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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Phillips 66 Partners LP | NYSE:PSXP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 42.01 | 0 | 01:00:00 |
2017
|
[X]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended
|
December 31, 2017
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from
|
|
to
|
|
Delaware
|
|
38-3899432
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Securities registered pursuant to Section 12(b) of the Act:
|
||
Title of each class
|
|
Name of each exchange on which registered
|
Common Units, Representing Limited Partnership Interests
|
|
New York Stock Exchange
|
TABLE OF CONTENTS
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Item
|
Page
|
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|
|
|
|
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|
|
|
|
System Name
|
|
Origination/Terminus
|
|
Interest
|
|
|
Diameter
(Inches) |
|
Length
(Miles)
|
|
|
Gross Capacity (MBD)
|
|
|
Commodity Handled
|
|
Associated Phillips 66 Refinery
|
|
Clifton Ridge Crude System
|
|
Clifton Ridge, LA/Lake Charles Refinery
|
|
100
|
%
|
|
20
|
|
10
|
|
|
260
|
|
|
Crude Oil
|
|
Lake Charles
|
|
Sweeny to Pasadena Products System
|
|
Sweeny Refinery/Pasadena, TX
|
|
100
|
|
|
12, 18
|
|
120
|
|
|
294
|
|
|
Refined Petroleum Products
|
|
Sweeny
|
|
Hartford Connector Products System
|
|
|
|
|
|
|
|
|
|
|
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|
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|
||||
Wood River Refinery to Hartford, Illinois
|
|
Wood River Refinery to Hartford, IL
|
|
100
|
|
|
12
|
|
3
|
|
|
80
|
|
|
Refined Petroleum Products
|
|
Wood River
|
|
Hartford, Illinois to Explorer Pipeline
|
|
Hartford, IL to Explorer Pipeline
|
|
100
|
|
|
24
|
|
1
|
|
|
430
|
|
|
Refined Petroleum Products
|
|
Wood River
|
|
Gold Line Products System
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|
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|
|
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|
||||
Gold Line Pipeline
|
|
Borger, TX/East St. Louis, IL
|
|
100
|
|
|
8, 16
|
|
681
|
|
|
120
|
|
|
Refined Petroleum Products
|
|
Borger/Ponca City
|
|
Paola Products Pipeline
|
|
Paola, KS/Kansas City, KS
|
|
100
|
|
|
8, 10
|
|
106
|
|
|
96
|
|
|
Refined Petroleum Products
|
|
Borger/Ponca City
|
|
Cross-Channel Connector Products System
|
|
Pasadena, TX/Galena Park, TX
|
|
100
|
|
|
20
|
|
5
|
|
|
180
|
|
|
Refined Petroleum
Products |
|
Sweeny
|
|
Eagle Ford Gathering System
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Helena, Texas
|
|
Helena, TX
|
|
100
|
|
|
6
|
|
6
|
|
|
20
|
|
|
Crude Oil
|
|
—
|
|
Tilden, Texas
|
|
Tilden, TX/Whitsett, TX
|
|
100
|
|
|
6-10
|
|
22
|
|
|
34
|
|
|
Crude Oil
|
|
—
|
|
Standish Pipeline
|
|
Marland Junction, OK/Wichita, KS
|
|
100
|
|
|
18
|
|
92
|
|
|
72
|
|
|
Refined Petroleum Products
|
|
Ponca City
|
|
Ponca Products System
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cherokee East
|
|
Medford, OK/Mount Vernon, MO
|
|
100
|
|
|
10, 12
|
|
287
|
|
|
55
|
|
|
Refined Petroleum Products
|
|
Ponca City
|
|
Cherokee North
|
|
Ponca City, OK/Arkansas City, KS
|
|
100
|
|
|
10
|
|
29
|
|
|
57
|
|
|
Refined Petroleum Products
|
|
Ponca City
|
|
Brown Line
|
|
Ponca City, OK/Wichita, KS
|
|
100
|
|
|
8, 10
|
|
76
|
|
|
26
|
|
|
Natural Gas Liquids
|
|
Ponca City
|
|
Cherokee South
|
|
Ponca City, OK/Oklahoma City, OK
|
|
100
|
|
|
8
|
|
90
|
|
|
46
|
|
|
Refined Petroleum Products
|
|
Ponca City
|
|
Medford
|
|
Ponca City, OK/Medford, OK
|
|
100
|
|
|
4-6
|
|
42
|
|
|
10
|
|
|
Natural Gas Liquids
|
|
Ponca City
|
|
Ponca Crude System
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oklahoma Mainline
|
|
Wichita Falls, TX/Ponca City, OK
|
|
100
|
|
|
12
|
|
217
|
|
|
100
|
|
|
Crude Oil
|
|
Ponca City
|
|
Cushing
|
|
Cushing, OK/Ponca City, OK
|
|
100
|
|
|
18
|
|
62
|
|
|
130
|
|
|
Crude Oil
|
|
Ponca City
|
|
North Texas Crude
|
|
Wichita Falls, TX
|
|
100
|
|
|
2-16
|
|
224
|
|
|
28
|
|
|
Crude Oil
|
|
Ponca City
|
|
System Name
|
|
Origination/Terminus
|
|
Interest
|
|
|
Diameter
(Inches)
|
|
Length
(Miles) |
|
|
Gross Capacity (MBD)
|
|
|
Commodity Handled
|
|
Associated Phillips 66 Refinery
|
|
Billings Products System
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Seminoe
|
|
Billings, MT/Sinclair, WY
|
|
100
|
%
|
|
6-10
|
|
342
|
|
|
33
|
|
|
Refined Petroleum Products
|
|
Billings
|
|
Billings Crude System
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Glacier
|
|
Cut Bank, MT/Billings, MT
|
|
79
|
|
|
8-12
|
|
623
|
|
|
126
|
|
|
Crude Oil
|
|
Billings
|
|
Borger Products System
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Borger to Amarillo
|
|
Borger, TX/Amarillo, TX
|
|
100
|
|
|
8, 10
|
|
93
|
|
|
76
|
|
|
Refined Petroleum Products
|
|
Borger
|
|
SAAL
|
|
Amarillo, TX/Abernathy, TX
|
|
33
|
|
|
6
|
|
102
|
|
|
33
|
|
|
Refined Petroleum Products
|
|
Borger
|
|
SAAL
|
|
Abernathy, TX/Lubbock, TX
|
|
54
|
|
|
6
|
|
19
|
|
|
30
|
|
|
Refined Petroleum Products
|
|
Borger
|
|
ATA Line
|
|
Amarillo, TX/Albuquerque, NM
|
|
50
|
|
|
6, 10
|
|
293
|
|
|
34
|
|
|
Refined Petroleum Products
|
|
Borger
|
|
Borger Crude System
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Line O
|
|
Cushing, OK/Borger, TX
|
|
100
|
|
|
10
|
|
276
|
|
|
37
|
|
|
Crude Oil
|
|
Borger
|
|
Line 80
|
|
Gaines, TX/Borger, TX
|
|
100
|
|
|
8, 12
|
|
237
|
|
|
28
|
|
|
Crude Oil
|
|
Borger
|
|
WA Line
|
|
Odessa, TX/Borger, TX
|
|
100
|
|
|
12, 14
|
|
289
|
|
|
104
|
|
|
Crude Oil
|
|
Borger
|
|
West Texas Gathering
|
|
Permian Basin
|
|
100
|
|
|
4-14
|
|
287
|
|
|
115
|
|
|
Crude Oil
|
|
Borger
|
|
River Parish NGL System
|
|
Southeast Louisiana
|
|
100
|
|
|
4-20
|
|
510
|
|
|
133
|
|
|
Natural Gas Liquids
|
|
Alliance
|
|
System Name
|
|
Origination/Terminus
|
|
Diameter
(Inches)
|
|
|
Length
(Miles) |
|
Gross Capacity (MBD)
|
|
|
Commodity Handled
|
|
Ownership Interest
|
|
Explorer Pipeline
|
|
Texas Gulf Coast/Chicago, IL
|
|
24, 28
|
|
|
1,830
|
|
660
|
|
|
Refined Petroleum Products
|
|
21.94
|
%
|
Bakken Pipeline
|
|
North Dakota/Nederland, TX
|
|
30
|
|
|
1,915
|
|
525
|
|
|
Crude Oil
|
|
25.00
|
|
Sand Hills Pipeline
|
|
Permian Basin/Mont Belvieu, TX
|
|
20
|
|
|
1,190
|
|
315
|
|
|
Natural Gas Liquids
|
|
33.34
|
|
Southern Hills Pipeline
|
|
U.S. Midcontinent/Mont Belvieu, TX
|
|
20
|
|
|
941
|
|
140
|
|
|
Natural Gas Liquids
|
|
33.34
|
|
Sacagawea Pipeline
|
|
Keene, ND/Stanley, ND
|
|
16
|
|
|
95
|
|
175
|
|
|
Crude Oil
|
|
49.50
|
|
Bayou Bridge Pipeline
|
|
Nederland, TX/Lake Charles, LA
|
|
30
|
|
|
49
|
|
480
|
|
|
Crude Oil
|
|
40.00
|
|
STACK Pipeline
|
|
Cashion, OK/Cushing, OK
|
|
8-16
|
|
|
149
|
|
250
|
|
|
Crude Oil
|
|
50.00
|
|
Facility Name
|
|
Gross Storage Capacity (MBbl)
|
|
|
Gross Loading Capacity (MBD)
|
|
|
Commodity Handled
|
|
Location
|
Clifton Ridge Crude System
|
|
|
|
|
|
|
|
|
||
Clifton Ridge
|
|
3,410
|
|
|
N/A
|
|
|
Crude Oil
|
|
Louisiana
|
Pecan Grove Storage
|
|
142
|
|
|
N/A
|
|
|
Crude Oil
|
|
Louisiana
|
Sweeny to Pasadena Products System
|
|
|
|
|
|
|
|
|
||
Pasadena
|
|
3,210
|
|
|
65
|
|
|
Refined Petroleum Products
|
|
Texas
|
Hartford Connector Products System
|
|
|
|
|
|
|
|
|
||
Hartford
|
|
1,075
|
|
|
25
|
|
|
Refined Petroleum Products
|
|
Illinois
|
Gold Line Products System
|
|
|
|
|
|
|
|
|
||
East St. Louis
|
|
2,085
|
|
|
78
|
|
|
Refined Petroleum Products
|
|
Illinois
|
Jefferson City
|
|
110
|
|
|
16
|
|
|
Refined Petroleum Products
|
|
Missouri
|
Kansas City
|
|
1,294
|
|
|
66
|
|
|
Refined Petroleum Products
|
|
Kansas
|
Wichita North
|
|
679
|
|
|
19
|
|
|
Refined Petroleum Products
|
|
Kansas
|
Medford Spheres
|
|
70
|
|
|
N/A
|
|
|
Natural Gas Liquids
|
|
Oklahoma
|
Bayway Rail Rack
|
|
N/A
|
|
|
75
|
|
|
Crude Oil
|
|
New Jersey
|
Ferndale Rail Rack
|
|
N/A
|
|
|
30
|
|
|
Crude Oil
|
|
Washington
|
Ponca Products System
|
|
|
|
|
|
|
|
|
||
Glenpool
|
|
588
|
|
|
19
|
|
|
Refined Petroleum Products
|
|
Oklahoma
|
Mt. Vernon Products
|
|
363
|
|
|
46
|
|
|
Refined Petroleum Products
|
|
Missouri
|
Mt. Vernon NGL
|
|
105
|
|
|
16
|
|
|
Natural Gas Liquids
|
|
Missouri
|
Ponca City Products
|
|
51
|
|
|
23
|
|
|
Refined Petroleum Products
|
|
Oklahoma
|
Ponca City NGL
|
|
N/A
|
|
|
6
|
|
|
Natural Gas Liquids
|
|
Oklahoma
|
Wichita South
|
|
255
|
|
|
N/A
|
|
|
Refined Petroleum Products
|
|
Kansas
|
Oklahoma City Products
|
|
352
|
|
|
48
|
|
|
Refined Petroleum Products
|
|
Oklahoma
|
Ponca Crude System
|
|
|
|
|
|
|
|
|
||
Ponca City
|
|
1,200
|
|
|
N/A
|
|
|
Crude Oil
|
|
Oklahoma
|
Cushing
|
|
300
|
|
|
N/A
|
|
|
Crude Oil
|
|
Oklahoma
|
Wichita Falls
|
|
240
|
|
|
N/A
|
|
|
Crude Oil
|
|
Texas
|
Bayway Products System
|
|
|
|
|
|
|
|
|
||
Tremley Point
|
|
1,593
|
|
|
39
|
|
|
Refined Petroleum Products
|
|
New Jersey
|
Linden
|
|
429
|
|
|
121
|
|
|
Refined Petroleum Products
|
|
New Jersey
|
Billings Products System
|
|
|
|
|
|
|
|
|
||
Sheridan
|
|
86
|
|
|
15
|
|
|
Refined Petroleum Products
|
|
Wyoming
|
Casper
|
|
365
|
|
|
7
|
|
|
Refined Petroleum Products
|
|
Wyoming
|
Billings Crude System
|
|
|
|
|
|
|
|
|
||
Buffalo Crude
|
|
300
|
|
|
N/A
|
|
|
Crude Oil
|
|
Montana
|
Billings Crude
|
|
270
|
|
|
N/A
|
|
|
Crude Oil
|
|
Montana
|
Borger Products System
|
|
|
|
|
|
|
|
|
||
Albuquerque Products
|
|
244
|
|
|
18
|
|
|
Refined Petroleum Products
|
|
New Mexico
|
Lubbock Products
|
|
179
|
|
|
17
|
|
|
Refined Petroleum Products
|
|
Texas
|
Amarillo Products
|
|
277
|
|
|
29
|
|
|
Refined Petroleum Products
|
|
Texas
|
Borger Crude System
|
|
|
|
|
|
|
|
|
||
Buxton Crude
|
|
400
|
|
|
N/A
|
|
|
Crude Oil
|
|
Oklahoma
|
Odessa Crude
|
|
523
|
|
|
N/A
|
|
|
Crude Oil
|
|
Texas
|
Clemens Caverns
|
|
9,000
|
|
|
N/A
|
|
|
Natural Gas Liquids
|
|
Texas
|
River Parish NGL System
|
|
1,500
|
|
|
N/A
|
|
|
Natural Gas Liquids
|
|
Louisiana
|
System Name
|
|
Tank Shell Storage Capacity (MBbl)
|
|
|
Active Terminaling Capacity* (MBD)
|
|
Commodity Handled
|
|
Location
|
|
Ownership Interest
|
Palermo Terminal
|
|
206
|
|
|
100
|
|
Crude Oil
|
|
North Dakota
|
|
70%
|
Keene Terminal
|
|
490
|
|
|
N/A
|
|
Crude Oil
|
|
North Dakota
|
|
50
|
System Name
|
|
Dock Throughput Capacity
(Thousands of Barrels Hourly)
|
|
Commodity Handled
|
|
Associated Phillips 66 Refinery
|
Clifton Ridge Crude System
|
|
|
|
|
|
|
Clifton Ridge Ship Dock
|
|
48
|
|
Crude Oil
|
|
Lake Charles
|
Pecan Grove Barge Dock
|
|
6
|
|
Crude Oil; Lubricant Base Stocks
|
|
Lake Charles
|
Hartford Connector Products System
|
|
|
|
|
|
|
Hartford Barge Dock
|
|
3
|
|
Dyed Diesel; Naphtha; Lubricant Base Stocks
|
|
Wood River
|
Asset Name
|
|
Gross Processing Capacity (MBD)
|
|
|
Commodity Handled
|
|
Location
|
MSLP
|
|
|
|
|
|
|
|
Vacuum distillation unit
|
|
125
|
|
|
Crude Oil Residuals
|
|
Texas
|
Delayed coker unit
|
|
70
|
|
|
Crude Oil Residuals
|
|
Texas
|
Sweeny Fractionator
|
|
100
|
|
|
Natural Gas Liquids
|
|
Texas
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
|
Common Unit Price
|
|
Quarterly Cash Distribution Per Common Unit*
|
|
||||
|
High
|
|
Low
|
|
|
|||
2017
|
|
|
|
|
||||
First Quarter
|
$
|
58.00
|
|
48.75
|
|
|
.586
|
|
Second Quarter
|
54.24
|
|
45.10
|
|
|
.615
|
|
|
Third Quarter
|
54.66
|
|
45.11
|
|
|
.646
|
|
|
Fourth Quarter
|
53.96
|
|
44.40
|
|
|
.678
|
|
|
|
|
|
|
|
||||
2016
|
|
|
|
|
||||
First Quarter
|
$
|
66.81
|
|
49.02
|
|
|
.481
|
|
Second Quarter
|
64.83
|
|
50.15
|
|
|
.505
|
|
|
Third Quarter
|
56.45
|
|
46.31
|
|
|
.531
|
|
|
Fourth Quarter
|
49.24
|
|
42.47
|
|
|
.558
|
|
Closing Common Unit Price at December 29, 2017
|
|
|
|
$
|
52.35
|
|
Closing Common Unit Price at January 31, 2018
|
|
|
|
$
|
52.64
|
|
Number of Unitholders of Record at January 31, 2018*
|
|
|
|
20
|
|
•
|
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);
|
|
|
Total Quarterly Distribution Per Unit Target Amount
|
|
Marginal Percentage
Interest in Distributions
|
||||||
|
|
|
Common
Unitholders
|
|
|
General
Partner
|
|
|||
|
|
|
|
|
|
|
|
|
||
Minimum Quarterly Distribution
|
|
|
$0.212500
|
|
|
98
|
%
|
|
2
|
%
|
First Target Distribution
|
|
Above $0.212500
|
up to $0.244375
|
|
98
|
%
|
|
2
|
%
|
|
Second Target Distribution
|
|
Above $0.244375
|
up to $0.265625
|
|
85
|
%
|
|
15
|
%
|
|
Third Target Distribution
|
|
Above $0.265625
|
up to $0.318750
|
|
75
|
%
|
|
25
|
%
|
|
Thereafter
|
|
Above $0.318750
|
|
|
50
|
%
|
|
50
|
%
|
|
|
Millions of Dollars
Except Per Unit Amounts
|
||||||||||||||
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Statement of income data:
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating revenues—related parties
|
|
$
|
894
|
|
|
727
|
|
|
582
|
|
|
531
|
|
|
441
|
|
Operating revenues—third parties
|
|
40
|
|
|
31
|
|
|
30
|
|
|
24
|
|
|
20
|
|
|
Equity in earnings of affiliates
|
|
223
|
|
|
114
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
Net income
|
|
524
|
|
|
408
|
|
|
306
|
|
|
245
|
|
|
174
|
|
|
Net income attributable to the Partnership
|
|
461
|
|
|
301
|
|
|
194
|
|
|
116
|
|
|
29
|
|
|
Limited partners’ interest in net income attributable to the Partnership
|
|
292
|
|
|
209
|
|
|
153
|
|
|
108
|
|
|
29
|
|
|
Net income attributable to the Partnership per limited partner unit (basic and diluted)
|
|
|
|
|
|
|
|
|
|
|
||||||
Common units—basic
|
|
2.60
|
|
|
2.20
|
|
|
2.02
|
|
|
1.48
|
|
|
0.40
|
|
|
Common units—diluted
|
|
2.59
|
|
|
2.20
|
|
|
2.02
|
|
|
1.48
|
|
|
0.40
|
|
|
Subordinated units—Phillips 66—basic and diluted
|
|
—
|
|
|
—
|
|
|
1.24
|
|
|
1.45
|
|
|
0.40
|
|
|
Cash distributions paid per limited partner unit
|
|
2.4050
|
|
|
1.9750
|
|
|
1.5380
|
|
|
1.1176
|
|
|
0.1548
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
||||||
Total assets
|
|
5,334
|
|
|
4,109
|
|
|
3,662
|
|
|
2,034
|
|
|
1,672
|
|
|
Long-term debt
|
|
2,920
|
|
|
2,396
|
|
|
1,091
|
|
|
18
|
|
|
—
|
|
|
Notes payable—related parties
|
|
—
|
|
|
—
|
|
|
964
|
|
|
764
|
|
|
—
|
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
|
Millions of Dollars
|
||||||||
Years Ended December 31
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
Revenues and Other Income
|
|
|
|
|
|
||||
Operating revenues—related parties
|
$
|
894
|
|
|
727
|
|
|
582
|
|
Operating revenues—third parties
|
40
|
|
|
31
|
|
|
30
|
|
|
Equity in earnings of affiliates
|
223
|
|
|
114
|
|
|
77
|
|
|
Other income
|
12
|
|
|
1
|
|
|
6
|
|
|
Total revenues and other income
|
1,169
|
|
|
873
|
|
|
695
|
|
|
|
|
|
|
|
|
||||
Costs and Expenses
|
|
|
|
|
|
||||
Operating and maintenance expenses
|
321
|
|
|
216
|
|
|
203
|
|
|
Depreciation
|
116
|
|
|
96
|
|
|
61
|
|
|
General and administrative expenses
|
69
|
|
|
65
|
|
|
63
|
|
|
Taxes other than income taxes
|
33
|
|
|
33
|
|
|
27
|
|
|
Interest and debt expense
|
101
|
|
|
52
|
|
|
34
|
|
|
Other expenses
|
1
|
|
|
1
|
|
|
1
|
|
|
Total costs and expenses
|
641
|
|
|
463
|
|
|
389
|
|
|
Income before income taxes
|
528
|
|
|
410
|
|
|
306
|
|
|
Income tax expense
|
4
|
|
|
2
|
|
|
—
|
|
|
Net income
|
524
|
|
|
408
|
|
|
306
|
|
|
Less: Net income attributable to Predecessors
|
63
|
|
|
107
|
|
|
112
|
|
|
Net income attributable to the Partnership
|
461
|
|
|
301
|
|
|
194
|
|
|
Less: Preferred unitholders’ interest in net income attributable to the Partnership
|
9
|
|
|
—
|
|
|
—
|
|
|
Less: General partner’s interest in net income attributable to the Partnership
|
160
|
|
|
92
|
|
|
41
|
|
|
Limited partners’ interest in net income attributable to the Partnership
|
$
|
292
|
|
|
209
|
|
|
153
|
|
|
|
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
724
|
|
|
492
|
|
|
392
|
|
|
|
|
|
|
|
||||
Adjusted EBITDA
|
$
|
754
|
|
|
471
|
|
|
285
|
|
|
|
|
|
|
|
||||
Distributable cash flow
|
$
|
572
|
|
|
380
|
|
|
228
|
|
|
Year Ended December 31
|
||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
Pipeline, Terminal and Storage Volumes
|
|
||||||||
|
Thousands of Barrels Daily
|
||||||||
Pipelines
(1)
|
|
|
|
|
|
||||
Pipeline throughput volumes
|
|
|
|
|
|
||||
Wholly Owned Pipelines
|
|
|
|
|
|
||||
Crude oil
|
971
|
|
|
1,009
|
|
|
979
|
|
|
Refined products and NGL
|
953
|
|
|
867
|
|
|
749
|
|
|
Total
|
1,924
|
|
|
1,876
|
|
|
1,728
|
|
|
|
|
|
|
|
|
||||
Select Joint-Venture Pipelines
(2)
|
|
|
|
|
|
||||
NGL
|
392
|
|
|
333
|
|
|
236
|
|
|
|
|
|
|
|
|
||||
Terminals
|
|
|
|
|
|
||||
Terminaling throughput and storage volumes
(3)
|
|
|
|
|
|
||||
Crude oil
(4)
|
543
|
|
|
541
|
|
|
519
|
|
|
Refined products and NGL
|
868
|
|
|
833
|
|
|
813
|
|
|
Total
|
1,411
|
|
|
1,374
|
|
|
1,332
|
|
|
|
|
|
|
|
|
||||
Revenue Per Barrel
(dollars)
|
|
|
|
|
|
||||
Average pipeline revenue per barrel
(5)
|
$
|
0.62
|
|
|
0.60
|
|
|
0.64
|
|
|
Millions of Dollars
|
||||||||
|
Year Ended December 31
|
||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
Reconciliation to Net Income Attributable to the Partnership
|
|
|
|
|
|
||||
Net income attributable to the Partnership
|
$
|
461
|
|
|
301
|
|
|
194
|
|
Plus:
|
|
|
|
|
|
|
|
||
Net income attributable to Predecessors
|
63
|
|
|
107
|
|
|
112
|
|
|
Net income
|
524
|
|
|
408
|
|
|
306
|
|
|
Plus:
|
|
|
|
|
|
|
|
||
Depreciation
|
116
|
|
|
96
|
|
|
61
|
|
|
Net interest expense
|
99
|
|
|
52
|
|
|
34
|
|
|
Income tax expense
|
4
|
|
|
2
|
|
|
—
|
|
|
EBITDA
|
743
|
|
|
558
|
|
|
401
|
|
|
Plus:
|
|
|
|
|
|
|
|
||
Proportional share of equity affiliates’ net interest, taxes and depreciation
|
66
|
|
|
45
|
|
|
31
|
|
|
Expenses indemnified or prefunded by Phillips 66
|
8
|
|
|
6
|
|
|
2
|
|
|
Transaction costs associated with acquisitions
|
4
|
|
|
4
|
|
|
2
|
|
|
Less:
|
|
|
|
|
|
|
|
||
EBITDA attributable to Predecessors
|
67
|
|
|
142
|
|
|
151
|
|
|
Adjusted EBITDA
|
754
|
|
|
471
|
|
|
285
|
|
|
Plus:
|
|
|
|
|
|
|
|
||
Deferred revenue impacts*
†
|
6
|
|
|
11
|
|
|
4
|
|
|
Less:
|
|
|
|
|
|
|
|
||
Equity affiliate distributions less than proportional EBITDA
|
29
|
|
|
28
|
|
|
19
|
|
|
Maintenance capital expenditures
†
|
50
|
|
|
22
|
|
|
8
|
|
|
Net interest expense
|
100
|
|
|
52
|
|
|
34
|
|
|
Preferred unit distributions
|
9
|
|
|
—
|
|
|
—
|
|
|
Distributable cash flow
|
$
|
572
|
|
|
380
|
|
|
228
|
|
|
Millions of Dollars
|
||||||||
|
Year Ended December 31
|
||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
Reconciliation to Net Cash Provided by Operating Activities
|
|
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
724
|
|
|
492
|
|
|
392
|
|
Plus:
|
|
|
|
|
|
|
|
||
Net interest expense
|
99
|
|
|
52
|
|
|
34
|
|
|
Income tax expense
|
4
|
|
|
2
|
|
|
—
|
|
|
Changes in working capital
|
(30
|
)
|
|
28
|
|
|
(12
|
)
|
|
Undistributed equity earnings
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
Other
|
(55
|
)
|
|
(15
|
)
|
|
(13
|
)
|
|
EBITDA
|
743
|
|
|
558
|
|
|
401
|
|
|
Plus:
|
|
|
|
|
|
|
|
||
Proportional share of equity affiliates’ net interest, taxes and depreciation
|
66
|
|
|
45
|
|
|
31
|
|
|
Expenses indemnified or prefunded by Phillips 66
|
8
|
|
|
6
|
|
|
2
|
|
|
Transaction costs associated with acquisitions
|
4
|
|
|
4
|
|
|
2
|
|
|
Less:
|
|
|
|
|
|
||||
EBITDA attributable to Predecessors
|
67
|
|
|
142
|
|
|
151
|
|
|
Adjusted EBITDA
|
754
|
|
|
471
|
|
|
285
|
|
|
Plus:
|
|
|
|
|
|
||||
Deferred revenue impacts*
†
|
6
|
|
|
11
|
|
|
4
|
|
|
Less:
|
|
|
|
|
|
||||
Equity affiliate distributions less than proportional EBITDA
|
29
|
|
|
28
|
|
|
19
|
|
|
Maintenance capital expenditures
†
|
50
|
|
|
22
|
|
|
8
|
|
|
Net interest expense
|
100
|
|
|
52
|
|
|
34
|
|
|
Preferred unit distributions
|
9
|
|
|
—
|
|
|
—
|
|
|
Distributable cash flow
|
$
|
572
|
|
|
380
|
|
|
228
|
|
•
|
$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.
|
•
|
$500 million
of
3.550%
Senior Notes due October 1, 2026.
|
•
|
$625 million
of
4.900%
Senior Notes due October 1, 2046.
|
•
|
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.
|
|
Millions of Dollars
|
||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
||||
Capital expenditures and investments attributable to Partnership
|
|
|
|
|
|
||||
Expansion
|
$
|
300
|
|
|
439
|
|
|
197
|
|
Maintenance
|
52
|
|
|
22
|
|
|
8
|
|
|
Total
|
352
|
|
|
461
|
|
|
205
|
|
|
Capital expenditures attributable to Predecessors
|
82
|
|
|
96
|
|
|
690
|
|
|
Total capital expenditures and investments
|
$
|
434
|
|
|
557
|
|
|
895
|
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
Quarter Ended
|
|
Quarterly Cash Distribution Per Common Unit* (Dollars)
|
|
|
Total Quarterly Cash Distribution
(Millions of Dollars) |
|
|
Date of Distribution
|
||||
December 31, 2017
|
|
|
$
|
0.678
|
|
|
|
$
|
129
|
|
|
February 13, 2018
|
September 30, 2017
|
|
|
0.646
|
|
|
|
121
|
|
|
November 13, 2017
|
||
June 30, 2017
|
|
|
0.615
|
|
|
|
104
|
|
|
August 11, 2017
|
||
March 31, 2017
|
|
|
0.586
|
|
|
|
95
|
|
|
May 12, 2017
|
||
December 31, 2016
|
|
|
0.558
|
|
|
|
88
|
|
|
February 13, 2017
|
||
September 30, 2016
|
|
|
0.531
|
|
|
|
82
|
|
|
November 14, 2016
|
||
June 30, 2016
|
|
|
0.505
|
|
|
|
70
|
|
|
August 12, 2016
|
||
March 31, 2016
|
|
|
0.481
|
|
|
|
56
|
|
|
May 12, 2016
|
|
Millions of Dollars
|
||||||||||||||
|
Payments Due by Period
|
||||||||||||||
|
Total
|
|
|
Up to
1 Year
|
|
|
Years
2-3
|
|
|
Years
4-5
|
|
|
After
5 Years
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Debt obligations (a)
|
$
|
2,975
|
|
|
25
|
|
|
325
|
|
|
50
|
|
|
2,575
|
|
Interest on debt
|
1,979
|
|
|
113
|
|
|
225
|
|
|
213
|
|
|
1,428
|
|
|
Operating lease obligations
|
108
|
|
|
3
|
|
|
6
|
|
|
6
|
|
|
93
|
|
|
Purchase obligations (b)
|
123
|
|
|
92
|
|
|
14
|
|
|
8
|
|
|
9
|
|
|
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
||||||
Asset retirement obligations
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
Accrued environmental costs
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
Total
|
$
|
5,196
|
|
|
233
|
|
|
570
|
|
|
277
|
|
|
4,116
|
|
(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.
|
|
|
Millions of Dollars Except as Indicated
|
||||||||||
Expected Maturity Date
|
|
Fixed-Rate Maturity
|
|
Weighted- Average Interest Rate
|
|
|
Floating Rate Maturity
|
|
Weighted- Average Interest Rate
|
|
||
|
|
|
|
|
|
|
||||||
At December 31, 2017
|
|
|
|
|
|
|
||||||
2018
|
|
$
|
—
|
|
|
|
$
|
25
|
|
1.9
|
%
|
|
2019
|
|
—
|
|
|
|
—
|
|
|
||||
2020
|
|
300
|
|
2.6
|
%
|
|
25
|
|
1.9
|
%
|
||
2021
|
|
—
|
|
|
|
50
|
|
1.9
|
%
|
|||
2022
|
|
—
|
|
|
|
—
|
|
|
||||
Thereafter
|
|
2,575
|
|
4.1
|
%
|
|
—
|
|
|
|||
Total
|
|
$
|
2,875
|
|
|
|
$
|
100
|
|
|
||
|
|
|
|
|
|
|
||||||
Fair value
|
|
$
|
2,918
|
|
|
|
$
|
100
|
|
|
|
|
Millions of Dollars Except as Indicated
|
||||||||||
Expected Maturity Date
|
|
Fixed-Rate Maturity
|
|
Weighted- Average Interest Rate
|
|
|
Floating Rate Maturity
|
|
Weighted- Average Interest Rate
|
|
||
|
|
|
|
|
|
|
||||||
At December 31, 2016
|
|
|
|
|
|
|
||||||
2017
|
|
$
|
—
|
|
|
|
$
|
15
|
|
1.8
|
%
|
|
2018
|
|
—
|
|
|
|
—
|
|
|
||||
2019
|
|
—
|
|
|
|
—
|
|
|
||||
2020
|
|
300
|
|
2.6
|
%
|
|
—
|
|
|
|||
2021
|
|
—
|
|
|
|
195
|
|
2.0
|
%
|
|||
Thereafter
|
|
1,925
|
|
4.2
|
%
|
|
—
|
|
|
|||
Total
|
|
$
|
2,225
|
|
|
|
$
|
210
|
|
|
||
|
|
|
|
|
|
|
||||||
Fair value
|
|
$
|
2,147
|
|
|
|
$
|
210
|
|
|
•
|
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.
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Greg C. Garland
|
|
/s/ Kevin J. Mitchell
|
|
|
|
Greg C. Garland
|
|
Kevin J. Mitchell
|
Chairman of the Board of Directors and
Chief Executive Officer
Phillips 66 Partners GP LLC
(the general partner of Phillips 66 Partners LP) |
|
Director, Vice President and
Chief Financial Officer
Phillips 66 Partners GP LLC
(the general partner of Phillips 66 Partners LP)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Income
|
Phillips 66 Partners LP
|
|
Millions of Dollars
|
||||||||
Years Ended December 31
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
Revenues and Other Income
|
|
|
|
|
|
||||
Operating revenues—related parties
|
$
|
894
|
|
|
727
|
|
|
582
|
|
Operating revenues—third parties
|
40
|
|
|
31
|
|
|
30
|
|
|
Equity in earnings of affiliates
|
223
|
|
|
114
|
|
|
77
|
|
|
Other income
|
12
|
|
|
1
|
|
|
6
|
|
|
Total revenues and other income
|
1,169
|
|
|
873
|
|
|
695
|
|
|
|
|
|
|
|
|
|
|
||
Costs and Expenses
|
|
|
|
|
|
|
|
||
Operating and maintenance expenses
|
321
|
|
|
216
|
|
|
203
|
|
|
Depreciation
|
116
|
|
|
96
|
|
|
61
|
|
|
General and administrative expenses
|
69
|
|
|
65
|
|
|
63
|
|
|
Taxes other than income taxes
|
33
|
|
|
33
|
|
|
27
|
|
|
Interest and debt expense
|
101
|
|
|
52
|
|
|
34
|
|
|
Other expenses
|
1
|
|
|
1
|
|
|
1
|
|
|
Total costs and expenses
|
641
|
|
|
463
|
|
|
389
|
|
|
Income before income taxes
|
528
|
|
|
410
|
|
|
306
|
|
|
Income tax expense
|
4
|
|
|
2
|
|
|
—
|
|
|
Net income
|
524
|
|
|
408
|
|
|
306
|
|
|
Less: Net income attributable to Predecessors
|
63
|
|
|
107
|
|
|
112
|
|
|
Net income attributable to the Partnership
|
461
|
|
|
301
|
|
|
194
|
|
|
Less: Preferred unitholders’ interest in net income attributable to the Partnership
|
9
|
|
|
—
|
|
|
—
|
|
|
Less: General partner’s interest in net income attributable to the Partnership
|
160
|
|
|
92
|
|
|
41
|
|
|
Limited partners’ interest in net income attributable to the Partnership
|
$
|
292
|
|
|
209
|
|
|
153
|
|
|
|
|
|
|
|
|
|
||
Net Income Attributable to the Partnership Per Limited Partner Unit—Basic and Diluted (dollars)
|
|
|
|
|
|
|
|
||
Common units—basic
|
$
|
2.60
|
|
|
2.20
|
|
|
2.02
|
|
Common units—diluted
|
2.59
|
|
|
2.20
|
|
|
2.02
|
|
|
Subordinated units—Phillips 66—basic and diluted
|
—
|
|
|
—
|
|
|
1.24
|
|
|
|
|
|
|
|
|
|
|
||
Cash Distributions Paid Per Common Unit
(dollars)
|
$
|
2.405
|
|
|
1.975
|
|
|
1.538
|
|
|
|
|
|
|
|
|
|
||
Weighted-Average Limited Partner Units Outstanding—Basic and Diluted (
thousands
)
|
|
|
|
|
|
|
|
||
Common units—basic
|
112,045
|
|
|
95,240
|
|
|
68,174
|
|
|
Common units—diluted
|
115,339
|
|
|
95,240
|
|
|
68,174
|
|
|
Subordinated units—Phillips 66—basic and diluted
|
—
|
|
|
—
|
|
|
12,736
|
|
Consolidated Statement of Comprehensive Income
|
Phillips 66 Partners LP
|
|
Millions of Dollars
|
||||||||
Years Ended December 31
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
Net Income
|
$
|
524
|
|
|
408
|
|
|
306
|
|
Defined benefit plans
|
|
|
|
|
|
|
|
||
Plans sponsored by equity affiliates, net of tax
|
—
|
|
|
1
|
|
|
—
|
|
|
Other comprehensive income
|
—
|
|
|
1
|
|
|
—
|
|
|
Comprehensive Income
|
$
|
524
|
|
|
409
|
|
|
306
|
|
Consolidated Balance Sheet
|
Phillips 66 Partners LP
|
|
Millions of Dollars
|
|||||
At December 31
|
2017
|
|
|
2016
|
|
|
Assets
|
|
|
|
|||
Cash and cash equivalents
|
$
|
185
|
|
|
2
|
|
Accounts receivable—related parties
|
83
|
|
|
76
|
|
|
Accounts receivable—third parties
|
3
|
|
|
7
|
|
|
Materials and supplies
|
12
|
|
|
11
|
|
|
Prepaid expenses and other current assets
|
9
|
|
|
4
|
|
|
Total current assets
|
292
|
|
|
100
|
|
|
Equity investments
|
1,932
|
|
|
1,142
|
|
|
Net properties, plants and equipment
|
2,918
|
|
|
2,675
|
|
|
Goodwill
|
185
|
|
|
185
|
|
|
Deferred rentals and other assets
|
7
|
|
|
7
|
|
|
Total Assets
|
$
|
5,334
|
|
|
4,109
|
|
|
|
|
|
|||
Liabilities
|
|
|
|
|||
Accounts payable—related parties
|
$
|
21
|
|
|
12
|
|
Accounts payable—third parties
|
39
|
|
|
31
|
|
|
Accrued property and other taxes
|
15
|
|
|
10
|
|
|
Accrued interest
|
34
|
|
|
26
|
|
|
Short-term debt
|
25
|
|
|
15
|
|
|
Deferred revenues
|
35
|
|
|
14
|
|
|
Other current liabilities
|
2
|
|
|
3
|
|
|
Total current liabilities
|
171
|
|
|
111
|
|
|
Long-term debt
|
2,920
|
|
|
2,396
|
|
|
Asset retirement obligations and accrued environmental costs
|
11
|
|
|
11
|
|
|
Deferred income taxes
|
5
|
|
|
2
|
|
|
Deferred revenues and other liabilities
|
66
|
|
|
23
|
|
|
Total Liabilities
|
3,173
|
|
|
2,543
|
|
|
|
|
|
|
|||
Equity
|
|
|
|
|||
Preferred unitholders (2017—13,819,791 units issued and outstanding;
2016—no units issued and outstanding) |
746
|
|
|
—
|
|
|
Common unitholders—public (2017—52,811,822 units issued and outstanding; 2016—43,134,902 units issued and outstanding)
|
2,274
|
|
|
1,795
|
|
|
Common unitholder—Phillips 66 (2017—68,760,137 units issued and outstanding; 2016—64,047,024 units issued and outstanding)
|
487
|
|
|
476
|
|
|
General partner—Phillips 66 (2017—2,480,051 units issued and outstanding;
2016—2,187,386 units issued and outstanding)
|
(1,345
|
)
|
|
(704
|
)
|
|
Accumulated other comprehensive loss
|
(1
|
)
|
|
(1
|
)
|
|
Total Equity
|
2,161
|
|
|
1,566
|
|
|
Total Liabilities and Equity
|
$
|
5,334
|
|
|
4,109
|
|
Consolidated Statement of Cash Flows
|
Phillips 66 Partners LP
|
|
Millions of Dollars
|
||||||||
Years Ended December 31
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
Cash Flows From Operating Activities
|
|
|
|
|
|
||||
Net income
|
$
|
524
|
|
|
408
|
|
|
306
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
||||
Depreciation
|
116
|
|
|
96
|
|
|
61
|
|
|
Undistributed equity earnings
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
Deferred revenues and other liabilities
|
43
|
|
|
9
|
|
|
11
|
|
|
Other
|
12
|
|
|
6
|
|
|
2
|
|
|
Working capital adjustments
|
|
|
|
|
|
||||
Decrease (increase) in accounts receivable
|
(4
|
)
|
|
(58
|
)
|
|
1
|
|
|
Decrease (increase) in materials and supplies
|
(1
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
Decrease (increase) in prepaid expenses and other current assets
|
(5
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
Increase (decrease) in accounts payable
|
14
|
|
|
19
|
|
|
(9
|
)
|
|
Increase (decrease) in accrued interest
|
7
|
|
|
4
|
|
|
13
|
|
|
Increase (decrease) in deferred revenues
|
21
|
|
|
10
|
|
|
4
|
|
|
Increase (decrease) in other accruals
|
(2
|
)
|
|
1
|
|
|
7
|
|
|
Net Cash Provided by Operating Activities
|
724
|
|
|
492
|
|
|
392
|
|
|
|
|
|
|
|
|
||||
Cash Flows From Investing Activities
|
|
|
|
|
|
||||
Bakken Pipeline/MSLP acquisition
|
(729
|
)
|
|
—
|
|
|
—
|
|
|
Eagle acquisition
|
—
|
|
|
(990
|
)
|
|
—
|
|
|
Sand Hills/Southern Hills/Explorer equity investment acquisition
|
—
|
|
|
—
|
|
|
(734
|
)
|
|
Restricted cash received from combination of business
|
318
|
|
|
—
|
|
|
—
|
|
|
Collection of loan receivable
|
8
|
|
|
—
|
|
|
—
|
|
|
Cash capital expenditures and investments
|
(431
|
)
|
|
(584
|
)
|
|
(948
|
)
|
|
Return of investment from equity affiliates
|
52
|
|
|
16
|
|
|
12
|
|
|
Net Cash Used in Investing Activities
|
(782
|
)
|
|
(1,558
|
)
|
|
(1,670
|
)
|
|
|
|
|
|
|
|
||||
Cash Flows From Financing Activities
|
|
|
|
|
|
||||
Net contributions from (to) Phillips 66 to (from) Predecessors
|
(179
|
)
|
|
45
|
|
|
(46
|
)
|
|
Acquisition of noncontrolling interest in Sweeny Frac LLC
|
—
|
|
|
(656
|
)
|
|
—
|
|
|
Issuance of debt
|
2,008
|
|
|
2,118
|
|
|
1,781
|
|
|
Repayment of debt
|
(2,152
|
)
|
|
(1,096
|
)
|
|
(499
|
)
|
|
Issuance of common units
|
468
|
|
|
971
|
|
|
384
|
|
|
Issuance of preferred units
|
737
|
|
|
—
|
|
|
—
|
|
|
Debt issuance costs
|
(6
|
)
|
|
(10
|
)
|
|
(10
|
)
|
|
Distributions to General Partner associated with acquisitions*
|
(234
|
)
|
|
(119
|
)
|
|
(146
|
)
|
|
Quarterly distributions to common unitholders—public
|
(112
|
)
|
|
(64
|
)
|
|
(35
|
)
|
|
Quarterly distributions to common unitholder—Phillips 66
|
(157
|
)
|
|
(119
|
)
|
|
(63
|
)
|
|
Quarterly distributions to subordinated unitholder—Phillips 66
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
Quarterly distributions to General Partner—Phillips 66
|
(139
|
)
|
|
(76
|
)
|
|
(30
|
)
|
|
Other net cash contributions from Phillips 66
|
7
|
|
|
24
|
|
|
—
|
|
|
Net Cash Provided by Financing Activities
|
241
|
|
|
1,018
|
|
|
1,311
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Change in Cash, Cash Equivalents and Restricted Cash
|
183
|
|
|
(48
|
)
|
|
33
|
|
|
Cash, cash equivalents and restricted cash at beginning of period
|
2
|
|
|
50
|
|
|
17
|
|
|
Cash, Cash Equivalents and Restricted Cash at End of Period
|
$
|
185
|
|
|
2
|
|
|
50
|
|
Consolidated Statement of Changes in Equity
|
Phillips 66 Partners LP
|
|
|
Millions of Dollars
|
|||||||||||||||
|
|
Partnership
|
|
|
|||||||||||||
|
Preferred Unitholders
Public |
|
Common Unitholders
Public |
|
Common Unitholder
Phillips 66 |
|
Subordinated Unitholder
Phillips 66 |
|
General Partner
Phillips 66 |
|
Accum. Other Comprehensive Loss
|
|
Net Investment— Predecessors
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
December 31, 2014
|
$
|
—
|
|
415
|
|
57
|
|
117
|
|
(517
|
)
|
—
|
|
988
|
|
1,060
|
|
Net income attributable to Predecessors
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
112
|
|
112
|
|
|
Net contributions to Phillips 66—Predecessors
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(46
|
)
|
(46
|
)
|
|
Issuance of common units
|
—
|
|
384
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
384
|
|
|
Conversion of subordinated units
|
—
|
|
—
|
|
107
|
|
(107
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Deemed net distributions to General Partner associated with acquisitions
|
—
|
|
—
|
|
5
|
|
—
|
|
(150
|
)
|
—
|
|
—
|
|
(145
|
)
|
|
Issuance of units associated with acquisitions
|
—
|
|
—
|
|
34
|
|
—
|
|
1
|
|
—
|
|
—
|
|
35
|
|
|
Net income attributable to the Partnership
|
—
|
|
45
|
|
93
|
|
15
|
|
41
|
|
—
|
|
—
|
|
194
|
|
|
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
—
|
|
(2
|
)
|
|
Quarterly cash distributions to unitholders and General Partner
|
—
|
|
(35
|
)
|
(63
|
)
|
(25
|
)
|
(30
|
)
|
—
|
|
—
|
|
(153
|
)
|
|
Other contributions from Phillips 66
|
—
|
|
—
|
|
—
|
|
—
|
|
5
|
|
—
|
|
—
|
|
5
|
|
|
December 31, 2015
|
—
|
|
809
|
|
233
|
|
—
|
|
(650
|
)
|
(2
|
)
|
1,054
|
|
1,444
|
|
|
Net income attributable to Predecessors
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
107
|
|
107
|
|
|
Net contributions from Phillips 66—Predecessors
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
95
|
|
95
|
|
|
Issuance of common units
|
—
|
|
971
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
971
|
|
|
Allocation of net investment to unitholders
|
—
|
|
—
|
|
232
|
|
—
|
|
34
|
|
—
|
|
(266
|
)
|
—
|
|
|
Allocation of net investment—Predecessors and deemed net distributions to General Partner
|
—
|
|
—
|
|
—
|
|
—
|
|
(119
|
)
|
—
|
|
(990
|
)
|
(1,109
|
)
|
|
Net income attributable to the Partnership
|
—
|
|
79
|
|
130
|
|
—
|
|
92
|
|
—
|
|
—
|
|
301
|
|
|
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|
Quarterly cash distributions to unitholders and General Partner
|
—
|
|
(64
|
)
|
(119
|
)
|
—
|
|
(76
|
)
|
—
|
|
—
|
|
(259
|
)
|
|
Other contributions from Phillips 66
|
—
|
|
—
|
|
—
|
|
—
|
|
15
|
|
—
|
|
—
|
|
15
|
|
|
December 31, 2016
|
$
|
—
|
|
1,795
|
|
476
|
|
—
|
|
(704
|
)
|
(1
|
)
|
—
|
|
1,566
|
|
Consolidated Statement of Changes in Equity
|
Phillips 66 Partners LP
|
|
|
Millions of Dollars
|
|||||||||||||
|
|
Partnership
|
|
|
|||||||||||
|
Preferred Unitholders
Public
|
|
Common Unitholders
Public
|
|
Common Unitholder
Phillips 66
|
|
General Partner
Phillips 66
|
|
Accum. Other Comprehensive Loss
|
|
Net Investment— Predecessors
|
|
Total
|
|
|
December 31, 2016
|
$
|
—
|
|
1,795
|
|
476
|
|
(704
|
)
|
(1
|
)
|
—
|
|
1,566
|
|
Net income attributable to Predecessors
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
63
|
|
63
|
|
|
Net contributions from Phillips 66—Predecessors
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
666
|
|
666
|
|
|
Issuance of units
|
737
|
|
467
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,204
|
|
|
Allocation of net investment—Predecessors and deemed net distributions to General Partner
|
—
|
|
—
|
|
—
|
|
(681
|
)
|
—
|
|
(729
|
)
|
(1,410
|
)
|
|
Net income attributable to the Partnership
|
9
|
|
124
|
|
168
|
|
160
|
|
—
|
|
—
|
|
461
|
|
|
Quarterly cash distributions to unitholders and General Partner
|
—
|
|
(112
|
)
|
(157
|
)
|
(139
|
)
|
—
|
|
—
|
|
(408
|
)
|
|
Other net contributions from Phillips 66
|
—
|
|
—
|
|
—
|
|
19
|
|
—
|
|
—
|
|
19
|
|
|
December 31, 2017
|
$
|
746
|
|
2,274
|
|
487
|
|
(1,345
|
)
|
(1
|
)
|
—
|
|
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
|
—
|
|
18,888,750
|
|
20,938,498
|
|
35,217,112
|
|
1,531,518
|
|
76,575,878
|
|
Units issued in a public equity offering
|
—
|
|
5,250,000
|
|
—
|
|
—
|
|
—
|
|
5,250,000
|
|
Units issued associated with acquisitions
|
—
|
|
—
|
|
2,193,432
|
|
—
|
|
151,907
|
|
2,345,339
|
|
Subordinated unit conversion
|
—
|
|
—
|
|
35,217,112
|
|
(35,217,112
|
)
|
—
|
|
—
|
|
December 31, 2015
|
—
|
|
24,138,750
|
|
58,349,042
|
|
—
|
|
1,683,425
|
|
84,171,217
|
|
Units issued in a public equity offering
|
—
|
|
18,996,152
|
|
—
|
|
—
|
|
—
|
|
18,996,152
|
|
Units issued associated with acquisitions
|
—
|
|
—
|
|
5,697,982
|
|
—
|
|
503,961
|
|
6,201,943
|
|
December 31, 2016
|
—
|
|
43,134,902
|
|
64,047,024
|
|
—
|
|
2,187,386
|
|
109,369,312
|
|
Units issued in public equity offerings
|
—
|
|
3,372,716
|
|
—
|
|
—
|
|
—
|
|
3,372,716
|
|
Units issued in private placement
|
13,819,791
|
|
6,304,204
|
|
—
|
|
—
|
|
—
|
|
20,123,995
|
|
Units issued associated with acquisitions
|
—
|
|
—
|
|
4,713,113
|
|
—
|
|
292,665
|
|
5,005,778
|
|
December 31, 2017
|
13,819,791
|
|
52,811,822
|
|
68,760,137
|
|
—
|
|
2,480,051
|
|
137,871,801
|
|
Notes to Consolidated Financial Statements
|
Phillips 66 Partners LP
|
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.
|
|
Millions of Dollars
|
||||||||
|
Year Ended December 31, 2017
|
||||||||
Consolidated Statement of Income
|
Phillips 66
Partners LP |
|
|
Acquired Bakken Pipeline/MSLP Predecessor
|
|
|
Consolidated
Results |
|
|
Revenues and Other Income
|
|
|
|
|
|
||||
Operating revenues—related parties
|
$
|
807
|
|
|
87
|
|
|
894
|
|
Operating revenues—third parties
|
40
|
|
|
—
|
|
|
40
|
|
|
Equity in earnings of affiliates
|
185
|
|
|
38
|
|
|
223
|
|
|
Other income
|
8
|
|
|
4
|
|
|
12
|
|
|
Total revenues and other income
|
1,040
|
|
|
129
|
|
|
1,169
|
|
|
|
|
|
|
|
|
||||
Costs and Expenses
|
|
|
|
|
|
||||
Operating and maintenance expenses
|
269
|
|
|
52
|
|
|
321
|
|
|
Depreciation
|
110
|
|
|
6
|
|
|
116
|
|
|
General and administrative expenses
|
65
|
|
|
4
|
|
|
69
|
|
|
Taxes other than income taxes
|
31
|
|
|
2
|
|
|
33
|
|
|
Interest and debt expense
|
100
|
|
|
1
|
|
|
101
|
|
|
Other expenses
|
1
|
|
|
—
|
|
|
1
|
|
|
Total costs and expenses
|
576
|
|
|
65
|
|
|
641
|
|
|
Income before income taxes
|
464
|
|
|
64
|
|
|
528
|
|
|
Income tax expense
|
3
|
|
|
1
|
|
|
4
|
|
|
Net income
|
461
|
|
|
63
|
|
|
524
|
|
|
Less: Net income attributable to Predecessors
|
—
|
|
|
63
|
|
|
63
|
|
|
Net income attributable to the Partnership
|
461
|
|
|
—
|
|
|
461
|
|
|
Less: Preferred unitholders’ interest in net income attributable to the Partnership
|
9
|
|
|
—
|
|
|
9
|
|
|
Less: General partner’s interest in net income attributable to the Partnership
|
160
|
|
|
—
|
|
|
160
|
|
|
Limited partners’ interest in net income attributable to the Partnership
|
$
|
292
|
|
|
—
|
|
|
292
|
|
|
Millions of Dollars
|
||||||||
|
Year Ended December 31, 2017
|
||||||||
Consolidated Statement of Cash Flows
|
Phillips 66
Partners LP |
|
|
Acquired Bakken Pipeline/MSLP Predecessor
|
|
|
Consolidated
Results |
|
|
Cash Flows From Operating Activities
|
|
|
|
|
|
||||
Net income
|
$
|
461
|
|
|
63
|
|
|
524
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
||||
Depreciation
|
110
|
|
|
6
|
|
|
116
|
|
|
Undistributed equity earnings
|
3
|
|
|
(4
|
)
|
|
(1
|
)
|
|
Deferred revenues and other liabilities
|
43
|
|
|
—
|
|
|
43
|
|
|
Other
|
11
|
|
|
1
|
|
|
12
|
|
|
Working capital adjustments
|
|
|
|
|
|
||||
Decrease (increase) in accounts receivable
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
Decrease (increase) in materials and supplies
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
Decrease (increase) in prepaid expenses and other current assets
|
(6
|
)
|
|
1
|
|
|
(5
|
)
|
|
Increase (decrease) in accounts payable
|
14
|
|
|
—
|
|
|
14
|
|
|
Increase (decrease) in accrued interest
|
8
|
|
|
(1
|
)
|
|
7
|
|
|
Increase (decrease) in deferred revenues
|
21
|
|
|
—
|
|
|
21
|
|
|
Increase (decrease) in other accruals
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
Net Cash Provided by Operating Activities
|
658
|
|
|
66
|
|
|
724
|
|
|
|
|
|
|
|
|
||||
Cash Flows From Investing Activities
|
|
|
|
|
|
||||
Bakken Pipeline/MSLP acquisition
|
(729
|
)
|
|
—
|
|
|
(729
|
)
|
|
Restricted cash received from combination of business
|
—
|
|
|
318
|
|
|
318
|
|
|
Collection of loan receivable
|
—
|
|
|
8
|
|
|
8
|
|
|
Cash capital expenditures and investments
|
(349
|
)
|
|
(82
|
)
|
|
(431
|
)
|
|
Return of investment from equity affiliates
|
48
|
|
|
4
|
|
|
52
|
|
|
Net Cash Provided by (Used in) Investing Activities
|
(1,030
|
)
|
|
248
|
|
|
(782
|
)
|
|
|
|
|
|
|
|
||||
Cash Flows From Financing Activities
|
|
|
|
|
|
||||
Net contributions to Phillips 66 from Predecessors
|
—
|
|
|
(179
|
)
|
|
(179
|
)
|
|
Issuance of debt
|
2,008
|
|
|
—
|
|
|
2,008
|
|
|
Repayment of debt
|
(2,017
|
)
|
|
(135
|
)
|
|
(2,152
|
)
|
|
Issuance of common units
|
468
|
|
|
—
|
|
|
468
|
|
|
Issuance of preferred units
|
737
|
|
|
—
|
|
|
737
|
|
|
Debt issuance costs
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|
Distributions to General Partner associated with acquisitions
|
(234
|
)
|
|
—
|
|
|
(234
|
)
|
|
Quarterly distributions to common unitholders—public
|
(112
|
)
|
|
—
|
|
|
(112
|
)
|
|
Quarterly distributions to common unitholder—Phillips 66
|
(157
|
)
|
|
—
|
|
|
(157
|
)
|
|
Quarterly distributions to General Partner—Phillips 66
|
(139
|
)
|
|
—
|
|
|
(139
|
)
|
|
Other net cash contributions from Phillips 66
|
7
|
|
|
—
|
|
|
7
|
|
|
Net Cash Provided by (Used in) Financing Activities
|
555
|
|
|
(314
|
)
|
|
241
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Change in Cash, Cash Equivalents and Restricted Cash
|
183
|
|
|
—
|
|
|
183
|
|
|
Cash, cash equivalents and restricted cash at beginning of period
|
2
|
|
|
—
|
|
|
2
|
|
|
Cash, Cash Equivalents and Restricted Cash at End of Period
|
$
|
185
|
|
|
—
|
|
|
185
|
|
|
|
|
Millions of Dollars
|
|||||
|
Percentage Ownership
|
|
|
Carrying Value
|
||||
|
|
2017
|
|
2016
|
|
|||
|
|
|
|
|
||||
Bakken Pipeline
|
25.00
|
%
|
|
$
|
621
|
|
—
|
|
Bayou Bridge Pipeline, LLC (Bayou Bridge)
|
40.00
|
|
|
173
|
|
115
|
|
|
DCP Sand Hills Pipeline, LLC (Sand Hills)
|
33.34
|
|
|
515
|
|
445
|
|
|
DCP Southern Hills Pipeline, LLC (Southern Hills)
|
33.34
|
|
|
209
|
|
212
|
|
|
Explorer Pipeline Company (Explorer)
|
21.94
|
|
|
118
|
|
126
|
|
|
Paradigm Pipeline LLC (Paradigm)
|
50.00
|
|
|
131
|
|
117
|
|
|
Phillips 66 Partners Terminal LLC (Phillips 66 Partners Terminal)
|
70.00
|
|
|
53
|
|
72
|
|
|
STACK Pipeline LLC (STACK)
|
50.00
|
|
|
112
|
|
55
|
|
|
Total equity investments
|
|
|
$
|
1,932
|
|
1,142
|
|
|
Millions of Dollars
|
||||
|
2017
|
|
2016
|
|
|
|
|
|
|||
Bakken Pipeline
|
$
|
69
|
|
—
|
|
Bayou Bridge
|
12
|
|
3
|
|
|
Explorer
|
21
|
|
23
|
|
|
Paradigm
|
(1
|
)
|
(2
|
)
|
|
Phillips 66 Partners Terminal
|
8
|
|
—
|
|
|
Sand Hills
|
81
|
|
62
|
|
|
Southern Hills
|
27
|
|
26
|
|
|
STACK
|
6
|
|
2
|
|
|
Total equity in earnings of affiliates
|
$
|
223
|
|
114
|
|
|
Millions of Dollars
|
||||||
|
2017
|
|
2016
|
|
2015
|
|
|
|
|
|
|
||||
Revenues
|
$
|
1,406
|
|
840
|
|
596
|
|
Income before income taxes
|
853
|
|
494
|
|
322
|
|
|
Net income
|
778
|
|
408
|
|
321
|
|
|
Current assets
|
525
|
|
243
|
|
269
|
|
|
Noncurrent assets
|
7,020
|
|
3,437
|
|
3,106
|
|
|
Current liabilities
|
302
|
|
396
|
|
180
|
|
|
Noncurrent liabilities
|
2,997
|
|
231
|
|
446
|
|
|
Estimated Useful Lives
|
|
Millions of Dollars
|
|||||
|
|
2017
|
|
|
2016
|
|
||
|
|
|
|
|
|
|||
Land
|
|
|
$
|
19
|
|
|
19
|
|
Buildings and improvements
|
3 to 30 years
|
|
88
|
|
|
88
|
|
|
Pipelines and related assets
†
|
10 to 45 years
|
|
1,372
|
|
|
1,335
|
|
|
Terminals and related assets
†
|
25 to 45 years
|
|
671
|
|
|
610
|
|
|
Rail racks and related assets
†
|
33 years
|
|
137
|
|
|
137
|
|
|
Processing and related assets
†
|
25 years
|
|
837
|
|
|
615
|
|
|
Caverns and related assets
†
|
25 to 45 years
|
|
583
|
|
|
569
|
|
|
Construction-in-progress
|
|
|
47
|
|
|
27
|
|
|
Gross PP&E
|
|
|
3,754
|
|
|
3,400
|
|
|
Less: Accumulated depreciation
|
|
|
836
|
|
|
725
|
|
|
Net PP&E
|
|
|
$
|
2,918
|
|
|
2,675
|
|
|
Millions of Dollars
|
|||||
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|||
Beginning balance January 1
|
$
|
185
|
|
|
182
|
|
Goodwill assigned to acquisitions
|
—
|
|
|
3
|
|
|
Ending balance December 31
|
$
|
185
|
|
|
185
|
|
|
Millions of Dollars
|
|||||
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|||
Asset retirement obligations
|
$
|
10
|
|
|
9
|
|
Accrued environmental costs
|
1
|
|
|
2
|
|
|
Total asset retirement obligations and accrued environmental costs
|
11
|
|
|
11
|
|
|
Less: Asset retirement obligations and accrued environmental costs due within one year
|
—
|
|
|
—
|
|
|
Long-term asset retirement obligations and accrued environmental costs
|
$
|
11
|
|
|
11
|
|
|
Millions of Dollars
|
|||||
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|||
Balance at January 1
|
$
|
9
|
|
|
11
|
|
Accretion of discount
|
1
|
|
|
—
|
|
|
New obligations
|
—
|
|
|
—
|
|
|
Changes in estimates of existing obligations
|
—
|
|
|
(2
|
)
|
|
Balance at December 31
|
$
|
10
|
|
|
9
|
|
|
Millions of Dollars
|
||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
||||
Net income attributable to the Partnership
|
$
|
461
|
|
|
301
|
|
|
194
|
|
Less: General partner’s distributions declared (including IDRs)*
|
158
|
|
|
91
|
|
|
39
|
|
|
Limited partners’ distributions declared on preferred units*
|
9
|
|
|
—
|
|
|
—
|
|
|
Limited partners’ distributions declared on common units*
|
291
|
|
|
205
|
|
|
123
|
|
|
Limited partner’s distributions declared on subordinated units*
|
—
|
|
|
—
|
|
|
13
|
|
|
Distributions less than net income attributable to the Partnership
|
$
|
3
|
|
|
5
|
|
|
19
|
|
|
2017
|
||||||||
|
Limited Partners’ Common Units
|
|
General Partner (including IDRs)
|
|
Limited Partners’ Preferred Units
|
|
Total
|
|
|
Net income attributable to the Partnership
(millions):
|
|
|
|
|
|||||
Distributions declared
|
$
|
291
|
|
158
|
|
9
|
|
458
|
|
Distributions less than net income attributable to the Partnership
|
1
|
|
2
|
|
—
|
|
3
|
|
|
Net income attributable to the Partnership (basic)
|
292
|
|
160
|
|
9
|
|
461
|
|
|
Dilutive effect of preferred units
(1)
|
7
|
|
|
|
|
||||
Net income attributable to the Partnership (diluted)
|
$
|
299
|
|
|
|
|
|||
|
|
|
|
|
|||||
Weighted-average units outstanding—basic
|
112,044,824
|
|
|
|
|
||||
Dilutive effect of preferred units
(1)
|
3,294,032
|
|
|
|
|
||||
Weighted-average units outstanding—diluted
|
115,338,856
|
|
|
|
|
||||
|
|
|
|
|
|||||
Net income attributable to the Partnership per limited partner unit—basic
(dollars)
|
$
|
2.60
|
|
|
|
|
|||
Net income attributable to the Partnership per limited partner unit—diluted
(dollars)
|
2.59
|
|
|
|
|
|
2016
|
||||||
|
Limited Partners’ Common Units
|
|
General Partner (including IDRs)
|
|
Total
|
|
|
Net income attributable to the Partnership
(millions):
|
|
|
|
||||
Distributions declared
|
205
|
|
91
|
|
296
|
|
|
Distributions less than net income attributable to the Partnership
|
4
|
|
1
|
|
5
|
|
|
Net income attributable to the Partnership
|
209
|
|
92
|
|
301
|
|
|
|
|
|
|
||||
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
|
|
|
|
|
2015
|
||||||||
|
Limited Partners’ Common Units
|
|
Limited Partner’s Subordinated Units
|
|
General Partner (including IDRs)
|
|
Total
|
|
|
Net income attributable to the Partnership
(millions):
|
|
|
|
|
|||||
Distributions declared
|
123
|
|
13
|
|
39
|
|
175
|
|
|
Distributions less than net income attributable to the Partnership
|
14
|
|
3
|
|
2
|
|
19
|
|
|
Net income attributable to the Partnership
|
137
|
|
16
|
|
41
|
|
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
|
|
|
|
|
Millions of Dollars
|
|||||
|
2017
|
|
|
2016
|
|
|
|
|
|||||
2.646% Senior Notes due 2020
|
$
|
300
|
|
|
300
|
|
3.605% Senior Notes due 2025
|
500
|
|
|
500
|
|
|
3.550% Senior Notes due 2026
|
500
|
|
|
500
|
|
|
3.750% Senior Notes due 2028
|
500
|
|
|
—
|
|
|
4.680% Senior Notes due 2045
|
450
|
|
|
300
|
|
|
4.900% Senior Notes due 2046
|
625
|
|
|
625
|
|
|
Tax-exempt bonds
|
100
|
|
|
—
|
|
|
Revolving credit facility at 1.98% at December 31, 2016
|
—
|
|
|
210
|
|
|
Total
|
2,975
|
|
|
2,435
|
|
|
Net unamortized discounts and debt issuance costs
|
(30
|
)
|
|
(24
|
)
|
|
Debt at face value
|
2,945
|
|
|
2,411
|
|
|
Less: Short-term debt
|
25
|
|
|
15
|
|
|
Long-term debt
|
$
|
2,920
|
|
|
2,396
|
|
•
|
$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.
|
•
|
$500 million
of
3.550%
Senior Notes due October 1, 2026.
|
•
|
$625 million
of
4.900%
Senior Notes due October 1, 2046.
|
|
Millions of Dollars
|
|
|
|
|
||
2018
|
$
|
562
|
|
2019
|
530
|
|
|
2020
|
527
|
|
|
2021
|
516
|
|
|
2022
|
505
|
|
|
Thereafter
|
1,584
|
|
|
Total
|
$
|
4,224
|
|
|
Millions of Dollars
|
|
|
|
|
||
2018
|
$
|
3
|
|
2019
|
3
|
|
|
2020
|
3
|
|
|
2021
|
3
|
|
|
2022
|
3
|
|
|
Thereafter
|
93
|
|
|
Total minimum lease payments
|
$
|
108
|
|
|
Millions of Dollars
|
||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
Capital Expenditures and Investments
|
|
|
|
|
|
||||
Capital expenditures attributable to Predecessors
|
$
|
82
|
|
|
96
|
|
|
690
|
|
Capital expenditures and investments attributable to the Partnership
|
352
|
|
|
461
|
|
|
205
|
|
|
Total capital expenditures and investments
|
$
|
434
|
|
|
557
|
|
|
895
|
|
|
Millions of Dollars
|
||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
Capital Expenditures and Investments
|
|
|
|
|
|
||||
Cash capital expenditures and investments
|
$
|
431
|
|
|
584
|
|
|
948
|
|
Change in capital expenditure accruals
|
3
|
|
|
(27
|
)
|
|
(53
|
)
|
|
Total capital expenditures and investments
|
$
|
434
|
|
|
557
|
|
|
895
|
|
|
Millions of Dollars
|
||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
Other Noncash Investing and Financing Activities
|
|
|
|
|
|
||||
Dividend of loan receivable to Phillips 66 by Predecessor
|
$
|
51
|
|
|
—
|
|
|
—
|
|
Certain liabilities of acquired assets retained by Phillips 66
(1)
|
—
|
|
|
50
|
|
|
—
|
|
|
Contributions of net assets into joint ventures
|
—
|
|
|
—
|
|
|
43
|
|
|
|
|
|
|
|
|
||||
Cash Payments
|
|
|
|
|
|
||||
Interest and debt expense
|
$
|
96
|
|
|
40
|
|
|
18
|
|
|
Millions of Dollars
|
||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
Interest and Debt Expense
|
|
|
|
|
|
||||
Incurred
|
|
|
|
|
|
||||
Debt
|
$
|
100
|
|
|
56
|
|
|
65
|
|
Other
|
2
|
|
|
1
|
|
|
1
|
|
|
|
102
|
|
|
57
|
|
|
66
|
|
|
Capitalized
|
(1
|
)
|
|
(5
|
)
|
|
(32
|
)
|
|
Expensed
|
$
|
101
|
|
|
52
|
|
|
34
|
|
|
|
|
|
|
|
||||
Other Income
|
|
|
|
|
|
||||
Co-venturer contractual make-whole payments
|
$
|
7
|
|
|
—
|
|
|
5
|
|
Interest income
|
3
|
|
|
—
|
|
|
—
|
|
|
Other
|
2
|
|
|
1
|
|
|
1
|
|
|
Total other income
|
$
|
12
|
|
|
1
|
|
|
6
|
|
|
Millions of Dollars
|
||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
||||
Operating and maintenance expenses
|
$
|
189
|
|
|
104
|
|
|
95
|
|
General and administrative expenses
|
64
|
|
|
56
|
|
|
58
|
|
|
Interest and debt expense
|
—
|
|
|
3
|
|
|
2
|
|
|
Total
|
$
|
253
|
|
|
163
|
|
|
155
|
|
|
Millions of Dollars
|
|||||
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|||
Deferred rentals and other assets
|
$
|
5
|
|
|
5
|
|
Deferred revenues
|
33
|
|
|
14
|
|
|
Deferred revenues and other liabilities
|
61
|
|
|
19
|
|
Selected Quarterly Financial Data
(Unaudited)
|
|
Millions of Dollars
|
|
Per Common Unit
|
|||||||||||||
|
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
|
|
|
Net Income Attributable to the Partnership
|
||||
|
Basic
|
|
Diluted
|
|
||||||||||||
2017
|
|
|
|
|
|
|
|
|
||||||||
First*
|
$
|
262
|
|
110
|
|
110
|
|
97
|
|
65
|
|
|
0.60
|
|
0.60
|
|
Second*
|
277
|
|
120
|
|
119
|
|
103
|
|
66
|
|
|
0.61
|
|
0.61
|
|
|
Third*
|
299
|
|
132
|
|
131
|
|
99
|
|
56
|
|
|
0.51
|
|
0.51
|
|
|
Fourth
|
331
|
|
166
|
|
164
|
|
162
|
|
105
|
|
|
0.86
|
|
0.83
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
|
||||||||
First
|
$
|
204
|
|
94
|
|
94
|
|
52
|
|
36
|
|
|
0.44
|
|
0.44
|
|
Second
|
219
|
|
101
|
|
100
|
|
68
|
|
47
|
|
|
0.51
|
|
0.51
|
|
|
Third
|
222
|
|
112
|
|
112
|
|
83
|
|
57
|
|
|
0.57
|
|
0.57
|
|
|
Fourth
|
228
|
|
103
|
|
102
|
|
98
|
|
69
|
|
|
0.65
|
|
0.65
|
|
Name
|
|
Position with Phillips 66 Partners GP LLC
|
|
Age*
|
Greg C. Garland
|
|
Chairman of the Board of Directors and Chief Executive Officer
|
|
60
|
Robert A. Herman
|
|
Director and Senior Vice President, Operations
|
|
58
|
Timothy D. Roberts
|
|
Director
|
|
56
|
Kevin J. Mitchell
|
|
Director and Vice President and Chief Financial Officer
|
|
51
|
J.T. (Tom) Liberti
|
|
Vice President and Chief Operating Officer
|
|
65
|
Chukwuemeka A. Oyolu
|
|
Vice President and Controller
|
|
48
|
Joseph W. O’Toole
|
|
Director
|
|
79
|
Mark A. Haney
|
|
Director
|
|
62
|
P.D. (David) Bairrington
|
|
Director
|
|
62
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
P.D. (David) Bairrington
|
•
|
Mark A. Haney
|
•
|
Joseph W. O’Toole
|
Name and Principal Position
|
|
Year
|
|
Salary
(2)
($)
|
|
|
Stock Awards
(3)
($)
|
|
|
Stock Options
(4)
($)
|
|
|
Non-Equity Incentive Compensation Plan
(5)
($)
|
|
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
(6)
($)
|
|
|
All Other Compensation
(7)
($)
|
|
|
Total($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Greg C. Garland, Chief Executive Officer
(1)
|
|
2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Kevin J. Mitchell, Vice President and Chief Financial Officer
(1)
|
|
2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Tim G. Taylor,
President
(1)
|
|
2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Chukwuemeka A. Oyolu, Vice President and Controller
(1)
|
|
2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
J.T. (Tom) Liberti,
Vice President and Chief Operating Officer
|
|
2017
|
|
364,604
|
|
|
424,707
|
|
|
144,160
|
|
|
236,993
|
|
|
297,439
|
|
|
25,522
|
|
|
1,493,425
|
|
|
|
2016
|
|
354,136
|
|
|
451,672
|
|
|
138,498
|
|
|
239,042
|
|
|
354,369
|
|
|
26,440
|
|
|
1,564,157
|
|
|
|
2015
|
|
334,536
|
|
|
439,789
|
|
|
126,228
|
|
|
307,355
|
|
|
385,851
|
|
|
35,054
|
|
|
1,628,813
|
|
|
|
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
(2)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
(3)
|
|
All Other Stock Awards: Number of Shares of Stock or Units (#)
|
|
|
All Other Option Awards: Number of Securities Underlying Options(#)
|
|
|
Exercise or Base Price of Option Awards($/sh)
|
|
|
Grant Date Fair Value of Stock and Option Awards
(4)
($)
|
|
||||||||||||||
Name
|
|
Grant Date
(1)
|
|
Threshold($)
|
|
|
Target($)
|
|
|
Maximum($)
|
|
|
Threshold(#)
|
|
|
Target (#)
|
|
|
Maximum(#)
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mr. Liberti
|
|
|
|
—
|
|
|
182,302
|
|
|
455,755
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/7/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,817
|
|
|
—
|
|
|
—
|
|
|
142,589
|
|
|
|
2/7/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,595
|
|
|
7,190
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
282,118
|
|
|
|
2/7/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,500
|
|
|
78.475
|
|
|
144,160
|
|
Name
|
|
Grant Date
(1)
|
|
Option Awards
(2)
|
|
Stock Awards
|
|||||||||||||
|
|
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(3)
(#)
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable(#)
|
|
Option
Exercise
Price($)
|
|
Option Expiration Date
|
|
Number
of Shares
or Units
of Stock
That Have
Not Vested
(4)
(#)
|
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested($)
|
|
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($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Mr. Liberti
|
|
2/7/2013
|
|
5,000
|
|
—
|
|
62.170
|
|
2/7/2023
|
|
|
|
|
|
||||
|
|
2/6/2014
|
|
6,400
|
|
—
|
|
72.255
|
|
2/6/2024
|
|
|
|
|
|
||||
|
|
2/3/2015
|
|
4,466
|
|
2,234
|
|
74.135
|
|
2/3/2025
|
|
|
|
|
|
||||
|
|
2/2/2016
|
|
2,733
|
|
5,467
|
|
78.620
|
|
2/2/2026
|
|
|
|
|
|
||||
|
|
2/7/2017
|
|
—
|
|
8,500
|
|
78.475
|
|
2/7/2027
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
38,278
|
|
3,871,820
|
|
7,497
|
|
758,322
|
|
|
|
Option Awards
|
|
Stock Awards
(1)
|
||||||||
Name
|
|
Number of Shares Acquired on Exercise(#)
|
|
|
Value Realized on Exercise($)
|
|
|
Number of Shares Acquired on Vesting(#)
|
|
|
Value Realized on Vesting($)
|
|
|
|
|
|
|
|
|
|
|
||||
Mr. Liberti
|
|
21,749
|
|
|
1,293,869
|
|
|
10,410
|
|
|
932,281
|
|
Name
|
|
Plan Name
|
|
Number of Years Credited Service
(1)
(#)
|
|
|
Present Value of Accumulated
Benefit
(2)
($)
|
|
|
Payments During Last Fiscal Year($)
|
|
|
|
|
|
|
|
|
|
|
|||
Mr. Liberti
|
|
Phillips 66 Retirement Plan—Title 1
|
|
17
|
|
|
937,729
|
|
|
—
|
|
|
|
Phillips 66 Key Employee Supplemental Retirement Plan
(3)
|
|
—
|
|
|
1,441,858
|
|
|
—
|
|
|
|
Phillips 66 Supplemental Executive Retirement Plan
|
|
—
|
|
|
1,246,377
|
|
|
—
|
|
Name
|
|
Beginning Balance($)
|
|
|
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)
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Mr. Liberti
(1)
|
|
43,939
|
|
|
—
|
|
|
6,622
|
|
|
6,370
|
|
|
—
|
|
|
56,931
|
|
Executive Benefits and Payments Upon Termination
|
|
Involuntary Not-for-Cause Termination (Not CIC)($)
|
|
|
Involuntary or Good Reason for Termination (CIC)($)
|
|
|
Death($)
|
|
|
Disability($)
|
|
|
|
|
|
|
|
|
|
|
||||
Severance payment
|
|
1,173,072
|
|
|
1,744,253
|
|
|
—
|
|
|
—
|
|
Accelerated equity
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Life insurance
|
|
—
|
|
|
—
|
|
|
366,240
|
|
|
—
|
|
|
|
1,173,072
|
|
|
1,744,253
|
|
|
366,240
|
|
|
—
|
|
Name
|
|
Fees
Earned
or Paid
in Cash
(1)
($)
|
|
|
Unit
Awards
(2)
($)
|
|
|
Option
Awards($)
|
|
|
Non-Equity
Incentive Plan
Compensation($)
|
|
|
Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings($)
|
|
|
All Other
Compensation
(3)
($)
|
|
|
Total($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
P.D. (David) Bairrington
|
|
80,000
|
|
|
80,036
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160,036
|
|
Mark A. Haney
|
|
85,000
|
|
|
80,036
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
165,036
|
|
Joseph W. O’Toole
|
|
85,000
|
|
|
80,036
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
165,036
|
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan Category
|
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
(1)
|
|
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(3)
|
|
|
Number of Securities
Remaining Available for
Future Issuance
Under Equity Compensation Plans
(Excluding Securities Reflected in Column (a))
|
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
Equity compensation plans approved by security holders
|
|
9,818
|
|
(2)
|
$
|
—
|
|
|
2,481,651
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
9,818
|
|
|
$
|
—
|
|
|
2,481,651
|
|
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
|
|
68,760,137
|
|
|
56.6
|
%
|
|
Tortoise Capital Advisors, L.L.C.
(2)
11550 Ash Street
Suite 300
Leawood, KS 66211
|
|
7,690,299
|
|
|
6.3
|
%
|
|
Name of Beneficial Owner
*
|
|
Common Units Beneficially Owned
|
|
|
Percentage of Common Units Beneficially Owned
|
|
NEOs and Directors
|
|
|
|
|
|
|
Greg C. Garland
|
|
35,000
|
|
|
**
|
|
Kevin J. Mitchell
|
|
—
|
|
|
**
|
|
J.T. (Tom) Liberti
|
|
37,496
|
|
|
**
|
|
Tim G. Taylor
(1)
|
|
55,000
|
|
|
**
|
|
Robert A. Herman
|
|
25,000
|
|
|
**
|
|
Timothy D. Roberts
|
|
—
|
|
|
**
|
|
Chukwuemeka A. Oyolu
|
|
5,000
|
|
|
**
|
|
Joseph W. O’Toole
|
|
25,000
|
|
|
**
|
|
Mark A. Haney
|
|
28,000
|
|
|
**
|
|
P.D. (David) Bairrington
|
|
10,000
|
|
|
**
|
|
All Directors and Executive Officers as a Group (10 Persons)
|
|
220,496
|
|
|
**
|
|
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
|
|
226,340
|
|
|
483,918
|
|
|
645,161
|
|
|
**
|
|
Kevin J. Mitchell
|
|
34,220
|
|
|
24,538
|
|
|
40,999
|
|
|
**
|
|
J.T. (Tom) Liberti
|
|
14,870
|
|
|
38,007
|
|
|
26,399
|
|
|
**
|
|
Tim G. Taylor
(3)
|
|
73,761
|
|
|
128,003
|
|
|
176,232
|
|
|
**
|
|
Robert A. Herman
|
|
26,905
|
|
|
67,081
|
|
|
124,066
|
|
|
**
|
|
Timothy D. Roberts
|
|
—
|
|
|
18,860
|
|
|
19,699
|
|
|
**
|
|
Chukwuemeka A. Oyolu
|
|
2,928
|
|
|
25,350
|
|
|
17,599
|
|
|
**
|
|
Joseph W. O’Toole
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Mark A. Haney
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
P.D. (David) Bairrington
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
All Directors and Executive Officers as a Group (10 Persons)
|
|
379,024
|
|
|
785,757
|
|
|
1,050,155
|
|
|
**
|
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Operational Stage
|
|
|
Distributions of available cash 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.
|
Payments to our General Partner and its affiliates
|
|
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.
|
(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.
|
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.
|
|
|
|
|
3.
|
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.
|
Exhibit
Number |
|
Exhibit Description
|
Form
|
Exhibit Number
|
Filing Date
|
SEC File No.
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
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.
|
|
|
PHILLIPS 66 PARTNERS LP
|
|
|
|
|
|
By: Phillips 66 Partners GP LLC, its general partner
|
|
|
|
Date:
|
February 23, 2018
|
/s/ Greg C. Garland
|
|
|
Greg C. Garland
Chairman of the Board of Directors
and Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
|
|
|
|
|
|
/s/ Greg C. Garland
|
|
Chairman of the Board of Directors
|
Greg C. Garland
|
|
and Chief Executive Officer
|
|
|
(Principal executive officer)
|
|
|
Phillips 66 Partners GP LLC
|
|
|
|
|
|
|
/s/ Kevin J. Mitchell
|
|
Director, Vice President
|
Kevin J. Mitchell
|
|
and Chief Financial Officer
|
|
|
(Principal financial officer)
|
|
|
Phillips 66 Partners GP LLC
|
|
|
|
|
|
|
/s/ Chukwuemeka A. Oyolu
|
|
Vice President and Controller
|
Chukwuemeka A. Oyolu
|
|
(Principal accounting officer)
|
|
|
Phillips 66 Partners GP LLC
|
|
|
|
|
|
|
/s/ P.D. Bairrington
|
|
Director
|
P.D. (David) Bairrington
|
|
Phillips 66 Partners GP LLC
|
|
|
|
|
|
|
/s/ Mark A. Haney
|
|
Director
|
Mark A. Haney
|
|
Phillips 66 Partners GP LLC
|
|
|
|
|
|
|
/s/ Robert A. Herman
|
|
Director
|
Robert A. Herman
|
|
Phillips 66 Partners GP LLC
|
|
|
|
|
|
|
/s/ Joseph W. O’Toole
|
|
Director
|
Joseph W. O’Toole
|
|
Phillips 66 Partners GP LLC
|
|
|
|
|
|
|
/s/ Timothy D. Roberts
|
|
Director
|
Timothy D. Roberts
|
|
Phillips 66 Partners GP LLC
|
|
|
|
1 Year Phillips 66 Partners Chart |
1 Month Phillips 66 Partners Chart |
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