charges, such as impairment of goodwill, or property, plant and equipment or restructuring charges.
The incurrence of unanticipated liabilities and costs for which indemnification is unavailable or inadequate.
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The expected benefits from an acquisition may not be realized if our estimates of the potential net cash flows associated with the acquisition are
materially inaccurate or if we fail to identify operating problems or liabilities associated with the acquisition. The accuracy of our estimates of the
potential net cash flows attributable to an acquisition is inherently uncertain. If problems are identified after closing of an acquisition, we may have
limited recourse against the seller.
If any of these risks or unanticipated liabilities or costs were to materialize, any desired benefits from an acquisition may not be fully realized, if at all,
and our future financial performance, results of operations and cash available for distribution could be negatively impacted.
Our
expansion
of
existing
assets
and
construction
of
new
assets
may
not
result
in
revenue
increases
and
will
be
subject
to
regulatory,
environmental,
political,
legal
and
economic
risks,
which
could
adversely
affect
our
results
of
operations,
financial
condition
or
our
ability
to
make
distributions
to
our
unitholders.
In order to optimize our existing asset base, we intend to evaluate and capitalize on organic opportunities for expansion projects in order to increase
revenue on our pipeline, terminal, fractionation, processing and storage systems. The expansion of an existing pipeline, terminal, fractionation,
processing or storage facility, such as by adding horsepower, pump stations or loading/unloading racks, or the construction of a new pipeline, terminal,
fractionator, processing or storage asset, involves numerous regulatory, environmental, political and legal uncertainties, most of which are beyond our
control. If we undertake these projects, they may not be completed on schedule, at the budgeted cost, or at all. Moreover, we may not receive sufficient
long-term contractual commitments from customers to provide the revenue needed to support such projects, and we may be unable to negotiate
acceptable interconnection agreements with third-party pipelines to provide destinations for increased throughput. Even if we receive such
commitments or make such interconnections, we may not realize an increase in revenue for an extended period of time. As a result, new facilities may
not be able to attract enough throughput to achieve our expected investment return, which could materially and adversely affect our results of operations
and financial condition and our ability in the future to make distributions to our unitholders.
Our
investments
in
joint
ventures
involve
numerous
risks
that
may
affect
the
ability
of
these
joint
ventures
to
make
distributions
to
us.
We conduct some of our operations through joint ventures in which we share control with our joint-venture participants. Our joint-venture participants
may have economic, business or legal interests or goals that are inconsistent with ours, or those of the joint venture, or our joint-venture participants
may be unable to meet their economic or other obligations, and we may be required to fulfill those obligations alone. Failure by us, or an entity in
which we have a joint-venture interest, to adequately manage the risks associated with any acquisitions or joint ventures could have a material adverse
effect on the financial condition or results of operations of our joint ventures and, in turn, our business and operations. In addition, should any of these
risks materialize, it could have a material adverse effect on the ability of the venture to make future distributions to us.
We
do
not
own
all
of
the
land
on
which
our
operations
are
located,
which
could
result
in
disruptions
to
our
operations.
We do not own all of the land on which our operations are located, and therefore, we are subject to the possibility of more onerous terms and increased
costs to retain necessary land use if we do not have valid leases or rights-of-way or if such rights-of-way lapse or terminate. We obtain the rights to
construct and operate our pipelines on land owned by third parties and governmental agencies, and some of our agreements may grant us those rights
for only a specific period of time. Our loss of these rights, through our inability to renew right-of-way contracts or otherwise, could have a material
adverse effect on our business, results of operations, financial condition and ability to make cash distributions to our unitholders.
19
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Restrictions
in
our
revolving
credit
facility
and
senior
note
indentures
could
adversely
affect
our
business,
financial
condition,
results
of
operations,
ability
to
make
cash
distributions
to
our
unitholders
and
the
value
of
our
units.
We depend on the earnings and cash flows generated by our operations in order to meet any debt service obligations and to make cash distributions to
our unitholders. The operating and financial restrictions and covenants in our revolving credit facility, senior note indentures and any other financing
agreements could restrict our ability to finance our future operations or capital needs or to expand or pursue our business activities, which may, in turn,
limit our ability to make cash distributions to our unitholders.
The provisions of our revolving credit facility and senior note indentures could affect our ability to obtain future financing and pursue attractive
business opportunities and our flexibility in planning for, and reacting to, changes in business conditions. In addition, a failure to comply with the
provisions of our revolving credit facility could result in an event of default that would enable our lenders to terminate their commitments and declare
any outstanding principal of that debt, together with accrued interest, to be immediately due and payable. If the payment of our debt is accelerated,
defaults under our senior note indentures and other debt instruments, if any, may be triggered. If triggered, our assets may be insufficient to repay such
debt in full, and the holders of our units could experience a partial or total loss of their investment. See Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations—Capital Resources and Liquidity, for additional information about our revolving credit facility.
Our
assets
and
operations
are
subject
to
federal,
state
and
local
laws
and
regulations
relating
to
environmental
protection
and
safety,
including
spills,
releases,
and
pipeline
integrity,
any
of
which
could
require
us
to
make
substantial
expenditures.
Our assets and operations involve the transportation of crude oil, NGL and refined petroleum products, which are subject to increasingly stringent
federal, state and local laws and regulations related to protection of the environment. These regulations have raised operating costs for the crude oil,
NGL and refined petroleum products industry and compliance with such laws and regulations may cause us and Phillips 66 to incur potentially material
capital expenditures.
Transportation of crude oil, NGL and refined petroleum products involves inherent risks of spills and releases from our facilities, and can subject us to
various federal and state laws governing spills and releases, including reporting and remediation obligations. The costs associated with such obligations
can be substantial, as can costs associated with related enforcement matters, including possible fines and penalties. Transportation of such products over
water or proximate to navigable water bodies involves inherent risks and could subject us to the provisions of the OPA 90 and similar state
environmental laws should a spill occur from our pipelines. We and Phillips 66 have contracted with various spill response service companies in the
areas in which we transport or store crude oil and refined petroleum products; however, these companies may not be able to adequately contain a “worst
case discharge” in all instances, and we cannot ensure that all of their services would be available at any given time. In these and other cases, we may be
subject to liability in connection with the discharge of crude oil or petroleum products into navigable waters. We could incur potentially significant
additional expenses should we determine that any of our assets are not in compliance with applicable laws and regulations. Our failure to comply with
these or any other environmental, safety or pipeline-related regulations could result in the assessment of administrative, civil, or criminal penalties, the
imposition of investigatory and remedial liabilities, and the issuance of injunctions that may subject us to additional operational constraints. Any such
penalties or liability could have a material adverse effect on our business, financial condition, or results of operations. Even if we are insured or
indemnified against such risks, we may be responsible for costs or penalties to the extent our insurers or indemnitors do not fulfill their obligations to
us. See Items 1 and 2. Business and Properties—Environmental Regulations and Items 1 and 2. Business and Properties—Rates and Safety Regulations
—Pipeline Safety, for additional information.
Evolving
environmental
laws
and
regulations
on
climate
change
could
adversely
affect
our
financial
performance.
Potential additional laws and regulations regarding climate change could affect our operations. Currently, various U.S. legislative and regulatory
agencies and bodies are considering various measures in regard to GHG emissions. These measures include EPA programs to control GHG emissions
and state actions to develop statewide or regional programs, each of which could impose reductions in GHG emissions. These actions could result in
increased (1) costs to operate and maintain our facilities, (2) capital expenditures to install new emission controls on our facilities and (3) costs to
administer and manage any potential GHG emissions regulations or carbon trading or tax programs. These actions could
20
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Index to Financial Statements
also have an indirect adverse effect on our business if Phillips 66’s refinery operations are adversely affected due to increased regulation of Phillips 66’s
facilities or reduced demand for crude oil, refined petroleum products and NGL, and a direct adverse effect on our business from increased regulation of
our facilities. See Items 1 and 2. Business and Properties—Environmental Regulations—Air Emissions and Climate Change, for additional information.
Climate
change
may
adversely
affect
our
facilities
and
our
ongoing
operations.
The potential physical effects of climate change on our operations are highly uncertain and depend upon the unique geographic and environmental
factors present. Examples of such effects include rising sea levels at our coastal facilities, changing storm patterns and intensities, and changing
temperature levels. As many of our facilities are located near coastal areas or serve refineries in coastal areas, rising sea levels may disrupt our ability to
transport crude oil and refined petroleum products. Extended periods of such disruption could have an adverse effect on our results of operations.
Similar potential physical effects, impacts and disruptions could affect facilities and operations of Phillips 66, with which our facilities and operations
are connected.
We
may
be
unable
to
obtain
or
renew
permits
necessary
for
our
operations,
which
could
inhibit
our
ability
to
do
business.
Our facilities operate under a number of federal and state permits, licenses and approvals with terms and conditions containing a significant number of
prescriptive limits and performance standards in order to operate. All of these permits, licenses, approval limits and standards require a significant
amount of monitoring, record keeping and reporting in order to demonstrate compliance with the underlying permit, license, approval limit or standard.
Noncompliance or incomplete documentation of our compliance status may result in the imposition of fines, penalties and injunctive relief. A decision
by a government agency to deny or delay issuing a new or renewed material permit or approval, or to revoke or substantially modify an existing permit
or approval, could have a material adverse effect on our ability to continue operations and on our financial condition, results of operations and cash
flows.
Evolving
environmental
laws
and
regulations
on
hydraulic
fracturing
could
have
an
indirect
effect
on
our
financial
performance.
Hydraulic fracturing is a common practice used to stimulate production of crude oil and/or natural gas from dense subsurface rock formations, and
presently, is primarily regulated by state agencies. However, Congress has historically and may in the future consider legislation to regulate hydraulic
fracturing by federal agencies. Many states have already adopted laws and/or regulations that require disclosure of the chemicals used in hydraulic
fracturing and are considering legal requirements that could impose more stringent permitting, disclosure and well construction requirements on oil
and/or natural gas drilling activities. The EPA also has adopted regulations requiring “green completions” of hydraulically fractured wells and is
moving forward with, among other things, various regulations relating to certain emission requirements for some midstream equipment. We do not
believe these new regulations will have a direct effect on our operations. If new or more stringent federal, state or local legal restrictions relating to such
drilling activities or to the hydraulic fracturing process are adopted in areas where producers of product we ship operate, those producers could incur
potentially significant added costs to comply with such requirements and experience delays or curtailment in the pursuit of production or development
activities. The producers’ added costs or delays could reduce demand for our transportation and midstream services.
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Index to Financial Statements
New
and
proposed
regulations
governing
fuel
efficiency
and
renewable
fuels
could
have
an
indirect
but
material
adverse
effect
on
our
business.
Increases in fuel mileage standards and the increased use of renewable fuels could decrease demand for refined petroleum products, which could have
an indirect, but material, adverse effect on our business, financial condition and results of operations. For example, in 2007, Congress passed the EISA,
which, among other things, sets a target of 35 miles per gallon for the combined fleet of cars and light trucks in the United States by model year 2020,
and contains RFS2. In August 2012, the National Highway Traffic Safety Administration enacted regulations establishing an average industry fleet fuel
economy standard of 54.5 miles per gallon by 2025. RFS2 presents production and logistics challenges for both the renewable fuels and petroleum
refining industries. RFS2 has required, and may in the future continue to require, additional capital expenditures or expenses by Phillips 66 to
accommodate increased renewable fuels use. Phillips 66 may experience a decrease in demand for refined petroleum products due to an increase in
combined fleet mileage or due to refined petroleum products being replaced by renewable fuels.
Many
of
our
assets
have
been
in
service
for
many
years
and
require
significant
expenditures
to
maintain
them.
As
a
result,
our
maintenance
or
repair
costs
may
increase
in
the
future.
Our pipelines, terminals, fractionator, processing and storage assets are generally long-lived assets, and many of them have been in service for many
years. The age and condition of our assets could result in increased maintenance or repair expenditures in the future. Any significant increase in these
expenditures could adversely affect our results of operations, financial position or cash flows, as well as our ability to make cash distributions to our
unitholders.
Terrorist
attacks
and
threats,
cyber
attacks,
or
escalation
of
military
activity
in
response
to
these
attacks
could
have
a
material
adverse
effect
on
our
business,
financial
condition
or
results
of
operations.
Terrorist attacks and threats, cyber attacks, or escalation of military activity in response to these attacks may have significant effects on general
economic conditions, fluctuations in consumer confidence and spending and market liquidity, each of which could materially and adversely affect our
business. Strategic targets, such as energy-related assets and transportation assets, may be at greater risk of future terrorist or cyber attacks than other
targets in the United States.
Additionally, we rely on the information technology infrastructure of Phillips 66 to conduct our operations. The systems and networks we rely on, as
well as those of our vendors and counterparties, may become the target of cyber attacks or information security breaches, which in turn could result in
the unauthorized release and misuse of confidential or proprietary information as well as disrupt our operations or damage our facilities. Additionally,
as cyber incidents continue to evolve and escalate, we may be required to reimburse Phillips 66 for additional costs incurred associated with the
modification or enhancement of systems or networks that directly serve our operations in order to prevent or remediate such attacks. We do not
maintain specialized insurance for possible liability or loss resulting from a cyber attack on our assets that may shut down all or part of our business. It
is possible that any of these occurrences, or a combination of them, could have a material adverse effect on our business, financial condition and results
of operations.
We
may
incur
greater
than
anticipated
costs
and
liabilities
in
order
to
comply
with
safety
regulations,
including
pipeline
integrity
management
program
testing
and
related
repairs.
The DOT, through its PHMSA, has adopted regulations requiring, among other things, pipeline operators to develop integrity management programs for
transmission pipelines located where a leak or rupture could harm HCAs. The regulations require operators, including us, to, among other matters,
perform ongoing assessments of pipeline integrity; repair and remediate pipelines as necessary; and implement preventative and mitigating actions.
PHMSA is considering whether to revise the integrity management requirements or to include additional pipelines in HCAs, which could have a
material adverse effect on our operations and costs of transportation services.
22
Table of Contents
Index to Financial Statements
Although some of our facilities fall within a class that is currently not subject to these requirements, we may incur significant costs and liabilities
associated with repair, remediation, preventative or mitigation measures associated with our non-exempt pipelines. We have not estimated the costs for
any repair, remediation, preventative or mitigating actions that may be determined to be necessary as a result of the testing program, which could be
substantial, or any lost cash flows resulting from shutting down our pipelines during the pendency of such repairs. Additionally, should we fail to
comply with the DOT or comparable state regulations, we could be subject to penalties and fines.
The
tariff
rates
of
our
regulated
assets
are
subject
to
review
and
possible
adjustment
by
federal
and
state
regulators,
which
could
adversely
affect
our
revenue
and
our
ability
to
make
distributions
to
our
unitholders.
Certain of our pipelines provide interstate service that is subject to regulation by FERC. FERC uses prescribed rate methodologies to develop regulated
tariff rates for interstate oil and product pipelines. Our tariff rates approved by FERC may not recover all of our costs of providing services. In addition,
these methodologies and changes to FERC’s approved rate methodologies, or challenges to our application of an approved methodology, could also
adversely affect our rates.
Shippers may protest (and FERC may investigate) the lawfulness of new or changed tariff rates. FERC can suspend those tariff rates for up to seven
months and can also require refunds of amounts collected pursuant to rates that are ultimately found to be unlawful and prescribe new rates
prospectively. FERC and interested parties can also challenge tariff rates that have become final and effective. Under our existing commercial
agreements, Phillips 66 has agreed not to challenge, or to cause others to challenge or assist others in challenging, our tariff rates in effect during the
term of the agreements, except to the extent changes to the base tariff rate are inconsistent with FERC’s indexing methodology or other rate changing
methodologies. This agreement does not prevent other shippers or interested persons from challenging our tariffs, including our tariff rates and
proration rules. Due to the complexity of rate making, the lawfulness of any rate is never assured. A successful challenge of our rates could adversely
affect our revenues and our ability to make distributions to our unitholders.
Our pipelines are common carriers and, as a consequence, we may be required to provide service to customers with credit and other performance
characteristics with whom we would choose not to do business if permitted to do so.
Certain of our pipelines provide intrastate service that is subject to regulation by various state agencies. These state agencies could limit our ability to
increase our rates or to set rates based on our costs or could order us to reduce our rates and could require the payment of refunds to shippers. Such
regulation or a successful challenge to our intrastate pipeline rates could adversely affect our financial position, cash flows or results of operations. See
Items 1 and 2. Business and Properties—Rates and Safety Regulations, for additional information.
Risks Inherent in an Investment in Us
Our
General
Partner
and
its
affiliates,
including
Phillips
66,
have
conflicts
of
interest
with
us
and
limited
fiduciary
duties
to
us
and
our
unitholders,
and
they
may
favor
their
own
interests
to
our
detriment
and
that
of
our
unitholders.
Additionally,
we
have
no
control
over
the
business
decisions
and
operations
of
Phillips
66,
and
Phillips
66
is
under
no
obligation
to
adopt
a
business
strategy
that
favors
us.
As of December 31, 2017, Phillips 66 owned, through Phillips 66 PDI, a 2 percent general partner interest and a 55 percent limited partner interest in us
and owned and controlled our General Partner. Additionally, Phillips 66 continues to own a 50 percent equity interest in DCP Midstream, LLC (DCP
Midstream), and a 50 percent equity interest in Chevron Phillips Chemical Company LLC (CPChem). Although our General Partner has a duty to
manage us in a manner that is in the best interests of our partnership and our unitholders, the directors and officers of our General Partner also have a
duty to manage our General Partner in a manner that is in the best interests of its owner, Phillips 66. Conflicts of interest may arise between Phillips 66
and its affiliates, including our General Partner, on the one hand, and us and our unitholders, on the other hand. In resolving these conflicts, our General
Partner may favor its own interests and the interests of its affiliates, including Phillips 66, over the interests of our common unitholders. These conflicts
include, among others, the following:
23
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Index to Financial Statements
• Neither our partnership agreement nor any other agreement requires Phillips 66 to pursue a business strategy that favors us or utilizes our
assets. For example, Phillips 66 could decide to increase or decrease refinery production, shut down or reconfigure a refinery, pursue and grow
particular markets, or undertake acquisition or disposition opportunities, all without regard for the decisions’ impact on us. Phillips 66’s
directors and officers have a fiduciary duty to make these decisions in the best interests of the stockholders of Phillips 66.
•
•
Phillips 66, as our primary customer, has an economic incentive to cause us to not seek higher tariff rates, even if such higher rates or fees
would reflect rates and fees that could be obtained in arm’s length, third-party transactions.
Phillips 66 may be constrained by the terms of its debt instruments from taking actions, or refraining from taking actions, that may be in our
best interests.
• Our partnership agreement replaces the fiduciary duties that would otherwise be owed by our General Partner with contractual standards
governing its duties, limiting our General Partner’s liabilities and restricting the remedies available to our unitholders for actions that, without
the limitations, might constitute breaches of fiduciary duty.
•
Except in limited circumstances, our General Partner has the power and authority to conduct our business without unitholder approval.
• Our General Partner will determine the amount and timing of asset acquisitions and sales, borrowings, issuance of additional partnership
securities and the creation, reduction or increase of cash reserves, each of which can affect the amount of cash that is distributed to our
unitholders.
• Our General Partner will determine the amount and timing of many of our cash expenditures and whether a cash expenditure is classified as an
expansion capital expenditure, which would not reduce operating surplus, or a maintenance capital expenditure, which would reduce our
operating surplus. This determination can affect the amount of available cash from operating surplus that is distributed to our unitholders and to
our General Partner and the amount of adjusted operating surplus generated in any given period.
• Our General Partner will determine which costs incurred by it are reimbursable by us.
• Our General Partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the
borrowing is to make incentive distributions.
• Our partnership agreement permits us to classify up to $60 million as operating surplus, even if it is generated from asset sales, non-working
capital borrowings or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions to our General
Partner in respect of the general partner interest or the incentive distribution rights.
• Our partnership agreement does not restrict our General Partner from causing us to pay it or its affiliates for any services rendered to us or
entering into additional contractual arrangements with any of these entities on our behalf.
• Our General Partner intends to limit its liability regarding our contractual and other obligations.
• Our General Partner may exercise its right to call and purchase all of the common units not owned by it and its affiliates if it and its affiliates
own more than 80 percent of the common units.
• Our General Partner controls the enforcement of obligations owed to us by our General Partner and its affiliates, including our commercial
agreements with Phillips 66.
• Our General Partner decides whether to retain separate counsel, accountants or others to perform services for us.
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Index to Financial Statements
• Our General Partner may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to
our General Partner’s incentive distribution rights without the approval of the conflicts committee of the Board of Directors of our General
Partner, which we refer to as our Conflicts Committee, or our unitholders. This election may result in lower distributions to our common
unitholders in certain situations.
Under the terms of our partnership agreement, the doctrine of corporate opportunity, or any analogous doctrine, does not apply to our General Partner or
any of its affiliates, including its executive officers, directors and owners. Any such person or entity that becomes aware of a potential transaction,
agreement, arrangement or other matter that may be an opportunity for us will not have any duty to communicate or offer such opportunity to us. Any
such person or entity will not be liable to us or to any limited partner for breach of any fiduciary duty or other duty by reason of the fact that such
person or entity pursues or acquires such opportunity for itself, directs such opportunity to another person or entity or does not communicate such
opportunity or information to us. This may create actual and potential conflicts of interest between us and affiliates of our General Partner and result in
less than favorable treatment of us and our unitholders.
Our
partnership
agreement
requires
that
we
distribute
all
of
our
available
cash,
which
could
limit
our
ability
to
grow
and
make
acquisitions.
Our partnership agreement requires that we distribute all of our available cash to our unitholders. As a result, we expect to primarily rely upon external
financing sources, including related-party financing from Phillips 66, borrowings under our revolving credit facility and future issuances of equity and
debt securities, to fund our acquisitions and expansion capital expenditures. Therefore, to the extent we are unable to finance our growth externally, our
cash distribution policy may significantly impair our ability to grow. In addition, because we will distribute all of our available cash, our growth may
not be as fast as that of businesses that reinvest their available cash to expand ongoing operations. To the extent we issue additional units in connection
with any acquisitions or expansion capital expenditures, the payment of distributions on those additional units may increase the risk that we will be
unable to maintain or increase our per unit distribution level. There are no limitations in our partnership agreement on our ability to issue additional
units, including units ranking senior to our common units as to distributions or in liquidation or that have special voting rights and other rights, and our
unitholders will have no preemptive or other rights (solely as a result of their status as unitholders) to purchase any such additional units. The incurrence
of additional commercial borrowings or other debt to finance our growth strategy would result in increased interest expense, which, in turn, may reduce
the amount of cash that we have available to distribute to our unitholders.
Our
partnership
agreement
replaces
our
General
Partner’s
fiduciary
duties
to
holders
of
our
common
units
with
contractual
standards
governing
its
duties.
Delaware law provides that Delaware limited partnerships may, in their partnership agreements, expand, restrict or eliminate the fiduciary duties
otherwise owed by the general partner to limited partners and the partnership, provided that partnership agreements may not eliminate the implied
contractual covenant of good faith and fair dealing. This implied covenant is a judicial doctrine utilized by Delaware courts in connection with
interpreting ambiguities in partnership agreements and other contracts, and does not form the basis of any separate or independent fiduciary duty in
addition to the express contractual duties set forth in our partnership agreement. Under the implied contractual covenant of good faith and fair dealing, a
court will enforce the reasonable expectations of the partners where the language in the partnership agreement does not provide for a clear course of
action.
As permitted by Delaware law, our partnership agreement contains provisions that eliminate the fiduciary standards to which our General Partner would
otherwise be held by state fiduciary duty law and replaces those duties with several different contractual standards. For example, our partnership
agreement permits our General Partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our General Partner,
free of any duties to us and our unitholders other than the implied contractual covenant of good faith and fair dealing. This provision entitles our
General Partner to consider only the interests and factors that it desires and relieves it of any duty or obligation to give any consideration to any interest
of, or factors affecting, us, our affiliates or our limited partners. By purchasing a common unit, a unitholder is treated as having consented to the
provisions in our partnership agreement, including the provisions discussed above.
25
Table of Contents
Index to Financial Statements
Our
partnership
agreement
restricts
the
remedies
available
to
holders
of
our
common
units
for
actions
taken
by
our
General
Partner
that
might
otherwise
constitute
breaches
of
fiduciary
duty.
Our partnership agreement contains provisions that restrict the remedies available to unitholders for actions taken by our General Partner that might
otherwise constitute breaches of fiduciary duty under state fiduciary duty law. For example, our partnership agreement:
•
•
•
•
Provides that whenever our General Partner makes a determination or takes, or declines to take, any other action in its capacity as our General
Partner, our General Partner is required to make such determination, or take or decline to take such other action, in good faith, meaning that it
subjectively believed that the determination or the decision to take or decline to take such action was in the best interests of the partnership, and
will not be subject to any other or different standard imposed by our partnership agreement, Delaware law, or any other law, rule or regulation,
or at equity.
Provides that our General Partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so
long as it acted in good faith.
Provides that our General Partner and its officers and directors will not be liable for monetary damages to us or our limited partners resulting
from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining
that our General Partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the
case of a criminal matter, acted with knowledge that the conduct was criminal.
Provides that our General Partner will not be in breach of its obligations under our partnership agreement or its fiduciary duties to us or our
limited partners if a transaction with an affiliate or the resolution of a conflict of interest is approved in accordance with, or otherwise meets the
standards set forth in, our partnership agreement.
In connection with a situation involving a transaction with an affiliate or a conflict of interest, our partnership agreement provides that any
determination by our General Partner must be made in good faith, and that our Conflicts Committee and the Board of Directors of our General Partner
are entitled to a presumption that they acted in good faith. In any proceeding brought by or on behalf of any limited partner or the partnership, the
person bringing or prosecuting such proceeding will have the burden of overcoming such presumption.
If
you
are
not
both
a
citizenship
eligible
holder
and
a
rate
eligible
holder,
your
common
units
may
be
subject
to
redemption.
In order to avoid (1) any material adverse effect on the maximum applicable rates that can be charged to customers by our subsidiaries on assets that are
subject to rate regulation by FERC or any analogous regulatory body, and (2) any substantial risk of cancellation or forfeiture of any property, including
any governmental permit, endorsement or other authorization, in which we have an interest, we have adopted certain requirements regarding those
investors who may own our common units. Citizenship eligible holders are individuals or entities whose nationality, citizenship or other related status
does not create a substantial risk of cancellation or forfeiture of any property, including any governmental permit, endorsement or authorization, in
which we have an interest, and will generally include individuals and entities who are U.S. citizens. Rate eligible holders are individuals or entities
subject to U.S. federal income taxation on the income generated by us or entities not subject to U.S. federal income taxation on the income generated by
us, so long as all of the entity’s owners are subject to such taxation. If you are not a person who meets the requirements to be a citizenship eligible
holder and a rate eligible holder, you run the risk of having your units redeemed by us at the market price as of the date three days before the date the
notice of redemption is mailed. The redemption price will be paid in cash or by delivery of a promissory note, as determined by our General Partner. In
addition, if you are not a person who meets the requirements to be a citizenship eligible holder, you will not be entitled to voting rights.
26
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Index to Financial Statements
Cost
reimbursements,
which
will
be
determined
in
our
General
Partner’s
sole
discretion,
and
fees
due
to
our
General
Partner
and
its
affiliates
for
services
provided
will
be
substantial
and
will
reduce
the
amount
of
cash
we
have
available
for
distribution
to
our
unitholders.
Under our partnership agreement, we are required to reimburse our General Partner and its affiliates for all costs and expenses that they incur on our
behalf for managing and controlling our business and operations. Except to the extent specified under our amended omnibus agreement, amended and
restated operational services agreement and tax sharing agreement, our General Partner determines the amount of these expenses. Under the terms of the
amended omnibus agreement we will be required to reimburse Phillips 66 for the provision of certain operational and administrative support services to
us. Under our amended and restated operational services agreement, we will be required to reimburse Phillips 66 for the provision of certain
maintenance, operating, administrative and construction services in support of our operations. Under our tax sharing agreement, we will reimburse
Phillips 66 for our share of state and local income and other taxes incurred by Phillips 66 as a result of our results of operations being included in a
combined or consolidated tax return filed by Phillips 66. Our General Partner and its affiliates also may provide us other services for which we will be
charged fees as determined by our General Partner. The costs and expenses for which we are required to reimburse our General Partner and its affiliates
are not subject to any caps or other limits. Payments to our General Partner and its affiliates will be substantial and will reduce the amount of cash we
have available to distribute to unitholders.
Unitholders
have
very
limited
voting
rights
and,
even
if
they
are
dissatisfied,
they
cannot
remove
our
General
Partner
without
its
consent.
Unlike the holders of common stock in a corporation, unitholders have only limited voting rights on matters affecting our business and, therefore,
limited ability to influence management’s decisions regarding our business. For example, unlike holders of stock in a public corporation, unitholders
will not have “say-on-pay” advisory voting rights. Unitholders did not elect our General Partner or the Board of Directors of our General Partner and
will have no right to elect our General Partner or the Board of Directors of our General Partner on an annual or other continuing basis. The Board of
Directors of our General Partner is chosen by the member of our General Partner, which is a wholly owned subsidiary of Phillips 66. Furthermore, if the
unitholders are dissatisfied with the performance of our General Partner, they have little ability to remove our General Partner. As a result of these
limitations, the price at which our common units trade could be diminished because of the absence or reduction of a takeover premium in the trading
price.
The unitholders are unable initially to remove our General Partner without its consent because our General Partner and its affiliates own sufficient units
to be able to prevent its removal. The vote of the holders of at least 66 2/3 percent of all outstanding common units and Series A preferred units (on an
as-converted basis) voting as a single class is required to remove our General Partner. As of December 31, 2017, our General Partner and its affiliates
owned approximately 51 percent of our total outstanding common units and Series A preferred units (on an as-converted basis) in aggregate.
Unitholders’ voting rights are further restricted by the partnership agreement provision providing that any units held by a person that owns 20 percent or
more of any class of units then outstanding, other than our General Partner, its affiliates, their transferees, and persons who acquired such units with the
prior approval of the Board of Directors of our General Partner, cannot vote on any matter.
Our partnership agreement also contains provisions limiting the ability of unitholders to call meetings or to acquire information about our operations, as
well as other provisions limiting the unitholders’ ability to influence the manner or direction of management.
Our
General
Partner
units
or
the
control
of
our
General
Partner
may
be
transferred
to
a
third
party
without
unitholder
consent.
Our General Partner may transfer its general partner units to a third party in a merger or in a sale of all or substantially all of its assets without the
consent of the unitholders. Furthermore, there is no restriction in our partnership agreement on the ability of Phillips 66 to transfer its membership
interest in our General Partner to a third party. The new owner of our General Partner would then be in a position to replace the Board of Directors and
officers of our General Partner with its own choices.
27
Table of Contents
Index to Financial Statements
We
may
issue
additional
units
without
unitholder
approval,
which
would
dilute
unitholder
interests.
At any time, we may issue an unlimited number of general partner interests or limited partner interests of any type without the approval of our
unitholders and our unitholders will have no preemptive or other rights (solely as a result of their status as unitholders) to purchase any such general
partner interests or limited partner interests. Further, there are no limitations in our partnership agreement on our ability to issue equity securities that
rank equal or senior to our common units as to distributions or in liquidation or that have special voting rights and other rights. The issuance by us of
additional common units or other equity securities of equal or senior rank will have the following effects:
• Our unitholders’ proportionate ownership interest in us will decrease.
•
•
•
•
The amount of cash we have available to distribute on each unit may decrease.
The ratio of taxable income to distributions may increase.
The relative voting strength of each previously outstanding unit may be diminished.
The market price of our common units may decline.
The issuance by us of additional general partner interests may have the following effects, among others, if such general partner interests are issued to a
person who is not an affiliate of Phillips 66:
• Management of our business may no longer reside solely with our General Partner.
• Affiliates of the newly admitted general partner may compete with us, and neither that general partner nor such affiliates will have any
obligation to present business opportunities to us.
Phillips
66
may
sell
units
in
the
public
or
private
markets,
and
such
sales
could
have
an
adverse
impact
on
the
trading
price
of
the
common
units.
At December 31, 2017, Phillips 66 held 68,760,137 common units. We have agreed to provide Phillips 66 with certain registration rights under
applicable securities laws. The sale of these units in the public or private markets could have an adverse impact on the price of the common units or on
any trading market that may develop.
Our
General
Partner’s
discretion
in
establishing
cash
reserves
may
reduce
the
amount
of
cash
we
have
available
to
distribute
to
our
unitholders.
The partnership agreement permits the general partner to reduce available cash by establishing cash reserves for the proper conduct of our business, to
comply with applicable law or agreements to which we are a party, or to provide funds for future distributions to partners. These cash reserves will
affect the amount of cash we have available to distribute to our unitholders.
Affiliates
of
our
General
Partner,
including
Phillips
66,
DCP
Midstream
and
CPChem,
may
compete
with
us,
and
neither
our
General
Partner
nor
its
affiliates
have
any
obligation
to
present
business
opportunities
to
us.
Neither our partnership agreement nor our amended omnibus agreement prohibits Phillips 66 or any other affiliates of our General Partner, including
DCP Midstream and CPChem, from owning assets or engaging in businesses that compete directly or indirectly with us. Under the terms of our
partnership agreement, the doctrine of corporate opportunity, or any analogous doctrine, does not apply to our General Partner or any of its affiliates,
including Phillips 66, DCP Midstream and CPChem. Any such entity that becomes aware of a potential transaction, agreement, arrangement or other
matter that may be an opportunity for us does not have any duty to communicate or offer such opportunity to us. Consequently, Phillips 66 and other
affiliates of our General Partner, including DCP Midstream and CPChem, may acquire, construct or dispose of additional midstream assets in the future
without any obligation to offer us the opportunity to purchase any of those assets. As a result, competition from Phillips 66 and other affiliates of our
General Partner, including DCP Midstream and CPChem, could materially and adversely impact our results of operations and distributable cash flow.
28
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Index to Financial Statements
Our
General
Partner
has
a
limited
call
right
that
may
require
you
to
sell
your
common
units
at
an
undesirable
time
or
price.
If at any time our General Partner and its affiliates own more than 80 percent of our then-outstanding common units, our General Partner will have the
right, but not the obligation, which it may assign to any of its affiliates or to us, to acquire all, but not less than all, of the common units held by
unaffiliated persons at a price not less than their then-current market price. As a result, you may be required to sell your common units at an undesirable
time or price and may not receive any return on your investment. You may also incur a tax liability upon a sale of your units. Our General Partner and
its affiliates owned approximately 57 percent of our common units in aggregate as of December 31, 2017. Including Series A preferred units on an as-
converted basis, our General Partner would own 51 percent of our common units in aggregate at December 31, 2017.
Our
General
Partner,
or
any
transferee
holding
incentive
distribution
rights,
may
elect
to
cause
us
to
issue
common
units
and
general
partner
units
to
it
in
connection
with
a
resetting
of
the
target
distribution
levels
related
to
its
incentive
distribution
rights,
without
the
approval
of
our
Conflicts
Committee
or
the
holders
of
our
common
units.
This
could
result
in
lower
distributions
to
holders
of
our
common
units.
Our General Partner has the right, at any time when it has received distributions on its incentive distribution rights at the highest level to which it is
entitled (48 percent, in addition to distributions paid on its 2 percent general partner interest) for each of the prior four consecutive fiscal quarters, to
reset the initial target distribution levels at higher levels based on our distributions at the time of the exercise of the reset election. Following a reset
election, the minimum quarterly distribution will be adjusted to equal the reset minimum quarterly distribution, and the target distribution levels will be
reset to correspondingly higher levels based on percentage increases above the reset minimum quarterly distribution. If our General Partner elects to
reset the target distribution levels, it will be entitled to receive a number of common units and general partner units. The number of common units to be
issued to our General Partner will be equal to that number of common units that would have entitled their holder to an average aggregate quarterly cash
distribution in the prior two quarters equal to the average of the distributions to our General Partner on the incentive distribution rights in such two
quarters. Our General Partner will also be issued the number of general partner units necessary to maintain our General Partner’s interest in us at the
level that existed immediately prior to the reset election. We anticipate that our General Partner would exercise this reset right in order to facilitate
acquisitions or internal growth projects that would not be sufficiently accretive to cash distributions per common unit without such conversion. It is
possible, however, that our General Partner could exercise this reset election at a time when it is experiencing, or expects to experience, declines in the
cash distributions it receives related to its incentive distribution rights and may, therefore, desire to be issued common units rather than retain the right
to receive distributions based on the initial target distribution levels. This risk could be elevated if our incentive distribution rights have been transferred
to a third party. As a result, a reset election may cause our common unitholders to experience a reduction in the amount of cash distributions they would
have otherwise received had we not issued new common units and general partner units in connection with resetting the target distribution levels.
Additionally, our General Partner has the right to transfer all or any portion of our incentive distribution rights at any time, and such transferee shall
have the same rights as the General Partner relative to resetting target distributions if our General Partner concurs that the tests for resetting target
distributions have been fulfilled.
Our
significant
indebtedness
and
the
restrictions
in
our
debt
agreements
may
adversely
affect
our
future
financial
and
operating
flexibility.
We have significant indebtedness and may incur substantial additional indebtedness in the future. Our indebtedness may impose various restrictions and
covenants on us that could have material adverse consequences, including:
•
•
Limiting our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes.
Reducing our funds available for operations, business opportunities and distributions to unitholders because of the amount of our cash flow
required to make interest payments on our debt.
• Making us more vulnerable to competitive pressures or a downturn in our business or the economy, generally.
•
Limiting our flexibility to respond to changing business and economic conditions.
29
Table of Contents
Index to Financial Statements
Our ability to service our debt will depend upon, among other things, our future financial and operating performance, which will be affected by
prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. If our operating results are
not sufficient to service any future indebtedness, we will be forced to take actions such as reducing distributions, reducing or delaying our business
activities, investments or capital expenditures, selling assets or issuing equity, which could materially and adversely affect our financial condition,
results of operations, cash flows and ability to make distributions to unitholders, as well as the trading price of our common units. We may not be able
to affect any of these actions on satisfactory terms or at all.
A
deterioration
of
our
credit
profile
could
limit
our
access
to
the
capital
markets,
which
could
materially
and
adversely
affect
our
business.
A decrease in our debt or commercial credit capacity, including a deterioration of our credit profile, could increase our costs of borrowing money and/or
limit our access to the capital markets and commercial credit, which could materially and adversely affect our business, financial condition, results of
operations and cash flows. The terms of our debt arrangements may affect our ability to obtain future financing and pursue attractive business
opportunities and our flexibility in planning for, and reacting to, changes in business conditions. In addition, a failure to comply with such terms could
result in an event of default that would enable our lenders to declare the outstanding principal of that debt, together with accrued interest, to be
immediately due and payable. If the payment of our debt is accelerated, defaults under our other debt instruments, if any, may be triggered. Our assets
may be insufficient to repay such debt in full, and the holders of our units could experience a partial or total loss of their investment.
Increases
in
interest
rates
could
adversely
impact
the
price
of
our
common
units,
our
ability
to
issue
equity,
or
our
ability
to
make
distributions
at
our
intended
levels.
Similar to other yield-oriented securities, our common unit price is impacted by our level of distributions and the implied distribution yield of our
common units. The distribution yield is often utilized by investors to compare and rank yield-oriented securities for investment decision-making
purposes. Therefore, changes in interest rates, either positively or negatively, may affect the yield requirements of investors who invest in our units, and
a rising interest rate environment could have an adverse impact on the price of our common units, our ability to issue equity, or our ability to make
distributions at our intended levels.
The
NYSE
does
not
require
a
publicly
traded
limited
partnership
like
us
to
comply
with
certain
of
its
corporate
governance
requirements.
We currently list our common units on the NYSE under the symbol PSXP. Because we are a publicly traded limited partnership, the NYSE does not
require us to have a majority of independent directors on our General Partner’s Board of Directors or to establish a compensation committee or a
nominating and corporate governance committee. Additionally, any future issuance of additional common units or other securities, including to
affiliates, will not be subject to the NYSE’s shareholder approval rules that apply to a corporation. Accordingly, unitholders do not have the same
protections afforded to certain corporations that are subject to all of the NYSE corporate governance requirements. See Item 10. Directors, Executive
Officers and Corporate Governance, for additional information.
Tax Risks
Our
tax
treatment
depends
on
our
status
as
a
partnership
for
federal
income
tax
purposes.
If
the
Internal
Revenue
Service
(IRS)
were
to
treat
us
as
a
corporation
for
federal
income
tax
purposes,
which
would
subject
us
to
entity-level
taxation,
or
if
we
were
otherwise
subjected
to
a
material
amount
of
additional
entity-level
taxation,
then
our
distributable
cash
flow
to
our
unitholders
would
be
substantially
reduced.
The anticipated after-tax economic benefit of an investment in the common units depends largely on our being treated as a partnership for federal
income tax purposes. We have not requested a ruling from the IRS on this or any other tax matter affecting us.
30
Table of Contents
Index to Financial Statements
Despite the fact that we are a limited partnership under Delaware law, it is possible in certain circumstances for a partnership such as ours to be treated
as a corporation for federal income tax purposes. A change in our business or a change in current law could cause us to be treated as a corporation for
federal income tax purposes or otherwise subject us to taxation as an entity.
If we were treated as a corporation for federal income tax purposes, we would pay federal income tax on our taxable income at the corporate tax rate,
which is currently a maximum of 21 percent, and would likely pay state and local income tax at varying rates. Distributions would generally be taxable
to the unitholder as corporate dividends (to the extent of our current and accumulated earnings and profits), and no income, gains, losses, deductions, or
credits would flow through to unitholders. Because a tax would be imposed upon us as a corporation, our distributable cash flow would be substantially
reduced. In addition, changes in current state law may subject us to additional entity-level taxation by individual states. Several states are evaluating
ways to subject partnerships to entity-level taxation through the imposition of state income, franchise and other forms of taxation. Imposition of any
such taxes may substantially reduce the cash available for distribution to unitholders. Therefore, if we were treated as a corporation for federal income
tax purposes or otherwise subjected to a material amount of entity-level taxation, there would be material reduction in the anticipated cash flow and
after-tax return to our unitholders, likely causing a substantial reduction in the value of our common units.
Our partnership agreement provides that, if a law is enacted or existing law is modified or interpreted in a manner that subjects us to taxation as a
corporation or otherwise subjects us to entity-level taxation for federal, state or local income tax purposes, the minimum quarterly distribution amount
and the target distribution levels may be adjusted to reflect the impact of that law on us.
The present federal income tax treatment of publicly traded partnerships, including us, or an investment in our common units may be modified by
administrative, legislative or judicial interpretation at any time. For example, from time to time, members of Congress propose and consider substantive
changes to the existing federal income tax laws that affect publicly traded partnerships. Any modification to the federal income tax laws and
interpretations thereof may or may not be retroactively applied and could make it more difficult or impossible to meet the exception for us to be treated
as a partnership for federal income tax purposes. We are unable to predict whether any such changes will ultimately be enacted. However, it is possible
that a change in law could affect us, and any such changes could negatively impact the value of an investment in our common units.
If
the
IRS
contests
the
federal
income
tax
positions
we
take,
the
market
for
our
common
units
may
be
adversely
impacted
and
the
cost
of
any
IRS
contest
will
reduce
our
distributable
cash
flow
to
our
unitholders.
We have not requested a ruling from the IRS with respect to our treatment as a partnership for federal income tax purposes or any other matter affecting
us. The IRS may adopt positions that differ from the positions we take, and the IRS’s positions may ultimately be sustained. It may be necessary to
resort to administrative or court proceedings to sustain some or all of the positions we take and such positions may not ultimately be sustained. A court
may not agree with some or all of the positions we take. Any contest with the IRS, and the outcome of any IRS contest, may have a materially adverse
impact on the market for our common units and the price at which they trade. In addition, our costs of any contest with the IRS will be borne indirectly
by our unitholders and our General Partner because the costs will reduce our distributable cash flow.
If
the
IRS
makes
audit
adjustments
to
our
income
tax
returns
for
tax
years
beginning
after
2017,
it
may
collect
any
resulting
taxes
(including
any
applicable
penalties
and
interest)
directly
from
us,
in
which
case
our
cash
available
for
distribution
to
our
unitholders
might
be
substantially
reduced.
Pursuant to the Bipartisan Budget Act of 2015, if the IRS makes audit adjustments to our income tax returns for tax years beginning after 2017, it may
collect any resulting taxes (including any applicable penalties and interest) directly from us. We will generally have the ability to shift any such tax
liability to our General Partner and our unitholders in accordance with their interests in us during the year under audit, but there can be no assurance that
we will be able to do so under all circumstances. If we are required to make payments of taxes, penalties and interest resulting from audit adjustments,
our cash available for distribution to our unitholders might be substantially reduced.
31
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Index to Financial Statements
We
treat
each
purchaser
of
common
units
as
having
the
same
tax
benefits
without
regard
to
the
actual
common
units
purchased.
The
IRS
may
challenge
this
treatment,
which
could
adversely
affect
the
value
of
our
common
units.
Because we cannot match transferors and transferees of common units and because of other reasons, we adopt depreciation and amortization positions
that may not conform to all aspects of existing Treasury Regulations. A successful IRS challenge to those positions could adversely affect the amount of
tax benefits available to unitholders. It also could affect the timing of these tax benefits or the amount of gain from sale of common units and could
have a negative impact on the value of our common units or result in audit adjustments to our unitholders’ tax returns.
We
prorate
our
items
of
income,
gain,
loss
and
deduction
for
federal
income
tax
purposes
between
transferors
and
transferees
of
our
units
each
month
based
upon
the
ownership
of
our
units
on
the
first
business
day
of
each
month,
instead
of
on
the
basis
of
the
date
a
particular
unit
is
transferred.
The
IRS
may
challenge
aspects
of
our
proration
method,
and,
if
successful,
we
would
be
required
to
change
the
allocation
of
items
of
income,
gain,
loss
and
deduction
among
our
unitholders.
We prorate our items of income, gain, loss and deduction for federal income tax purposes between transferors and transferees of our units each month
based upon the ownership of our units on the first business day of each month, instead of on the basis of the date a particular unit is transferred.
Treasury Regulations permit publicly traded partnerships to use a monthly simplifying convention that is similar to ours, but they do not specifically
authorize all aspects of the proration method we have adopted. If the IRS were to successfully challenge this method, we could be required to change
the allocation of items of income, gain, loss and deduction among our unitholders.
We
have
adopted
certain
valuation
methodologies
in
determining
a
unitholder’s
allocations
of
income,
gain,
loss
and
deduction.
The
IRS
may
challenge
these
methodologies
or
the
resulting
allocations,
and
such
a
challenge
could
adversely
affect
the
value
of
our
common
units.
In determining the items of income, gain, loss and deduction allocable to our unitholders, in certain circumstances, including when we issue additional
units, we must determine the fair market value of our assets. Although we may, from time to time, consult with professional appraisers regarding
valuation matters, we make many fair market value estimates using a methodology based on the market value of our common units as a means to
measure the fair market value of our assets. The IRS may challenge these valuation methods and the resulting allocations of income, gain, loss and
deduction.
A successful IRS challenge to these methods or allocations could adversely affect the amount, character and timing of taxable income or loss being
allocated to our unitholders. It also could affect the amount of gain from our unitholders’ sale of common units and could have a negative impact on the
value of the common units or result in audit adjustments to our unitholders’ tax returns without the benefit of additional deductions.
We
may
be
required
to
deduct
and
withhold
amounts
from
distributions
to
foreign
unitholders
related
to
withholding
tax
obligations
arising
from
the
sale
or
disposition
of
our
units
by
foreign
unitholders.
Upon the sale, exchange or other disposition of a unit by a foreign unitholder, the transferee is generally required to withhold 10 percent of the amount
realized on such sale, exchange or other disposition if any portion of the gain on such sale, exchange or other disposition would be treated as effectively
connected with a U.S. trade or business. If the transferee fails to satisfy this withholding requirement, we will be required to deduct and withhold such
amount (plus interest) from future distributions to the transferee. Because the “amount realized” would include a unitholder’s share of our nonrecourse
liabilities, 10 percent of the amount realized could exceed the total cash purchase price for such disposed units. Due to this fact, our inability to match
transferors and transferees of units, and other uncertainty surrounding the application of these withholding rules, the U.S. Department of the Treasury
and the IRS have currently suspended these rules for transfers of certain publicly traded partnership interests, including transfers of our units, until
regulations or other guidance has been issued. It is unclear when such regulations or other guidance will be issued.
32
Table of Contents
Index to Financial Statements
Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 3. LEGAL PROCEEDINGS
Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we are not a
party to any reportable litigation or governmental or other proceeding, including those involving governmental authorities under federal, state and local
laws regulating the discharge of materials into the environment, that we believe will have a material adverse impact on our consolidated financial
position. In addition, as discussed in Note 13—Contingencies , in the Notes to Consolidated Financial Statements, under our amended omnibus
agreement, and pursuant to the terms of various agreements under which we acquired assets from Phillips 66, Phillips 66 indemnifies us or assumes
responsibility for certain liabilities relating to litigation and environmental matters attributable to the ownership or operation of our assets prior to their
contribution to us from Phillips 66.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
33
Table of Contents
Index to Financial Statements
PART II
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
Quarterly Common Unit Prices and Cash Distributions Per Unit
Our common units trade on the New York Stock Exchange (NYSE) under the symbol PSXP. The following table reflects intraday high and low sales
prices per common unit and cash distributions declared to common unitholders for each quarter presented:
Common Unit Price
High
Low
Quarterly Cash
Distribution Per Common
Unit*
2017
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$
58.00
54.24
54.66
53.96
48.75
45.10
45.11
44.40
2016
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
*Represents cash distribution attributable to the quarter and declared and paid within 45 days of quarter end pursuant to our partnership agreement.
66.81
64.83
56.45
49.24
49.02
50.15
46.31
42.47
$
.586
.615
.646
.678
.481
.505
.531
.558
Closing Common Unit Price at December 29, 2017
Closing Common Unit Price at January 31, 2018
Number of Unitholders of Record at January 31, 2018*
*In determining the number of unitholders, we consider clearing agencies and security position listings as one unitholder for each agency or listing.
$
$
52.35
52.64
20
Distributions of Available Cash
Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our “available cash” to unitholders of record
on the applicable record date.
Definition of Available Cash. Available cash is defined in our partnership agreement. Available cash generally means, for any quarter, all cash and cash
equivalents on hand at the end of that quarter:
less , the amount of cash reserves established by our General Partner to:
•
•
•
Provide for the proper conduct of our business (including reserves for our future capital expenditures, future acquisitions and future credit
needs),
Comply with applicable law or any of our debt instruments or other agreements,
Provide funds for distributions to our unitholders and to our General Partner for any one or more of the next four quarters (provided that our
General Partner may not establish cash reserves for distributions if the effect of the establishment of such reserves will prevent us from
distributing the minimum quarterly distribution on all common units and any cumulative arrearages on such common units for the current
quarter);
plus , if our General Partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter
resulting from working capital borrowings made subsequent to the end of such quarter.
34
Table of Contents
Index to Financial Statements
Preferred Unit Distribution. The holders of perpetual convertible preferred units (preferred units) are entitled to receive cumulative quarterly
distributions equal to $0.678375 per unit for any quarter ending on or before September 30, 2020, and thereafter the quarterly distributions on each
preferred unit will equal the greater of $0.678375 per unit or the amount that would have been distributed with respect to such preferred unit if it had
been converted into common units at the then applicable conversion rate. The Partnership may not pay any distributions for any quarter on any
securities that rank junior to the preferred units, including any common units and incentive distribution rights, unless the distribution payable to the
preferred units with respect to such quarter, together with any previously accrued but unpaid distributions to the preferred units, have been paid in full.
Intent to Distribute the Minimum Quarterly Distribution. Under our current cash distribution policy, we intend to make at least the minimum quarterly
distribution to the holders of our common units of $0.2125 per unit, to the extent we have sufficient available cash after the establishment of cash
reserves. However, there is no guarantee that we will pay the minimum quarterly distribution on our common units in any quarter. The amount of
distributions paid under our cash distribution policy and the decision to make any distribution is determined by our General Partner, in accordance with
the terms of our partnership agreement. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital
Resources and Liquidity—Revolving Credit Facility, for a discussion of the covenants included in our revolving credit facility that may restrict our
ability to make distributions.
General Partner Interest and Incentive Distribution Rights. Our General Partner is entitled to 2 percent of all quarterly distributions that we make, other
than with respect to any distributions we make on our preferred units as defined above. This general partner interest was represented by 2,480,051
general partner units at December 31, 2017 . Our General Partner has the right, but not the obligation, to contribute a proportionate amount of capital to
us to maintain its current general partner interest. The general partner’s 2 percent interest in distributions will be reduced if we issue additional units in
the future and our General Partner does not contribute a proportionate amount of capital to us to maintain its 2 percent general partner interest.
Our General Partner also holds incentive distribution rights that entitle it to receive increasing percentages, up to a maximum of 48 percent, of the
available cash we distribute from operating surplus (as defined in our partnership agreement) in excess of $0.244375 per unit per quarter. The maximum
distribution of 48 percent does not include any distributions that our General Partner or its affiliates may receive on common or general partner units
that they own.
Percentage Allocations of Available Cash. The following table illustrates the percentage allocations of available cash from operating surplus between
the common unitholders and our General Partner based on the specified target distribution levels in the partnership agreement. The amounts presented
under “Marginal Percentage Interest in Distributions” are the percentage interests of our General Partner and the common unitholders in any available
cash from operating surplus we distribute up to and including the corresponding amount in the column “Total Quarterly Distribution Per Unit Target
Amount.” The percentage interests shown for our common unitholders and our General Partner for the minimum quarterly distribution are also
applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests presented below for our
General Partner include its 2 percent general partner interest and assume that our General Partner has contributed any additional capital necessary to
maintain its 2 percent general partner interest, our General Partner has not transferred its incentive distribution rights and there are no arrearages on
common units.
Minimum Quarterly Distribution
First Target Distribution
Second Target Distribution
Third Target Distribution
Thereafter
Total Quarterly Distribution Per Unit Target
Amount
Common
Unitholders
General
Partner
Marginal Percentage
Interest in Distributions
up to $0.244375
up to $0.265625
up to $0.318750
98%
98%
85%
75%
50%
2%
2%
15%
25%
50%
$0.212500
Above $0.212500
Above $0.244375
Above $0.265625
Above $0.318750
35
Table of Contents
Index to Financial Statements
Item 6. SELECTED FINANCIAL DATA
The following table presents selected financial data as of and for each of the five years in the period ended December 31, 2017 . To ensure full
understanding, the selected financial data presented below should be read in conjunction with Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations, and the consolidated financial statements and accompanying notes included elsewhere in this Annual
Report on Form 10-K.
Acquisitions from Phillips 66 are considered common control transactions. When businesses are acquired from Phillips 66 and consolidated by us, the
financial information contained in the table below for periods prior to the acquisition date is retrospectively adjusted to include the historical financial
results of the businesses acquired. When an asset or an investment accounted for by the equity method is acquired from Phillips 66, the financial
information in the table below includes the results of those investments or assets prospectively from the date of acquisition.
On October 6, 2017, we acquired a 25 percent interest in each of Dakota Access, LLC and Energy Transfer Crude Oil Company, LLC, (together, the
Bakken Pipeline) and a 100 percent interest in Merey Sweeny, L.P. (MSLP) from Phillips 66. This acquisition was deemed to be between entities under
common control which, under applicable accounting guidelines, requires the assets and liabilities to be transferred at historical cost, with prior periods
retrospectively adjusted to furnish comparative information. Accordingly, the accompanying financial information has been retrospectively adjusted to
include the historical results and financial position of the acquired businesses for the period from February 1, 2017, through October 5, 2017. For
periods prior to February 1, 2017, both the Bakken Pipeline and MSLP investments were accounted for under the equity method of accounting by
Phillips 66, and thus, were not subject to retrospective adjustments.
See Note 4—Acquisitions and Note 5—Equity Investments , in the Notes to Consolidated Financial Statements, for additional information on our
acquisitions that affect the comparability of the information below.
Statement of income data:
Operating revenues—related parties
Operating revenues—third parties
Equity in earnings of affiliates
Net income
Net income attributable to the Partnership
Limited partners’ interest in net income attributable to the Partnership
Net income attributable to the Partnership per limited partner unit (basic and
diluted)
Common units—basic
Common units—diluted
Subordinated units—Phillips 66—basic and diluted
Cash distributions paid per limited partner unit
Balance sheet data:
Total assets
Long-term debt
Notes payable—related parties
36
Millions of Dollars
Except Per Unit Amounts
2017
2016
2015
2014
2013
$
894
40
223
524
461
292
727
31
114
408
301
209
582
30
77
306
194
153
531
24
—
245
116
108
441
20
—
174
29
29
2.60
2.59
—
2.4050
2.20
2.20
—
1.9750
2.02
2.02
1.24
1.5380
1.48
1.48
1.45
1.1176
0.40
0.40
0.40
0.1548
5,334
2,920
—
4,109
2,396
—
3,662
1,091
964
2,034
18
764
1,672
—
—
Table of Contents
Index to Financial Statements
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis is the Partnership’s analysis of its financial performance, financial condition, and significant trends that may
affect future performance. It should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this
Annual Report on Form 10-K. It contains forward-looking statements including, without limitation, statements relating to the Partnership’s plans,
strategies, objectives, expectations and intentions. The words “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,”
“plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,”
“effort,” “target” and similar expressions identify forward-looking statements. The Partnership does not undertake to update, revise or correct any of
the forward-looking information unless required to do so under the federal securities laws. Readers are cautioned that such forward-looking statements
should be read in conjunction with the Partnership’s disclosures under the heading: “CAUTIONARY STATEMENT REGARDING FORWARD-
LOOKING STATEMENTS.”
BUSINESS ENVIRONMENT AND EXECUTIVE OVERVIEW
Partnership Overview
We are a Delaware limited partnership formed in 2013 by Phillips 66 Company and Phillips 66 Partners GP LLC (our General Partner), both wholly
owned subsidiaries of Phillips 66. On August 1, 2015, Phillips 66 Company transferred all of its limited partner interest in us and its 100 percent interest
in Phillips 66 Partners GP LLC to its wholly owned subsidiary, Phillips 66 Project Development Inc. (Phillips 66 PDI). We are a growth-oriented
master limited partnership formed to own, operate, develop and acquire primarily fee-based crude oil, refined petroleum products and natural gas
liquids (NGL) pipelines and terminals, and other transportation and midstream assets. Our common units trade on the New York Stock Exchange under
the symbol PSXP.
2017 developments included:
•
•
•
Bakken Pipeline/MSLP Acquisition. On October 6, 2017, we acquired from Phillips 66 a 25 percent interest in each of Dakota Access, LLC and
Energy Transfer Crude Oil Company, LLC (together, the Bakken Pipeline) and a 100 percent interest in Merey Sweeny, L.P. (MSLP).
Collectively, the assets acquired in the acquisition are referred to as the Bakken Pipeline/MSLP Acquisition. We paid Phillips 66 total
consideration of $1.65 billion, consisting of $372 million in cash, the assumption of $588 million of promissory notes payable to Phillips 66
and a $450 million term loan under which Phillips 66 was the obligor, and the issuance of 5,005,778 newly issued units, allocated between
common units and General Partner units.
Private Placement of Preferred and Common Units. On October 6, 2017, we issued 13,819,791 perpetual convertible preferred units generating
gross proceeds of $750 million and 6,304,204 common units generating gross proceeds of $300 million in a private placement. Together, the
units issued in the private placement resulted in net proceeds of approximately $1.03 billion, after deducting offering and transaction expenses.
The private placement was executed, in part, to fund the cash portion of, and to repay a portion of the debt assumed in, the Bakken
Pipeline/MSLP Acquisition.
Issuance of Senior Notes. On October 13, 2017, we issued $650 million of senior notes in a public debt offering and received proceeds of $643
million, net of underwriting discounts, commissions and offering expenses. The proceeds from the public debt offering were used to repay the
remaining debt balances assumed in the Bakken Pipeline/MSLP Acquisition and to repay our outstanding indebtedness under our revolving
credit facility. Additionally, proceeds from the offering will be used for general partnership purposes, including funding of future acquisitions
and organic projects.
37
Table of Contents
Index to Financial Statements
Basis of Presentation
We have acquired assets from Phillips 66 that were considered transfers of businesses between entities under common control. This required the
transactions to be accounted for as if the transfers had occurred at the beginning of the transfer period, with prior periods retrospectively adjusted to
furnish comparative information. Accordingly, the accompanying financial statements and related notes have been retrospectively adjusted to include
the historical results and financial position of the acquired businesses prior to the effective date of each acquisition. We refer to these pre-acquisition
operations as those of our “Predecessors.”
See the “Basis of Presentation” section of Note 1—Business and Basis of Presentation , in the Notes to Consolidated Financial Statements, for
additional information on the content and comparability of our historical financial statements.
Executive Overview
Net income and net income attributable to the Partnership were $524 million and $461 million , respectively, in 2017 . We generated cash from
operations of $724 million and raised net proceeds of $1,848 million in debt and equity offerings. This cash was primarily used to fund strategic
acquisitions of businesses and assets, fund capital expenditures and make quarterly cash distributions to our unitholders and General Partner. As of
December 31, 2017 , we had cash and cash equivalents of $185 million , total debt of $2,945 million , and unused capacity under our revolving credit
facility of $750 million .
How We Evaluate Our Operations
Our management uses a variety of financial and operating metrics to analyze our performance, including: (1) volumes handled (including pipeline
throughput, terminaling throughput and storage volumes); (2) operating and maintenance expenses; (3) net income (loss) before net interest expense,
income taxes, depreciation and amortization (EBITDA); (4) adjusted EBITDA; and (5) distributable cash flow.
Volumes Handled
The amount of revenue we generate primarily depends on the volumes of crude oil, refined petroleum products and NGL that we handle in our pipeline,
terminal, rail rack, processing, storage and NGL fractionator systems. In addition, our equity affiliates generate revenue from transporting and
terminaling NGL, crude oil and refined petroleum products. These volumes are primarily affected by the supply of, and demand for, NGL, crude oil and
refined petroleum products in the markets served directly or indirectly by our assets, as well as the operational status of the refineries served by our
assets. Phillips 66 has committed to minimum throughput volumes under many of our commercial agreements.
Operating and Maintenance Expenses
Our management seeks to maximize the profitability of our operations by effectively managing operating and maintenance expenses. These expenses
primarily consist of labor expenses (including contractor services), utility costs, and repair and maintenance expenses. Operating and maintenance
expenses generally remain relatively stable across broad ranges of throughput volumes but can fluctuate from period to period depending on the mix of
activities, particularly maintenance activities, performed during the period. Although we seek to manage our maintenance expenditures on our facilities
to avoid significant variability in our quarterly cash flows, we balance this approach with our high standards of safety and environmental stewardship,
such that critical maintenance is regularly performed.
Our operating and maintenance expenses are also affected by volumetric gains/losses resulting from variances in meter readings and other measurement
methods, as well as volume fluctuations due to pressure and temperature changes. Under certain commercial agreements with Phillips 66, the value of
any NGL, crude oil, or refined petroleum product volumetric gains and losses are determined by reference to the monthly average reference price for
the applicable commodity. Any gains and losses under these provisions decrease or increase, respectively, our operating and maintenance expenses in
the period in which they are realized. These contractual volumetric gain/loss provisions could increase variability in our operating and maintenance
expenses.
38
Table of Contents
Index to Financial Statements
EBITDA, Adjusted EBITDA and Distributable Cash Flow
We define EBITDA as net income (loss) plus net interest expense, income taxes, depreciation and amortization attributable to both the Partnership and
our Predecessors.
Adjusted EBITDA is the EBITDA directly attributable to the Partnership after deducting the EBITDA attributable to our Predecessors, further adjusted
for:
•
•
•
The proportional share of equity affiliates’ net interest expense, income taxes and depreciation and amortization.
Transaction costs associated with acquisitions.
Certain other noncash items, including expenses indemnified by Phillips 66.
Distributable cash flow is defined as adjusted EBITDA less (i) the difference between equity affiliate distributions and proportional EBITDA, (ii)
maintenance capital expenditures, (iii) net interest expense, (iv) income taxes paid and (v) preferred unit distributions, plus adjustments for deferred
revenue impacts.
EBITDA, adjusted EBITDA, and distributable cash flow are not presentations made in accordance with generally accepted accounting principles
(GAAP) in the United States. EBITDA, adjusted EBITDA and distributable cash flow are non-GAAP supplemental financial measures that
management believes external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may find
useful to assess:
• 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 and adjusted 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.
The GAAP performance measure most directly comparable to EBITDA and adjusted EBITDA is net income. The GAAP liquidity measure most
directly comparable to EBITDA and distributable cash flow is net cash provided by operating activities. These non-GAAP financial measures should
not be considered alternatives to GAAP net income or net cash provided by operating activities. They have important limitations as analytical tools
because they exclude some items that affect net income and net cash provided by operating activities. Additionally, because EBITDA, adjusted
EBITDA, and distributable cash flow may be defined differently by other companies in our industry, our definition of these non-GAAP financial
measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.
Business Environment
Since we do not own any of the NGL, crude oil and refined petroleum products we handle and do not engage in the trading of NGL, crude oil and
refined petroleum products, we have limited direct exposure to risks associated with fluctuating commodity prices, although these risks indirectly
influence our activities and results of operations over the long term.
Our throughput volumes primarily depend on the volume of crude oil processed and refined petroleum products produced at Phillips 66’s owned or
operated refineries with which our assets are integrated, which in turn are primarily dependent on Phillips 66’s refining margins and maintenance
schedules. Refining margins depend on the cost of crude oil or other feedstocks and the price of refined petroleum products. These prices are affected
by numerous factors beyond our or Phillips 66’s control, including the domestic and global supply of and demand for crude oil and refined petroleum
products. Throughput volumes of our equity affiliates primarily depend on upstream drilling activities, refinery performance and product supply and
demand.
39
Table of Contents
Index to Financial Statements
While we believe we have substantially mitigated our indirect exposure to commodity price fluctuations through the minimum volume commitments in
our commercial agreements with Phillips 66 during the respective terms of those agreements, our ability to execute our growth strategy in our areas of
operation will depend, in part, on the availability of attractively priced crude oil in the areas served by our crude oil pipelines and rail racks, demand for
refined petroleum products in the markets served by our refined petroleum product pipelines and terminals, and the general demand for midstream
services, including NGL transportation and fractionation.
RESULTS OF OPERATIONS
Years Ended December 31
Revenues and Other Income
Operating revenues—related parties
Operating revenues—third parties
Equity in earnings of affiliates
Other income
Total revenues and other income
Costs and Expenses
Operating and maintenance expenses
Depreciation
General and administrative expenses
Taxes other than income taxes
Interest and debt expense
Other expenses
Total costs and expenses
Income before income taxes
Income tax expense
Net income
Less: Net income attributable to Predecessors
Net income attributable to the Partnership
Less: Preferred unitholders’ interest in net income attributable to the Partnership
Less: General partner’s interest in net income attributable to the Partnership
Limited partners’ interest in net income attributable to the Partnership
Net cash provided by operating activities
Adjusted EBITDA
Distributable cash flow
40
Millions of Dollars
2016
2017
2015
$
$
$
$
$
894
40
223
12
1,169
321
116
69
33
101
1
641
528
4
524
63
461
9
160
292
727
31
114
1
873
216
96
65
33
52
1
463
410
2
408
107
301
—
92
209
724
492
754
471
572
380
582
30
77
6
695
203
61
63
27
34
1
389
306
—
306
112
194
—
41
153
392
285
228
Table of Contents
Index to Financial Statements
Pipeline, Terminal and Storage Volumes
Pipelines (1)
Pipeline throughput volumes
Wholly Owned Pipelines
Crude oil
Refined products and NGL
Total
Select Joint-Venture Pipelines (2)
NGL
Terminals
Terminaling throughput and storage volumes (3)
Crude oil (4)
Refined products and NGL
Total
Year Ended December 31
2017
2016
2015
Thousands of Barrels Daily
971
953
1,924
1,009
867
1,876
979
749
1,728
392
333
236
543
868
1,411
541
833
1,374
519
813
1,332
Revenue Per Barrel (dollars)
Average pipeline revenue per barrel (5)
(1) Represents the sum of volumes transported through each separately tariffed pipeline segment.
(2) Total pipeline system throughput volumes for the Sand Hills and Southern Hills pipelines (100 percent basis) per day for each period presented.
(3) Terminal throughput and storage volumes include leased capacity converted to a MBD-equivalent based on capacity divided by days in the period.
(4) Crude oil terminals include Bayway and Ferndale rail rack volumes.
(5) Excludes equity affiliates.
0.62
$
0.60
0.64
41
Table of Contents
Index to Financial Statements
The following tables present reconciliations of EBITDA and adjusted EBITDA to net income, and EBITDA and distributable cash flow to net cash
provided by operating activities, the most directly comparable GAAP financial measures, for each of the periods indicated.
Reconciliation to Net Income Attributable to the Partnership
Net income attributable to the Partnership
Plus:
Net income attributable to Predecessors
Net income
Plus:
Depreciation
Net interest expense
Income tax expense
EBITDA
Plus:
Proportional share of equity affiliates’ net interest, taxes and depreciation
Expenses indemnified or prefunded by Phillips 66
Transaction costs associated with acquisitions
Less:
EBITDA attributable to Predecessors
Adjusted EBITDA
Plus:
Deferred revenue impacts* †
Less:
Equity affiliate distributions less than proportional EBITDA
Maintenance capital expenditures †
Net interest expense
Preferred unit distributions
Millions of Dollars
Year Ended December 31
2017
2016
2015
$
461
63
524
116
99
4
743
66
8
4
67
754
6
29
50
100
9
301
107
408
96
52
2
558
45
6
4
142
471
11
28
22
52
—
194
112
306
61
34
—
401
31
2
2
151
285
4
19
8
34
—
Distributable cash flow
$
572
380
228
Adjusted EBITDA for all prior periods has been retrospectively adjusted to present our proportional share of equity affiliates’ EBITDA, rather than cash distributions received.
*Difference between cash receipts and revenue recognition.
†
Excludes MSLP capital reimbursements and turnaround impacts.
42
Table of Contents
Index to Financial Statements
Millions of Dollars
Year Ended December 31
2017
2016
2015
Reconciliation to Net Cash Provided by Operating Activities
Net cash provided by operating activities
Plus:
$
724
Net interest expense
Income tax expense
Changes in working capital
Undistributed equity earnings
Other
EBITDA
Plus:
Proportional share of equity affiliates’ net interest, taxes and depreciation
Expenses indemnified or prefunded by Phillips 66
Transaction costs associated with acquisitions
Less:
EBITDA attributable to Predecessors
Adjusted EBITDA
Plus:
Deferred revenue impacts* †
Less:
Equity affiliate distributions less than proportional EBITDA
Maintenance capital expenditures †
Net interest expense
Preferred unit distributions
99
4
(30)
1
(55)
743
66
8
4
67
754
6
29
50
100
9
492
52
2
28
(1)
(15)
558
45
6
4
142
471
11
28
22
52
—
392
34
—
(12)
—
(13)
401
31
2
2
151
285
4
19
8
34
—
Distributable cash flow
$
572
380
228
Adjusted EBITDA for all prior periods has been retrospectively adjusted to present our proportional share of equity affiliates’ EBITDA, rather than cash distributions received.
*Difference between cash receipts and revenue recognition.
†
Excludes MSLP capital reimbursements and turnaround impacts.
Statement of Income Analysis
2017 vs. 2016
Operating revenues increased $176 million , or 23 percent , in 2017 . The increase was primarily related to the acquisition of MSLP in 2017. In
addition, the increase in revenues was due to higher volumes due to a full year of operations at the River Parish NGL System acquired in November
2016, and additional storage capacity coming online at Clemens Caverns.
Equity in earnings of affiliates increased $109 million , or 96 percent , in 2017 , mainly resulting from the Bakken Pipeline acquisition in 2017. In
addition, the increase was due to higher earnings from DCP Sand Hills Pipeline, LLC (Sand Hills), Phillips 66 Partners Terminal LLC (Phillips 66
Partners Terminal), and a full year of earnings from Bayou Bridge Pipeline, LLC (Bayou Bridge).
Other income increased $11 million in 2017 . The increase was primarily due to the receipt of tax-related contractual make-whole payments associated
with the transfer of a co-venturer’s interest in Sand Hills and DCP Southern Hills Pipeline, LLC (Southern Hills) to DCP Midstream, LP.
43
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Index to Financial Statements
Operating and maintenance expenses increased $105 million , or 49 percent , in 2017 . The increase was primarily due to additional operating expenses
associated with the acquisition of MSLP in 2017 and the River Parish NGL System acquired in November 2016.
Depreciation increased $20 million , or 21 percent , in 2017 , mainly attributable to the MSLP acquisition in 2017 and the River Parish NGL System
acquired in November 2016. Additionally, the increase was due to additional storage capacity coming online at Clemens Caverns and accelerated
depreciation for assets taken out of service.
Interest and debt expense increased $49 million , or 94 percent , in 2017 , due to a higher average debt principal balance as a result of the issuances of
$1,125 million and $650 million in aggregate senior notes in October 2016 and October 2017, respectively. See Note 11—Debt , in the Notes to
Consolidated Financial Statements, for additional information.
2016 vs. 2015
Operating revenues increased $146 million , or 24 percent , in 2016 . The increase was primarily attributable to additional revenues from the Sweeny
NGL Fractionator and Clemens Caverns, which fully commenced operations in the fourth quarter of 2015. In addition, the increase was due to the
acquisition of the River Parish NGL System acquired in November 2016 and higher throughput volumes on our Gold Line Products System and Borger
Crude System due to lower maintenance and turnaround activities at the Borger Refinery.
Equity in earnings of affiliates increased $37 million , or 48 percent , in 2016 , mainly resulting from a full year of earnings from our investments in
Explorer Pipeline Company (Explorer), Sand Hills and Southern Hills, which we acquired in March 2015, and higher volumes on these systems. In
addition, Bayou Bridge contributed to increased earnings as a result of the pipeline commencing service in April 2016.
Operating and maintenance expenses increased $13 million , or 6 percent , in 2016 . The increase was primarily due to the impact of the full commercial
operations of the Sweeny NGL Fractionator and Clemens Caverns. The assets were under construction during most of 2015.
Depreciation increased $35 million , or 57 percent , in 2016 , primarily due to the impact of the full commercial operations of the Sweeny NGL
Fractionator and Clemens Caverns.
Taxes other than income taxes increased $6 million , or 22 percent , in 2016 , primarily due to the impact of the full commercial operations of the
Sweeny NGL Fractionator and Clemens Caverns.
Interest and debt expense increased $18 million , or 53 percent , in 2016 , resulting from a higher average debt principal balance as a result of the
issuance of $1,125 million in aggregate principal amount of senior notes in October 2016. See Note 11—Debt , in the Notes to Consolidated Financial
Statements, for additional information.
CAPITAL RESOURCES AND LIQUIDITY
Significant Sources of Capital
Our sources of liquidity include cash generated from operations, borrowings from related parties and under our revolving credit facility, and issuances
of additional debt and equity securities. We believe that cash generated from these sources will be sufficient to meet our short-term working capital
requirements, long-term capital expenditure requirements and our quarterly cash distributions.
Operating Activities
During 2017 , cash provided by operating activities was $724 million , a 47 percent improvement over cash from operations of $492 million in 2016 .
The improvement was mainly driven by distributions from the Bakken Pipeline in the second half of 2017, reflecting commencement of commercial
operations in June 2017, earnings from MSLP and working capital impacts.
44
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Index to Financial Statements
During 2016 , cash provided by operating activities was $492 million , a 26 percent improvement over cash from operations of $392 million in 2015 .
The improvement was mainly driven by earnings from the Sweeny NGL Fractionator and Clemens Caverns, which became fully operational in the
fourth quarter of 2015. This increase was partially offset by higher interest and debt expense.
Common Units
In October 2017, we completed a private placement of 6,304,204 common units representing limited partner interests at a price of $47.59 per common
unit, for total proceeds of $295 million , net of underwriting discounts and commissions. The net proceeds were used in part to fund the cash portion of
the Bakken Pipeline/MSLP Acquisition. See Note 4—Acquisitions for additional information.
In August 2016, we completed a public offering of 6,000,000 common units representing limited partner interests at a price of $50.22 per common unit
(Second 2016 Unit Offering). We received proceeds (net of underwriting discounts and commissions) of $299 million from the offering. We utilized the
net proceeds to repay the note assumed as part of the Initial Fractionator Acquisition and to repay other short-term borrowings incurred to fund our
acquisition of an additional interest in Explorer and our contribution to form STACK Pipeline LLC (STACK). See Note 4—Acquisitions and Note 11—
Debt , in the Notes to Consolidated Financial Statements, for additional information.
In May 2016, we completed a public offering of an aggregate of 12,650,000 common units representing limited partner interests at a price of $52.40 per
common unit (First 2016 Unit Offering). We received proceeds (net of underwriting discounts and commissions) of $656 million from the offering. We
utilized the net proceeds to partially repay debt assumed as part of the Subsequent Fractionator Acquisition. See Note 4—Acquisitions and Note 11—
Debt , in the Notes to Consolidated Financial Statements, for additional information.
In February 2015, we completed a public offering of an aggregate of 5,250,000 common units representing limited partner interests at a price of $75.50
per common unit. We received proceeds (net of underwriting discounts and commissions) of $384 million from the offering. We utilized a portion of
the net proceeds to partially fund the acquisition of the Sand Hills, Southern Hills and Explorer equity investments and to repay amounts outstanding
under our revolving credit facility. We used the remaining proceeds to fund expansion capital expenditures and for general partnership purposes. See
Note 5—Equity Investments , in the Notes to Consolidated Financial Statements, for additional information on the Sand Hills, Southern Hills and
Explorer acquisition.
Preferred Units
In October 2017, we completed the private placement of 13,819,791 perpetual convertible preferred units (preferred units) representing limited partner
interests at a price of $54.27 per preferred unit. We received proceeds of $737 million from the offering, net of offering and transaction expenses. The
net proceeds were used in part to fund the cash portion of the Bakken Pipeline/MSLP Acquisition.
The preferred units rank senior to all common units with respect to distributions and rights upon liquidation. The holders of the preferred units are
entitled to receive cumulative quarterly distributions equal to $0.678375 per unit, beginning for the quarter ended December 31, 2017, with a prorated
amount from the date of issuance. Following the third anniversary of the issuance of the preferred units, the holders of the preferred units will receive as
a quarterly distribution the greater of $0.678375 per unit or the amount of per-unit distributions paid to common unitholders as if such preferred units
had converted into common units immediately prior to the record date.
The holders of the preferred units may convert their preferred units into common units, on a one-for-one basis, at any time after the second anniversary
of the issuance date, in full or in part, subject to minimum conversion amounts and conditions. After the third anniversary of the issuance date, we may
convert the preferred units into common units at any time, in whole or in part, subject to certain minimum conversion amounts and conditions. See Note
12—Equity , in the Notes to Consolidated Financial Statements, for additional information on the preferred unit conversion features.
45
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Index to Financial Statements
ATM Program
In June 2016, we filed a prospectus supplement to the shelf registration statement for our continuous offering program that became effective with the
Securities and Exchange Commission in May 2016, related to the continuous issuance of up to an aggregate of $250 million of common units, in
amounts, at prices and on terms to be determined by market conditions and other factors at the time of our offerings (such continuous offering program,
or at-the-market program, is referred to as our ATM Program). During the year ended December 31, 2017 , on a settlement-date basis, we issued an
aggregate of 3,372,716 common units under our ATM Program, generating net proceeds of $173 million , after broker commissions. During the year
ended December 31, 2016 , on a settlement-date basis, we issued an aggregate of 346,152 common units under our ATM Program, generating net
proceeds of $19 million after broker commissions.
We filed a new shelf registration statement for a second continuous offering program that became effective with the Securities and Exchange
Commission on January 23, 2018 , related to the continuous offering of up to an aggregate of $250 million of common units, in amounts, at prices and
on terms to be determined by the market conditions and other factors at the time of our offerings.
The net proceeds from sales under the ATM Programs are used for general partnership purposes, which may include debt repayment, acquisitions,
capital expenditures and additions to working capital. Issuances of common units under our ATM programs can reduce our General Partner’s interest
below 2 percent. We expect the General Partner’s interest to be periodically restored to 2 percent in connection with dropdown transactions or through
direct equity contributions. However, these future contributions from our General Partner cannot be assured. At December 31, 2017, our General
Partner’s interest was slightly less than 2 percent.
Revolving Credit Facility
At December 31, 2017 , we had no borrowings outstanding under our $750 million revolving credit facility established by our Credit Agreement dated
June 7, 2013, as amended (the Credit Agreement).
We have the option to increase the overall capacity of the Credit Agreement by up to an additional $250 million to a total of $1 billion , subject to,
among other things, the consent of the existing lenders whose commitments will be increased or any additional lenders providing such additional
capacity. We also have the option to extend the Credit Agreement for two additional one -year terms after its October 3, 2021, maturity date, subject to,
among other things, the consent of the lenders holding the majority of the commitments and of each lender extending its commitment.
Outstanding borrowings under the Credit Agreement bear interest, at our option, at either: (a) the Eurodollar rate in effect from time to time plus the
applicable margin; or (b) the base rate (as described in the Credit Agreement) plus the applicable margin. The pricing levels for the commitment fee and
interest-rate margins are determined based on our credit ratings in effect from time to time. Outstanding borrowings bearing interest at the Eurodollar
rate become due and payable on the revolving credit facility’s termination date. Outstanding borrowings bearing interest at the base rate plus the
applicable margin become due and payable on the earlier of the revolving credit facility’s termination date or the fourteenth business day after such
borrowings were made. We may at any time and from time to time prepay outstanding borrowings under the Credit Agreement, in whole or in part,
without premium or penalty. The Credit Agreement requires that the Partnership’s ratio of total debt to EBITDA for the prior four fiscal quarters must
be no greater than 5.0 :1.0 as of the last day of each fiscal quarter (and 5.5 :1.0 during the period following certain specified acquisitions).
Our revolving credit facility is subject to customary financial covenants and limitations. We are in compliance with all such financial covenants and
limitations.
Tax-Exempt Bonds
In connection with the Bakken Pipeline/MSLP Acquisition, we assumed four tranches of tax-exempt bonds issued by the Brazos River Harbor
Navigation District. Each of the four tranches was issued in the amount of $25 million , with tranches maturing in 2018, 2020 and two tranches in 2021.
All four tranches accrue interest monthly based on a daily rate derived by the remarketing agent for the bonds. The interest rates are designed to
represent the lowest rate acceptable by the tax-exempt, variable-rate bond market and approximate the tax-exempt bonds trading at par. At December
31, 2017, the rate for all four tranches averaged 1.94 percent .
46
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Index to Financial Statements
Senior Bonds
In May 2017 and prior to their maturity, we repaid MSLP senior bonds assumed in the Bakken Pipeline/MSLP Acquisition with a carrying value of
$136 million on the repayment date, which resulted in an immaterial gain.
Notes Payable
In March 2016, in connection with the Initial Fractionator Acquisition, we entered into an Assignment and Assumption of Note agreement with
subsidiaries of Phillips 66, pursuant to which we assumed the obligations under a term promissory note (the Initial Note) with a $212 million principal
balance. In August 2016, using proceeds from a unit offering, we repaid the note in its entirety.
In May 2016, in connection with the Subsequent Fractionator Acquisition, we entered into three separate Assignment and Assumption of Note
agreements with subsidiaries of Phillips 66, pursuant to which we assumed the obligations under three term promissory notes (the Subsequent Notes),
each with a $225 million principal balance. Also in May 2016, using proceeds from a unit offering, we repaid two of the Subsequent Notes in their
entirety, and reduced the outstanding balance on the remaining Subsequent Note to $19 million , which was subsequently repaid in June 2016.
Because the Initial Note, Subsequent Notes and MSLP tax-exempt bonds and senior bonds were held by entities we acquired in common control
transactions, prior period debt balances were retrospectively presented as if we had held the notes and bonds since their inception in January 2014 in the
case of the notes, and February 2017 in the case of the bonds.
2017 Senior Notes
In October 2017, we closed on a notes offering (2017 Notes Offering) of $650 million aggregate principal amount of unsecured senior notes consisting
of:
•
$500 million of 3.750% Senior Notes due March 1, 2028.
• An additional $150 million of our 4.680% Senior Notes due February 15, 2045.
Interest on the Senior Notes due 2028 is payable semiannually in arrears on March 1 and September 1 of each year, commencing on March 1, 2018. The
Senior Notes due 2045 are an additional issuance of our Senior Notes due 2045, and interest is payable semiannually in arrears on February 15 and
August 15 of each year. Total proceeds received from the 2017 Notes Offering were $643 million , net of underwriting discounts. We utilized the net
proceeds to repay the remaining balances on the promissory notes and term loan assumed in the Bakken Pipeline/MSLP Acquisition and for general
partnership purposes.
2016 Senior Notes
In October 2016, we closed on a notes offering (2016 Notes Offering) of $1,125 million aggregate principal amount of unsecured senior notes
consisting of:
•
•
$500 million of 3.550% Senior Notes due October 1, 2026.
$625 million of 4.900% Senior Notes due October 1, 2046.
Interest on the 2016 Senior Notes is payable semiannually in arrears on April 1 and October 1 of each year, commencing on April 1, 2017. Total
proceeds received from the 2016 Notes Offering were $1,111 million , net of underwriting discounts. We utilized the net proceeds to fund the cash
consideration for the Eagle Acquisition and for general partnership purposes.
We may on any one or more occasions redeem the 2017 Senior Notes and the 2016 Senior Notes, in whole or in part, prior to their maturity. Once
notice of redemption is mailed and subject to the satisfaction of any conditions we may place on any such redemption, notes called for redemption
become irrevocably due and payable on the redemption date at the redemption price pursuant to the provisions of the respective indentures.
47
Table of Contents
Index to Financial Statements
Shelf Registration
We have a universal shelf registration statement 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 representing limited partner interests, preferred units representing limited partner interests, and debt
securities.
Off-Balance Sheet Arrangements
Dakota Access, LLC (Dakota Access) and Energy Transfer Crude Oil Company, LLC (ETCO) are parties to a $2.5 billion project financing transaction
entered into in August 2016. In July 2017, as an owner of Dakota Access and ETCO, Phillips 66 and its co-venturers each issued a guarantee intended
to cover their pro rata shares of interest expense for rolling six-month periods after the calculation date. In October 2017, as part of the Bakken
Pipeline/MSLP Acquisition, Phillips 66 Partners substituted its guarantee for that of Phillips 66. Each co-venturer’s guarantee has a maximum
guarantee amount which changes over time. Our maximum exposure under the guarantee amounted to $12 million as of December 31, 2017.
Capital Requirements
Acquisitions
During 2017 , 2016 and 2015 we completed several major acquisitions, including:
•
•
•
•
•
The October 2017 Bakken Pipeline/MSLP Acquisition consisting of a 25 percent interest in the Bakken Pipeline and a 100 percent interest in
MSLP.
The October 2016 Eagle Acquisition consisting of various Phillips 66 pipeline and terminal assets.
The May 2016 Subsequent Fractionator Acquisition, consisting of the remaining 75 percent interest in Sweeny Frac LLC and 100 percent of
the Standish Pipeline.
The March 2016 Initial Fractionator Acquisition, consisting of a 25 percent controlling interest in Sweeny Frac LLC.
The March 2015 acquisition of Phillips 66’s one-third equity interests in Sand Hills and Southern Hills and its 19.46 percent equity interest in
Explorer.
See Note 4—Acquisitions , Note 5—Equity Investments and Note 18—Cash Flow Information , in the Notes to Consolidated Financial Statements, for
additional information on our acquisitions, including consideration paid and the cash and noncash elements of the transactions.
Capital Expenditures and Investments
Our operations can be capital intensive, requiring investments to expand, upgrade, maintain or enhance existing operations and to meet environmental
and operational requirements of our wholly owned and joint-venture entities. Our capital requirements consist of maintenance and expansion capital
expenditures, as well as contributions to our joint ventures. Examples of maintenance capital expenditures are those made to replace partially or fully
depreciated assets, to maintain the existing operating capacity of our assets and to extend their useful lives, or to maintain existing system volumes and
related cash flows. In contrast, expansion capital expenditures are those made to expand and upgrade our systems and facilities and to construct or
acquire new systems or facilities to grow our business, including contributions to joint ventures that are using the contributed funds for such purposes.
48
Table of Contents
Index to Financial Statements
Our capital expenditures and investments for the years ended December 31, 2017 , 2016 and 2015 were:
Capital expenditures and investments attributable to Partnership
Expansion
Maintenance
Total
Capital expenditures attributable to Predecessors
Total capital expenditures and investments
Millions of Dollars
2017
2016
2015
$
$
300
52
352
82
434
439
22
461
96
557
197
8
205
690
895
Capital expenditures attributable to Predecessors for the three-year period ended December 31, 2017 , primarily reflected construction of the Sweeny
Fractionator and Clemens Caverns, as well as contributions to Dakota Access and ETCO to fund construction, completion and startup of the Bakken
Pipeline.
Our capital expenditures and investments attributable to the Partnership for the year ended December 31, 2017 , were $352 million , reflecting:
•
•
•
•
•
•
•
Contributions to Sand Hills to increase capacity on its NGL pipeline system.
Contributions to STACK to extend the origination point of its pipeline system to access additional area producers and increase capacity.
Contributions to Bayou Bridge to continue progress on its pipeline segment from Lake Charles, Louisiana, to St. James, Louisiana.
Reactivation and upgrading of various tanks at the Bayway Products System to facilitate additional storage and gasoline blending.
Contributions to Paradigm Pipeline LLC (Paradigm) to fund its contributions to the Sacagawea Pipeline joint venture to construct a natural gas
pipeline.
Contributions to Dakota Access and ETCO for post-construction spending related to the Bakken Pipeline.
Construction of a new isomerization unit at the Phillips 66 Lake Charles Refinery.
Our capital expenditures and investments attributable to the Partnership for the year ended December 31, 2016 , were $461 million , reflecting:
• Acquisition from a third party of the River Parish NGL System, NGL logistics assets, located in Southeast Louisiana.
• Acquisition of a 50 percent interest in STACK, which owns and operates a crude storage terminal and a common carrier pipeline that transports
crude oil.
Increased storage capacity at Clemens Caverns to 7.5 million barrels.
Contribution to Paradigm to fund its contributions to the Sacagawea Pipeline, a crude oil gathering system in North Dakota.
•
•
49
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Index to Financial Statements
•
•
Contributions to Bayou Bridge to construct a pipeline to transport crude from Nederland, Texas, to St. James, Louisiana. The initial segment of
the pipeline to the Phillips 66 refinery in Lake Charles, Louisiana, was placed in service in April 2016.
Contributions to Sand Hills to increase capacity on its NGL pipeline system.
• Acquisition from a third party of an additional 2.48 percent equity interest in Explorer.
Our capital expenditures and investments attributable to the Partnership for the year ended December 31, 2015 , were $205 million , reflecting:
• Acquisition of Phillips 66’s interest in the Bayou Bridge Pipeline.
•
•
•
•
Shared construction costs of the joint-venture projects with Paradigm, including construction of the Palermo Rail Terminal and the Sacagawea
Pipeline.
Construction, completion and startup of the Eagle Ford Gathering System.
Contributions to Sand Hills to increase capacity on its NGL pipeline system.
Reactivation and expansion of the Cross-Channel Connector Products System.
2018 Budget
We have forecasted capital expenditures and investments to be $595 million for the year ending December 31, 2018. Of that amount, $510 million is
allocated to expansion projects and $85 million is targeted for maintenance capital spending. The forecasted capital expenditures and investments are
directed toward spending on:
•
•
•
•
Contributions to Sand Hills to increase capacity on its NGL pipeline system.
Construction of the new isomerization unit at the Phillips 66 Lake Charles Refinery.
Contributions to Bayou Bridge to continue progress on its pipeline segment from Lake Charles, Louisiana, to St. James, Louisiana.
Contributions to Paradigm to fund its contributions to the Sacagawea Pipeline joint venture to construct a natural gas pipeline.
We anticipate forecasted maintenance capital expenditures to be primarily funded with cash from operations. We expect to rely primarily upon debt
financing, our ATM Programs and a portion of our current cash and cash equivalents to fund any significant expansion capital expenditures in 2018.
Cash Distributions
On January 17, 2018 , the Board of Directors of our General Partner declared a quarterly cash distribution of $0.678 per common unit which, combined
with distributions to our General Partner, and excluding distributions to holders of our preferred units, resulted in a total distribution of $129 million
attributable to the fourth quarter of 2017 . This distribution was paid February 13, 2018 , to unitholders of record as of January 31, 2018 .
Cash distributions are made to our General Partner in respect of its 2 percent general partner interest and its ownership of all incentive distribution rights
(IDRs), which entitles our General Partner to receive increasing percentages, up to 50 percent, of quarterly cash distributions in excess of $0.244375 per
common unit. Accordingly, based on the per-unit distribution declared on January 17, 2018 , our General Partner received 36 percent of the fourth-
quarter 2017 cash distribution in respect of its general partner interest and its ownership of all IDRs.
50
Table of Contents
Index to Financial Statements
The following table summarizes our quarterly cash distributions for 2017 and 2016 to our common unitholders and our General Partner:
Quarter Ended
December 31, 2017
September 30, 2017
June 30, 2017
March 31, 2017
December 31, 2016
September 30, 2016
June 30, 2016
March 31, 2016
*Cash distributions declared attributable to the indicated periods.
Quarterly Cash Distribution Per
Common Unit* (Dollars)
$
0.678
0.646
0.615
0.586
0.558
0.531
0.505
0.481
Total Quarterly Cash
Distribution
(Millions of Dollars)
$
129
121
104
95
88
82
70
56
Date of Distribution
February 13, 2018
November 13, 2017
August 11, 2017
May 12, 2017
February 13, 2017
November 14, 2016
August 12, 2016
May 12, 2016
The holders of the preferred units are entitled to receive cumulative quarterly distributions equal to $0.678375 per preferred unit commencing for the
quarter ended December 31, 2017, with a prorated amount from the date of issuance. Preferred unitholders received $9 million of distributions
attributable to the fourth quarter of 2017.
Subordination Unit Conversion
Following the May 12, 2015, payment of the cash distribution attributable to the first quarter of 2015, the requirements under the partnership agreement
for the conversion of all subordinated units into common units were satisfied. As a result, in the second quarter of 2015 the 35,217,112 subordinated
units held by Phillips 66 converted into common units on a one-for-one basis, and thereafter participate on terms equal with all other common units in
distributions of available cash. The conversion of the subordinated units did not impact the amount of cash distributions paid by us or the total number
of outstanding units.
Contractual Obligations
The following table summarizes our aggregate contractual obligations as of December 31, 2017 :
Debt obligations (a)
Interest on debt
Operating lease obligations
Purchase obligations (b)
Other long-term liabilities:
Asset retirement obligations
Accrued environmental costs
Total
Millions of Dollars
Payments Due by Period
Up to
1 Year
Years
2-3
Years
4-5
After
5 Years
25
113
3
92
—
—
233
325
225
6
14
—
—
570
50
213
6
8
—
—
277
2,575
1,428
93
9
10
1
4,116
$
Total
2,975
1,979
108
123
10
1
$
5,196
(a) See Note 11—Debt , in the Notes to Consolidated Financial Statements, for additional information.
(b) Represents any agreement to purchase goods or services that is enforceable and legally binding and that specifies all significant terms. Includes
accounts payable reflected on our consolidated balance sheet.
51
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Index to Financial Statements
In addition to the contractual obligations included in the table above, we are party to an amended omnibus agreement with Phillips 66. The amended
omnibus agreement contractually requires us to pay a monthly operational and administrative support fee in the amount of $8 million to Phillips 66 for
certain administrative and operational support services provided to us. The amended omnibus agreement generally remains in full force and effect so
long as Phillips 66 controls our General Partner. Due to the indefinite nature of the agreement’s term, the fixed fee is not included in the contractual
obligations table above.
Our preferred units are contractually entitled to receive cumulative quarterly distributions. As of December 31, 2017, distributions to our preferred
unitholders are $38 million on an annual basis. However, subject to certain conditions, we or the holders of the preferred units may convert the
preferred units into common units at certain anniversary dates after the issuance date. Due to the uncertain timing of any potential conversion,
distributions related to the preferred units were not included in the contractual obligations table above.
Contingencies
From time to time, lawsuits involving a variety of claims that arise in the ordinary course of business are filed against us. We also may be required to
remove or mitigate the effects on the environment of the placement, storage, disposal or release of certain chemical, mineral and petroleum substances
at various sites. We regularly assess the need for accounting recognition or disclosure of these contingencies. In the case of all known contingencies
(other than those related to income taxes), we accrue a liability when the loss is probable and the amount is reasonably estimable. If a range of amounts
can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. We
do not reduce these liabilities for potential insurance or third-party recoveries. If applicable, we accrue receivables for probable insurance or other third-
party recoveries. In the case of income-tax-related contingencies, we use a cumulative probability-weighted loss accrual in cases where sustaining a tax
position is less than certain.
Based on currently available information, we believe it is remote that future costs related to known contingent liability exposures will exceed current
accruals by an amount that would have a material adverse impact on our consolidated financial statements. As we learn new facts concerning
contingencies, we reassess our position both with respect to accrued liabilities and other potential exposures. Estimates particularly sensitive to future
changes include any contingent liabilities recorded for environmental remediation, tax and legal matters. Estimated future environmental remediation
costs are subject to change due to such factors as the uncertain magnitude of cleanup costs, the unknown time and extent of such remedial actions that
may be required, and the determination of our liability in proportion to that of other potentially responsible parties. Estimated future costs related to tax
and legal matters are subject to change as events evolve and as additional information becomes available during the administrative and litigation
processes.
Regulatory Matters
Our interstate common carrier crude oil and refined petroleum products pipeline operations are subject to rate regulation by the Federal Energy
Regulatory Commission under the Interstate Commerce Act and Energy Policy Act of 1992, and certain of our pipeline systems providing intrastate
service are subject to rate regulation by applicable state authorities under their respective laws and regulations. Our pipeline, rail rack and terminal
operations are also subject to safety regulations adopted by the Department of Transportation, as well as to state regulations.
Legal and Tax Matters
Under our amended omnibus agreement, Phillips 66 provides certain services for our benefit, including legal and tax support services, and we pay an
operational and administrative support fee for these services. Phillips 66’s legal and tax organizations apply their knowledge, experience and
professional judgment to the specific characteristics of our cases and uncertain tax positions. Phillips 66’s legal organization employs a litigation
management process to manage and monitor the legal proceedings against us. The process facilitates the early evaluation and quantification of potential
exposures in individual cases and enables tracking of those cases that have been scheduled for trial and/or mediation. Based on professional judgment
and experience in using these litigation management tools and available information about current developments in all our cases, Phillips 66’s legal
organization regularly assesses the adequacy of current accruals and recommends if adjustment of existing accruals, or establishment of new accruals, is
required. As of December 31, 2017 and 2016 , we did not have any material accrued contingent liabilities associated with litigation matters.
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Index to Financial Statements
Environmental
We are subject to extensive federal, state and local environmental laws and regulations. These requirements, which frequently change, regulate the
discharge of materials into the environment or otherwise relate to protection of the environment. Compliance with these laws and regulations may
require us to remediate environmental damage from any discharge of petroleum or chemical substances from our facilities or require us to install
additional pollution control equipment at or on our facilities. Our failure to comply with these or any other environmental or safety-related regulations
could result in the assessment of administrative, civil, or criminal penalties, the imposition of investigatory and remedial liabilities, and the issuance of
governmental orders that may subject us to additional operational constraints. Future expenditures may be required to comply with the Federal Clean
Air Act and other federal, state and local requirements in respect of our various sites, including our pipelines and storage assets. The impact of
legislative and regulatory developments, if enacted or adopted, could result in increased compliance costs and additional operating restrictions on our
business, each of which could have an adverse impact on our financial position, results of operations and liquidity.
As with all costs, if these expenditures are not ultimately reflected in the tariffs and other fees we receive for our services, our operating results will be
adversely affected. We believe that substantially all similarly situated parties and holders of comparable assets must comply with similar environmental
laws and regulations. However, the specific impact on each may vary depending on a number of factors, including, but not limited to, the age and
location of its operating facilities.
We accrue for environmental remediation activities when the responsibility to remediate is probable and the amount of associated costs can be
reasonably estimated. As environmental remediation matters proceed toward ultimate resolution or as additional remediation obligations arise, charges
in excess of those previously accrued may be required. New or expanded environmental requirements, which could increase our environmental costs,
may arise in the future. We believe we are in substantial compliance with all legal obligations regarding the environment and have established the
environmental accruals that are currently required; however, it is not possible to predict all of the ultimate costs of compliance, including remediation
costs that may be incurred and penalties that may be imposed, because not all of the costs are fixed or presently determinable (even under existing
legislation) and the costs may be affected by future legislation or regulations.
Paradis Pipeline Station Incident
On February 9, 2017, a fire occurred at the Paradis Pipeline Station on the River Parish NGL System. There was one Phillips 66 employee fatality and
other workers injured. We continue to cooperate with regulatory agencies investigating this incident. We do not currently expect claims related to this
incident, individually or in the aggregate, to have a material impact on our results of operations.
Indemnification and Excluded Liabilities
Under our amended omnibus agreement and pursuant to the terms of various agreements under which we acquired assets from Phillips 66, Phillips 66
will indemnify us, or assume responsibility, for certain environmental liabilities, tax liabilities, litigation and any other liabilities attributable to the
ownership or operation of the assets contributed to us and that arose prior to the effective date of each acquisition. These indemnifications and
exclusions from liability have, in some cases, time limits and deductibles. When Phillips 66 performs under any of these indemnifications or exclusions
from liability, we recognize non-cash expenses and associated non-cash capital contributions from our General Partner, as these are considered
liabilities paid for by a principal unitholder.
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CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with GAAP requires management to select appropriate accounting policies and to make estimates
and assumptions about future events that affect the reported amounts of assets, liabilities, revenues and expenses.
See Note 2—Summary of Significant Accounting Policies , in the Notes to Consolidated Financial Statements, for descriptions of our significant
accounting policies. Certain of these accounting policies involve judgments and uncertainties to such an extent that there is a reasonable likelihood that
materially different amounts would have been reported under different conditions, or if different assumptions had been used. The following discussions
of critical accounting estimates, along with the discussion of contingencies in this report, address all important accounting areas where the nature of
accounting estimates or assumptions could be material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters
or the susceptibility of such matters to change.
Depreciation
We calculate depreciation expense using the straight-line method over the estimated useful lives of our properties, plants and equipment (PP&E),
currently ranging from 3 years to 45 years. Changes in the estimated useful lives of our PP&E could have a material effect on our results of operations.
Impairments
Long-lived assets used in operations are assessed for impairment whenever changes in facts and circumstances indicate the carrying amount of an asset
group may not be recoverable. If the sum of the undiscounted pretax cash flows of an asset group is less than the carrying value, including applicable
liabilities, the carrying value is written down to estimated fair value. Individual assets are grouped for impairment purposes based on a judgmental
assessment of the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets,
generally at a pipeline system, terminal, processing or fractionation system level. Because there usually is a lack of quoted market prices for long-lived
assets, the fair value of impaired assets is typically determined using one or more of the following methods: present value of expected future cash flows
using discount rates and other assumptions believed to be consistent with those used by principal market participants; a market multiple of earnings for
similar assets; or historical market transactions of similar assets, adjusted using principal market participant assumptions when necessary. The expected
future cash flows used for impairment reviews and related fair value calculations are based on judgmental assessments of future volumes, commodity
prices, operating costs, margins, discount rates and capital project decisions, considering all available information at the date of review.
Investments in nonconsolidated entities accounted for under the equity method are reviewed for impairment when there is evidence of a loss in value.
Such evidence of a loss in value might include our inability to recover the carrying amount, the lack of sustained earnings capacity which would justify
the current investment amount, or a current fair value less than the investment’s carrying amount. When it is determined such a loss in value is other
than temporary, an impairment charge is recognized for the difference between the investment’s carrying value and its estimated fair value. When
determining whether a decline in value is other than temporary, management considers factors such as the length of time and extent of the decline, the
investee’s financial condition and near-term prospects, and our ability and intention to retain our investment for a period that will be sufficient to allow
for any anticipated recovery in the market value of the investment. When quoted market prices are not available, the fair value is usually based on the
present value of expected future cash flows using discount rates and other assumptions believed to be consistent with those used by principal market
participants and a market analysis of comparable assets, if appropriate. Differing assumptions could affect the timing and the amount of an impairment
of an investment in any period.
Asset Retirement Obligations
Under various contracts, permits and regulations, we have legal obligations to remove tangible equipment and restore the land at the end of operations
at certain operational sites. Our largest asset removal obligations involve the abandonment or removal of pipeline. Estimating the timing and amount of
payments for future asset removal costs is difficult. Most of these removal obligations are many years, or decades, in the future and the contracts and
regulations often have vague descriptions of what removal practices and criteria must be met when the removal event actually occurs. Asset removal
technologies and costs, regulatory and other compliance considerations, expenditure timing, and other inputs into valuation of the obligation, including
discount and inflation rates, are also subject to change.
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Environmental Costs
In addition to asset retirement obligations arising from contracts, permits and regulations, we have certain obligations to complete environmental-related
projects. These obligations are primarily related to historical releases of refined petroleum products. Future environmental remediation costs are
difficult to estimate because they are subject to change due to such factors as the uncertain magnitude of cleanup costs, the unknown time and extent of
such remedial actions that may be required, and the determination of our liability in proportion to that of other responsible parties.
Goodwill
At December 31, 2017, we had $185 million of goodwill recorded in conjunction with past business combinations. The majority of our goodwill is
related to acquisitions from Phillips 66. In these common control transactions, the net assets acquired are recorded at Phillips 66’s historical carrying
value, including any associated goodwill. Goodwill is not amortized. Instead, goodwill is tested for impairment at a reporting unit level on an annual
basis, or more frequently if impairment indicators arise. The reporting unit or units used to evaluate and measure goodwill for impairment are primarily
determined from the manner in which the business is managed. A reporting unit is an operating segment or a component that is one level below an
operating segment. We have one reporting unit with a goodwill balance.
Because quoted market prices for our reporting unit with a goodwill balance are not available, management applies judgment in determining the
estimated fair values of the reporting unit for purposes of performing the goodwill impairment test. Management uses all available information to make
this fair value determination, including observed market earnings multiples of comparable companies and partnerships, our common unit price and
associated total partnership market capitalization.
We completed our annual impairment test, as of October 1, 2017, and concluded the fair value of our reporting unit with a goodwill balance continued
to exceed its recorded net book value by a significant percentage. However, a decline in the estimated fair value of the reporting unit in the future could
result in an impairment. A prolonged or significant decline in our unit price or a significant decline in actual or forecasted earnings could provide
evidence of a significant decline in fair value and a need to record a material impairment of goodwill. After we have completed our annual test, we
continue to monitor for impairment indicators, which can lead to further goodwill impairment testing.
NEW ACCOUNTING STANDARDS
In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-01, “Business Combinations
(Topic 805): Clarifying the Definition of a Business,” which clarifies the definition of a business with the objective of adding guidance to assist in
evaluating whether transactions should be accounted for as acquisitions of assets or businesses. The amendment provides a screen for determining when
a transaction involves an acquisition of a business. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable
asset or a group of similar identifiable assets, then the transaction is not considered an acquisition of a business. If the screen is not met, then the
amendment requires that, to be considered a business, the operation must include, at a minimum, an input and a substantive process that together
significantly contribute to the ability to create an output. The guidance may reduce the number of transactions accounted for as business acquisitions.
Public business entities should apply the guidance in ASU No. 2017-01 to annual periods beginning after December 15, 2017, including interim periods
within those periods, with early adoption permitted. The amendment should be applied prospectively, and no disclosures are required at the effective
date. We are currently evaluating the provisions of ASU No. 2017-01.
In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” The new standard establishes a right-of-use (ROU) model that requires a
lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will continue to be
classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. Similarly, lessors will
be required to classify leases as sales-type, finance or operating, with classification affecting the pattern of income recognition. Classification for both
lessees and lessors will be based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease
contract. Public business entities should apply the guidance in ASU No. 2016-02 for annual periods beginning after December 15, 2018, including
interim periods within those annual periods, with early adoption permitted. Entities are required to adopt the ASU using a modified retrospective
approach, subject to certain optional practical expedients, and apply its provisions to leasing arrangements existing at or entered into after the earliest
comparative period presented in the financial statements. We are currently evaluating the provisions of ASU No.
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2016-02 and assessing its impact on our financial statements. As part of our assessment work-to-date, we have formed an implementation team,
commenced identification of our lease population and selected a lease software package.
In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial
Assets and Financial Liabilities,” to meet its objective of providing more decision-useful information about financial instruments. The majority of this
ASU’s provisions amend only the presentation or disclosures of financial instruments; however, one provision affects net income. Equity investments
carried under the cost method or lower of cost or fair value method of accounting, in accordance with current GAAP, will have to be carried at fair
value upon adoption of ASU No. 2016-01, with changes in fair value recorded in net income. For equity investments that do not have readily
determinable fair values, a company may elect to carry such investments at cost less impairments, if any, adjusted up or down for price changes in
similar financial instruments issued by the investee, when and if observed. Public business entities should apply the guidance in ASU No. 2016-01 for
annual periods beginning after December 15, 2017, and interim periods within those annual periods, with early adoption prohibited. We are currently
evaluating the provisions of ASU No. 2016-01. Our initial review indicates that ASU No. 2016-01 will have a limited impact on our financial
statements.
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” This ASU and other related updates issued
are intended to improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets and expand
disclosure requirements. In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the
Effective Date.” The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities should
apply the guidance in ASU No. 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that
reporting period. Our assessment work included the formation of an implementation work team, training on the new ASU’s revenue recognition model,
contract review and documentation, and the monitoring of industry interpretative issues. We adopted the standard on January 1, 2018, using the
modified retrospective application. Our evaluation of the ASU is near completion, which includes understanding the impact of adoption on earnings
from equity method investments and revenue within lease arrangements. Based on our analysis to-date, we expect to record a noncash cumulative
effect increase to total equity ranging from $20 million to $25 million , primarily related to accelerated revenue recognition on contracts with minimum
volume commitments. We also expect increased disclosures on revenue recognition.
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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss arising from adverse fluctuations in interest rates, the exchange rates of foreign currency markets, and commodity prices.
Since we conduct our business in U.S. dollars, we are not exposed to foreign currency exchange-rate risk.
Commodity Price Risk
Since we neither take ownership of the crude oil, refined petroleum products or NGLs we transport or store for our customers nor engage in commodity
trading, we have limited direct exposure to risks associated with fluctuating commodity prices. Certain of our pipeline tariffs include a contractual loss
allowance, calculated as a percentage of throughput volume multiplied by the quoted market price of the commodities shipped. This loss allowance,
which represented 3 percent , 3 percent and 4 percent of our total operating revenues in 2017 , 2016 and 2015 , respectively, is more volatile than tariffs
and terminaling fees, as it depends on and fluctuates with commodity prices of the products we transport and store; however, we do not intend to
mitigate this risk to our revenues by hedging this commodity price exposure.
Interest Rate Risk
Our use of fixed- or variable-rate debt directly exposes us to interest rate risk. Fixed-rate debt, such as our senior notes, exposes us to changes in the fair
value of our debt due to changes in market interest rates. Fixed-rate debt also exposes us to the risk that we may need to refinance maturing debt with
new debt at higher rates, or that we may be obligated to pay rates higher than the current market. Variable-rate debt, such as borrowings under our
revolving credit facility and tax-exempt bonds, exposes us to short-term changes in market rates that impact our interest expense.
The following tables provide information about our debt instruments that are sensitive to changes in U.S. interest rates. These tables present principal
cash flows and related weighted-average interest rates by expected maturity dates. Weighted-average variable rates are based on effective rates at the
reporting date. The carrying amount of our floating-rate debt approximates its fair value. The fair value of the fixed-rate financial instruments is
estimated based on observable market prices.
Expected Maturity Date
At December 31, 2017
2018
2019
2020
2021
2022
Thereafter
Total
Fair value
Millions of Dollars Except as Indicated
Fixed-Rate
Maturity
Weighted-
Average Interest
Rate
Floating Rate
Maturity
Weighted-
Average Interest
Rate
$
$
$
—
—
300
—
—
2,575
2,875
2,918
57
1.9%
1.9%
1.9%
$
2.6%
4.1%
$
$
25
—
25
50
—
—
100
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Expected Maturity Date
At December 31, 2016
2017
2018
2019
2020
2021
Thereafter
Total
Fair value
Millions of Dollars Except as Indicated
Fixed-Rate
Maturity
Weighted-
Average Interest
Rate
Floating Rate
Maturity
Weighted-
Average Interest
Rate
$
$
$
—
—
—
300
—
1,925
2,225
2,147
58
1.8%
2.0%
$
2.6%
4.2%
$
$
15
—
—
—
195
—
210
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report includes forward-looking statements. You can identify our forward-looking statements by the words “anticipate,” “estimate,” “believe,”
“budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,”
“forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar expressions.
We based the forward-looking statements on our current expectations, estimates and projections about us and the industries in which we operate in
general. We caution you these statements are not guarantees of future performance as they involve assumptions that, while made in good faith, may
prove to be incorrect, and involve risks and uncertainties we cannot predict. In addition, we based many of these forward-looking statements on
assumptions about future events that may prove to be inaccurate. Accordingly, our actual outcomes and results may differ materially from what we have
expressed or forecast in the forward-looking statements. Any differences could result from a variety of factors, including the following:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
The continued ability of Phillips 66 to satisfy its obligations under our commercial and other agreements.
The volume of crude oil, NGL and refined petroleum products we transport, fractionate, process, terminal and store.
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, NGL 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, fractionating, processing, terminaling and storing crude
oil, NGL 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.
Inability to obtain or maintain permits in a timely manner, if at all, including those necessary for capital projects, or the revocation or
modification of existing permits.
Inability to comply with government regulations or make capital expenditures required to maintain compliance.
Failure to timely complete construction of announced and future capital projects.
The operation, financing and distribution decisions of our joint ventures.
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, railcars and other means of delivering and transporting crude oil, NGL 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 this report.
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PHILLIPS 66 PARTNERS LP
INDEX TO FINANCIAL STATEMENTS
Report of Management
Reports of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm (DCP Sand Hills Pipeline, LLC)
Report of Independent Registered Public Accounting Firm (DCP Southern Hills Pipeline, LLC)
Report of Independent Registered Public Accounting Firm (Dakota Access, LLC)
Consolidated Financial Statements of Phillips 66 Partners LP:
Consolidated Statement of Income for the years ended December 31, 2017, 2016 and 2015
Consolidated Statement of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015
Consolidated Balance Sheet at December 31, 2017 and 2016
Consolidated Statement of Cash Flows for the years ended December 31, 2017, 2016 and 2015
Consolidated Statement of Changes in Equity for the years ended December 31, 2017, 2016 and 2015
Notes to Consolidated Financial Statements
Supplementary Data
Selected Quarterly Financial Data (Unaudited)
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61
62
64
65
66
67
68
69
70
71
73
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Report of Management
The accompanying consolidated financial statements of Phillips 66 Partners LP (the Partnership) and the other information appearing in this Annual
Report were prepared by, and are the responsibility of, management of the Partnership’s general partner, Phillips 66 Partners GP LLC. The consolidated
financial statements present fairly the Partnership’s financial position, results of operations and cash flows in conformity with generally accepted
accounting principles in the United States. In preparing its consolidated financial statements, the Partnership includes amounts that are based on
estimates and judgments management of the Partnership’s general partner believes are reasonable under the circumstances. The Partnership’s financial
statements have been audited by Ernst & Young LLP, an independent registered public accounting firm appointed by the Audit Committee of the
Phillips 66 Partners GP LLC Board of Directors. The management of the Partnership’s general partner has made available to Ernst & Young LLP all of
the Partnership’s financial records and related data, as well as the minutes of directors’ meetings.
Assessment of Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Phillips 66 Partners’ internal control
system was designed to provide reasonable assurance to the management and directors of the Partnership’s general partner regarding the preparation
and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement preparation and presentation.
Management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2017 . In making this
assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated
Framework (2013). Based on this assessment, management concluded the Partnership’s internal control over financial reporting was effective as of
December 31, 2017 .
Ernst & Young LLP has issued an audit report on the Partnership’s internal control over financial reporting as of December 31, 2017 , and their report is
included herein.
/s/ Greg C. Garland
/s/ Kevin J. Mitchell
Greg C. Garland
Chairman of the Board of Directors and
Chief Executive Officer
Phillips 66 Partners GP LLC
(the general partner of Phillips 66 Partners LP)
Kevin J. Mitchell
Director, Vice President and
Chief Financial Officer
Phillips 66 Partners GP LLC
(the general partner of Phillips 66 Partners LP)
Date: February 23, 2018
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Report of Independent Registered Public Accounting Firm
To the Board of Directors of Phillips 66 Partners GP LLC and
Unitholders of Phillips 66 Partners LP
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Phillips 66 Partners LP (the “Partnership”) as of December 31, 2017 and 2016, and
the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended
December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audits and the reports of
other auditors, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Partnership at
December 31, 2017 and 2016, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December
31, 2017, in conformity with U.S. generally accepted accounting principles.
We did not audit the consolidated financial statements of DCP Sand Hills Pipeline, LLC and DCP Southern Hills Pipeline, LLC (the “Pipelines”) and
Dakota Access, LLC (“Dakota”). The Partnership accounts for its 33.34% interest in each of the Pipelines and its 25% interest in Dakota using the
equity method of accounting. In the financial statements, the Partnership’s total investment in the Pipelines is stated at $724 million and $657 million as
of December 31, 2017 and 2016, respectively, and the Partnership’s total equity in net income of the Pipelines is stated at $108 million, $88 million and
$62 million for the years ended December 31, 2017, 2016 and 2015, respectively. In the financial statements, the Partnership’s total investment in
Dakota is stated at $485 million as of December 31, 2017 and the Partnership’s total equity in net income of Dakota is stated at $52 million for the year
ended December 31, 2017. The Pipelines’ and Dakota’s consolidated financial statements were audited by other auditors whose reports have been
furnished to us, and our opinion, insofar as it relates to the amounts included for the Pipelines for 2017, 2016 and 2015 and Dakota for 2017, are based
on the reports of the other auditors.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Partnership's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 23, 2018
expressed an unqualified opinion thereon .
Basis for Opinion
These financial statements are the responsibility of the management of the Partnership’s general partner, Phillips 66 Partners GP LLC. Our
responsibility is to express an opinion on the Partnerships’ financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included
performing procedures to assess the risks of material misstatement of the financial statements, whether due to error of fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinion.
Houston, Texas
February 23, 2018
We have served as the Partnership’s auditor since 2012.
/s/ Ernst & Young LLP
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Report of Independent Registered Public Accounting Firm
To the Board of Directors of Phillips 66 Partners GP LLC and
Unitholders of Phillips 66 Partners LP
Opinion on Internal Control over Financial Reporting
We have audited Phillips 66 Partners LP's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO
criteria). In our opinion, Phillips 66 Partners LP (the Partnership) maintained, in all material respects, effective internal control over financial reporting
as of December 31, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated
balance sheet of the Partnership as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, changes
in equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and our report dated February 23,
2018, expressed an unqualified opinion thereon.
Basis for Opinion
Management of the Partnership’s general partner, Phillips 66 Partners GP LLC, is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying “Report of Management.”
Our responsibility is to express an opinion on the Partnership's internal control over financial reporting based on our audit. We are a public accounting
firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's
internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Houston, Texas
February 23, 2018
/s/ Ernst & Young LLP
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Report of Independent Registered Public Accounting Firm
To the Members of
DCP Sand Hills Pipeline, LLC
Denver, Colorado
Opinion on the Financial Statements
We have audited the consolidated balance sheets of DCP Sand Hills Pipeline, LLC and subsidiary (the “Company”) as of December 31, 2017 and 2016,
the related consolidated statements of operations, changes in members’ equity, and cash flows for the years ended December 31, 2017 and 2016, and for
the period from March 2, 2015 through December 31, 2015, and the related notes (collectively referred to as the “financial statements”). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results
of its operations and its cash flows for the years ended December 31, 2017 and 2016, and for the period from March 2, 2015 through December 31,
2015, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United
States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but
not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no
such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Deloitte & Touche LLP
Denver, Colorado
February 9, 2018
We have served as the Company’s auditor since 2013.
64
Table of Contents
Index to Financial Statements
Report of Independent Registered Public Accounting Firm
To the Members of
DCP Southern Hills Pipeline, LLC
Denver, Colorado
Opinion on the Financial Statements
We have audited the consolidated balance sheets of DCP Southern Hills Pipeline, LLC and subsidiary (the “Company”) as of December 31, 2017 and
2016, the related consolidated statements of operations, changes in members’ equity, and cash flows for each of the three years in the period ended
December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of
America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United
States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but
not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no
such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Deloitte & Touche LLP
Denver, Colorado
February 9, 2018
We have served as the Company’s auditor since 2013.
65
Table of Contents
Index to Financial Statements
Report of Independent Registered Public Accounting Firm
Board of Managers and Members
Dakota Access, LLC
Opinion on the financial statements
We have audited the consolidated balance sheet of Dakota Access, LLC (a Delaware limited liability company) and subsidiary (the “Company”) as of
December 31, 2017, and the related consolidated statement of operations, members’ equity, and cash flows for the year then ended, and the related
notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2017, and the results of their operations and their cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States of America.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United
States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but
not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express
no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our
opinion.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2015.
Dallas, Texas
February 16, 2018
66
Table of Contents
Index to Financial Statements
Consolidated Statement of Income
Phillips 66 Partners LP
Years Ended December 31
Revenues and Other Income
Operating revenues—related parties
Operating revenues—third parties
Equity in earnings of affiliates
Other income
Total revenues and other income
Costs and Expenses
Operating and maintenance expenses
Depreciation
General and administrative expenses
Taxes other than income taxes
Interest and debt expense
Other expenses
Total costs and expenses
Income before income taxes
Income tax expense
Net income
Less: Net income attributable to Predecessors
Net income attributable to the Partnership
Less: Preferred unitholders’ interest in net income attributable to the Partnership
Less: General partner’s interest in net income attributable to the Partnership
Limited partners’ interest in net income attributable to the Partnership
Net Income Attributable to the Partnership Per Limited Partner Unit—Basic and Diluted
(dollars)
Common units—basic
Common units—diluted
Subordinated units—Phillips 66—basic and diluted
Cash Distributions Paid Per Common Unit (dollars)
Weighted-Average Limited Partner Units Outstanding—Basic and Diluted ( thousands
)
Common units—basic
Common units—diluted
Subordinated units—Phillips 66—basic and diluted
See Notes to Consolidated Financial Statements.
67
$
$
$
$
Millions of Dollars
2017
2016
2015
894
40
223
12
1,169
321
116
69
33
101
1
641
528
4
524
63
461
9
160
292
2.60
2.59
—
727
31
114
1
873
216
96
65
33
52
1
463
410
2
408
107
301
—
92
209
2.20
2.20
—
582
30
77
6
695
203
61
63
27
34
1
389
306
—
306
112
194
—
41
153
2.02
2.02
1.24
2.405
1.975
1.538
112,045
115,339
—
95,240
95,240
—
68,174
68,174
12,736
Table of Contents
Index to Financial Statements
Consolidated Statement of Comprehensive Income
Phillips 66 Partners LP
Years Ended December 31
Net Income
Defined benefit plans
Plans sponsored by equity affiliates, net of tax
Other comprehensive income
Comprehensive Income
See Notes to Consolidated Financial Statements.
2017
Millions of Dollars
2016
408
2015
306
—
—
306
1
1
409
$
$
524
—
—
524
68
Table of Contents
Index to Financial Statements
Consolidated Balance Sheet
At December 31
Assets
Cash and cash equivalents
Accounts receivable—related parties
Accounts receivable—third parties
Materials and supplies
Prepaid expenses and other current assets
Total current assets
Equity investments
Net properties, plants and equipment
Goodwill
Deferred rentals and other assets
Total Assets
Liabilities
Accounts payable—related parties
Accounts payable—third parties
Accrued property and other taxes
Accrued interest
Short-term debt
Deferred revenues
Other current liabilities
Total current liabilities
Long-term debt
Asset retirement obligations and accrued environmental costs
Deferred income taxes
Deferred revenues and other liabilities
Total Liabilities
Equity
Preferred unitholders (2017—13,819,791 units issued and outstanding;
2016—no units issued and outstanding)
Common unitholders—public (2017—52,811,822 units issued and outstanding; 2016—43,134,902 units
issued and outstanding)
Common unitholder—Phillips 66 (2017—68,760,137 units issued and outstanding; 2016—64,047,024
units issued and outstanding)
General partner—Phillips 66 (2017—2,480,051 units issued and outstanding;
2016—2,187,386 units issued and outstanding)
Accumulated other comprehensive loss
Total Equity
Total Liabilities and Equity
See Notes to Consolidated Financial Statements.
69
Phillips 66 Partners LP
Millions of Dollars
2017
2016
$
$
$
$
185
83
3
12
9
292
1,932
2,918
185
7
5,334
21
39
15
34
25
35
2
171
2,920
11
5
66
3,173
746
2,274
487
(1,345)
(1)
2,161
5,334
2
76
7
11
4
100
1,142
2,675
185
7
4,109
12
31
10
26
15
14
3
111
2,396
11
2
23
2,543
—
1,795
476
(704)
(1)
1,566
4,109
Table of Contents
Index to Financial Statements
Consolidated Statement of Cash Flows
Years Ended December 31
Cash Flows From Operating Activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation
Undistributed equity earnings
Deferred revenues and other liabilities
Other
Working capital adjustments
Decrease (increase) in accounts receivable
Decrease (increase) in materials and supplies
Decrease (increase) in prepaid expenses and other current assets
Increase (decrease) in accounts payable
Increase (decrease) in accrued interest
Increase (decrease) in deferred revenues
Increase (decrease) in other accruals
Net Cash Provided by Operating Activities
Cash Flows From Investing Activities
Bakken Pipeline/MSLP acquisition
Eagle acquisition
Sand Hills/Southern Hills/Explorer equity investment acquisition
Restricted cash received from combination of business
Collection of loan receivable
Cash capital expenditures and investments
Return of investment from equity affiliates
Net Cash Used in Investing Activities
Cash Flows From Financing Activities
Net contributions from (to) Phillips 66 to (from) Predecessors
Acquisition of noncontrolling interest in Sweeny Frac LLC
Issuance of debt
Repayment of debt
Issuance of common units
Issuance of preferred units
Debt issuance costs
Distributions to General Partner associated with acquisitions*
Quarterly distributions to common unitholders—public
Quarterly distributions to common unitholder—Phillips 66
Quarterly distributions to subordinated unitholder—Phillips 66
Quarterly distributions to General Partner—Phillips 66
Other net cash contributions from Phillips 66
Net Cash Provided by Financing Activities
Net Change in Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, Cash Equivalents and Restricted Cash at End of Period
Phillips 66 Partners LP
Millions of Dollars
2017
2016
2015
$
$
524
116
(1)
43
12
(4)
(1)
(5)
14
7
21
(2)
724
(729)
—
—
318
8
(431)
52
(782)
(179)
—
2,008
(2,152)
468
737
(6)
(234)
(112)
(157)
—
(139)
7
241
183
2
185
408
306
96
1
9
6
(58)
(2)
(2)
19
4
10
1
492
—
(990)
—
—
—
(584)
16
61
—
11
2
1
(2)
(2)
(9)
13
4
7
392
—
—
(734)
—
—
(948)
12
(1,558)
(1,670)
45
(656)
2,118
(1,096)
971
—
(10)
(119)
(64)
(119)
—
(76)
24
(46)
—
1,781
(499)
384
—
(10)
(146)
(35)
(63)
(25)
(30)
—
1,018
1,311
(48)
50
2
33
17
50
*See Note 18— Cash Flow Information .
See Notes to Consolidated Financial Statements.
70
Table of Contents
Index to Financial Statements
Consolidated Statement of Changes in Equity
Phillips 66 Partners LP
Preferred
Unitholders
Public
Common
Unitholders
Public
Common
Unitholder
Phillips 66
Partnership
Subordinated
Unitholder
Phillips 66
General
Partner
Phillips 66
Accum. Other
Comprehensive
Loss
Net Investment
— Predecessors
Total
Millions of Dollars
December 31, 2014
$
Net income attributable to
Predecessors
Net contributions to Phillips 66—
Predecessors
Issuance of common units
Conversion of subordinated units
Deemed net distributions to General
Partner associated with acquisitions
Issuance of units associated with
acquisitions
Net income attributable to the
Partnership
Other comprehensive loss
Quarterly cash distributions to
unitholders and General Partner
Other contributions from Phillips 66
December 31, 2015
Net income attributable to
Predecessors
Net contributions from Phillips 66—
Predecessors
Issuance of common units
Allocation of net investment to
unitholders
Allocation of net investment—
Predecessors and deemed net
distributions to General Partner
Net income attributable to the
Partnership
Other comprehensive income
Quarterly cash distributions to
unitholders and General Partner
Other contributions from Phillips 66
December 31, 2016
$
See Notes to Consolidated Financial Statements.
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
415
—
—
384
—
—
—
45
—
(35)
—
809
—
—
971
—
—
79
—
(64)
—
1,795
57
—
—
—
107
5
34
93
—
(63)
—
233
—
—
—
232
—
130
—
(119)
—
476
71
117
(517)
—
—
—
(107)
—
—
15
—
(25)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(150)
1
41
—
(30)
5
(650)
—
—
—
34
(119)
92
—
(76)
15
(704)
—
—
—
—
—
—
—
—
(2)
—
—
(2)
—
—
—
—
—
—
1
—
—
(1)
988
1,060
112
112
(46)
—
—
—
—
—
—
—
—
(46)
384
—
(145)
35
194
(2)
(153)
5
1,054
1,444
107
95
—
(266)
107
95
971
—
(990)
(1,109)
—
—
—
—
—
301
1
(259)
15
1,566
Table of Contents
Index to Financial Statements
Consolidated Statement of Changes in Equity
Phillips 66 Partners LP
December 31, 2016
$
Net income attributable to Predecessors
Net contributions from Phillips 66—Predecessors
Issuance of units
Allocation of net investment—Predecessors and deemed
net distributions to General Partner
Net income attributable to the Partnership
Quarterly cash distributions to unitholders and General
Partner
Other net contributions from Phillips 66
Preferred
Unitholders
Public
—
—
—
737
—
9
—
—
December 31, 2017
$
746
See Notes to Consolidated Financial Statements.
Common
Unitholders
Public
1,795
—
—
467
—
124
(112)
—
2,274
Millions of Dollars
Partnership
Common
Unitholder
Phillips 66
General
Partner
Phillips 66
Accum. Other
Comprehensive
Loss
Net Investment
— Predecessors
476
—
—
—
—
168
(157)
—
487
(704)
—
—
—
(681)
160
(139)
19
(1,345)
(1)
—
—
—
—
—
—
—
(1)
Total
1,566
63
666
1,204
—
63
666
—
(729)
(1,410)
—
—
—
—
461
(408)
19
2,161
Preferred Units
Public
Common Units
Public
Common Units
Phillips 66
Subordinated Units
Phillips 66
General Partner
Units
Phillips 66
Total Units
December 31, 2014
Units issued in a public equity offering
Units issued associated with acquisitions
Subordinated unit conversion
December 31, 2015
Units issued in a public equity offering
Units issued associated with acquisitions
December 31, 2016
Units issued in public equity offerings
Units issued in private placement
Units issued associated with acquisitions
—
—
—
—
—
—
—
—
—
13,819,791
—
18,888,750
5,250,000
—
—
24,138,750
18,996,152
—
43,134,902
3,372,716
6,304,204
—
December 31, 2017
13,819,791
52,811,822
See Notes to Consolidated Financial Statements.
72
20,938,498
35,217,112
1,531,518
76,575,878
—
2,193,432
35,217,112
58,349,042
—
5,697,982
64,047,024
—
—
4,713,113
68,760,137
—
—
(35,217,112)
—
—
—
—
—
—
—
—
—
151,907
—
5,250,000
2,345,339
—
1,683,425
84,171,217
—
18,996,152
503,961
6,201,943
2,187,386
109,369,312
—
—
3,372,716
20,123,995
292,665
5,005,778
2,480,051
137,871,801
Table of Contents
Index to Financial Statements
Notes to Consolidated Financial Statements
Note 1— Business and Basis of Presentation
Phillips 66 Partners LP
Unless otherwise stated or the context otherwise indicates, all references to “Phillips 66 Partners,” “the Partnership,” “us,” “our,” “we,” or similar
expressions refer to Phillips 66 Partners LP, including its consolidated subsidiaries. References to Phillips 66 may refer to Phillips 66 and/or its
subsidiaries, depending on the context.
Description of the Business
We are a Delaware limited partnership formed in 2013 by Phillips 66 Company and Phillips 66 Partners GP LLC (our General Partner), both wholly
owned subsidiaries of Phillips 66. On August 1, 2015, Phillips 66 Company transferred all of its limited partner interests in us and its 100 percent
interest in our General Partner to its wholly owned subsidiary, Phillips 66 Project Development Inc. (Phillips 66 PDI). We are a growth-oriented master
limited partnership formed to own, operate, develop and acquire primarily fee-based crude oil, refined petroleum products and natural gas liquids
(NGL) pipelines, terminals and other transportation and midstream assets.
On October 6, 2017, we acquired a 25 percent interest in each of Dakota Access, LLC and Energy Transfer Crude Oil Company, LLC and a 100 percent
interest in Merey Sweeny, L.P. See Note 4— Acquisitions for additional information.
Our assets consist of crude oil, refined petroleum products and NGL transportation, processing, terminaling and storage facilities and systems. We
conduct our operations through both wholly owned and joint-venture operations. The majority of our wholly owned assets are associated with, and
integral to the operation of, nine of Phillips 66’s owned or joint-venture refineries.
We primarily generate revenue by providing fee-based transportation, terminaling, processing, storage and NGL fractionation services to Phillips 66
and other customers. Our equity affiliates primarily generate revenue from transporting and terminaling NGL, refined petroleum products and crude oil.
Since we do not own any of the NGL, crude oil and refined petroleum products we handle and do not engage in the trading of NGL, crude oil and
refined petroleum products, we have limited direct exposure to risks associated with fluctuating commodity prices, although these risks indirectly
influence our activities and results of operations over the long term.
Basis of Presentation
We have acquired assets from Phillips 66 that were considered transfers of businesses between entities under common control. This required the
transactions to be accounted for as if the transfers had occurred at the beginning of the transfer period, with prior periods retrospectively adjusted to
furnish comparative information. Accordingly, the accompanying financial statements and related notes have been retrospectively adjusted to include
the historical results and financial position of the acquired businesses prior to the effective date of each acquisition. We refer to these pre-acquisition
operations as those of our “Predecessors.”
The combined financial statements of our Predecessors were derived from the accounting records of Phillips 66 and reflect the combined historical
results of operations, financial position and cash flows of our Predecessors as if such businesses had been combined for all periods presented.
All intercompany transactions and accounts within our Predecessors have been eliminated. The assets and liabilities of our Predecessors in these
financial statements have been reflected on a historical cost basis because the transfer of the Predecessors to us took place within the Phillips 66
consolidated group. The consolidated statement of income also includes expense allocations for certain functions performed by Phillips 66, including
operational support services such as engineering and logistics and allocations of general corporate expenses related to executive oversight, accounting,
treasury, tax, legal, information technology and procurement. These allocations were based primarily on the relative carrying values of properties,
plants and equipment and equity-method investments, or number of terminals and pipeline miles, and secondarily on activity-based cost allocations.
Our management believes the assumptions underlying the allocation of expenses from Phillips 66 are reasonable. Nevertheless, the financial results of
our Predecessors may not include all of the actual expenses that would have been incurred had our Predecessors been a stand-alone publicly traded
partnership during the periods presented.
73
Table of Contents
Index to Financial Statements
Note 2— Summary of Significant Accounting Policies
Consolidation Principles and Investments
Our consolidated financial statements include the accounts of majority-owned subsidiaries. All intercompany transactions and accounts were
eliminated. The equity method is used to account for investments in affiliates in which we have the ability to exert significant influence over the
affiliates’ operating and financial policies. Undivided interests in pipelines are consolidated on a proportionate basis.
Net Investment—Predecessors
“Net Investment—Predecessors” represents Phillips 66’s historical investment in the contributed businesses, our accumulated net earnings after taxes,
and the net effect of transactions with, and allocations from, Phillips 66 prior to the acquisition of the businesses from Phillips 66.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) in the United States requires management
to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and disclosures of contingent assets and
liabilities. Actual results could differ from these estimates.
Common Control Transactions
Businesses acquired from Phillips 66 and its subsidiaries are accounted for as common control transactions whereby the net assets acquired are
combined with ours at their carrying value. Any difference between carrying value and recognized consideration is treated as a capital transaction. To
the extent that such transactions require prior-period financial information to be retrospectively adjusted to furnish comparative information, historical
net equity amounts prior to the transaction date are reflected in “Net Investment—Predecessors.” 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.
Revenue Recognition
Revenue is recognized for NGL, crude oil and refined petroleum product pipeline transportation based on the delivery of actual volumes transported at
contractual tariff rates. Revenue is recognized for NGL, crude oil and refined petroleum product terminaling, storage, processing and fractionation
services as performed based on contractual rates related to throughput volumes or capacity arrangements. A significant portion of our revenue is derived
from Phillips 66.
Transportation contracts that are operating leases and include rentals with fixed escalation are generally recognized on a straight-line basis over the
lease term. Any difference between the transportation fee recognized under the straight-line method and the transportation fee received in cash is
deferred to the consolidated balance sheet as “Deferred rentals and other assets.” If the underlying transportation contract is amended to eliminate fixed
escalation, the balance of deferred rentals is amortized over the remaining life of the contract.
Certain transportation services agreements, terminal services agreements, and processing and fractionation service agreements with Phillips 66 are
considered operating leases under GAAP. Revenue from these agreements are recorded within “Operating revenues—related parties” on our
consolidated statement of income. See Note 14—Leases for additional information on these operating leases and Note 21—Related Party Transactions
for additional information on our agreements with Phillips 66.
Billings to Phillips 66 for shortfall volumes under its quarterly minimum volume commitments are recorded as “Deferred revenues” in our consolidated
balance sheet, as Phillips 66 generally has the right to make up the shortfall volumes in the following four quarters. The deferred revenue will be
recognized at the earlier of when shortfall volumes are made up, when the make-up rights contractually expire or when we determine the system will
not have the necessary capacity to enable a customer to make up the shortfall volumes.
74
Table of Contents
Index to Financial Statements
Billings for tolling services relating to maintenance turnaround activities are billed in advance of such activities. These billings are initially recorded as
“Deferred revenue” in our consolidated balance sheet and are recognized when the maintenance turnaround activity commences. Deferred revenue
relating to maintenance turnaround operating expenses is recognized in the period the work is performed. Deferred revenue relating to capital projects
performed concurrently with a maintenance turnaround is recognized ratably over the remaining tolling services agreement once the equipment is
placed into service.
At the time the Clemens Caverns commenced operations, the caverns had not reached total planned working capacity contracted under the storage
agreement. During the build-out of the remaining capacity, a portion of the monthly storage fees was deferred. The deferred revenue is being
recognized over the remaining term of the agreement as additional storage capacity was placed into service.
Cash Equivalents
Cash equivalents are highly liquid, short-term investments that are readily convertible to known amounts of cash and will mature within 90 days or less
from the date of acquisition. We carry these at cost plus accrued interest, which approximates fair value.
Imbalances
We do not purchase or produce NGL, 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 NGL, crude oil and refined products systems due to pressure and
temperature changes. Certain of our transportation contracts provide for the shipper to pay a contractual loss allowance, which is valued using quoted
market prices of the applicable commodity being shipped. These contractual loss allowances, which are received from the shipper irrespective of, and
independently calculated from, actual volumetric gains or losses, are recorded as revenue. Any actual volumetric gains or losses are valued using quoted
market prices of the applicable commodities and are recorded as decreases or increases to operating and maintenance expenses, respectively.
Fair Value Measurements
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: Observable inputs other than quoted prices included within Level 1 for the asset or liability, either directly or indirectly through
market-corroborated inputs.
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 trade receivables and payables approximate fair value.
Nonrecurring Fair Value Measurements
Fair value measurements are applied with respect to our nonfinancial assets and liabilities measured on a nonrecurring basis, which primarily consist of
asset retirement obligations. Nonrecurring fair value measurements are also applied, when applicable, to determine the fair value of our long-lived
assets.
Properties, Plants and Equipment (PP&E)
PP&E is recorded at cost. Costs of maintenance and repairs, which are not significant improvements, are expensed when incurred. Depreciation of
PP&E is determined by the individual-unit-straight-line method or the group-straight-line method (for those individual units that are highly integrated
with other units).
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Index to Financial Statements
Capitalized Interest
Interest from external borrowings is capitalized on major projects with an expected construction period of six months or longer. Capitalized interest is
added to the cost of the underlying asset’s PP&E and is amortized over the useful life of the asset.
Major Maintenance Activities
Costs for planned integrity management projects are expensed in the period incurred. These types of costs include inspection services, contractor repair
services, materials and supplies, equipment rentals and labor costs.
Impairment of PP&E
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, including applicable liabilities, then the carrying value is written down to estimated fair value and reported as impairments in
the period 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 pipeline system, terminal, or processing or
fractionation system level. Since there usually is a lack of quoted market prices for our long-lived assets, the fair value of potentially impaired assets is
typically determined based on the present value of expected future cash flows using discount rates believed to be consistent with those used by principal
market participants or based on a multiple of operating cash flow validated with historical market transactions of similar assets where possible.
The expected future cash flows used for impairment reviews and related fair value calculations are based on estimated future throughputs, tariffs and
fees, operating costs and capital project decisions, considering all available evidence at the date of review.
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 majority of our goodwill is related to acquisitions from Phillips 66. In these common control
transactions, the net assets acquired are recorded at Phillips 66’s historical carrying value, including any associated goodwill. We have one reporting
unit for goodwill impairment testing.
Asset Retirement Obligations and Environmental Costs
Fair values of legal obligations to abandon or remove long-lived assets are recorded in the period in which the obligation arises. 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. Our estimate may change after initial
recognition, in which case we record an adjustment to the liability and PP&E.
Environmental expenditures are expensed or capitalized, depending upon their future economic benefit. Expenditures relating to an existing condition
caused by past operations, and those having no future economic benefit, are expensed.
Liabilities for environmental expenditures are recorded on an undiscounted basis (unless acquired in a business combination) when environmental
assessments or cleanups are probable and the costs can be reasonably estimated.
Impairment of Investments in Nonconsolidated Entities
Investments in nonconsolidated entities are assessed for impairment whenever changes in the facts and circumstances indicate a loss in value has
occurred. When indicators exist, the fair value is estimated and compared to the investment carrying value. If any impairment is judgmentally
determined to be other than temporary, the carrying value of the investment is written down to fair value. The fair value of the impaired investment is
based on quoted market prices, if available, or upon the present value of expected future cash flows using discount rates and other assumptions believed
to be consistent with those used by principal market participants and a market analysis of comparable assets, if appropriate.
76
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Index to Financial Statements
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 our assets and liabilities. Our operations
are treated as a partnership for federal and state income tax purposes, with each partner being separately taxed on its share of 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. Our tax provision is computed as if we were a stand-alone tax paying entity. Any interest and penalties related to
income taxes would be reported in interest and debt expense and operating and maintenance expenses, respectively, in our consolidated statement of
income.
Note 3— Changes in Accounting Principles
Effective January 1, 2017, we early adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2017-04,
“Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which eliminates the second step from the goodwill
impairment test. Under the revised test, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a
reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the
reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. This ASU is
applied prospectively to goodwill impairment tests performed on or after January 1, 2017.
Effective January 1, 2017, we early adopted ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” The new update changes the
classification and presentation of restricted cash in the statement of cash flows. The amendment requires that a statement of cash flows explain the
change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash and restricted cash equivalents.
Adoption of this ASU on a retrospective basis did not impact our financial statements. As a result of the combination of businesses under common
control as described in Note 4— Acquisitions , our consolidated statement of cash flows reflects the receipt of restricted cash as part of the combination.
See Note 19— Restricted Cash for additional information.
Effective January 1, 2017, we early adopted ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and
Cash Payments.” The new update clarifies how certain cash receipts and cash payments should be presented and classified in the statement of cash
flows. In addition, the new update clarifies that when cash receipts and cash payments have aspects of more than one class of cash flows and cannot be
separated, classification will depend on the predominant source or use. Adoption of this ASU on a retrospective basis did not impact our financial
statements.
In June 2014, the FASB issued ASU No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements,
Including an Amendment to Variable Interest Entities (VIE) Guidance in Topic 810, Consolidation.” The new standard removed the definition of a
development stage entity from the Master Glossary of the Accounting Standard Codification (ASC) and the related financial reporting requirements
specific to development stage entities. This ASU is intended to reduce cost and complexity of financial reporting for entities that have not commenced
planned principal operations. For financial reporting requirements other than the VIE guidance in ASC Topic 810, “Consolidation,” ASU No. 2014-10
was effective for annual and quarterly reporting periods of public entities beginning after December 15, 2014. For the financial reporting requirements
related to VIEs in ASC Topic 810, “Consolidation,” ASU No. 2014-10 was effective for annual and quarterly reporting periods of public entities
beginning after December 15, 2015. We adopted the provisions of this ASU related to the financial reporting requirements other than the VIE guidance
effective January 1, 2015. We adopted the remaining provisions effective January 1, 2016.
77
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Index to Financial Statements
Note 4— Acquisitions
2017 Acquisition
Bakken Pipeline/MSLP Acquisition
On September 19, 2017, we entered into a Contribution, Conveyance and Assumption Agreement (CCAA) with subsidiaries of Phillips 66 to acquire a
25 percent interest in each of Dakota Access, LLC and Energy Transfer Crude Oil Company, LLC (together, the Bakken Pipeline) and a 100 percent
interest in Merey Sweeny, L.P. (MSLP). Collectively, the assets acquired in the acquisition are referred to as the Bakken Pipeline/MSLP Acquisition.
We paid Phillips 66 total consideration of $1.65 billion , consisting of $372 million in cash, the assumption of $588 million of promissory notes payable
to Phillips 66 and a $450 million term loan under which Phillips 66 was the obligor, and the issuance of 4,713,113 common units to P66 PDI and
292,665 general partner units to our General Partner to maintain its 2 percent general partner interest. The Bakken Pipeline/MSLP Acquisition closed on
October 6, 2017.
In connection with the Bakken Pipeline/MSLP Acquisition, we entered into commercial agreements with Phillips 66 and amended the omnibus and
operational services agreements with Phillips 66. See Note 21— Related Party Transactions for additional information on our commercial and other
agreements with Phillips 66. Pursuant to the tolling services agreement entered into with Phillips 66 and related to MSLP operations, we received $53
million from Phillips 66 for the prepayment of services related to MSLP’s next scheduled maintenance turnaround, which was recorded as deferred
revenue in our consolidated balance sheet.
Common Control Transactions
The Bakken Pipeline/MSLP Acquisition was considered a transfer of businesses between entities under common control, and therefore the related
acquired assets were transferred at historical carrying value. The aggregate net book value of the underlying acquired assets in the Bakken
Pipeline/MSLP Acquisition, at the time of acquisition, was $729 million . Because the Bakken Pipeline/MSLP Acquisition was a common control
transaction in which we acquired a business, our historical financial statements were retrospectively adjusted to reflect the results of operations,
financial position, and cash flows of the acquired assets as if we owned the acquired assets for the period from February 1, 2017, through October 5,
2017. For periods prior to February 1, 2017, both the Bakken Pipeline and MSLP investments were accounted for under the equity method of
accounting by Phillips 66 and, thus, were not subject to retrospective adjustments.
The following tables present our results of operations and cash flows giving effect to the Bakken Pipeline/MSLP Acquisition. In the consolidated
statements of income and cash flows tables, the first column includes the consolidated results of the acquired assets from the effective date of the
acquisition. The second column in all tables presents the retrospective adjustments made to our historical financial information for the related acquired
assets prior to the effective date of the acquisition. The third column in all tables presents our consolidated financial information as retrospectively
adjusted.
78
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Index to Financial Statements
Consolidated Statement of Income
Revenues and Other Income
Operating revenues—related parties
Operating revenues—third parties
Equity in earnings of affiliates
Other income
Total revenues and other income
Costs and Expenses
Operating and maintenance expenses
Depreciation
General and administrative expenses
Taxes other than income taxes
Interest and debt expense
Other expenses
Total costs and expenses
Income before income taxes
Income tax expense
$
Net income
Less: Net income attributable to Predecessors
Net income attributable to the Partnership
Less: Preferred unitholders’ interest in net income attributable to the
Partnership
Less: General partner’s interest in net income attributable to the Partnership
Limited partners’ interest in net income attributable to the Partnership
$
79
Millions of Dollars
Year Ended December 31, 2017
Phillips 66
Partners LP
Acquired Bakken
Pipeline/MSLP
Predecessor
Consolidated
Results
807
40
185
8
1,040
269
110
65
31
100
1
576
464
3
461
—
461
9
160
292
87
—
38
4
129
52
6
4
2
1
—
65
64
1
63
63
—
—
—
—
894
40
223
12
1,169
321
116
69
33
101
1
641
528
4
524
63
461
9
160
292
Table of Contents
Index to Financial Statements
Consolidated Statement of Cash Flows
Cash Flows From Operating Activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities
$
Depreciation
Undistributed equity earnings
Deferred revenues and other liabilities
Other
Working capital adjustments
Decrease (increase) in accounts receivable
Decrease (increase) in materials and supplies
Decrease (increase) in prepaid expenses and other current assets
Increase (decrease) in accounts payable
Increase (decrease) in accrued interest
Increase (decrease) in deferred revenues
Increase (decrease) in other accruals
Net Cash Provided by Operating Activities
Cash Flows From Investing Activities
Bakken Pipeline/MSLP acquisition
Restricted cash received from combination of business
Collection of loan receivable
Cash capital expenditures and investments
Return of investment from equity affiliates
Net Cash Provided by (Used in) Investing Activities
Cash Flows From Financing Activities
Net contributions to Phillips 66 from Predecessors
Issuance of debt
Repayment of debt
Issuance of common units
Issuance of preferred units
Debt issuance costs
Distributions to General Partner associated with acquisitions
Quarterly distributions to common unitholders—public
Quarterly distributions to common unitholder—Phillips 66
Quarterly distributions to General Partner—Phillips 66
Other net cash contributions from Phillips 66
Net Cash Provided by (Used in) Financing Activities
Net Change in Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, Cash Equivalents and Restricted Cash at End of Period
$
80
Millions of Dollars
Year Ended December 31, 2017
Phillips 66
Partners LP
Acquired Bakken
Pipeline/MSLP
Predecessor
Consolidated
Results
461
110
3
43
11
(4)
(1)
(6)
14
8
21
(2)
658
(729)
—
—
(349)
48
(1,030)
—
2,008
(2,017)
468
737
(6)
(234)
(112)
(157)
(139)
7
555
183
2
185
63
6
(4)
—
1
—
—
1
—
(1)
—
—
66
—
318
8
(82)
4
248
(179)
—
(135)
—
—
—
—
—
—
—
—
(314)
—
—
—
524
116
(1)
43
12
(4)
(1)
(5)
14
7
21
(2)
724
(729)
318
8
(431)
52
(782)
(179)
2,008
(2,152)
468
737
(6)
(234)
(112)
(157)
(139)
7
241
183
2
185
Table of Contents
Index to Financial Statements
2016 Acquisitions
During 2016, we and a co-venturer formed STACK Pipeline LLC (STACK), a 50 / 50 joint venture. In addition, we acquired an additional 2.48 percent
interest in Explorer Pipeline Company (Explorer). See Note 5—Equity Investments for information regarding our equity investments.
River Parish Acquisition
In November 2016, we acquired the River Parish NGL System, a non-affiliated party’s NGL logistics assets, located in southeast Louisiana, consisting
of pipelines and storage caverns connecting multiple third-party fractionation facilities, refineries and a petrochemical plant. At the acquisition date, we
recorded $183 million of PP&E and $3 million of goodwill. Our acquisition accounting was finalized in early 2017 with no change to the provisional
amounts recorded in 2016.
Fractionator Acquisitions
Initial Fractionator Acquisition. In February 2016, we entered into a CCAA with subsidiaries of Phillips 66 to acquire a 25 percent controlling interest
in Phillips 66 Sweeny Frac LLC (Sweeny Frac LLC) for total consideration of $236 million (the Initial Fractionator Acquisition). Total consideration
consisted of the assumption of a $212 million note payable to a subsidiary of Phillips 66 and the issuance of 412,823 common units to Phillips 66 PDI
and 8,425 general partner units to our General Partner to maintain its 2 percent general partner interest. The Initial Fractionator Acquisition closed in
March 2016.
Subsequent Fractionator Acquisition. In May 2016, we entered into a CCAA with subsidiaries of Phillips 66 to acquire the remaining 75 percent
interest in Sweeny Frac LLC and 100 percent of the Standish Pipeline for total consideration of $775 million (the Subsequent Fractionator Acquisition).
Total consideration consisted of the assumption of $675 million of notes payable to a subsidiary of Phillips 66 and the issuance of 1,400,922 common
units to Phillips 66 PDI and 286,753 general partner units to our General Partner to maintain its 2 percent general partner interest in us after also taking
into account the public offering we completed in May 2016. The Subsequent Fractionator Acquisition closed in May 2016.
Eagle Acquisition
In October 2016, we entered into a CCAA with subsidiaries of Phillips 66 to acquire certain pipeline and terminal assets supporting four Phillips 66-
operated refineries (the Eagle Acquisition). We paid Phillips 66 total consideration of $1,305 million , consisting of $1,109 million in cash and the
issuance of 3,884,237 common units to Phillips 66 PDI and 208,783 general partner units to our General Partner to maintain its 2 percent general
partner interest. The Eagle Acquisition closed in October 2016.
In connection with the 2016 Acquisitions, we entered into commercial agreements with Phillips 66 and amended the omnibus and operational services
agreements with Phillips 66. See Note 21— Related Party Transactions for additional information on our commercial and other agreements with
Phillips 66.
2015 Acquisitions
During 2015, we entered into agreements to acquire Phillips 66’s equity interests in DCP Sand Hills Pipeline, LLC (Sand Hills), DCP Southern Hills
Pipeline, LLC (Southern Hills), Explorer and Bayou Bridge Pipeline, LLC (Bayou Bridge). See Note 5—Equity Investments for information regarding
our equity investments.
81
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Index to Financial Statements
Note 5— Equity Investments
Bakken Pipeline Joint Venture
On October 6, 2017, we entered into a CCAA with subsidiaries of Phillips 66 to acquire a 25 percent interest in the Bakken Pipeline as part of the
Bakken Pipeline/MSLP Acquisition. See Note 4— Acquisitions for additional information.
STACK Pipeline Joint Venture
In August 2016, we and Plains All American Pipeline, L.P. (Plains) formed STACK, which owns and operates a crude storage terminal and a common
carrier pipeline that transports crude oil from the Sooner Trend, Anadarko Basin, Canadian and Kingfisher Counties play in northwestern Oklahoma to
Cushing, Oklahoma. Plains contributed the terminal and pipeline in exchange for its 50 percent interest in the joint venture. We contributed $50 million
in cash, which was distributed to Plains, in exchange for our 50 percent interest in the joint venture.
Bakken Joint Ventures
In January 2015, we closed on agreements with Paradigm Energy Partners, LLC (Paradigm) to form two joint ventures to develop midstream logistics
infrastructure in North Dakota. At closing, we contributed our Palermo Rail Terminal project in exchange for a 70 percent ownership interest in Phillips
66 Partners Terminal LLC (Phillips 66 Partners Terminal), and $5 million in cash in exchange for a 50 percent ownership interest in Paradigm Pipeline
LLC (Paradigm Pipeline). We account for both joint ventures under the equity method of accounting due to governance provisions that require
supermajority or unanimous voting on all decisions that significantly impact the governance, management and economic performance of the joint
ventures.
Sand Hills/Southern Hills/Explorer Pipeline Joint Ventures
In February 2015, we entered into a CCAA with subsidiaries of Phillips 66 to acquire 100 percent of Phillips 66’s one-third equity interests in Sand
Hills and Southern Hills and its 19.46 percent equity interest in Explorer. Total consideration for the transaction was $1,010 million , consisting of $880
million in cash, funded by a portion of the proceeds from a public offering of unsecured senior notes and a public offering of common units. In addition,
we issued 1,587,376 common units to Phillips 66 Company and 139,538 general partner units to our General Partner to maintain its 2 percent general
partner interest. The transaction closed in March 2015.
In August 2016, we acquired an additional 2.48 percent equity interest in Explorer from a third party. The acquisition increased our equity interest in
Explorer to 21.94 percent .
Bayou Bridge Joint Venture
In October 2015, we entered into a CCAA with Phillips 66 to acquire its 40 percent interest in Bayou Bridge, a joint venture in which Energy Transfer
Partners holds a 60 percent interest. Bayou Bridge began operations on the segment of its pipeline from Nederland, Texas, to Lake Charles, Louisiana,
in April 2016. Development continues on the section from Lake Charles, Louisiana to St. James, Louisiana.
Total consideration for the transaction was $70 million , consisting of the assumption of a $35 million note payable to Phillips 66 that was immediately
paid in full; the issuance of 606,056 common units to Phillips 66 PDI; and the issuance of 12,369 general partner units to our General Partner to
maintain its 2 percent general partner interest. The transaction closed in December 2015.
The acquisitions of interests in the Sand Hills, Southern Hills, Explorer and Bayou Bridge joint ventures represented transfers of investments between
entities under common control. Accordingly, these equity investments were transferred at historical carrying value and are included in the financial
statements prospectively from the effective date of each acquisition. Since MSLP was acquired as part of the Bakken Pipeline/MSLP Acquisition, the
overall transaction was considered an acquisition of a business; therefore the Bakken Pipeline’s equity earnings from February 1, 2017, through the
acquisition date are included in our Predecessor results for the year ended December 31, 2017. See Note 4— Acquisitions for additional information.
82
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Index to Financial Statements
The following table summarizes our equity investments at December 31:
Bakken Pipeline
Bayou Bridge Pipeline, LLC (Bayou Bridge)
DCP Sand Hills Pipeline, LLC (Sand Hills)
DCP Southern Hills Pipeline, LLC (Southern Hills)
Explorer Pipeline Company (Explorer)
Paradigm Pipeline LLC (Paradigm)
Phillips 66 Partners Terminal LLC (Phillips 66 Partners Terminal)
STACK Pipeline LLC (STACK)
Total equity investments
Percentage
Ownership
25.00% $
40.00
33.34
33.34
21.94
50.00
70.00
50.00
Millions of Dollars
Carrying Value
2017
2016
621
173
515
209
118
131
53
112
—
115
445
212
126
117
72
55
$
1,932
1,142
Southern Hills has a negative basis difference of $94 million , which originated when the pipeline, formerly known as Seaway Products, was sold by
Phillips 66 to a related party. The negative basis difference represents a deferred gain and is being amortized over 44 years. Explorer has a positive basis
difference of $ 91 million , which represents fair value adjustments attributable to ownership increases in the pipeline. The positive basis difference is
being amortized over periods between 10 and 18 years. STACK has a positive basis difference of $41 million which is due to the contributed assets
being recorded at their historical book value. The positive basis difference is being amortized over 44 years. Bakken Pipeline has a positive basis
difference of $53 million , which represents capitalized interest incurred during construction of the pipeline and a capital contribution disbursed to the
co-venturer. The positive basis difference is being amortized over periods between 20 and 45 years.
Earnings (losses) from our equity investments for the years ended December 31, 2017 and 2016 , were as follows:
Bakken Pipeline
Bayou Bridge
Explorer
Paradigm
Phillips 66 Partners Terminal
Sand Hills
Southern Hills
STACK
Total equity in earnings of affiliates
83
Millions of Dollars
2017
2016
$
$
69
12
21
(1)
8
81
27
6
223
—
3
23
(2)
—
62
26
2
114
Table of Contents
Index to Financial Statements
Summarized 100 percent financial information for all equity investments is presented on a combined basis below:
Revenues
Income before income taxes
Net income
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
From acquisition date forward.
Millions of Dollars
2016
2017
$
1,406
853
778
525
7,020
302
2,997
840
494
408
243
3,437
396
231
2015
596
322
321
269
3,106
180
446
On June 1, 2017, the Bakken Pipeline commenced operations. Prior to June 1, 2017, the Bakken Pipeline did not have sufficient equity at risk to fully
fund the construction of all assets required for principal operations, and thus represented variable interest entities until operations commenced. The
Bakken Pipeline was not consolidated as our Predecessor was not the primary beneficiary.
Distributions received from our equity affiliates were $274 million and $131 million in 2017 and 2016 , respectively.
Note 6— Major Customer and Concentration of Credit Risk
Phillips 66 accounted for 95 percent , 95 percent , and 94 percent of our total operating revenues for the years ended December 31, 2017 , 2016 and
2015 , respectively. Through our wholly owned and joint-venture operations, we provide crude oil, refined petroleum products and NGL pipeline
transportation, terminaling and storage, and crude oil gathering, NGL fractionation, crude oil processing, and rail-unloading services to Phillips 66 and
other related parties.
We are potentially exposed to concentration of credit risk primarily through our accounts receivable with Phillips 66. These receivables have payment
terms of 30 days or less and are settled against any existing payables we may have to Phillips 66 through Phillips 66’s interaffiliate settlement process.
We monitor the credit worthiness of Phillips 66, which has an investment grade credit rating.
84
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Index to Financial Statements
Note 7— Properties, Plants and Equipment
Our investment in PP&E, with the associated accumulated depreciation, at December 31 was:
Land
Buildings and improvements
Pipelines and related assets †
Terminals and related assets †
Rail racks and related assets †
Processing and related assets †
Caverns and related assets †
Construction-in-progress
Gross PP&E
Less: Accumulated depreciation
Net PP&E
† Assets for which we are the lessor. See Note 14—Leases .
Note 8— Goodwill
The carrying amount of goodwill was as follows:
Beginning balance January 1
Goodwill assigned to acquisitions
Ending balance December 31
Note 9— Asset Retirement Obligations and Accrued Environmental Costs
Asset retirement obligations and accrued environmental costs at December 31 were:
Asset retirement obligations
Accrued environmental costs
Total asset retirement obligations and accrued environmental costs
Less: Asset retirement obligations and accrued environmental costs due within one year
Long-term asset retirement obligations and accrued environmental costs
85
Estimated Useful
Lives
Millions of Dollars
2017
2016
$
3 to 30 years
10 to 45 years
25 to 45 years
33 years
25 years
25 to 45 years
$
19
88
1,372
671
137
837
583
47
3,754
836
2,918
19
88
1,335
610
137
615
569
27
3,400
725
2,675
Millions of Dollars
2017
2016
$
$
185
—
185
182
3
185
Millions of Dollars
2017
2016
$
$
10
1
11
—
11
9
2
11
—
11
Table of Contents
Index to Financial Statements
Asset Retirement Obligations
We have asset retirement obligations we are required to perform under law or contract once an asset is permanently taken out of service. These
obligations primarily relate to the abandonment or removal of certain pipelines. Most of these obligations are not expected to be paid until many years
in the future.
During 2017 and 2016 , our asset retirement obligations changed as follows:
Balance at January 1
Accretion of discount
New obligations
Changes in estimates of existing obligations
Balance at December 31
Millions of Dollars
2017
2016
$
$
9
1
—
—
10
11
—
—
(2)
9
Accrued Environmental Costs
Pursuant to the terms of our amended omnibus agreement, Phillips 66 indemnifies us for the environmental liabilities associated with the assets
contributed to us in connection with our Initial Public Offering (the Offering) and which arose prior to the closing of the Offering. Pursuant to the terms
of various agreements under which we acquired assets from Phillips 66 since the Offering, Phillips 66 retained the responsibility for environmental
liabilities associated with the acquired assets arising prior to the effective date of each acquisition.
In April 2015, our pipeline that transports products from the Hartford Terminal to a dock on the Mississippi River experienced a diesel fuel release of
approximately 800 barrels. The release was halted on the same day, and cleanup and remediation efforts followed. Costs recognized during 2015
associated with cleanup and remediation of the release were $5 million . We continue to work with the appropriate authorities and costs are subject to
change if additional information regarding the extent of the environmental impact of the release becomes known. We carry property and third-party
liability insurance, each in excess of $5 million self-insured retentions.
In the future, we may be involved in additional environmental assessments, cleanups and proceedings.
Note 10— Net Income Per Limited Partner Unit
Net income per limited partner unit applicable to common and subordinated units (for the period subordinated units were outstanding) is computed by
dividing these limited partners’ respective interests in net income attributable to the Partnership by the weighted-average number of common units and
subordinated units, respectively, outstanding for the period. Because we have more than one class of participating securities, we use the two-class
method to calculate the net income per unit applicable to the limited partners. As of December 31, 2017 , the classes of participating securities included
common units, general partner units and incentive distribution rights (IDRs). For the years ended December 31, 2016 and 2015, basic and diluted net
income per unit are the same for all periods presented because we did not have potentially dilutive common or subordinated units outstanding. For the
year ended December 31, 2017, the preferred units are potentially dilutive securities and were dilutive to net income per limited partner unit. See Note
12— Equity for additional information related to our preferred units.
86
Table of Contents
Index to Financial Statements
Net income earned by the Partnership is allocated between the limited partners and the General Partner (including the General Partner’s IDRs) in
accordance with our partnership agreement, after giving effect to priority income allocations to the holders of the preferred units. First, earnings are
allocated based on actual cash distributions declared to our unitholders, including those attributable to the General Partner’s IDRs. 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, after consideration of any priority allocations of earnings. For the diluted net income per limited partner unit calculation, the
preferred units are assumed to be converted at the later of issuance date or beginning of period into limited partner units on a one-for-one basis, and the
distribution formula for available cash in our partnership agreement is recalculated, using the original available cash amount increased only for the
preferred distributions which would not have been paid after conversion.
When our financial statements are retrospectively adjusted after a dropdown transaction, the earnings of the acquired business, prior to the closing of
the transaction, are allocated entirely to our General Partner and presented as net income (loss) attributable to Predecessors. The earnings per unit of our
limited partners prior to the close of the transaction do not change as a result of a dropdown transaction. After the closing of a dropdown transaction, the
earnings of the acquired business are allocated in accordance with our partnership agreement as previously described.
Millions of Dollars
2017
2016
2015
Net income attributable to the Partnership
Less: General partner’s distributions declared (including IDRs)*
Limited partners’ distributions declared on preferred units*
Limited partners’ distributions declared on common units*
Limited partner’s distributions declared on subordinated units*
Distributions less than net income attributable to the Partnership
*Distributions declared are attributable to the indicated periods.
301
91
—
205
—
5
$
$
461
158
9
291
—
3
2017
Limited Partners’
Common Units
General Partner
(including
IDRs)
Limited
Partners’
Preferred Units
Net income attributable to the Partnership (millions):
Distributions declared
Distributions less than net income attributable to the Partnership
Net income attributable to the Partnership (basic)
Dilutive effect of preferred units (1)
Net income attributable to the Partnership (diluted)
Weighted-average units outstanding—basic
Dilutive effect of preferred units (1)
Weighted-average units outstanding—diluted
Net income attributable to the Partnership per limited partner unit—basic
(dollars)
Net income attributable to the Partnership per limited partner unit—diluted
(dollars)
$
$
$
291
1
292
7
299
112,044,824
3,294,032
115,338,856
2.60
2.59
158
2
160
9
—
9
194
39
—
123
13
19
Total
458
3
461
(1) The dilutive effect of the preferred units assumes the reallocation of net income to the limited and general partners, including a reallocation associated with IDRs, pursuant to the available
cash formula in the partnership agreement.
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Net income attributable to the Partnership (millions):
Distributions declared
Distributions less than net income attributable to the Partnership
Net income attributable to the Partnership
Limited Partners’
Common Units
2016
General Partner
(including
IDRs)
205
4
209
91
1
92
Weighted-average units outstanding—basic and diluted
95,239,901
Net income attributable to the Partnership per limited partner unit—basic and diluted (dollars) $
2.20
Net income attributable to the Partnership (millions):
Distributions declared
Distributions less than net income attributable to the Partnership
Net income attributable to the Partnership
2015
Limited
Partner’s
Subordinated
Units
General
Partner
(including
IDRs)
Limited Partners’
Common Units
123
14
137
13
3
16
39
2
41
Total
296
5
301
Total
175
19
194
Weighted-average units outstanding—basic and diluted
68,173,891
12,736,051
Net income attributable to the Partnership per limited partner unit—basic and
diluted (dollars)
$
2.02
1.24
On January 17, 2018 , the Board of Directors of our General Partner declared a quarterly cash distribution of $0.678 per common unit attributable to the
fourth quarter of 2017 . This distribution was paid February 13, 2018 , to unitholders of record as of January 31, 2018 .
Subordinated Unit Conversion
Following the May 12, 2015, payment of the cash distribution attributable to the first quarter of 2015, the requirements under the partnership agreement
for the conversion of all subordinated units into common units were satisfied. As a result, in the second quarter of 2015, the 35,217,112 subordinated
units held by Phillips 66 converted into common units on a one-for-one basis, and thereafter participate on terms equal with all other common units in
distributions of available cash. The conversion of the subordinated units did not impact the amount of cash distributions paid by us or the total number
of outstanding units.
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Note 11— Debt
Debt at December 31 was:
2.646% Senior Notes due 2020
3.605% Senior Notes due 2025
3.550% Senior Notes due 2026
3.750% Senior Notes due 2028
4.680% Senior Notes due 2045
4.900% Senior Notes due 2046
Tax-exempt bonds
Revolving credit facility at 1.98% at December 31, 2016
Total
Net unamortized discounts and debt issuance costs
Debt at face value
Less: Short-term debt
Long-term debt
Millions of Dollars
2017
300
500
500
500
450
625
100
—
2,975
(30)
2,945
25
2,920
2016
300
500
500
—
300
625
—
210
2,435
(24)
2,411
15
2,396
$
$
The fair value of our fixed-rate and floating-rate debt is estimated based on observable market prices and is classified in level 2 of the fair value
hierarchy. The fair value of our fixed-rate debt amounted to $2,918 million and $2,147 million at December 31, 2017 and 2016, respectively. The fair
value of our floating-rate debt approximated carrying value of $100 million and $210 million at December 31, 2017 and 2016, respectively.
Maturities of borrowings outstanding at December 31, 2017, inclusive of net unamortized discounts and debt issuance costs, for the five-year period
ending 2022 were $25 million in 2018, $324 million in 2020 and $50 million in 2021.
2017 Senior Notes
In October 2017, we closed on a notes offering (2017 Notes Offering) of $650 million aggregate principal amount of unsecured senior notes consisting
of:
•
$500 million of 3.750% Senior Notes due March 1, 2028.
• An additional $150 million of our 4.680% Senior Notes due February 15, 2045.
Interest on the Senior Notes due 2028 is payable semiannually in arrears on March 1 and September 1 of each year, commencing on March 1, 2018. The
Senior Notes due 2045 are an additional issuance of our Senior Notes due 2045, and interest is payable semiannually in arrears on February 15 and
August 15 of each year. Total proceeds received from the 2017 Notes Offering were $643 million , net of underwriting discounts. We utilized the net
proceeds to repay the remaining balances on the promissory notes and term loan assumed in the Bakken Pipeline/MSLP Acquisition and for general
partnership purposes.
2016 Senior Notes
In October 2016, we closed on a notes offering (2016 Notes Offering) of $1,125 million aggregate principal amount of unsecured senior notes
consisting of:
•
•
$500 million of 3.550% Senior Notes due October 1, 2026.
$625 million of 4.900% Senior Notes due October 1, 2046.
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Interest on the 2016 Senior Notes is payable semiannually in arrears on April 1 and October 1 of each year, commencing on April 1, 2017. Total
proceeds received from the 2016 Notes Offering were $1,111 million , net of underwriting discounts. We utilized the net proceeds to fund the cash
consideration for the Eagle Acquisition and for general partnership purposes.
Revolving Credit Facility
At December 31, 2017 , we had no borrowings outstanding under our $750 million revolving credit facility established by our Credit Agreement dated
June 7, 2013, as amended (the Credit Agreement). At December 31, 2016, we had an aggregate of $210 million borrowed and outstanding under our
$750 million revolving credit facility.
We have the option to increase the overall capacity of the Credit Agreement by up to an additional $250 million for a total of $1 billion , subject to,
among other things, the consent of the existing lenders whose commitments will be increased or any additional lenders providing such additional
capacity. We also have the option to extend the Credit Agreement for two additional one -year terms after its October 3, 2021, maturity date, subject to,
among other things, the consent of the lenders holding the majority of the commitments and of each lender extending its commitment.
Outstanding borrowings under the Credit Agreement bear interest, at our option, at either: (a) the Eurodollar rate in effect from time to time plus the
applicable margin; or (b) the base rate (as described in the Credit Agreement) plus the applicable margin. The pricing levels for the commitment fee and
interest-rate margins are determined based on our credit ratings in effect from time to time. Outstanding borrowings bearing interest at the Eurodollar
rate become due and payable on the revolving credit facility’s termination date. Outstanding borrowings bearing interest at the base rate plus the
applicable margin become due and payable on the earlier of the revolving credit facility’s termination date or the fourteenth business day after such
borrowings were made. We may at any time and from time to time prepay outstanding borrowings under the Credit Agreement, in whole or in part,
without premium or penalty. The Credit Agreement requires that the Partnership’s ratio of total debt to EBITDA for the prior four fiscal quarters must
be no greater than 5.0 :1.0 as of the last day of each fiscal quarter (and 5.5 :1.0 during the period following certain specified acquisitions).
Tax-Exempt Bonds
In connection with the Bakken Pipeline/MSLP Acquisition, we assumed four tranches of tax-exempt bonds issued by the Brazos River Harbor
Navigation District. Each of the four tranches was issued in the amount of $25 million , with tranches maturing in 2018, 2020 and two tranches in 2021.
All four tranches accrue interest monthly based on a daily rate derived by the remarketing agent for the bonds. The interest rates are designed to
represent the lowest rate acceptable by the tax-exempt, variable-rate bond market and approximate the tax-exempt bonds trading at par. At December
31, 2017, the rate for all four tranches averaged 1.94 percent .
Senior Bonds
In May 2017 and prior to their maturity, we repaid MSLP senior bonds assumed in the Bakken Pipeline/MSLP Acquisition with a carrying value of
$136 million on the repayment date, which resulted in an immaterial gain.
Notes Payable
In March 2016, in connection with the Initial Fractionator Acquisition, we entered into an Assignment and Assumption of Note agreement with
subsidiaries of Phillips 66, pursuant to which we assumed the obligations under a term promissory note (the Initial Note) with a $212 million principal
balance. In August 2016, using proceeds from a unit offering, we repaid the Initial Note in its entirety.
In May 2016, in connection with the Subsequent Fractionator Acquisition, we entered into three separate Assignment and Assumption of Note
agreements with subsidiaries of Phillips 66, pursuant to which we assumed the obligations under three term promissory notes (the Subsequent Notes),
each with a $225 million principal balance. Also in May 2016, using proceeds from a unit offering, we repaid two of the Subsequent Notes in their
entirety, and reduced the outstanding balance on the remaining Subsequent Note to $19 million , which was subsequently repaid in June 2016.
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Because the Initial Note, Subsequent Notes and MSLP tax-exempt bonds and senior bonds were held by entities we acquired in common control
transactions, prior period debt balances were retrospectively presented as if we had held the notes and bonds since their inception in January 2014 in the
case of the notes, and February 2017 in the case of the bonds.
Note 12— Equity
ATM Programs
In June 2016, we filed a prospectus supplement to the shelf registration statement for our continuous offering program that became effective with the
Securities and Exchange Commission in May 2016, related to the continuous issuance of up to an aggregate of $250 million of common units, in
amounts, at prices and on terms to be determined by market conditions and other factors at the time of our offerings (such continuous offering program,
or at-the-market program, is referred to as our ATM Program). During the year ended December 31, 2017 , on a settlement-date basis, we issued an
aggregate of 3,372,716 common units under our ATM Program, generating net proceeds of $173 million , after broker commissions. During the year
ended December 31, 2016 , on a settlement-date basis, we issued an aggregate of 346,152 common units under our ATM Program, generating net
proceeds of $19 million after broker commissions.
We filed a new shelf registration statement for a second continuous offering program that became effective with the Securities and Exchange
Commission on January 23, 2018 , related to the continuous offering of up to an aggregate of $250 million of common units, in amounts, at prices and
on terms to be determined by the market conditions and other factors at the time of our offerings.
The net proceeds from sales under the ATM Programs are used for general partnership purposes, which may include debt repayment, acquisitions,
capital expenditures and additions to working capital.
Common Unit Offerings
In October 2017, we completed a private placement of 6,304,204 common units representing limited partner interests at a price of $47.59 per common
unit, for total proceeds of $295 million , net of underwriting discounts and commissions. The net proceeds were used in part to fund the cash portion of
the Bakken Pipeline/MSLP Acquisition. See Note 4—Acquisitions for additional information.
In August 2016, we completed a public offering of 6,000,000 common units representing limited partner interests at a price of $50.22 per common unit.
We received proceeds of $299 million from the offering, net of underwriting discounts and commissions. We utilized the net proceeds to repay the
Initial Note assumed as part of the Initial Fractionator Acquisition and to repay other short-term borrowings incurred to fund our acquisition of an
additional interest in Explorer and our contribution to form STACK. See Note 4—Acquisitions and Note 11—Debt for additional information.
In May 2016, we completed a public offering, consisting of an aggregate of 12,650,000 common units representing limited partner interests at a price of
$52.40 per common unit. We received proceeds of $656 million from the offering, net of underwriting discounts and commissions. We utilized the net
proceeds to partially repay debt assumed as part of the Subsequent Fractionator Acquisition. See Note 4—Acquisitions and Note 11—Debt for
additional information.
In February 2015, we completed the public offering of an aggregate of 5,250,000 common units representing limited partner interests at a price of
$75.50 per common unit. We received proceeds of $384 million from the offering, net of underwriting discounts and commissions. We utilized a
portion of the net proceeds to partially fund the acquisition of the Sand Hills, Southern Hills and Explorer equity investments and to repay amounts
outstanding under our revolving credit facility. We used the remaining proceeds to fund expansion capital expenditures and for general partnership
purposes. See Note 5—Equity Investments for additional information on the Sand Hills, Southern Hills and Explorer acquisition.
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Preferred Unit Offering
In October 2017, we completed the private placement of 13,819,791 perpetual convertible preferred units (preferred units) representing limited partner
interests at a price of $54.27 per preferred unit. We received proceeds of $737 million from the offering, net of offering and transaction expenses. The
net proceeds were used in part to fund the cash portion of the Bakken Pipeline/MSLP Acquisition.
The preferred units rank senior to all common units with respect to distributions and rights upon liquidation. The holders of the preferred units are
entitled to receive cumulative quarterly distributions equal to $0.678375 per unit, beginning for the quarter ended December 31, 2017, with a prorated
amount from the date of issuance. Following the third anniversary of the issuance of the preferred units, the holders of the preferred units will receive as
a quarterly distribution the greater of $0.678375 per unit or the amount of per-unit distributions paid to common unitholders as if such preferred units
had converted into common units immediately prior to the record date.
The holders of the preferred units may convert their preferred units into common units, on a one-for-one basis, at any time after the second anniversary
of the issuance date, in full or in part, subject to minimum conversion amounts and conditions. After the third anniversary of the issuance date, we may
convert the preferred units into common units at any time, in whole or in part, subject to certain minimum conversion amounts and conditions, if the
arithmetic average of the volume-weighted trading price of our common units is greater than $73.2645 per unit for the 20 day trading period
immediately preceding the conversion notice date and the average trading volume of the common units is at least 100,000 for the preceding 20 trading
days. The conversion rate for the preferred units shall be the quotient of (a) the sum of (i) $54.27 , plus (ii) any unpaid cash distributions on the
applicable preferred unit, divided by (b) $54.27 . The holders of the preferred units are entitled to vote on an as-converted basis with the common
unitholders and have certain other class voting rights with respect to any amendment to our partnership agreement that would adversely affect any
rights, preferences or privileges of the preferred units. In addition, upon certain events involving a change in control, the holders of preferred units may
elect, among other potential elections, to convert their preferred units to common units at the then change of control conversion rate.
Note 13— Contingencies
From time to time, lawsuits involving a variety of claims that arise in the ordinary course of business are filed against us. We also may be required to
remove or mitigate the effects on the environment of the placement, storage, disposal or release of certain chemical, mineral and petroleum substances
at various sites. We regularly assess the need for accounting recognition or disclosure of these contingencies. In the case of all known contingencies
(other than those related to income taxes), we accrue a liability when the loss is probable and the amount is reasonably estimable. If a range of amounts
can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. We
do not reduce these liabilities for potential insurance or third-party recoveries. If applicable, we accrue receivables for probable insurance or other third-
party recoveries. In the case of income-tax-related contingencies, we use a cumulative probability-weighted loss accrual in cases where sustaining a tax
position is less than certain.
Based on currently available information, we believe it is remote that future costs related to known contingent liability exposures will exceed current
accruals by an amount that would have a material adverse impact on our consolidated financial statements. As we learn new facts concerning
contingencies, we reassess our position both with respect to accrued liabilities and other potential exposures. Estimates particularly sensitive to future
changes include any contingent liabilities recorded for environmental remediation, tax and legal matters. Estimated future environmental remediation
costs are subject to change due to such factors as the uncertain magnitude of cleanup costs, the unknown time and extent of such remedial actions that
may be required, and the determination of our liability in proportion to that of other potentially responsible parties. Estimated future costs related to tax
and legal matters are subject to change as events evolve and as additional information becomes available during the administrative and litigation
processes.
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Environmental
We are subject to federal, state and local environmental laws and regulations. We record accruals for contingent environmental liabilities based on
management’s best estimates, using all information that is available at the time. We measure estimates and base liabilities on currently available facts,
existing technology, and presently enacted laws and regulations, taking into account stakeholder and business considerations. When measuring
environmental liabilities, we also consider our prior experience in remediation of contaminated sites, other companies’ cleanup experience, and data
released by the U.S. Environmental Protection Agency or other organizations. We consider unasserted claims in our determination of environmental
liabilities, and we accrue them in the period they are both probable and reasonably estimable.
In the future, we may be involved in additional environmental assessments, cleanups and proceedings. See Note 9—Asset Retirement Obligations and
Accrued Environmental Costs , for a summary of our accrued environmental liabilities.
Legal Proceedings
Under our amended omnibus agreement, Phillips 66 provides certain services for our benefit, including legal support services, and we pay an
operational and administrative support fee for these services. Phillips 66’s legal organization applies its knowledge, experience and professional
judgment to the specific characteristics of our cases, employing a litigation management process to manage and monitor the legal proceedings against
us. The process facilitates the early evaluation and quantification of potential exposures in individual cases and enables tracking of those cases that have
been scheduled for trial and/or mediation. Based on professional judgment and experience in using these litigation management tools and available
information about current developments in all our cases, Phillips 66’s legal organization regularly assesses the adequacy of current accruals and
determines if adjustment of existing accruals, or establishment of new accruals, is required. At December 31, 2017 and 2016 , we did not have any
material accrued contingent liabilities associated with litigation matters.
Indemnification and Excluded Liabilities
Under our amended omnibus agreement and pursuant to the terms of various agreements under which we acquired assets from Phillips 66, Phillips 66
will indemnify us, or assume responsibility, for certain environmental liabilities, tax liabilities, litigation and any other liabilities attributable to the
ownership or operation of the assets contributed to us and that arose prior to the effective date of each acquisition. These indemnifications and
exclusions from liability have, in some cases, time limits and deductibles. When Phillips 66 performs under any of these indemnifications or exclusions
from liability, we recognize non-cash expenses and associated non-cash capital contributions from our General Partner, as these are considered
liabilities paid for by a principal unitholder.
93
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Index to Financial Statements
Note 14— Leases
Lessor
We have certain services agreements with Phillips 66 that are considered operating leases under GAAP. These agreements include escalation clauses to
adjust transportation tariffs and terminaling and storage fees to reflect changes in price indices. Revenues from these agreements are recorded within
“Operating revenues—related parties” on our consolidated statement of income. As of December 31, 2017 , future minimum payments to be received
related to these agreements were estimated to be:
2018
2019
2020
2021
2022
Thereafter
Total
Millions of
Dollars
562
530
527
516
505
1,584
4,224
$
$
Lessee
We have operating lease agreements with Phillips 66 for the land underlying or associated with certain assets. Due to the economic infeasibility of
canceling these leases, we consider them non-cancellable. For the year ended December 31, 2017, total operating lease rental expense was $3 million .
As of December 31, 2017 , the future minimum lease payments for our operating lease obligations were:
2018
2019
2020
2021
2022
Thereafter
Total minimum lease payments
Note 15— Employee Benefit Plans
Millions of
Dollars
3
3
3
3
3
93
108
$
$
Pension and Retirement Savings Plans
Neither we nor our subsidiaries have any employees. Our General Partner has the sole responsibility for providing the employees and other personnel necessary to
conduct our operations. All of the employees that conduct our wholly owned businesses are employed by Phillips 66. Those employees participate in the pension,
postretirement health insurance and defined contribution benefit plans sponsored by Phillips 66. Most employees of Phillips 66 who provide direct support to our
operations do so under the provisions of the amended and restated operational services agreement, which fees include a burden for benefit costs.
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Index to Financial Statements
Note 16— Unit-Based Compensation
In 2013, the Board of Directors of our General Partner adopted the Phillips 66 Partners LP 2013 Incentive Compensation Plan (the ICP). Awards under
the ICP are available for officers, directors and employees of our General Partner or its affiliates, and any consultants or other individuals who perform
services for the Partnership. The ICP allows for the grant of unit awards, restricted units, phantom units, unit options, unit appreciation rights,
distribution equivalent rights, profits interest units and other unit-based awards. The ICP limits the number of common units that may be delivered
pursuant to awards to 2,500,000 , subject to proportionate adjustment in the event of unit splits and similar events.
From the closing of our initial public offering through December 31, 2017 , we have only issued phantom units to non-employee directors under the
ICP. A phantom unit entitles the recipient to receive cash equal to the fair market value of a common unit on the date the phantom unit is settled after
the vesting period (settlement date), and to also receive a distribution equivalent each quarter between the grant date and the settlement date in an
amount equal to any cash distributions paid on a common unit during that time. During the years ended December 31, 2017 , 2016 , and 2015 , we
granted a total of 4,794 , 4,880 and 2,343 phantom units, respectively, to three non-employee directors of the Partnership. On the grant date, phantom
units awarded to non-employee directors become non-forfeitable; therefore, we immediately recognize expense equal to the grant-date fair value of the
award. Phantom units awarded under the ICP do not have voting rights.
Note 17— 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 provision results from state laws that apply to entities
organized as partnerships. For us, this is primarily Texas. Our effective tax rate was less than one percent for the years ended December 31, 2017 , 2016
and 2015 .
At December 31, 2017 and 2016 , we had a deferred tax liability of $5 million and $2 million , respectively. The net deferred tax liability was primarily
associated with PP&E and equity investments.
As of December 31, 2017 and 2016 , we had no liability reported for uncertain tax positions, and we did not have any interest or penalties related to
income taxes for the years ended December 31, 2017 , 2016 and 2015 . Texas tax returns for the years 2013 and forward are subject to examination.
Note 18— Cash Flow Information
The acquisitions discussed below had cash and noncash elements. The common and general partner units issued to Phillips 66 in the Bakken
Pipeline/MSLP, Eagle and Sand Hills/Southern Hills/Explorer acquisitions were assigned no value, because the cash consideration and any debt
assumed exceeded the historical net book value of the acquired assets for each acquisition. Accordingly, the units issued for these acquisitions had no
impact on partner capital balances, other than changing ownership percentages.
Bakken Pipeline/MSLP Acquisition
The historical book value of the net assets acquired in the Bakken Pipeline/MSLP Acquisition was $729 million . Total cash consideration and assumed
debt immediately repaid to Phillips 66 at acquisition totaled $963 million . Of this total, $729 million was an investing cash outflow, and the remaining
$234 million was deemed a cash distribution to our General Partner (a financing cash outflow). The remaining balance of debt assumed in the
acquisition of $447 million was a noncash financing activity that increased debt and decreased our General Partner’s capital account.
Eagle Acquisition
We attributed $990 million of the total $1,109 million cash consideration paid to the historical book value of the assets acquired (an investing cash
outflow). The remaining $119 million of excess cash consideration was deemed a distribution to our General Partner (a financing cash outflow).
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Index to Financial Statements
Subsequent Fractionator Acquisition
The historical book value of the net assets acquired in the Subsequent Fractionator Acquisition was $871 million . Of this amount, $656 million was a
financing cash outflow, representing the acquisition of the noncontrolling interest in Sweeny Frac LLC, through the repayment of a portion of the debt
assumed in the transaction. The remaining debt financing balance of $19 million represented a noncash investing and financing activity. The remaining
$196 million of book value was attributed to the common and general partner units issued (a noncash investing and financing activity).
Initial Fractionator Acquisition
The Initial Fractionator Acquisition was a noncash transaction. The historical book value of the net assets of our 25 percent interest acquired was $283
million . Of this amount, $212 million was attributed to the note payable assumed (a noncash investing and financing activity). The remaining $71
million was attributed to the common and general partner units issued (a noncash investing and financing activity).
Bayou Bridge Joint Venture Acquisition
Total consideration paid for the transaction was $70 million , consisting of the assumption of a $35 million note payable to Phillips 66 that was
immediately paid in full (an investing cash outflow). The remaining $35 million of book value was attributed to the common and general partner units
issued (a noncash investing and financing activity).
Sand Hills, Southern Hills and Explorer Acquisition
We attributed $734 million of the total $880 million cash consideration paid to the investment balance of the Sand Hills, Southern Hills and Explorer
equity investments acquired (an investing cash outflow). The remaining $146 million of excess cash consideration was deemed a distribution to our
General Partner (a financing cash outflow).
Our capital expenditures and investments consisted of:
Capital Expenditures and Investments
Capital expenditures attributable to Predecessors
Capital expenditures and investments attributable to the Partnership
Total capital expenditures and investments
Capital Expenditures and Investments
Cash capital expenditures and investments
Change in capital expenditure accruals
Total capital expenditures and investments
Other Noncash Investing and Financing Activities
Dividend of loan receivable to Phillips 66 by Predecessor
Certain liabilities of acquired assets retained by Phillips 66 (1)
Contributions of net assets into joint ventures
Millions of Dollars
2017
2016
2015
82
352
434
96
461
557
690
205
895
Millions of Dollars
2017
2016
2015
431
3
434
584
(27)
557
948
(53)
895
Millions of Dollars
2017
2016
2015
51
—
—
—
50
—
—
—
43
$
$
$
$
$
Cash Payments
Interest and debt expense
18
(1) Certain liabilities of acquisitions were retained by Phillips 66, pursuant to the terms of various agreements under which we acquired assets from Phillips 66 since our initial public offering.
96
40
$
See Note 13—Contingencies for additional information on these excluded liabilities associated with acquisitions.
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Index to Financial Statements
Note 19— Restricted Cash
At December 31, 2017 , the Partnership did not have any restricted cash. The restrictions on the cash received in February 2017, as a result of the
retrospective adjustment for the Bakken Pipeline/MSLP Acquisition, were fully removed in the second quarter of 2017 when MSLP’s outstanding debt
that contained lender restrictions on the use of cash was paid in full. See Note 4— Acquisitions for additional information.
Note 20— Other Financial Information
Interest and Debt Expense
Incurred
Debt
Other
Capitalized
Expensed
Other Income
Co-venturer contractual make-whole payments
Interest income
Other
Total other income
Note 21— Related Party Transactions
Millions of Dollars
2017
2016
2015
$
$
$
$
100
2
102
(1)
101
7
3
2
12
56
1
57
(5)
52
—
—
1
1
65
1
66
(32)
34
5
—
1
6
Commercial Agreements
We have entered into multiple commercial agreements with Phillips 66, including transportation services agreements, terminal services agreements,
storage services agreements, stevedoring services agreements, a fractionation service agreement, a tolling services agreement, and rail terminal services
agreements. Under these long-term, fee-based agreements, we provide transportation, terminaling, storage, stevedoring, fractionation, processing, and
rail terminal services to Phillips 66, and Phillips 66 commits to provide us with minimum quarterly throughput volumes of crude oil, NGL, feedstock,
and refined petroleum products or minimum monthly service fees. Under our transportation, processing, and terminaling services agreements, if Phillips
66 fails to transport, throughput or store its minimum throughput volume during any quarter, then Phillips 66 will pay us a deficiency payment based on
the calculation described in the agreement.
Amended and Restated Operational Services Agreement
Under our amended and restated operational services agreement, we reimburse Phillips 66 for providing certain operational services to us in support of
our pipelines and terminaling, processing, and storage facilities. These services include routine and emergency maintenance and repair services, routine
operational activities, routine administrative services, construction and related services and such other services as we and Phillips 66 may mutually
agree upon from time to time.
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Amended Omnibus Agreement
The amended omnibus agreement addresses our payment of an operating and administrative support fee and our obligation to reimburse Phillips 66 for
all other direct or allocated costs and expenses incurred by Phillips 66 in providing general and administrative services. Additionally, the omnibus
agreement addresses Phillips 66’s indemnification to us and our indemnification to Phillips 66 for certain environmental and other liabilities. Further, it
addresses the granting of a license from Phillips 66 to us with respect to the use of certain Phillips 66 trademarks.
Tax Sharing Agreement
Under our tax sharing agreement, we reimburse Phillips 66 for our share of state and local income and other taxes incurred by Phillips 66 due to our
results of operations being included in a combined or consolidated tax return filed by Phillips 66. Any reimbursement is limited to the tax that we (and
our subsidiaries) would have paid had we not been included in a combined group with Phillips 66. Phillips 66 may use its tax attributes to cause its
combined or consolidated group to owe no tax; however, we would nevertheless reimburse Phillips 66 for the tax we would have owed, even though
Phillips 66 had no cash expense for that period.
Related Party Transactions
Significant related party transactions included in operating and maintenance expenses, general and administrative expenses and interest and debt
expense were:
Operating and maintenance expenses
General and administrative expenses
Interest and debt expense
Total
Millions of Dollars
2017
2016
2015
$
$
189
64
—
253
104
56
3
163
95
58
2
155
We pay Phillips 66 a monthly operational and administrative support fee under the terms of our amended omnibus agreement in the amount of $8
million . In prior periods, the monthly fee paid to Phillips 66 was $1 million from July 26, 2013 through February 28, 2014, $2 million from March 1,
2014, to March 1, 2015, $3 million from March 2, 2015, to October 13, 2016, and $7 million from October 14, 2016 to October 6, 2017 reflecting the
growth in our operations.
The operational and administrative support fee is for the provision of certain services, including: logistical services; asset oversight, such as operational
management and supervision; corporate engineering services, including asset integrity and regulatory services; business development services;
executive services; financial and administrative services (including treasury and accounting); information technology; legal services; corporate health,
safety and environmental services; facility services; human resources services; procurement services; investor relations; tax matters; and public
company reporting services. We also reimburse Phillips 66 for all other direct or allocated costs incurred on behalf of us, pursuant to the terms of our
amended omnibus agreement. The classification of these charges between operating and maintenance expenses and general and administrative expenses
is based on the functional nature of the services performed for our operations. Under our amended and restated operational services agreement, we
reimburse Phillips 66 for the provision of certain operational services to us in support of our pipeline, rail rack, fractionator, processing, terminaling,
and storage facilities. Additionally, we pay Phillips 66 for insurance services provided to us. Operating and maintenance expenses also include
volumetric gains and losses associated with volumes transported by Phillips 66.
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Other related party balances in our consolidated balance sheet at December 31 consisted of the following, all of which were related to Phillips 66:
Deferred rentals and other assets
Deferred revenues
Deferred revenues and other liabilities
Note 22— New Accounting Standards
Millions of Dollars
2017
$
5
33
61
2016
5
14
19
In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations: Clarifying the Definition of a Business,” which clarifies the definition
of a business with the objective of adding guidance to assist in evaluating whether transactions should be accounted for as acquisitions of assets or
businesses. The amendment provides a screen for determining when a transaction involves an acquisition of a business. If substantially all of the fair
value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, then the transaction is not
considered an acquisition of a business. If the screen is not met, then the amendment requires that, to be considered a business, the operation must
include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create an output. The guidance may
reduce the number of transactions accounted for as business acquisitions. Public business entities should apply the guidance in ASU No. 2017-01 to
annual periods beginning after December 15, 2017, including interim periods within those periods, with early adoption permitted. The amendments
should be applied prospectively, and no disclosures are required at the effective date. We are currently evaluating the provisions of ASU No. 2017-01.
In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” The new standard establishes a right-of-use (ROU) model that requires a
lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will continue to be
classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. Similarly, lessors will
be required to classify leases as sales-type, finance or operating, with classification affecting the pattern of income recognition. Classification for both
lessees and lessors will be based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease
contract. Public business entities should apply the guidance in ASU No. 2016-02 for annual periods beginning after December 15, 2018, including
interim periods within those annual periods, early adoption is permitted. Entities are required to adopt the ASU using a modified retrospective approach,
subject to certain optional practical expedients, and apply its provisions to leasing arrangements existing at or entered into after the earliest comparative
period presented in the financial statements. We are currently evaluating the provisions of ASU No. 2016-02 and assessing its impact on our financial
statements. As part of our assessment work-to-date, we have formed an implementation team, commenced identification of our lease population and
selected a lease software package.
In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial
Assets and Financial Liabilities,” to meet its objective of providing more decision-useful information about financial instruments. The majority of this
ASU’s provisions amend only the presentation or disclosures of financial instruments; however, one provision affects net income. Equity investments
carried under the cost method or lower of cost or fair value method of accounting, in accordance with current GAAP, will have to be carried at fair
value upon adoption of ASU No. 2016-01, with changes in fair value recorded in net income. For equity investments that do not have readily
determinable fair values, a company may elect to carry such investments at cost less impairments, if any, adjusted up or down for price changes in
similar financial instruments issued by the investee, when and if observed. Public business entities should apply the guidance in ASU No. 2016-01 for
annual periods beginning after December 15, 2017, and interim periods within those annual periods, with early adoption prohibited. We are currently
evaluating the provisions of ASU No. 2016-01. Our initial review indicates that ASU No. 2016-01 will have a limited impact on our financial
statements.
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In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” This ASU and other related updates issued
are intended to improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets and expand
disclosure requirements. In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the
Effective Date.” The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities should
apply the guidance in ASU No. 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that
reporting period. Our assessment work included the formation of an implementation work team, training on the new ASU’s revenue recognition model,
contract review and documentation, and the monitoring of industry interpretative issues. We adopted the standard on January 1, 2018, using the
modified retrospective application. Our evaluation of the ASU is near completion, which includes understanding the impact of adoption on earnings
from equity method investments and revenue within lease arrangements. Based on our analysis to-date, we expect to record a noncash cumulative
effect increase to total equity ranging from $20 million to $25 million , primarily related to accelerated revenue recognition on contracts with minimum
volume commitments. We also expect increased disclosures on revenue recognition.
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Selected Quarterly Financial Data (Unaudited)
Millions of Dollars
Total Revenues
and Other
Income
Income Before
Income Taxes
Net Income
Net Income
Attributable to
the Partnership
Limited Partners’
Interest in Net
Income Attributable
to the Partnership
Per Common Unit
Net Income Attributable to the
Partnership
Basic
Diluted
$
$
2017
First*
Second*
Third*
Fourth
2016
First
Second
Third
Fourth
262
277
299
331
204
219
222
228
110
120
132
166
94
101
112
103
110
119
131
164
94
100
112
102
97
103
99
162
52
68
83
98
65
66
56
105
36
47
57
69
0.60
0.61
0.51
0.86
0.44
0.51
0.57
0.65
0.60
0.61
0.51
0.83
0.44
0.51
0.57
0.65
*Financial information has been retrospectively adjusted for acquisitions of businesses under common control.
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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports we file or submit under the
Securities Exchange Act of 1934, as amended (the Act), is recorded, processed, summarized and reported within the time periods specified in the U.S.
Securities and Exchange Commission (the SEC) rules and forms, and that such information is accumulated and communicated to our General Partner’s
management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.
As of December 31, 2017 , our General Partner’s Chairman and Chief Executive Officer and its Vice President and Chief Financial Officer, with the
participation of the General Partner’s management, carried out an evaluation, pursuant to Rule 13a-15(b) of the Act, of the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) of the Act). Based upon that evaluation, our General Partner’s Chairman and Chief
Executive Officer and its Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were operating effectively
as of December 31, 2017 .
There have been no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) of the Act, in the quarterly period ended
December 31, 2017 , that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
This report is included in Item 8. Financial Statements and Supplementary Data and is incorporated herein by reference.
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
This report is included in Item 8. Financial Statements and Supplementary Data and is incorporated herein by reference.
Item 9B. OTHER INFORMATION
None.
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Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
Management of Phillips 66 Partners LP
We are managed by the directors and executive officers of our General Partner, Phillips 66 Partners GP LLC. Our General Partner is not elected by our
unitholders and will not be subject to re-election by our unitholders in the future. Phillips 66 indirectly owns all of the membership interests in our
General Partner. Our General Partner has a Board of Directors, and our unitholders are not entitled to elect the directors or directly or indirectly
participate in our management or operations.
The Board of Directors of our General Partner currently has seven members, three of whom are independent as defined under the independence
standards established by the New York Stock Exchange (NYSE). The NYSE does not require a listed limited partnership to have a majority of
independent directors on its general partner’s board of directors or to establish a compensation committee or a nominating committee. However, the
Board of Directors of our General Partner has established an Audit Committee, as well as a Conflicts Committee to address conflict situations. Phillips
66 appoints all members to the Board of Directors of our General Partner. The Board of Directors of our General Partner has determined that Joseph W.
O’Toole, Mark A. Haney and P.D. (David) Bairrington are independent directors under the independence standards of the NYSE.
The officers of our General Partner manage the day-to-day affairs of our business. Neither we nor our subsidiaries have any employees. Our General
Partner has the sole responsibility for providing the employees and other personnel necessary to conduct our operations. All of the employees that
conduct our business are employed by affiliates of our General Partner, but we sometimes refer to these individuals in this Annual Report on Form 10-K
as our employees for ease of reference.
Directors and Executive Officers of Phillips 66 Partners GP LLC
Directors are elected by the sole member of our General Partner and hold office until their successors have been elected or qualified or until the earlier
of death, resignation, removal or disqualification. Executive officers are appointed by, and serve at the discretion of, the Board of Directors. Tim G.
Taylor served as a Director and President of our General Partner until his retirement from those positions effective December 31, 2017. The following
table shows information for the directors and executive officers of Phillips 66 Partners GP LLC.
Name
Greg C. Garland
Robert A. Herman
Timothy D. Roberts
Kevin J. Mitchell
J.T. (Tom) Liberti
Chukwuemeka A. Oyolu
Joseph W. O’Toole
Mark A. Haney
P.D. (David) Bairrington
*On February 23, 2018.
Position with Phillips 66 Partners GP LLC
Chairman of the Board of Directors and Chief Executive Officer
Director and Senior Vice President, Operations
Director
Director and Vice President and Chief Financial Officer
Vice President and Chief Operating Officer
Vice President and Controller
Director
Director
Director
Age*
60
58
56
51
65
48
79
62
62
Greg C. Garland has served as Chief Executive Officer and Chairman of the Board of Directors of our General Partner since March 2013. Mr. Garland
became Chairman of the Board of Directors, President and Chief Executive Officer of Phillips 66 in April 2012, and has been Chairman and Chief
Executive Officer of Phillips 66 since June 2014. Mr. Garland devotes the majority of his time to his roles at Phillips 66 and also spends time, as
needed, directly managing our business and affairs. Mr. Garland was appointed Senior Vice President, Exploration and Production—Americas for
ConocoPhillips in October 2010, having previously served as President and Chief Executive Officer of Chevron Phillips Chemical Company LLC
(CPChem) since 2008. Mr. Garland is currently a member of the Board of Directors of DCP
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Midstream, LLC and Amgen Inc. We believe that Mr. Garland’s extensive experience in the energy industry, including his 35-year career with Phillips
Petroleum Company, CPChem and ConocoPhillips, and as Chief Executive Officer of Phillips 66, makes him well qualified to serve both as a director
and as Chairman of the Board of Directors of our General Partner. In addition to his other skills and qualifications, we believe that Mr. Garland’s role as
both Chairman and Chief Executive Officer provides a vital link between management and the Board of Directors and allows the Board of Directors to
perform its oversight role with the benefit of management’s perspective on business and strategy.
Robert A. Herman has served as Senior Vice President, Operations and a member of the Board of Directors of our General Partner since June 2014.
Mr. Herman became Executive Vice President, Refining of Phillips 66 in September 2017. Mr. Herman devotes the majority of his time to his roles at
Phillips 66 and also spends time, as needed, on our business and affairs. Before assuming his current role, Mr. Herman served Phillips 66 as Executive
Vice President, Midstream, from June 2014 to September 2017, Senior Vice President, Health, Safety, and Environment, Projects and Procurement,
from February 2014 to June 2014, and Senior Vice President, Health, Safety, and Environment, from April 2012 to February 2014. Before joining
Phillips 66, Mr. Herman worked for ConocoPhillips as Vice President, Health, Safety, and Environment, from 2010 to 2012. Mr. Herman is currently a
member of the Board of Directors of CPChem. We believe that Mr. Herman is a suitable member of the Board of Directors due to the significant
industry experience he has gained through his employment with Phillips 66 and ConocoPhillips.
Timothy D. Roberts has served as a member of the Board of Directors of our General Partner since April 2016. Mr. Roberts has been the Executive
Vice President, Marketing and Commercial for Phillips 66 since January 2017. He previously served as the Executive Vice President, Strategy and
Business Development for Phillips 66 from April 2016 through January 2017. Before joining Phillips 66, Mr. Roberts was an executive at
LyondellBasell Industries NV (“Lyondell”) from June 2011 through March 2016. He joined Lyondell as Senior Vice President, Olefins and Polyolefins
for the Americas in June 2011, was Executive Vice President - O&P Americas from October 2013 through January 2015, and served as Executive Vice
President - Global O&P from January 2015 until March 2016. Prior to joining Lyondell, Mr. Roberts was Vice President of Strategic and Corporate
Planning for CPChem from February 2011 until May 2011, and Chief Executive Officer of Americas Styrenics LLC, a joint venture between The Dow
Chemical Company and CPChem, from May 2008 until January 2011. We believe that Mr. Roberts is a suitable member of the Board of Directors
because of his extensive industry experience.
Kevin J. Mitchell has served as Vice President and Chief Financial Officer and a member of the Board of Directors of our General Partner since
January 2016. Mr. Mitchell previously served as the Vice President, Investor Relations, for Phillips 66 upon joining Phillips 66 in September 2014 and
became Executive Vice President, Finance and Chief Financial Officer in January 2016. Mr. Mitchell devotes the majority of his time to his roles at
Phillips 66 and also spends time, as needed, on our business and affairs. Prior to joining Phillips 66, he served as the General Auditor of ConocoPhillips
from May 2010 until September 2014. Mr. Mitchell joined Conoco in 1991 and held a variety of finance and accounting positions with Conoco and
ConocoPhillips, including General Manager of Upstream Finance, Strategy and Planning; Vice President, Finance and Administration for
ConocoPhillips Alaska; and Manager of Treasury Services. Mr. Mitchell is a Certified Internal Auditor and a fellow with the Chartered Institute of
Management Accountants. We believe that Mr. Mitchell is a suitable member of the Board of Directors because of his industry experience and
knowledge of industry accounting and financial practices.
J.T. (Tom) Liberti has served as Vice President and Chief Operating Officer of our General Partner since March 2013. Mr. Liberti became General
Manager, Master Limited Partnership of Phillips 66 in March 2013. Prior to his current role at Phillips 66, Mr. Liberti served as General Manager,
Lubricants of Phillips 66 since April 2012.
Chukwuemeka A. Oyolu became the Vice President and Controller of our General Partner in December 2014. Mr. Oyolu also became the Vice
President and Controller of Phillips 66 in December 2014. Mr. Oyolu devotes the majority of his time to his roles at Phillips 66 and also spends time, as
needed, on our business and affairs. Prior to his current role at Phillips 66, Mr. Oyolu served as General Manager, Finance for Refining, Marketing and
Transportation from May 2012 until February 2014, when he became General Manager, Planning and Optimization.
Joseph W. O’Toole has served as a member of the Board of Directors of our General Partner since July 2013 and serves as the chair of the Audit
Committee. Mr. O’Toole is currently the managing partner of Maeve Investment Company, LP, a private investment company. Mr. O’Toole retired as
Vice President, General Tax Officer and General Tax Counsel of Phillips Petroleum Company in 1999, a position he held since 1977. Mr. O’Toole
served as chairman of the American
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Petroleum Institute’s General Tax Committee in 1983 and represented the industry and Phillips Petroleum Company before government bodies in the
U.S. and foreign countries on numerous occasions. Mr. O’Toole is currently a member of the Board of Directors of St. Vincent College and serves as
the Chairman of its Investment and Institutional Advancement Committee. We believe that Mr. O’Toole is a suitable member of the Board of Directors
because of his lengthy tenure and extensive experience in the energy industry and knowledge of industry accounting, tax and financial practices he
procured while serving in senior tax and financial positions with Phillips Petroleum Company.
Mark A. Haney has served as a member of the Board of Directors of our General Partner since July 2013 and serves on the Audit Committee and as
chair of the Conflicts Committee. Mr. Haney retired as Executive Vice President of Olefins and Polyolefins of CPChem in December 2011. Prior to that
time, Mr. Haney served as Senior Vice President, Specialties, Aromatics and Styrenics of CPChem from 2008 to 2011, and Vice President,
Polyethylene of CPChem from 2001 to 2008. Prior to joining CPChem in 2001, he held several senior positions with Phillips Petroleum Company,
where he began his career in 1977. He also serves as a director for Advanced Drainage Systems, Inc. We believe that Mr. Haney is a suitable member of
the Board of Directors because of his lengthy tenure and extensive experience in the energy industry, particularly his leadership experience with
operating responsibilities.
P.D. (David) Bairrington has served as a member of the Board of Directors of our General Partner since August 2016 and serves on both the Audit
Committee and the Conflicts Committee. Mr. Bairrington is the managing partner of a family owned real estate development company, JDMD
Development, LLC. Prior to taking on that role, he spent 33 years in the energy industry with Phillips Petroleum Company and ConocoPhillips, from
which he retired in June 2011. During his career, he held a number of executive positions with Phillips Petroleum Company and ConocoPhillips,
including Senior Vice President of ConocoPhillips Canada, President and Managing Director of the Russia and Caspian Region, and Senior Vice
President of Marketing and Transportation. Mr. Bairrington is a former board member of Syncrude Canada Ltd, and the former Chairman of the Board
of the Polar Lights Company and NaryanMarNefteGas Company. Currently, Mr. Bairrington serves on the Texas Municipal Power Agency Board,
Bryan Texas Utilities Board, Wells Fargo Community Board and the Blinn College Brazos County Advisory Committee. We believe that Mr.
Bairrington is a suitable member of the Board of Directors because of his lengthy tenure and extensive experience in the energy industry, particularly
his leadership experience with operating responsibilities.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 (the Act) requires directors and executive officers of our General Partner, and persons who own
more than 10 percent of a registered class of our equity securities, to file reports of ownership and changes in ownership of our common units with the
U.S. Securities and Exchange Commission (SEC) and the NYSE, and to furnish us with copies of the forms they file. To our knowledge, based solely
upon a review of the copies of such reports furnished to us and written representations of our officers and directors, during the year ended December 31,
2017, all Section 16(a) reports applicable to our officers and directors were filed on a timely basis, other than a Form 4 related to the acquisition by Mr.
Bairrington of common units on September 29, 2017, that was not timely filed due to an administrative error.
Committees of the Board of Directors
The Board of Directors of our General Partner has an Audit Committee and a Conflicts Committee. Each of the standing committees of the Board of
Directors has the composition and responsibilities described below.
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Audit Committee
Our General Partner has an Audit Committee consisting of three directors, each of whom meets the independence and experience standards established
by the NYSE and the Act. The members of the Audit Committee are Messrs. Bairrington, Haney, and O’Toole. Mr. O’Toole serves as the chair of the
Audit Committee, and the Board of Directors of our General Partner has determined that Mr. O’Toole is an audit committee financial expert (as defined
in the Act). The Audit Committee assists the Board of Directors in its oversight of the integrity of our financial statements and our compliance with
legal and regulatory requirements and corporate policies and controls. The Audit Committee has the sole authority to retain and terminate our
independent registered public accounting firm, approve all auditing services and related fees and the terms thereof, and pre-approve any non-audit
services to be rendered by our independent registered public accounting firm. The Audit Committee is also responsible for confirming the independence
and objectivity of our independent registered public accounting firm. Our independent registered public accounting firm has unrestricted access to the
Audit Committee. The Audit Committee has a written charter adopted by the Board of Directors of our General Partner, which is available on our
website at http://www.phillips66partners.com by selecting “Investors,” then “Corporate Governance,” then “Documents and Charters,” and selecting
“Audit Committee Charter.”
Conflicts Committee
Two members of the Board of Directors of our General Partner serve on our General Partner’s Conflicts Committee to review specific matters that may
involve conflicts of interest in accordance with the terms of our partnership agreement. The members of the Conflicts Committee are Messrs.
Bairrington and Haney, with Mr. Haney serving as the chair. The Board of Directors of our General Partner determines whether to refer a matter to the
Conflicts Committee on a case-by-case basis. The members of our Conflicts Committee may not be officers or employees of our General Partner or
directors, officers, or employees of its affiliates, and must meet the independence and experience standards established by the NYSE and the Act to
serve on an audit committee of a board of directors. In addition, the members of our Conflicts Committee may not own any interest in our General
Partner or any interest in us or our subsidiaries other than common units or awards under our incentive compensation plan. If our General Partner seeks
approval from the Conflicts Committee, then it will be presumed that, in making its decision, the Conflicts Committee acted in good faith, and in any
proceeding brought by or on behalf of any limited partner or Phillips 66 Partners LP (the Partnership) challenging such determination, the person
bringing or prosecuting such proceeding will have the burden of overcoming such presumption.
Code of Business Ethics and Conduct
Our General Partner has adopted a Code of Business Ethics and Conduct for directors and employees designed to help directors and employees resolve
ethical issues in an increasingly complex global business environment. Our Code of Business Ethics and Conduct applies to all directors and employees,
including the Chief Executive Officer and the senior financial officers. Our Code of Business Ethics and Conduct covers topics including, but not
limited to, conflicts of interest, insider trading, competition and fair dealing, discrimination and harassment, confidentiality, payments to government
personnel, anti-boycott laws, U.S. embargoes and sanctions, compliance procedures and employee complaint procedures. Our Code of Business Ethics
and Conduct is available on our website under the “Corporate Governance” caption. Unitholders may also request printed copies of our Code of
Business Ethics and Conduct by following the instructions located under the section “Website Access to SEC Reports” in Items 1 and 2. Business and
Properties.
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Item 11. EXECUTIVE COMPENSATION
Neither we nor our General Partner employ the individuals who serve as executive officers of our General Partner and are responsible for managing our
business. We are managed by our General Partner, the executive officers of which are employees of Phillips 66. We and our General Partner have
entered into an omnibus agreement, as amended, with Phillips 66 pursuant to which, among other matters:
•
Phillips 66 makes available to our General Partner the services of the Phillips 66 employees who serve as the executive officers of our General
Partner.
• Our General Partner is obligated to reimburse Phillips 66 for an allocated portion of the costs that Phillips 66 incurs in providing compensation
and benefits to certain Phillips 66 employees, including the executive officers of our General Partner who devote at least a majority of their
working time to our business (but not the executive officers of our General Partner who devote less than a majority of their working time to our
business).
• Our General Partner pays an operational and administrative support fee to Phillips 66 to cover, among other things, the services provided to us
by the executive officers of our General Partner who devote less than a majority of their working time to our business.
Pursuant to the applicable provisions of our partnership agreement, we reimburse our General Partner for the costs it incurs in relation to the Phillips 66
employees, including executive officers, who provide services to operate our business. Our “Named Executive Officers” (NEOs) consist of our General
Partner’s chief executive officer, chief financial officer and the next three most highly compensated executive officers, who for 2017 were:
• Greg C. Garland, Chairman of the Board of Directors and Chief Executive Officer.
•
Tim G. Taylor, President.
• Kevin J. Mitchell, Vice President and Chief Financial Officer.
•
•
Chukwuemeka A. Oyolu, Vice President and Controller.
J. T. (Tom) Liberti, Vice President and Chief Operating Officer.
Effective December 31, 2017, Mr. Taylor retired as the President of our General Partner.
Compensation Discussion and Analysis
Messrs. Garland, Mitchell, Taylor and Oyolu, who were also executive officers of Phillips 66 during 2017, devoted the majority of their time to their
respective roles at Phillips 66 and also spent time, as needed, directly managing our business and affairs. Pursuant to the terms of the amended omnibus
agreement, we pay a fixed operational and administrative support fee to Phillips 66, which covers, among other things, the services provided to us by
Messrs. Garland, Mitchell, Taylor and Oyolu. Messrs. Garland, Mitchell, Taylor and Oyolu do not receive any separate amounts of compensation for
their services to our business or as executive officers of our General Partner and, except for the fixed operational and administrative support fee we pay
to Phillips 66, we did not otherwise pay or reimburse any compensation amounts to or for Messrs. Garland, Mitchell, Taylor and Oyolu during 2017.
Mr. Liberti devotes substantially all of his working time to our business and, pursuant to the terms of the amended omnibus agreement, we reimburse
Phillips 66 for all the compensation and benefits paid to him with respect to time spent managing our business.
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The Human Resources and Compensation Committee of the Board of Directors of Phillips 66 (the Compensation Committee) has ultimate decision-
making authority with respect to the compensation of Phillips 66’s senior officers. The elements of compensation discussed below, and Phillips 66’s
decisions with respect to determinations on payments, were approved by the Compensation Committee, and were not subject to approvals by the Board
of Directors of our General Partner.
See Note 21—Related Party Transactions —Amended Omnibus Agreement, in the Notes to Consolidated Financial Statements, for additional
information.
Elements of Compensation
Phillips 66 provides compensation to its executives in the form of base salaries, annual cash incentive awards, long-term equity incentive awards and
participation in various employee benefits plans and arrangements, including broad-based and supplemental defined contribution plans, defined benefit
retirement plans and executive life insurance arrangements. Phillips 66 also provides additional benefits to approved senior officers, such as personal
security. In addition, although our NEOs have not entered into employment agreements with Phillips 66, our NEOs are eligible to participate in Phillips
66’s executive severance and change in control plans, pursuant to which they would receive severance payments and benefits from Phillips 66 in the
event of an involuntary termination of employment (with an enhanced level of payment if such termination occurs in connection with a change in
control of Phillips 66). In the future, Phillips 66 and/or our General Partner may provide different and/or additional compensation components, benefits
and/or perquisites to our NEOs, to ensure that they are provided with a comprehensive and competitive compensation structure.
As explained above, Messrs. Garland, Mitchell, Taylor and Oyolu devoted a small portion of their overall working time to our business during 2017 and
the compensation our NEOs received from Phillips 66 in relation to their services for us did not comprise a material amount of their total compensation.
In addition, except for a fixed operational and administrative support fee that we pay to Phillips 66 pursuant to the terms of the amended omnibus
agreement, and any awards that may be granted in the future to Messrs. Garland, Mitchell, Taylor and Oyolu under the Incentive Compensation Plan
(ICP), we will not pay or reimburse any compensation amounts to or for Messrs. Garland, Mitchell, Taylor and Oyolu. For a detailed discussion of the
compensation and benefits that Phillips 66 provides to its NEOs, and its philosophy, objectives and policies related to executive compensation, please
refer to the Compensation Discussion and Analysis section of Phillips 66’s 2018 Proxy Statement, which will be available upon its filing on the SEC’s
website at http://www.sec.gov . The following sets forth a more detailed explanation of the elements of Phillips 66’s executive compensation program
for Mr. Liberti.
Base Salary. Base salary is designed to provide a competitive fixed rate of pay recognizing employees’ different levels of responsibility and
performance. In setting an executive’s base salary, Phillips 66 considers factors including, but not limited to, the responsibility level for the position
held, market data for its relevant peer group, experience and expertise, individual performance and business results.
Annual Cash Bonus. Phillips 66’s annual cash incentive program provides participants with an opportunity to earn annual cash bonus awards generally
based on company, business unit and individual performance. Target annual bonus levels are established at the beginning of each year and are based on
a percentage of the executive’s eligible earnings. For 2017, Mr. Liberti had an annualized target bonus of 50 percent of his eligible earnings.
For 2017, Phillips 66 used the following metrics in relation to the corporate performance of Phillips 66 as a whole for annual bonus program purposes,
with the weightings specified as follows:
Adjusted EBITDA
Operating Excellence
Adjusted Controllable Cost
High-Performing Organization
40 percent
35 percent
15 percent
10 percent
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The Compensation Committee used its judgment in assessing results in relation to the foregoing categories of criteria to award between zero and 200
percent of each NEO’s target bonus. There are multiple award units within Phillips 66 designed to measure performance and reward employees
according to business unit performance. Performance criteria include quantitative and qualitative metrics specific to each business unit, such as income,
cost control, safety and operational excellence, and resource and talent management. Finally, an individual performance adjustment may be applied for
its executives and key employees. For 2017, Phillips 66 paid a cash bonus to Mr. Liberti at a level of approximately 130 percent of his target award to
recognize the overall performance of Phillips 66, the performance of his business unit and his individual contributions.
Long-Term Equity-Based Compensation Awards. Phillips 66 maintains a long-term incentive program pursuant to which it grants equity-based awards
in Phillips 66 stock to its executives and key employees. Awards are paid out from zero to 200 percent of target depending on Phillips 66’s performance
relative to the applicable targets. For the performance periods presented, payout levels for the Performance Share Program (PSP) awards were based on
Phillips 66’s Total Shareholder Return (TSR) (50 percent), as compared to a group of Phillips 66’s peer companies, and Return on Capital Employed
(ROCE) (50 percent), as compared to both its weighted average cost of capital and a group of Phillips 66’s peer companies. Generally, performance at
the 50th percentile of the peer group would result in a target payout subject to any individual performance or other adjustments that may be made by the
Compensation Committee. For performance periods that ended in 2017, payouts for the PSP were made in cash at the end of the performance period,
with no escrow period.
We apply individual performance adjustments to targets at the beginning of the period. The Compensation Committee believes in applying performance
adjustments at the beginning of the performance period, rather than the end, so that performance adjusted compensation is subject to company
performance and market volatility throughout the performance period, aligning executive compensation with shareholder interests.
For 2017, Phillips 66’s long-term incentive program delivered 50 percent of long-term target value in the form of performance share units through the
PSP, 25 percent in the form of stock options and 25 percent in the form of restricted stock units. This reflects the cyclical nature of its business,
promotes retention of high-performing talent and supports succession planning.
Retirement, Health, Welfare and Additional Benefits. Our NEOs are eligible to participate in the employee benefit plans and programs that Phillips 66
may from time to time offer to its employees, subject to the terms and eligibility requirements of those plans. Our NEOs are also eligible to participate
in tax-qualified defined contribution and defined benefit retirement plans to the same extent as all other Phillips 66 employees. Phillips 66 also
maintains three supplemental retirement plans in which its executives and key employees participate. Its voluntary deferred compensation plan (the
Phillips 66 Key Employee Deferred Compensation Plan) allows executives to defer both the receipt and taxation of a portion of their base salary until
separation and annual bonus until a specific date or when they separate from employment. Its defined contribution restoration plan (the Phillips 66
Defined Contribution Make-Up Plan) restores benefits capped under Phillips 66’s qualified defined contribution plan due to Internal Revenue Code
limits. Finally, its defined benefit restoration plans (the Phillips 66 Key Employee Supplemental Retirement Plan and the Phillips 66 Supplemental
Executive Retirement Plan) restore company sponsored benefits capped under the qualified defined benefit pension plan due to Internal Revenue Code
limits and provide additional nonqualified pension benefits to executives who were hired in mid-career to partially compensate for the loss of retirement
benefits from a previous employer. Our NEOs, including Mr. Liberti, participate in these programs and Phillips 66 remains responsible for providing
100 percent of the benefits thereunder. However, with respect to the executives for whom we are obligated to reimburse Phillips 66 for an allocated
portion of compensation and benefits costs, we will pay periodic amounts to Phillips 66 pursuant to the terms of the amended omnibus agreement
representing Phillips 66’s estimated costs for providing these benefits. Beginning in 2017, Phillips 66 provided executive health and financial planning
benefits to our NEOs, subject to certain eligibility requirements.
Severance and Change in Control Programs. Phillips 66 does not maintain individual severance or change in control agreements with its executives.
Rather, Phillips 66 maintains an Executive Severance Plan (ESP) and a Key Employee Change in Control Severance Plan (CICSP) to provide and
preserve an economic motivation for participating executives to consider a business combination that might result in an executive’s job loss and to
compete effectively in attracting and retaining executives in an industry that features frequent acquisitions and divestitures.
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Executive Severance Plan. The ESP provides that if Phillips 66 terminates the employment of an executive other than for cause, the executive will
receive the following benefits, which may vary depending on salary grade level:
• A lump sum payment equal to one and one-half or two times (one and one-half times in the case of Mr. Liberti) the sum of the executive’s base
salary and current target annual bonus.
• A lump sum payment equal to the present value of the increase in pension benefits that would result from crediting the executive with an
additional one and one-half or two years of age and service under the pension plan (one and one-half years in the case of Mr. Liberti).
• A lump sum payment equal to the cost of certain welfare benefits for an additional one and one-half or two years (one and one-half years in the
case of Mr. Liberti).
•
•
Continued eligibility for a pro rata portion of the annual bonus paid with respect to the year of termination.
Layoff treatment under compensation plans that generally allows the executive to retain grants of Phillips 66 restricted stock and restricted
stock units, and maintain eligibility for Phillips 66 PSP awards for ongoing periods in which the NEO had participated for at least one year.
Change in Control Severance Plan. The CICSP provides that if, within two years of a change in control of Phillips 66, an executive’s employment is
terminated by the employer other than for cause, or by the executive for good reason, the executive will receive the following benefits, which may vary
depending on salary grade level:
• A lump sum payment equal to two or three times (two times in the case of Mr. Liberti) the sum of the executive’s base salary and the higher of
current target annual bonus or the average of the two most recent bonus payments.
• A lump sum payment equal to the present value of the increase in pension benefits that would result from crediting the executive with an
additional two or three years of age and service under the pension plan (two years in the case of Mr. Liberti).
• A lump sum payment equal to Phillips 66’s cost of certain welfare benefits for an additional two or three years (two years in the case of Mr.
Liberti).
•
Continued eligibility for a pro rata portion of the annual bonus paid with respect to the year of termination.
In addition, upon severance following a change in control, an executive becomes eligible for vesting in all Phillips 66 equity awards and lapsing of any
restrictions, with continued ability to exercise any stock options for their remaining terms. Stock options shall be exercisable at the original times set
forth in the applicable award documents. After a change in control, the CICSP may not be amended or terminated if the amendment would be adverse to
the interests of any eligible participant without the participant’s written consent. Amounts payable under the CICSP are offset by any payments or
benefits payable under any of Phillips 66’s other plans.
Our Incentive Compensation Plan
Our General Partner adopted the ICP for officers, directors and employees of our General Partner or its affiliates, and any consultants, affiliates of our
General Partner or other individuals who perform services for us. Our General Partner may issue our executive officers and other service providers
long-term equity-based awards under the ICP. These awards are intended to compensate the recipients thereof based on the performance of our common
units and their continued employment during the vesting period, as well as align their long-term interests with those of our unitholders. We will be
responsible for the cost of awards granted under the ICP, and all determinations with respect to awards to be made under the ICP will be made by the
Board of Directors of our General Partner or any committee thereof that may be established for such purpose or by any delegate of the Board of
Directors or such committee, subject to applicable law, which we refer to as the plan administrator. The Board of Directors of our General Partner is
currently designated as the plan administrator. The following description reflects the principal terms of the ICP.
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General. The ICP provides for the grant, from time to time at the discretion of the Board of Directors of our General Partner or any applicable
committee or delegate thereof, subject to applicable law, of unit awards, restricted units, phantom units, unit options, unit appreciation rights,
distribution equivalent rights, profits interest units and other unit-based awards. The purpose of awards under the ICP is to provide additional incentive
compensation to individuals providing services to us, and to align the economic interests of such individuals with the interests of our unitholders. The
ICP limits the number of units that may be delivered pursuant to vested awards to 2,500,000 common units, subject to proportionate adjustment in the
event of unit splits and similar events. Common units subject to awards that are canceled, forfeited, or otherwise terminated without delivery of the
common units will be available for delivery pursuant to other awards. Common units canceled for payment of taxes will not be available for delivery
pursuant to other awards.
Restricted Units and Phantom Units. A restricted unit is a common unit that is subject to forfeiture if the terms of vesting are not met. Upon vesting, the
forfeiture restrictions lapse and the recipient holds a common unit that is not subject to forfeiture. A phantom unit is a notional unit that entitles the
grantee to receive a common unit upon the vesting of the phantom unit or on a deferred basis upon specified future dates or events or, in the discretion
of the plan administrator, cash equal to the fair market value of a common unit. The plan administrator may make grants of restricted and phantom units
under the ICP that contain such terms, consistent with the ICP, as the administrator may determine are appropriate, including the period over which
restricted or phantom units will vest. The plan administrator may, in its discretion, base vesting on the grantee’s completion of a period of service or
upon the achievement of specified financial objectives or other criteria or upon a change of control (as defined in the ICP) or as otherwise described in
an award agreement. Distributions made by us with respect to awards of restricted units may be subject to the same vesting requirements as the
restricted units.
Distribution Equivalent Rights. The plan administrator, in its discretion, may also grant distribution equivalent rights, either as stand-alone awards or in
tandem with other awards. Distribution equivalent rights are rights to receive an amount in cash, restricted units or phantom units equal to all or a
portion of the cash distributions made on units during the period in which an award remains outstanding.
Unit Options and Unit Appreciation Rights. The ICP also permits the grant of options covering common units. Unit options represent the right to
purchase a number of common units at a specified exercise price. Unit appreciation rights represent the right to receive the appreciation in the value of a
number of common units over a specified exercise price, either in cash or in common units. Unit options and unit appreciation rights may be granted to
such eligible individuals and with such terms as the plan administrator may determine, consistent with the ICP; however, a unit option or unit
appreciation right must have an exercise price equal to at least the fair market value of a common unit on the date of grant.
Unit Awards. Awards covering common units may be granted under the ICP with such terms and conditions, including restrictions on transferability, as
the plan administrator may establish.
Profits Interest Units. Awards granted to grantees who are partners, or granted to grantees in anticipation of the grantee becoming a partner or granted
as otherwise determined by the plan administrator, may consist of profits interest units. The plan administrator will determine the applicable vesting
dates, conditions to vesting and restrictions on transferability and any other restrictions for profits interest awards.
Other Unit-Based Awards. The ICP may also permit the grant of “other unit-based awards,” which are awards that, in whole or in part, are valued or
based on or related to the value of a common unit. The vesting of another unit-based award may be based on a participant’s continued service, the
achievement of performance criteria or other measures. On vesting or on a deferred basis upon specified future dates or events, other unit-based awards
may be paid in cash and/or in units (including restricted units), or any combination thereof as the plan administrator may determine.
Source of Common Units. Common units to be delivered with respect to awards may be newly issued units, common units acquired by us or our
General Partner in the open market, common units already owned by our General Partner or us, common units acquired by our General Partner directly
from us or any other person or any combination of the foregoing.
Anti-Dilution Adjustments and Change in Control. If an “equity restructuring” event occurs that could result in an additional compensation expense
under applicable accounting standards if adjustments to awards under the ICP with respect to such event were discretionary, the plan administrator will
equitably adjust the number and type of units covered by each outstanding award and the terms and conditions of such award to equitably reflect the
restructuring event, and the
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plan administrator will adjust the number and type of units with respect to which future awards may be granted under the ICP. With respect to other
similar events, including, for example, a combination or exchange of units, a merger or consolidation or an extraordinary distribution of our assets to
unitholders, that would not result in an accounting charge if adjustment to awards were discretionary, the plan administrator will have discretion to
adjust awards in the manner it deems appropriate and to make equitable adjustments, if any, with respect to the number of units available under the ICP
and the kind of units or other securities available for grant under the ICP. Furthermore, upon any such event, including a change in control of us or our
General Partner, or a change in any law or regulation affecting the ICP or outstanding awards or any relevant change in accounting principles, the plan
administrator will generally have discretion to (1) accelerate the time of exercisability or vesting or payment of an award, (2) require awards to be
surrendered in exchange for a cash payment or substitute other rights or property for the award, (3) provide for the award to be assumed by a successor
or one of its affiliates, with appropriate adjustments thereto, (4) cancel unvested awards without payment or (5) make other adjustments to awards as the
plan administrator deems appropriate to reflect the applicable transaction or event.
Termination of Employment. The consequences of the termination of a grantee’s employment, membership on our General Partner’s Board of Directors
or other service arrangement will generally be determined by the Compensation Committee in the terms of the relevant award agreement.
Amendment or Termination of ICP. The plan administrator, at its discretion, may terminate the ICP at any time with respect to the common units for
which a grant has not previously been made. The ICP automatically terminates in July 2023. The plan administrator also has the right to alter or amend
the ICP or any part of it from time to time or to amend any outstanding award made under the ICP, provided that no change in any outstanding award
may be made that would materially impair the vested rights of the participant without the consent of the affected participant or result in taxation to the
participant under Section 409A of the Code.
Compensation Consultants
Our General Partner does not have a compensation committee, and its Board of Directors did not retain a compensation consultant in 2017.
Unit Ownership Requirements
Our General Partner does not have established unit ownership requirements.
Guidelines for Trading by Insiders
We maintain policies that govern trading in our units by the officers and directors of our General Partner who are required to report under Section 16 of
the Exchange Act, as well as certain other employees who may have regular access to material non-public information about us. These policies include
pre-approval requirements for all trades and periodic trading “black-out” periods designed with reference to our quarterly financial reporting schedule.
We also require pre-approval of all trading plans adopted pursuant to Rule 10b5-1 promulgated under the Exchange Act. These policies also prohibit
speculative transactions in our units by these individuals such as short sales, puts, calls or other similar options to buy or sell our units in an effort to
hedge certain economic risks or otherwise.
Compensation Risk Assessment
The Compensation Committee oversees the risk assessment performed by Phillips 66 management of all elements of its compensation programs,
policies and practices for all employees. A discussion of this risk assessment will be included in the Compensation Discussion and Analysis section of
Phillips 66’s 2018 Proxy Statement, which will be available upon its filing on the SEC’s website at http://www.sec.gov .
CEO Pay Ratio
Neither we nor our General Partner have any employees. As a result, we have no basis for disclosing the annual compensation and corresponding ratio
as required under Item 402(u) of Regulation S-K.
Compensation Committee Report
The independent directors of our General Partner (the Independent Directors) have reviewed and discussed the Compensation Discussion and Analysis
required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Independent Directors recommended to
the Board of Directors of our General Partner that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.
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The Independent Directors have submitted this Report to the Board of Directors as of February 23, 2018:
P.D. (David) Bairrington
•
• Mark A. Haney
•
Joseph W. O’Toole
The following table summarizes the compensation for our NEOs for fiscal years 2017, 2016 and 2015.
Summary Compensation Table
Name and
Principal Position
Year
Salary (2)
($)
Stock Awards
(3) ($)
Stock Options (4)
($)
Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings (6) ($)
Non-Equity
Incentive
Compensation
Plan (5) ($)
All Other
Compensation (7) ($)
Total($)
Greg C. Garland,
Chief Executive
Officer (1)
Kevin J. Mitchell,
Vice President
and Chief
Financial Officer
(1)
Tim G. Taylor,
President (1)
Chukwuemeka A.
Oyolu, Vice
President and
Controller (1)
J.T. (Tom)
Liberti,
Vice President
and
Chief Operating
Officer
2017
2016
2015
2017
2016
2017
2016
2015
2017
2016
2015
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2017
2016
2015
364,604
354,136
334,536
424,707
451,672
439,789
144,160
138,498
126,228
236,993
239,042
307,355
297,439
354,369
385,851
25,522
26,440
35,054
1,493,425
1,564,157
1,628,813
(1) Messrs. Garland, Mitchell, Taylor and Oyolu devote a small portion of their overall working time to our business. The compensation these NEOs receive from Phillips 66 in relation to their
services for us does not represent a material amount of their total compensation.
(2) Includes any amounts that were voluntarily deferred under Phillips 66’s Key Employee Deferred Compensation Plan.
(3) Amounts shown represent the aggregate grant date fair value of awards determined in accordance with U.S. generally accepted accounting principles (GAAP) and reflect awards granted
under Phillips 66’s PSP and Phillips 66’s Restricted Stock Program. These include awards that are expected to be finalized as late as 2019. The amounts shown for awards from the PSP
relate to performance periods that began in 2015, 2016 and 2017 and that end in 2017, 2018 and 2019, respectively. Amounts shown relating to PSP are targets because target is the
probable outcome for the applicable performance period, consistent with the accounting treatment under GAAP. If the maximum payout were used for the PSP awards the amounts shown
relating to PSP would double, although the value of the actual payout would depend on the stock price at the time of the payout. If the minimum payout were used, the amounts for PSP
awards would be reduced to zero. Actual payouts with regard to the targets set for the performance period that ended in 2017 were approved by the Compensation Committee at its
February 2018 meeting. The fair market value on the date of payout was $521,350. Earned payouts under the PSP 2015-2017 have been, and under the PSP 2016-2018 and PSP 2017-2019
are expected to be, made in cash at the end of the applicable performance period and will be forfeited if the NEO is terminated prior to the end of the performance period (other than for
death or following disability or after a change in control). If the NEO retires after age 55 and with five years of service, the NEO is entitled to a prorated award for any ongoing program in
which he or she participated for at least 12 months.
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(4) Amounts shown represent the aggregate grant date fair value of awards determined in accordance with GAAP and reflect awards granted under the Phillips 66 Stock Option Program.
(5) These are amounts paid under Phillips 66’s annual bonus program (VCIP), including bonus amounts that were voluntarily deferred under the Key Employee Deferred Compensation Plan.
These amounts were paid in February following the performance year.
(6) Reflects the actuarial increase in the present value of the benefits under Phillips 66’s pension plans determined using interest rate and mortality rate assumptions consistent with those used in
its financial statements. There are no deferred compensation earnings reported in this column, as the nonqualified deferred compensation plans do not provide above-market or preferential
earnings.
(7) Amounts shown represent company contributions under the Phillips 66 Matching Gift Program, Phillips 66’s tax-qualified savings plan and non-qualified deferred compensation plan.
The following table provides additional information about plan-based compensation disclosed in the Summary Compensation Table. The table includes
both equity and non-equity awards only to Mr. Liberti because he is the only NEO for whom we directly reimburse Phillips 66 for his compensation.
Grants of Plan-Based Awards
Estimated Future Payouts Under Non-Equity
Incentive Plan Awards (2)
Estimated Future Payouts Under Equity
Incentive Plan Awards (3)
Name
Grant Date
(1) Threshold($)
Target($)
Maximum($)
Threshold(#)
Target
(#)
Maximum(#)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options(#)
Exercise or
Base Price of
Option
Awards($/sh)
Grant
Date Fair
Value of
Stock and
Option
Awards (4)
($)
Mr. Liberti
2/7/2017
2/7/2017
2/7/2017
—
—
—
—
182,302
—
—
—
455,755
—
—
—
—
—
—
—
—
—
3,595
—
—
—
7,190
—
—
1,817
—
—
—
—
—
8,500
—
—
—
78.475
—
142,589
282,118
144,160
(1) The grant date shown is the date on which the Compensation Committee approved the target awards.
(2) Threshold and maximum awards are based on the provisions in the VCIP. Actual awards earned can range from 0 to 200 percent of the target awards, with a further possible adjustment of
+/- 50 percent of the target award depending on individual performance. The Compensation Committee retains the authority to make awards under the program and to use its judgment in
adjusting awards, including making awards greater than the amounts shown in the table above, provided the award does not exceed amounts permitted under the 2013 Omnibus Stock and
Performance Incentive Plan of Phillips 66. Actual payouts under the annual bonus program for 2017 are calculated using base salary earned in 2017 and reflected in the “Non-Equity
Incentive Compensation Plan” column of the “Summary Compensation Table”.
(3) Threshold and maximum awards are based on the provisions of the PSP. Actual awards earned can range from 0 to 200 percent of the target awards. Performance periods under the PSP
cover a three-year period, and since a new three-year period commences each year, there could be three overlapping performance periods ongoing at any time. In 2017, targets were set for
Mr. Liberti with respect to an award for the three-year performance period beginning in 2017 and ending in 2019. The Compensation Committee retains the authority to make awards under
the PSP using its judgment, including making awards greater than the maximum payout shown in the table above, provided the award does not exceed amounts permitted under the 2013
Omnibus Stock and Performance Incentive Plan of Phillips 66.
(4) For equity incentive plan awards, these amounts represent the grant date fair value at target level under the PSP as determined pursuant to GAAP. For Stock Option awards, these amounts
represent the grant date fair value of the option awards using a Black-Scholes-Merton-based methodology. Actual value realized upon option exercise depends on market prices at the time
of exercise. For other stock awards, these amounts represent the grant date fair value of the restricted stock unit awards determined pursuant to GAAP.
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Outstanding Equity Awards at Fiscal Year End
We have not granted, and none of our NEOs have received any grants of, equity or equity-based awards in us and no such awards were outstanding as
of December 31, 2017. We may make grants of equity and equity-based awards in us to our NEOs and other key employees under the ICP. See “Our
Incentive Compensation Plan” for additional information.
Our NEOs have received and may continue to receive equity or equity-based awards in Phillips 66 under Phillips 66’s equity compensation programs.
The following table provides additional information about only Mr. Liberti’s outstanding equity awards in Phillips 66 as of December 31, 2017, because
he is the only NEO for whom we reimburse Phillips 66 for his compensation.
Name
Grant Date (1)
Option Awards (2)
Stock Awards
Number of
Securities
Underlying
Unexercised
Options
Exercisable (3)
(#)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable(#)
Number
of Shares
or Units
of Stock
That Have
Not Vested (4)
(#)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested($)
Option
Exercise
Price($)
Option
Expiration
Date
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights
That Have
Not Vested (5)
(#)
Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares, Units
or Other
Rights
That Have
Not Vested($)
Mr. Liberti
2/7/2013
2/6/2014
2/3/2015
2/2/2016
2/7/2017
5,000
6,400
4,466
2,733
—
—
—
2,234
5,467
8,500
62.170
72.255
74.135
78.620
78.475
2/7/2023
2/6/2024
2/3/2025
2/2/2026
2/7/2027
38,278
3,871,820
7,497
758,322
(1) The dates presented in this column represent the respective dates on which the awards were granted by ConocoPhillips for grants prior to the spin-off from ConocoPhillips, and by Phillips 66
for all other awards. The awards granted prior to the spin-off were converted to Phillips 66 equity awards in connection with the spin-off and in accordance with the Employee Matters
Agreement and remain subject to the same general terms and conditions.
(2) All options shown in the table have a maximum term for exercise of ten years from the grant date. Under certain circumstances, the terms for exercise may be shorter, and in certain
circumstances, the options may be forfeited and canceled. All awards shown in the table have associated restrictions upon transferability.
(3) The options shown in this column vested and became exercisable in 2017 or prior years (although under certain termination circumstances, the options may still be forfeited). Options become
exercisable in one-third increments on the first, second and third anniversaries of the grant date.
(4) These amounts include unvested restricted stock and restricted stock units awarded under the PSP for performance periods ending prior to December 31, 2014, and awarded as annual
awards. All awards for performance periods ending on or before December 31, 2014, continue to have restrictions upon transferability. Restrictions on PSP awards for performance periods
ending on or before December 31, 2010, lapse upon separation from service. Restrictions on PSP awards for later performance periods lapse five years from the grant date unless the NEO
elected prior to the beginning of the performance period to defer lapsing of the restrictions until separation from service. Awards are subject to forfeiture if, prior to lapsing, the NEO
separates from service for a reason other than death, disability, layoff, retirement after reaching age 55 with five years of service, or after a change of control, although the Compensation
Committee has the authority to waive forfeiture. The awards have no voting rights, but do entitle the holder to receive dividend equivalents in cash. The value of the awards reflects the
closing price of our stock, as reported on the NYSE, on December 29, 2017 ($101.15).
(5) Reflects potential awards from ongoing performance periods under the PSP for performance periods ending December 31, 2018, and December 31, 2019. These awards are shown at target;
however, there is no assurance that awards will be granted at, below or above target after the end of the relevant performance periods, as the determination to make a grant and the amount
of any grant is within the judgment of Phillips 66’s Compensation Committee. Until an actual grant is made, these unearned awards pay no dividend equivalents. The value of these
unearned awards reflects the closing price of Phillips 66’s stock, as reported on the NYSE, on December 29, 2017 ($101.15).
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Index to Financial Statements
The following table summarizes the value received from stock option exercises and stock grants vested during 2017 for Mr. Liberti only because he is
the only NEO for whom we reimburse Phillips 66 for his compensation.
Option Exercises and Stock Vested
Name
Number of Shares Acquired
on Exercise(#)
Value Realized on
Exercise($)
Number of Shares Acquired
on Vesting(#)
Value Realized on
Vesting($)
Option Awards
Stock Awards (1)
932,281
Mr. Liberti
(1) Stock awards include restricted stock units that vested during the year, as well as the PSP 2015-2017 award that vested on December 31, 2017, and was paid out in cash in early 2018. The
1,293,869
21,749
10,410
PSP award for Mr. Liberti was 5,227 units valued at $521,350.
Pension Benefits
The following table lists the pension program participation and actuarial present value of only Mr. Liberti’s defined benefit pension as of December 31,
2017, because he is the only NEO for whom we reimburse Phillips 66 for his compensation.
Name
Plan Name
Number of Years Credited
Service (1) (#)
Present Value of
Accumulated
Benefit (2) ($)
Payments During Last Fiscal
Year($)
Mr. Liberti
Phillips 66 Retirement Plan—Title 1
Phillips 66 Key Employee Supplemental
Retirement Plan (3)
Phillips 66 Supplemental Executive
Retirement Plan
17
—
—
937,729
1,441,858
1,246,377
—
—
—
(1) Years of credited service include service recognized under the predecessor ConocoPhillips plans from which these plans were spun off effective May 1, 2012.
(2) Because Mr. Liberti is already retirement eligible, the amounts shown represent his actual benefit.
(3) The Phillips 66 Key Employee Supplemental Retirement Plan restores Company-sponsored benefits capped under the qualified defined benefit pension plan to Internal Revenue Code limits.
All employees, including Mr. Liberti, are eligible to participate in the plan.
The following table provides information on nonqualified deferred compensation of only Mr. Liberti’s defined benefit pension as of December 31,
2017, because he is the only NEO for whom we reimburse Phillips 66 for his compensation.
Nonqualified Deferred Compensation
Beginning
Balance($)
Executive
Contribution in
Last Fiscal Year($)
Registrant
Contribution in
Last Fiscal
Year (2) ($)
Aggregate Earnings
in Last Fiscal Year
(3) ($)
Aggregate
Withdrawals/Distributions($)
Aggregate Balance
at Last Fiscal Year-
End (4) ($)
Name
Mr. Liberti (1)
56,931
(1) Mr. Liberti participates in the Phillips 66 Defined Contribution Make-Up Plan (DCMP). As of December 31, 2017, participants in this plan had 92 investment options. 27 of the options were
43,939
6,370
6,622
—
—
the same as those available in our 401(k) plan and the remaining options were other mutual funds approved by the plan administrator.
(2) These amounts represent Phillips 66’s contributions under the DCMP. These amounts are also included in the “All Other Compensation” column of the “Summary Compensation Table”.
(3) These amounts represent earnings on plan balances from January 1 to December 31, 2017. These amounts are not included in the “Summary Compensation Table”.
(4) The total reflects contributions by Mr. Liberti, contributions by us, and earnings on balances prior to 2017; plus contributions by Mr. Liberti and earnings from January 1, 2017, through
December 31, 2017 (shown in the appropriate columns of this table, with amounts that are included in the “Summary Compensation Table” shown in footnote 2 above).
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Index to Financial Statements
The following table provides information about potential payments only to Mr. Liberti upon termination or change-in-control assuming the occurrence
of a triggering event on December 31, 2017, because he is the only NEO for whom we reimburse Phillips 66 for his compensation.
Potential Payments upon Termination or Change-in-Control
Executive Benefits and Payments Upon Termination
Severance payment
Accelerated equity (1)
Life insurance
Involuntary Not-
for-Cause
Termination (Not
CIC)($)
Involuntary or Good
Reason for
Termination (CIC)
($)
Death($)
Disability($)
1,173,072
1,744,253
—
—
—
—
1,173,072
1,744,253
—
—
366,240
366,240
—
—
—
—
(1) For the PSP, amounts for PSP 2015-2017 are shown based on the cash amount received in February 2018, while amounts for other periods are prorated to reflect the portion of the
performance period completed by the end of 2017 and shown at target payout levels. These amounts reflect the closing price of our stock as reported on the NYSE on December 29, 2017
($101.15). Restricted Stock and RSU amounts reflect the closing price of our stock as reported on the NYSE on December 29, 2017 ($101.15). For Stock Options with an exercise price
lower than our stock's closing price on December 31, 2017, amounts reflect the intrinsic value as if the options had been exercised on December 31, 2017, but only for options the NEO
would have retained for the specific termination event.
Compensation of Our Directors
The officers or employees of our General Partner or of Phillips 66 who also serve as directors of our General Partner do not receive additional
compensation for their service as a director of our General Partner. Directors of our General Partner who are not officers or employees of our General
Partner or of Phillips 66, or independent directors, receive compensation as described below. In addition, independent directors are reimbursed for out-
of-pocket expenses in connection with attending meetings of the Board of Directors or its committees. Each director will be indemnified for his actions
associated with being a director to the fullest extent permitted under Delaware law.
Each of our General Partner’s independent directors receives an annual compensation package, which consists of $70,000 in annual cash compensation
and $80,000 in annual equity based compensation. In addition, the chairman of the Audit Committee and the chairman of the Conflicts Committee each
receives an additional $15,000 in annual cash compensation and each member of the Conflicts Committee other than the Chairman receives a cash
retainer of $10,000. Our Board of Directors periodically benchmarks our independent director compensation with a group of peer partnerships.
The equity portion of the independent directors’ compensation consists of phantom units granted under the ICP, which are subject to a three-year
restriction period. The phantom units are expected to be granted in tandem with distribution equivalent rights and will be settled upon the expiration of
the three-year restriction period. No deferral elections are expected to be permitted with respect to the equity-based portion of the annual compensation
package. The cash portion of the annual compensation package is paid monthly, unless a timely election is made by the independent director to defer
payment.
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Index to Financial Statements
The following table summarizes the compensation for our non-employee directors for 2017.
Non-Employee Director Compensation Table
Fees
Earned
or Paid
in Cash (1) ($)
Unit
Awards (2) ($)
Option
Awards($)
Non-Equity
Incentive Plan
Compensation($)
Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings($)
All Other
Compensation (3) ($)
Total($)
80,000
85,000
80,036
80,036
—
—
—
—
—
—
—
—
160,036
165,036
Name
P.D. (David)
Bairrington
Mark A. Haney
Joseph W. O’Toole
(1) Reflects 2017 base cash compensation of $70,000 payable to each non-employee director and the applicable committee retainers. In 2017, non-employee directors serving in specified
80,036
85,000
—
—
—
—
165,036
committee positions also received the additional cash compensation described above. Compensation amounts reflect adjustments related to various changes in committee assignments by
board members through the year, if any. Amounts shown in the “Fees Earned or Paid in Cash” column include any amounts that were voluntarily deferred. No directors elected to defer
their cash compensation in 2017.
(2) Amounts represent the grant date fair value of unit awards. In 2017, non-employee directors received a grant of phantom units valued at $80,000 on the date of grant based on the average of
the high and low prices for Phillips 66 Partners LP units on the grant date. These grants are made in whole units with fractional units rounded up, resulting in units with a value of $80,036
being granted on January 17, 2017.
(3) Represents fees for ground transportation associated with Board meetings.
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Index to Financial Statements
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
Equity Compensation Plan Information
The following table sets forth information about Phillips 66 Partners LP common units that may be issued under all existing equity compensation plans
as of December 31, 2017.
Plan Category
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
Total
Number of Securities
to be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights (1)
(a)
9,818 (2) $
—
9,818
$
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights (3)
(b)
—
—
—
Number of Securities
Remaining Available for
Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column (a))
(c)
2,481,651
—
2,481,651
(1) Includes awards issued under the ICP.
(2) Includes 9,818 phantom units issued to non-employee directors that will be settled in cash upon lapsing of restrictions; however, the Partnership reserves the right to settle the phantom units
with common units representing limited partner interests.
(3) There were no options outstanding under the ICP as of December 31, 2017.
The following table sets forth information regarding persons who we know to be the beneficial owners of more than five percent of our issued and
outstanding common units as of February 23, 2018.
Name and Address
Common Units
Beneficially Owned
Percentage of Common
Units Beneficially
Owned
Phillips 66 Project Development Inc. (1)
2331 CityWest Blvd.
Houston, TX 77042
Tortoise Capital Advisors, L.L.C. (2)
11550 Ash Street
Suite 300
Leawood, KS 66211
(1) Phillips 66 is the parent company of Phillips 66 Company, which is the parent company of Phillips 66 Project Development Inc., the sole owner of the member interests of our General
68,760,137
7,690,299
56.6%
6.3%
Partner. Phillips 66 and Phillips 66 Company may, therefore, be deemed to beneficially own the units held by Phillips 66 Project Development Inc.
(2) Based solely on an amendment to Schedule 13G filed with the SEC on February 13, 2018, by Tortoise Capital Advisors, L.L.C.
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Index to Financial Statements
The following table sets forth the beneficial ownership of common units of Phillips 66 Partners LP held by each director and NEO of Phillips 66
Partners GP LLC, our General Partner, and by all directors and executive officers of our General Partner as a group as of February 23, 2018.
Name of Beneficial Owner *
Common Units
Beneficially Owned
Percentage of Common
Units Beneficially
Owned
NEOs and Directors
Greg C. Garland
Kevin J. Mitchell
J.T. (Tom) Liberti
Tim G. Taylor (1)
Robert A. Herman
Timothy D. Roberts
Chukwuemeka A. Oyolu
Joseph W. O’Toole
Mark A. Haney
P.D. (David) Bairrington
All Directors and Executive Officers as a Group (10 Persons)
(1) Mr. Taylor retired as a Director and President of our General Partner at the end of 2017.
*Unless otherwise indicated, the address for all beneficial owners in this table is 2331 CityWest Blvd., Houston, Texas 77042.
**The beneficial ownership does not exceed one percent of the common units outstanding.
35,000
—
37,496
55,000
25,000
—
5,000
25,000
28,000
10,000
220,496
**
**
**
**
**
**
**
**
**
**
**
The following table sets forth the number of shares of Phillips 66 common stock beneficially owned as of February 23, 2018, except as otherwise noted,
by each director and named executive officer of our General Partner and by all directors and executive officers of our General Partner as a group.
Name of Beneficial Owner
Total Common Stock
Beneficially Owned
Restricted/Deferred
Stock Units (1)
Options Exercisable
Within 60 Days (2)
Percentage of Total
Outstanding
NEOs and Directors
Greg C. Garland
Kevin J. Mitchell
J.T. (Tom) Liberti
Tim G. Taylor (3)
Robert A. Herman
Timothy D. Roberts
Chukwuemeka A. Oyolu
Joseph W. O’Toole
Mark A. Haney
P.D. (David) Bairrington
226,340
34,220
14,870
73,761
26,905
—
2,928
—
—
—
483,918
24,538
38,007
128,003
67,081
18,860
25,350
—
—
—
645,161
40,999
26,399
176,232
124,066
19,699
17,599
—
—
—
All Directors and Executive Officers as a Group (10
Persons)
379,024
785,757
1,050,155
(1) Includes restricted or deferred stock units that may be voted or sold only upon passage of time.
(2) Includes beneficial ownership of shares of common stock that may be acquired within 60 days of February 23, 2018, through stock options awarded under compensation plans.
(3) Mr. Taylor retired as a Director and President of our General Partner effective December 31, 2017.
** The beneficial ownership does not exceed one percent of the common stock outstanding.
120
**
**
**
**
**
**
**
—
—
—
**
Table of Contents
Index to Financial Statements
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
At December 31, 2017, our General Partner, Phillips 66 Partners GP LLC, and its affiliates owned 68,760,137 common units, representing a 55.4
percent limited partner interest in us. In addition, our General Partner owned 2,480,051 general partner units representing a 2.0 percent general partner
interest in us.
Distributions and Payments to Our General Partner and Its Affiliates
The following table summarizes the distributions and payments to be made by us to our General Partner and its affiliates in connection with the ongoing
operations and liquidation of Phillips 66 Partners LP. These distributions and payments were determined by and among affiliated entities and,
consequently, are not the result of arm’s-length negotiations.
Operational Stage
Distributions of available
cash to our General
Partner and its affiliates
Payments to our General
Partner and its affiliates
We generally make cash distributions of 98 percent to the unitholders pro rata, including Phillips 66 Project Development
Inc., as a holder of 68,760,137 common units, and 2 percent to our General Partner, assuming it makes any capital
contributions necessary to maintain its 2 percent general partner interest in us. In addition, if distributions exceed the
minimum quarterly distribution and target distribution levels, the incentive distribution rights held by our General Partner
will entitle our General Partner to increasing percentages of the distributions, up to 48 percent of the distributions above
the highest target distribution level.
Under our partnership agreement, we are required to reimburse our General Partner and its affiliates for all costs and
expenses that they incur on our behalf for managing and controlling our business and operations. Except to the extent
specified under our amended omnibus agreement, amended and restated operational services agreement and tax sharing
agreement, our General Partner determines the amount of these expenses and such determinations must be made in good
faith under the terms of our partnership agreement. Under our amended omnibus agreement, we reimburse Phillips 66 for
expenses incurred by Phillips 66 and its affiliates in providing certain operational support and general and administrative
services to us, including the provision of executive management services by certain officers of our General Partner. The
expenses of other employees are allocated to us based on the amount of time actually spent by those employees on our
business. These reimbursable expenses also include an allocable portion of the compensation and benefits of employees
and executive officers of other affiliates of our General Partner who provide services to us. We also reimburse Phillips 66
for any additional out-of-pocket costs and expenses incurred by Phillips 66 and its affiliates in providing general and
administrative services to us. The costs and expenses for which we are required to reimburse our General Partner and its
affiliates are not subject to any caps or other limits.
Under our amended and restated operational services agreement, we pay Phillips 66 for any direct costs actually incurred
by Phillips 66 in providing our pipelines, terminals and storage facilities with certain maintenance, operational,
administrative and construction services.
Under our tax sharing agreement, we reimburse Phillips 66 for our share of state and local income and other taxes
incurred by Phillips 66 as a result of our results of operations being included in a combined or consolidated tax return filed
by Phillips 66 with respect to taxable periods on or after the completion of the initial public offering (the Offering).
Withdrawal or removal of
our General Partner
If our General Partner withdraws or is removed, its general partner interest and its incentive distribution rights will either
be sold to the new general partner for cash or converted into common units, in each case for an amount equal to the fair
market value of those interests.
Liquidation Stage
Liquidation
Upon our liquidation, the partners, including our General Partner, will be entitled to receive liquidating distributions
according to their respective capital account balances.
121
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Index to Financial Statements
Transactions and Commercial and Other Agreements with Phillips 66 and Related Parties
See “2017 Developments” in Items 1 and 2. Business and Properties, for a description of our transactions and related agreements with Phillips 66 in
2017. See the “Commercial Agreements,” “Amended and Restated Operational Services Agreement,” “Amended Omnibus Agreement” and “Tax
Sharing Agreement” sections of Note 21—Related Party Transactions , in the Notes to Consolidated Financial Statements, for summaries of the terms
of these and other agreements with Phillips 66.
Procedures for Review, Approval and Ratification of Related Person Transactions
The Board of Directors of our General Partner adopted a related person transactions policy that provides that the Board of Directors of our General
Partner or its authorized committee will review on at least a quarterly basis all related person transactions that are required to be disclosed under the
SEC rules and, when appropriate, initially authorize or ratify all such transactions. In the event that the Board of Directors of our General Partner or its
authorized committee considers ratification of a related person transaction and determines not to so ratify, the code of business conduct and ethics
provides that our management will make all reasonable efforts to cancel or annul the transaction.
The related person transactions policy provides that, in determining whether or not to recommend the initial approval or ratification of a related person
transaction, the Board of Directors of our General Partner or its authorized committee should consider all of the relevant facts and circumstances
available, including (if applicable) but not limited to: (1) whether there is an appropriate business justification for the transaction; (2) the benefits that
accrue to us as a result of the transaction; (3) the terms available to unrelated third parties entering into similar transactions; (4) the impact of the
transaction on a director’s independence (in the event the related person is a director, an immediate family member of a director or an entity in which a
director or an immediate family member of a director is a partner, shareholder, member or executive officer); (5) the availability of other sources for
comparable products or services; (6) whether it is a single transaction or a series of ongoing, related transactions; and (7) whether entering into the
transaction would be consistent with the code of business conduct and ethics.
Director Independence
See Item 10. Directors, Executive Officers and Corporate Governance, for information on director independence required by Item 407(a) of Regulation
S-K.
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Index to Financial Statements
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table presents fees for the years ended December 31, 2017 and 2016, for professional services performed by our independent registered
public accounting firm, Ernst & Young LLP (EY).
Fees
Audit fees (1)
Audit-related fees
Tax fees
All other fees
Total
(1) Fees for audit services related to the fiscal year consolidated audit, quarterly reviews and registration statements.
Millions of Dollars
2017
2016
$
$
1.7
—
—
—
1.7
3.3
—
—
—
3.3
The Audit Committee has adopted a pre-approval policy that provides guidelines for the audit, audit-related, tax and other non-audit services that may
be provided by EY to the Partnership. All of the fees in the table above were approved in accordance with this policy. The policy (a) identifies the
guiding principles that must be considered by the Audit Committee in approving services to ensure that EY’s independence is not impaired; (b)
describes the audit, audit-related, tax and other services that may be provided and the non-audit services that are prohibited; and (c) sets forth pre-
approval requirements for all permitted services. Under the policy, all services to be provided by EY must be pre-approved by the Audit Committee.
The Audit Committee has delegated authority to approve permitted services to the Audit Committee’s Chair. Such approval must be reported to the
entire Audit Committee at the next scheduled Audit Committee meeting.
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Index to Financial Statements
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
PART IV
(a)
1.
Financial Statements and Supplementary Data
The financial statements and supplementary data listed in the Index to Financial Statements, which appears on page 60, are filed as part of
this Annual Report on Form 10-K.
2.
3.
Financial Statement Schedules
Financial statement schedules are omitted because they are not required, not significant, not applicable or the information is shown in the
financial statements or the notes to consolidated financial statements.
Exhibits
The exhibits listed in the Index to Exhibits, which appears on pages 125 to 129, are filed as part of this Annual Report on Form 10-K.
Item 16. FORM 10-K SUMMARY
None.
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Index to Financial Statements
PHILLIPS 66 PARTNERS LP
INDEX TO EXHIBITS
Exhibit
Number
Exhibit Description
3.1 Certificate of Limited Partnership of Phillips 66 Partners LP.
3.2 Amendment to Certificate of Limited Partnership, dated October 5, 2017.
3.3
Second Amended and Restated Agreement of Limited Partnership of Phillips 66
Partners LP, dated as of October 6, 2017.
4.1
4.2
Indenture, dated as of February 23, 2015, between Phillips 66 Partners LP and
The Bank of New York Mellon Trust Company, N.A., as trustee, in respect of
senior debt securities of Phillips 66 Partners LP.
Fifth Supplemental Indenture, dated as of October 14, 2016, between Phillips 66
Partners LP and The Bank of New York Mellon Trust Company, N.A., as
trustee, in respect of the 2046 Notes.
Incorporated by Reference
Form
Exhibit
Number
Filing Date
SEC File No.
S-1
8-K
8-K
3.1
3.1
3.2
3/27/2013
333-187582
10/10/2017
001-36011
10/10/2017
001-36011
8-K
4.1
2/23/2015
001-36011
8-K
4.3
10/17/2016
001-36011
4.3
Form of the 2046 Notes (included in Exhibit 4.3 as Exhibit A to the Appendix
thereto).
8-K
4.5
10/17/2016
001-36011
4.4
Registration Rights Agreement dated as of October 6, 2017 by and among
Phillips 66 Partners LP and the Purchasers party thereto.
8-K
4.1
10/10/2017
001-36011
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the partnership has
not filed with this Annual Report on Form 10-K certain instruments defining the
rights of holders of long-term debt of the partnership and its subsidiaries because
the total amount of securities authorized thereunder does not exceed 10 percent
of the total assets of the partnership and its subsidiaries on a consolidated basis.
The partnership agrees to furnish a copy of such agreements to the Commission
upon request.
10.1
Credit Agreement, dated as of June 7, 2013, among Phillips 66 Partners LP,
Phillips 66 Partners Holdings LLC, JPMorgan Chase Bank, N.A., as
administrative agent, The Royal Bank of Scotland PLC and DNB Bank ASA,
New York Branch, as co-syndication agents, Mizuho Corporate Bank, Ltd., The
Bank of Tokyo-Mitsubishi UFJ, Ltd. and PNC Bank, National Association, as
co-documentation agents, and each of RBS Securities Inc., DNB Markets, Inc.,
Mizuho Corporate Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and PNC
Capital Markets LLC, as joint lead arrangers and book runners, and the other
commercial lending institutions parties thereto.
S-1/A
10.1
6/27/2013
333-187582
10.2 First Amendment to the Credit Agreement, dated November 21, 2014.
8-K
10.1
11/21/2014
001-36011
Incorporated by Reference
125
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Index to Financial Statements
Exhibit
Number
Exhibit Description
10.3 Second Amendment to Credit Agreement, dated October 3, 2016.
10.4
10.5
10.6
10.7
10.8
10.9
Series A Preferred Unit and Common Unit Purchase Agreement, dated as of
September 21, 2017, by and among Phillips 66 Partners LP and the Purchasers
party thereto.
Contribution, Conveyance and Assumption Agreement, dated as of February 13,
2015, by and among Phillips 66 Company, Phillips 66 Partners GP LLC, Phillips
66 Pipeline LLC and Phillips 66 Partners LP.
Contribution, Conveyance and Assumption Agreement dated as of October 29,
2015, by and among Phillips 66 Partners LP, Phillips 66 Gulf Coast Pipeline
LLC, Phillips 66 Project Development Inc., Phillips 66 Company, and Phillips
66 Partners GP LLC.
Contribution, Conveyance and Assumption Agreement, dated as of February 17,
2016, by and among Phillips 66 Partners LP, Phillips 66 Partners GP LLC,
Phillips 66 Company and Phillips 66 Project Development Inc.
Contribution, Conveyance and Assumption Agreement, dated as of May 4, 2016,
by and among Phillips 66 Partners LP, Phillips 66 Partners GP LLC, Phillips 66
Company and Phillips 66 Project Development Inc.
Contribution, Conveyance and Assumption Agreement, dated as of October 11,
2016, by and among Phillips 66 Partners LP, Phillips 66 Partners GP LLC,
Phillips 66 Company and Phillips 66 Project Development Inc.
Form
8-K
8-K
Exhibit
Number
Filing Date
SEC File No.
10.1
10/5/2016
001-36011
10.1
9/25/2017
001-36011
8-K
2.1
2/17/2015
001-36011
10-K
10.7
2/12/2016
001-36011
8-K
2.1
2/18/2016
001-36011
8-K
2.1
5/4/2016
001-36011
8-K
2.1
10/11/2016
001-36011
10.10
Contribution, Conveyance and Assumption Agreement, dated as of September
19, 2017, by and among Phillips 66 Partners LP, Phillips 66 Partners GP LLC,
Phillips 66 Company and Phillips 66 Project Development Inc.
8-K
2.1
9/25/2017
001-36011
10.11
Omnibus Agreement dated as of July 26, 2013, by and among Phillips 66
Company, Phillips 66 Pipeline LLC, Phillips 66 Partners LP, Phillips 66 Partners
Holdings LLC, Phillips 66 Carrier LLC, and Phillips 66 Partners GP LLC.
8-K
10.2
7/30/2013
001-36011
10.12
10.13
First Amendment to the Omnibus Agreement, dated as of February 28, 2014, by
and among Phillips 66 Company, on behalf of itself and the other Phillips 66
Entities (as defined in the Omnibus Agreement), Phillips 66 Pipeline LLC,
Phillips 66 Partners LP, Phillips 66 Partners Holdings LLC, Phillips 66 Carrier
LLC and Phillips 66 Partners GP LLC.
Second Amendment to the Omnibus Agreement, dated as of December 1, 2014,
by and among Phillips 66 Company, on behalf of itself and the other Phillips 66
Entities (as defined in the Omnibus Agreement), Phillips 66 Pipeline LLC,
Phillips 66 Partners LP, Phillips 66 Partners Holdings LLC, Phillips 66 Carrier
LLC and Phillips 66 Partners GP LLC.
8-K
10.1
3/3/2014
001-36011
8-K
10.1
12/2/2014
001-36011
Incorporated by Reference
126
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Index to Financial Statements
Exhibit
Number
10.14
10.15
10.16
10.17
10.18
Exhibit Description
Form
Exhibit
Number
Filing Date
SEC File No.
Third Amendment to the Omnibus Agreement, dated as of March 2, 2015, by
and among Phillips 66 Company, on behalf of itself and the other Phillips 66
Entities (as defined in the Omnibus Agreement), Phillips 66 Pipeline LLC,
Phillips 66 Partners LP, Phillips 66 Partners Holdings LLC, Phillips 66 Carrier
LLC and Phillips 66 Partners GP LLC.
Fourth Amendment to the Omnibus Agreement, dated as of March 1, 2016, by
and among Phillips 66 Company, on behalf of itself and the other Phillips 66
Entities (as defined in the Omnibus Agreement), Phillips 66 Pipeline LLC,
Phillips 66 Partners LP, Phillips 66 Partners Holdings LLC, Phillips 66 Carrier
LLC and Phillips 66 Partners GP LLC.
Fifth Amendment to the Omnibus Agreement, dated as of October 14, 2016, by
and among Phillips 66 Partners LP, Phillips 66 Partners GP LLC, Phillips 66
Company, Phillips 66 Pipeline LLC, Phillips 66 Partners Holdings LLC, and
Phillips 66 Carrier LLC.
Sixth Amendment to the Omnibus Agreement, dated as of January 5, 2017, by
and among Phillips 66 Partners LP, Phillips 66 Partners GP LLC, Phillips 66
Company, Phillips 66 Pipeline LLC, Phillips 66 Partners Holdings LLC, and
Phillips 66 Carrier LLC.
Seventh Amendment to the Omnibus Agreement, dated as of October 1, 2017, by
and among Phillips 66 Partners LP, Phillips 66 Partners GP LLC, Phillips 66
Company, Phillips 66 Pipeline LLC, Phillips 66 Partners Holdings LLC, and
Phillips 66 Carrier LLC.
8-K
10.1
3/2/2015
001-36011
8-K
10.1
3/1/2016
001-36011
8-K
10.1
10/17/2016
001-36011
10-K
10.19
2/14/2016
001-36011
8-K
10.1
10/10/2017
001-36011
10.19
Amended and Restated Operational Services Agreement, dated as of October 1,
2017, by and among Phillips 66 Carrier LLC, Phillips 66 Partners Holdings LLC,
and Phillips 66 Pipeline LLC.
8-K
10.2
10/10/2017
001-36011
10.20
Tax Sharing Agreement dated as of July 26, 2013, between Phillips 66 and
Phillips 66 Partners LP.
8-K
10.9
7/30/2013
001-36011
10.21
Natural Gas Liquids Storage Agreement (Clemens Facility), dated March 1,
2016, by and between Phillips 66 Sweeny Frac LLC and Phillips 66 Company .
8-K
10.4
3/1/2016
001-36011
10.22
Fractionation Agreement, dated March 1, 2016, by and between Phillips 66
Sweeny Frac LLC and Phillips 66 Company.
8-K
10.3
3/1/2016
001-36011
10.23
Second Amended and Restated Limited Liability Company Agreement of DCP
Sand Hills Pipeline, LLC by and among DCP Midstream, LP, Spectra Energy
Sand Hills Holding, LLC and Phillips 66 Sand Hills LLC dated as of September
3, 2013.
10-Q
10.3
5/1/2015
001-36011
10.24
First Amendment to the Second Amended and Restated Limited Liability
Company Agreement of DCP Sand Hills Pipeline, LLC.
10-Q
10.4
5/1/2015
001-36011
Incorporated by Reference
127
Table of Contents
Index to Financial Statements
Exhibit
Number
10.25
Exhibit Description
Form
Exhibit
Number
Filing Date
SEC File No.
Second Amended and Restated Limited Liability Company Agreement of DCP
Southern Hills Pipeline, LLC by and among DCP LP Holdings, LLC, Spectra
Energy Southern Hills Holding, LLC and Phillips 66 Southern Hills LLC dated
as of September 3, 2013.
10-Q
10.5
5/1/2015
001-36011
10.26
First Amendment to the Second Amended and Restated Limited Liability
Company Agreement of DCP Southern Hills Pipeline, LLC.
10-Q
10.6
5/1/2015
001-36011
10.27†
Amended and Restated Limited Liability Company Agreement of Bayou Bridge
Pipeline, LLC, dated July 9, 2015.
10-K
10.37
2/12/2016
001-36011
10.28
Addendum Agreement dated December 1, 2015, by and between Phillips 66
Partners Holdings LLC and Bayou Bridge Pipeline, LLC.
10-K
10.38
2/12/2016
001-36011
10.29
Equity Distribution Agreement, dated as of June 6, 2016, by and among Phillips
66 Partners LP, Phillips 66 Partners GP LLC, and RBC Capital Markets, LLC,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc.,
Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche
Bank Securities Inc., Mizuho Securities USA Inc. and Morgan Stanley & Co.
LLC.
8-K
1.1
6/6/2016
001-36011
10.30††
Amended and Restated Tolling Services Agreement, dated as of October 1,
2017, by and between Merey Sweeny, L.P. and Phillips 66 Company.
8-K
10.3
10/10/2017
001-36011
10.31** Phillips 66 Partners LP 2013 Incentive Compensation Plan.
8-K
10.1
7/26/2013
001-36011
10.32**
Phillips 66 Partners GP LLC Deferred Compensation Plan for Non-Employee
Directors.
10-Q
10.12
8/20/2013
001-36011
10.33**
Form of Phantom Unit Award Agreement for Non-Employee Directors under the
Phillips 66 Partners LP 2013 Incentive Compensation Plan.
10-Q
10.13
8/20/2013
001-36011
12* Computation of Ratio of Earnings to Fixed Charges.
21* List of Subsidiaries of Phillips 66 Partners LP.
23.1* Consent of Ernst & Young LLP, independent registered public accounting firm.
23.2*
Consent of Deloitte & Touche LLP, independent registered public accounting
firm.
23.3* Consent of Grant Thornton, independent registered public accounting firm.
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934.
Incorporated by Reference
128
Table of Contents
Index to Financial Statements
Exhibit
Number
Exhibit Description
Form
Exhibit
Number
Filing Date
SEC File No.
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934.
32* Certifications pursuant to 18 U.S.C. Section 1350.
101.INS* XBRL Instance Document.
101.SCH* XBRL Taxonomy Extension Schema Document.
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document.
* Filed herewith.
** Compensatory plan or arrangement.
† Confidential treatment has been requested for certain portions of this Exhibit pursuant to a confidential treatment request filed with the Securities and
Exchange Commission on February 16, 2016. Such portions have been omitted and filed separately with the Securities and Exchange Commission.
††Confidential treatment has been requested for certain portions of this Exhibit pursuant to a confidential treatment request filed with the Securities and
Exchange Commission on October 10, 2017. Such portions have been omitted and filed separately with the Securities and Exchange Commission.
129
Table of Contents
Index to Financial Statements
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
SIGNATURES
Date:
February 23, 2018
PHILLIPS 66 PARTNERS LP
By: Phillips 66 Partners GP LLC, its general partner
/s/ Greg C. Garland
Greg C. Garland
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below, as of February 23, 2018 , by the following persons on
behalf of the registrant and in the capacities indicated.
Signature
Title
/s/ Greg C. Garland
Greg C. Garland
/s/ Kevin J. Mitchell
Kevin J. Mitchell
/s/ Chukwuemeka A. Oyolu
Chukwuemeka A. Oyolu
Chairman of the Board of Directors
and Chief Executive Officer
(Principal executive officer)
Phillips 66 Partners GP LLC
Director, Vice President
and Chief Financial Officer
(Principal financial officer)
Phillips 66 Partners GP LLC
Vice President and Controller
(Principal accounting officer)
Phillips 66 Partners GP LLC
130
Table of Contents
Index to Financial Statements
/s/ P.D. Bairrington
P.D. (David) Bairrington
/s/ Mark A. Haney
Mark A. Haney
/s/ Robert A. Herman
Robert A. Herman
/s/ Joseph W. O’Toole
Joseph W. O’Toole
/s/ Timothy D. Roberts
Timothy D. Roberts
Director
Phillips 66 Partners GP LLC
Director
Phillips 66 Partners GP LLC
Director
Phillips 66 Partners GP LLC
Director
Phillips 66 Partners GP LLC
Director
Phillips 66 Partners GP LLC
131
PHILLIPS 66 PARTNERS LP
Computation of Ratio of Earnings to Fixed Charges
Earnings Available for Fixed Charges
Income before income taxes
Adjustment to equity earnings for cash distributions received
Fixed charges, excluding capitalized interest
Amortization of capitalized interest
Fixed Charges
Interest and expense on indebtedness, excluding capitalized interest
Capitalized interest
Interest portion of rental expense
Ratio of Earnings to Fixed Charges
2017
528
(1)
102
2
631
101
1
1
103
6.1
$
$
$
$
Exhibit 12
2013
176
—
—
—
176
—
—
—
—
Millions of Dollars
Year Ended December 31
2016
2015
2014
410
1
53
2
466
52
5
1
58
306
—
35
—
341
34
32
1
67
246
—
5
—
251
5
7
—
12
8.0
5.1
20.9
N/A
SUBSIDIARY LISTING OF PHILLIPS 66 PARTNERS LP
At December 31, 2017
Exhibit 21
Company Name
Incorporation Location
Merey Sweeny, L.P.
Phillips 66 Carrier LLC
Phillips 66 DAPL Holdings LLC
Phillips 66 ETCO Holdings LLC
Phillips 66 Partners Finance Corporation
Phillips 66 Partners Holdings LLC
Phillips 66 Sand Hills LLC
Phillips 66 Southern Hills LLC
Phillips 66 Sweeny Frac LLC
Sweeny Coker, L.L.C.
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-3 No. 333-222178) of Phillips 66 Partners LP,
(2) Amendment No. 1 to the Registration Statement (Form S-3 No. 333-221353) of Phillips 66 Partners LP,
(3) Registration Statement (Form S-3 No. 333-217734) of Phillips 66 Partners LP,
(4) Amendment No. 1 to the Registration Statement (Form S-3 No. 333-209870) of Phillips 66 Partners LP, and
(5) Registration Statement (Form S-8 No. 333-190195) of Phillips 66 Partners LP;
of our reports dated February 23, 2018, with respect to the consolidated financial statements of Phillips 66 Partners LP and the effectiveness of internal
control over financial reporting of Phillips 66 Partners LP included in this Annual Report (Form 10-K) of Phillips 66 Partners LP for the year ended
December 31, 2017.
Houston, Texas
February 23, 2018
/s/ Ernst & Young LLP
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-190195 on Form S-8 of Phillips 66 Partners LP, Amendment No. 1 to
Registration Statement No. 333-209870 on Form S-3 of Phillips 66 Partners LP, Amendment No. 1 to Registration Statement No. 333-221353 on Form
S-3 of Phillips 66 Partners LP, and Registration Statement Nos. 333-217734 and 333-222178 on Form S-3 of Phillips 66 Partners LP, of our report
dated February 9, 2018, relating to the consolidated financial statements of DCP Sand Hills Pipeline, LLC and subsidiary as of and for the years ended
December 31, 2017 and December 31, 2016, and for the period from March 2, 2015 through December 31, 2015, appearing in this Annual Report on
Form 10-K of Phillips 66 Partners LP for the year ended December 31, 2017.
We also consent to the incorporation by reference in Registration Statement No. 333-190195 on Form S-8 of Phillips 66 Partners LP, Amendment No. 1
to Registration Statement No. 333-209870 on Form S-3 of Phillips 66 Partners LP, Amendment No. 1 to Registration Statement No. 333-221353 on
Form S-3 of Phillips 66 Partners LP, and Registration Statement Nos. 333-217734 and 333-222178 on Form S-3 of Phillips 66 Partners LP, of our
report dated February 9, 2018, relating to the consolidated financial statements of DCP Southern Hills Pipeline, LLC and subsidiary as of December 31,
2017 and 2016, and for each of the three years in the period ended 2017, appearing in this Annual Report on Form 10-K of Phillips 66 Partners LP for
the year ended December 31, 2017.
/s/ Deloitte & Touche LLP
Denver, Colorado
February 23, 2018
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated February 16, 2018, with respect to the consolidated financial statements of Dakota Access, LLC, included in
the Annual Report on Form 10-K of Phillips 66 Partners LP for the year ended December 31, 2017. We consent to the incorporation of said
report in the Registration Statements of Phillips 66 Partners LP on Forms S-3 (File Nos. 333-222178, 333-221353, 333-217734, and 333-
209870) and Form S-8 (File No. 333-190195).
Exhibit 23.3
/s/ GRANT THORNTON LLP
Dallas, Texas
February 23, 2018
Exhibit 31.1
I, Greg C. Garland, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Phillips 66 Partners LP;
CERTIFICATION
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely
to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: February 23, 2018
/s/ Greg C. Garland
Greg C. Garland
Chairman of the Board of Directors and
Chief Executive Officer
Phillips 66 Partners GP LLC
(the general partner of Phillips 66 Partners LP)
Exhibit 31.2
I, Kevin J. Mitchell, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Phillips 66 Partners LP;
CERTIFICATION
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely
to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: February 23, 2018
/s/ Kevin J. Mitchell
Kevin J. Mitchell
Director, Vice President and
Chief Financial Officer
Phillips 66 Partners GP LLC
(the general partner of Phillips 66 Partners LP)
Exhibit 32
CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the Annual Report of Phillips 66 Partners LP (the Partnership) on Form 10-K for the period ended December 31, 2017 , as filed with
the U.S. Securities and Exchange Commission on the date hereof (the Report), each of the undersigned hereby certifies, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to their knowledge:
(1) The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Partnership.
Date: February 23, 2018
/s/ Greg C. Garland
Greg C. Garland
Chairman of the Board of Directors and
Chief Executive Officer
Phillips 66 Partners GP LLC
(the general partner of Phillips 66 Partners LP)
/s/ Kevin J. Mitchell
Kevin J. Mitchell
Director, Vice President and
Chief Financial Officer
Phillips 66 Partners GP LLC
(the general partner of Phillips 66 Partners LP)