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Related Party Transactions
12 Months Ended
Dec. 31, 2018
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
Related party transactions include transactions with SPLC and Shell, including those entities in which Shell has an ownership interest but does not have control.
Acquisition Agreements 
Refer to Note 4 — Acquisitions and Divestiture for a description of applicable agreements.
Omnibus Agreement
On November 3, 2014, we entered into an Omnibus Agreement with SPLC and our general partner concerning our payment of an annual general and administrative services fee to SPLC as well as our reimbursement of certain costs incurred by SPLC on our behalf. This agreement addresses the following matters:

our payment of an annual general and administrative fee of $8.5 million for the provision of certain services by SPLC;
our obligation to reimburse SPLC for certain direct or allocated costs and expenses incurred by SPLC on our behalf;
our obligation to reimburse SPLC for all expenses incurred by SPLC as a result of us becoming and continuing as a publicly traded entity; we will reimburse our general partner for these expenses to the extent the fees relating to such services are not included in the general and administrative fee; and
the granting of a license from Shell to us with respect to the use of certain Shell trademarks and trade names.

Under the Omnibus Agreement, SPLC indemnified us against certain enumerated risks. Of those two indemnity obligations, one expired in 2017 and one remains. Under the remaining indemnification, SPLC agreed to indemnify us against tax liabilities relating to our initial assets that are identified prior to the date that is 60 days after the expiration of the statute of limitations applicable to such liabilities. This obligation has no threshold or cap. We in turn agreed to indemnify SPLC against events and conditions associated with the ownership or operation of our initial assets (other than any liabilities against which SPLC is specifically required to indemnify us as described above).
During 2018 and 2017, neither we nor SPLC made any claims for indemnification under the Omnibus Agreement. On February 19, 2019, we, our general partner, SPLC, Shell Midstream Operating LLC and Shell Oil Company terminated the Omnibus Agreement effective as of February 1, 2019, and we, our general partner, SPLC and Shell Midstream Operating LLC entered into a new Omnibus Agreement effective February 1, 2019. In addition, we, our general partner and SPLC entered into a Trade Marks License Agreement with Shell Trademark Management Inc. effective as of February 1, 2019. Refer to Note 15 — Subsequent Events for additional information.
Tax Sharing Agreement
We have entered into a tax sharing agreement with Shell. Pursuant to this agreement, we have agreed to reimburse Shell for state and local income and franchise taxes attributable to any activity of our operating subsidiaries, and reported on Shell’s state or local income or franchise tax returns filed on a combined or unitary basis. Reimbursements under this agreement equal the amount of tax our applicable operating subsidiaries would be required to pay with respect to such activity, if such subsidiaries were to file a combined or unitary tax return separate from Shell. Shell will compute and invoice us for the tax reimbursement amount within 15 days of Shell filing its combined or unitary tax return on which such activity is included. We may be required to make prepayments toward the tax reimbursement amount to the extent that Shell is required to make estimated tax payments during the relevant tax year. The tax sharing agreement currently in place is effective for all taxable periods ending on or after December 31, 2017. The current agreement replaced a similar tax sharing agreement between Zydeco and Shell, which was effective for all tax periods ending before December 31, 2017. Reimbursements for tax years ended December 31, 2018, 2017 and 2016 were not material to our consolidated statements of income.      
Other Agreements
In connection with the Initial Public Offering (“IPO”) and our acquisitions from Shell, we have entered into several customary agreements with SPLC and Shell. These agreements include pipeline operating agreements, reimbursement agreements and services agreements.
Pecten Contribution Agreement
Maintenance expense and capital expenditures for certain projects associated with the Lockport Terminal have been incurred. Under the Pecten Contribution Agreement entered into in connection with the acquisition in November 2015, SPLC has agreed to reimburse us for the maintenance expense and capital expenditures related to these projects. During 2018 and 2017, we recognized no reimbursement as other contributions from Parent, and in 2016 we recognized $1.6 million for these reimbursements as other contributions from Parent.
Operating Agreements
In connection with the formation of Pecten on October 1, 2015, Pecten entered into an operating and administrative management agreement with SPLC. Pursuant to this agreement, SPLC performs physical operations and maintenance services for Lockport and Auger and provides general and administrative services for Pecten. Pecten is required to reimburse SPLC for costs and expenses incurred in connection with such services. Also pursuant to the agreement, SPLC and Pecten agree to standard indemnifications as operator and asset owner, respectively.

In connection with the May 2017 Acquisition, on May 10, 2017, SPLC entered into an operating and administrative management agreement with Sand Dollar. Sand Dollar is allocated and required to reimburse SPLC for certain costs in connection with the services provided pursuant to the agreement. Also pursuant to the agreement, SPLC and Sand Dollar agree to standard indemnifications as operator and asset owner, respectively.

On December 1, 2017, our general partner, SPLC and Triton entered into an operating and administrative management agreement. Our general partner provides certain operational and support services pursuant to the agreement. The necessary personnel are employed by SPLC and are assigned to our general partner. Triton West is allocated certain costs by the general partner in connection with the services provided pursuant to the agreement. Our general partner reimburses SPLC for certain costs related to the assigned personnel. Our general partner, SPLC and Triton West each provide standard indemnifications as operator, employer and asset owner, respectively.

In connection with the December 2017 Acquisition, we were assigned an operating agreement for Odyssey, whereby SPLC performs physical operations and maintenance services and provides general and administrative services for Odyssey. Odyssey is required to reimburse SPLC for costs and expenses incurred in connection with such services. Also pursuant to the agreement, SPLC and Odyssey agree to standard indemnifications as operator and asset owner, respectively.
Partnership Agreement
On December 21, 2018, we executed Amendment No. 2 (the “Second Amendment”) to the Partnership’s First Amended and Restated Agreement of Limited Partnership dated November 3, 2014. Under the Second Amendment, our sponsor agreed to waive $50.0 million of distributions in 2019 by agreeing to reduce distributions to holders of the incentive distribution rights by: (1) $17.0 million for the three months ending March 31, 2019, (2) $17.0 million for the three months ending June 30, 2019 and (3) $16.0 million for the three months ending September 30, 2019.
Noncontrolling Interests
For Zydeco, noncontrolling interest consists of SPLC’s 7.5% retained ownership interest as of December 31, 2018, 2017 and 2016. For Odyssey, noncontrolling interest consists of GEL Offshore Pipeline LLC’s (“GEL”) 29.0% retained ownership interest as of December 31, 2018, 2017 and 2016.
Other Related Party Balances
Other related party balances consist of the following:  
December 31, 
2018 2017 
Accounts receivable $28.7 $23.8 
Prepaid expenses 14.9 11.9 
Other assets 2.5 1.7 
Accounts payable (1)
8.9 11.6 
Deferred revenue 2.6 13.9 
Accrued liabilities (2)
15.7 7.2 
Debt payable (3)
2,090.7 1,844.0 
(1) Accounts payable reflects amounts owed to SPLC for reimbursement of third-party expenses incurred by SPLC for our benefit.
(2) As of December 31, 2018, Accrued liabilities reflects $14.3 million accrued interest and $1.4 million other accrued liabilities. As of December 31, 2017, Accrued liabilities reflects $6.6 million accrued interest and $0.6 million other accrued liabilities.
(3) Debt payable reflects borrowings outstanding net of unamortized debt issuance costs of $3.3 million and $2.9 million as of December 31, 2018 and 2017, respectively.
Related Party Credit Facilities
We have entered into four credit facilities with STCW: the Seven Year Fixed Facility, the Five Year Revolver due July 2023, the Five Year Revolver due December 2022 and the Five Year Fixed Facility. Zydeco has also entered into the Zydeco Revolver with STCW. See Note 9 – Related Party Debt for definitions and additional information regarding these credit facilities.
Related Party Revenues and Expenses
We provide crude oil transportation, terminaling and storage services to related parties under long-term contracts. We entered into these contracts in the normal course of our business. Our transportation, terminaling and storage services revenue and lease revenue from related parties for 2018, 2017 and 2016 is disclosed in Note 3 – Revenue Recognition.

In 2018, 2017 and 2016, we converted excess allowance oil to cash through sales to affiliates of Shell of $3.2 million, $1.3 million and $1.3 million, respectively. In 2018, upon the adoption of the new revenue standard, we include the revenue in Product revenue – related parties and the cost in Cost of product sold – related parties. In 2017 and 2016, we included net gains/(losses) from such sales in Operations and maintenance – related parties.
The majority of our insurance coverage is provided by a wholly owned subsidiary of Shell with the remaining coverage provided by third-party insurers. The related party portion of insurance expense, which is included within Operations and maintenance – related parties, for 2018, 2017 and 2016 was $15.2 million, $8.0 million and $5.9 million, respectively.
The following table shows related party expenses, including personnel costs described above, incurred by Shell and SPLC on our behalf that are reflected in the accompanying consolidated statements of income for the indicated periods:
 
2018 2017 2016 
Operations and maintenance – related parties $54.4 $45.6 $40.0 
General and administrative – related parties  51.7 47.7 43.7 

For a discussion of services performed by Shell on our behalf, see Note 1 – Description of the Business and Basis of Presentation – Basis of Presentation. Pursuant to various operating and administrative management agreements, we are allocated indirect operating and general corporate expenses from Shell. Our allocated share of operating expenses, which are included within Operations and maintenance – related parties for 2018, 2017 and 2016, were $15.1 million, $17.1 million and $15.9 million, respectively. Additionally, our allocated share of general corporate expenses, which are included within General and administrative – related parties for 2018, 2017 and 2016, were $32.9 million, $26.3 million and $24.0 million, respectively. Included in General and administrative – related parties are $8.5 million, $8.1 million and $7.7 million, respectively, under the Management Agreement and $8.5 million, $8.5 million and $8.5 million, respectively, under the Omnibus Agreement.
In November 2017, the Enchilada platform in Garden Banks Block 128 experienced a fire that resulted in the shut-in of all production flowing through Auger. As a result, we filed a claim under our related party business continuity insurance and expect to partially recover losses occurring 60 days or more after the incident. Under this claim we received $6.5 million in 2018 and recorded it in Other income in our consolidated statements of income.
Pension and Retirement Savings Plans
Employees who directly or indirectly support our operations participate in the pension, postretirement health and life insurance, and defined contribution benefit plans sponsored by Shell, which include other Shell subsidiaries. Our share of pension and postretirement health and life insurance costs for 2018, 2017 and 2016 was $6.3 million, $4.3 million and $5.1 million, respectively. Our share of defined contribution benefit plan costs for 2018, 2017 and 2016 was $2.5 million, $1.7 million and $2.0 million, respectively. Pension and defined contribution benefit plan expenses are included in either General and administrative – related parties or Operations and maintenance – related parties in the accompanying consolidated statements of income, depending on the nature of the employee’s role in our operations.
Share-based Compensation
Certain SPLC and Shell employees supporting our operations as well as other Shell operations were historically granted awards under the Performance Share Plan (“PSP”), Shell’s incentive compensation program. Share-based compensation expense is included in General and administrative – related parties in the accompanying consolidated statements of income. These costs for 2018, 2017 and 2016 were immaterial.
Equity and Other Investments
We have equity and other investments in entities, including Colonial and Explorer, in which SPLC also owns interests. In some cases we may be required to make capital contributions or other payments to these entities.  See Note 6 – Equity Method Investments for additional details.
Reimbursements from Our General Partner
The following table reflects reimbursements from our Parent in 2018, 2017 and 2016:
2018 2017 2016 
Cash received (1)
$11.7 $15.8 $2.8 
Changes in receivable from Parent (2)
(0.3)0.3 0.2 
Total reimbursements (3)
$11.4 $16.1 $3.0 
(1) These reimbursements are included in Other contributions from Parent in the accompanying consolidated statements of cash flows.
(2) These reimbursements are included in Other non-cash contributions from Parent in the accompanying supplemental cash flow information.
(3) These reimbursements are included in Other contributions from Parent in the accompanying consolidated statements of (deficit) equity and are exclusive of the $2.0 million for 2018 related to contributions from Parent.

In 2018, 2017 and 2016, we filed claims for reimbursement from our Parent of $11.4 million, $16.1 million and $3.0 million, respectively. This reflects our proportionate share of Zydeco directional drill project costs and expenses of $11.4 million, $14.4 million and $1.4 million, respectively. Additionally, in 2017 this included reimbursement for the Refinery Gas Pipeline gas to
butane service connection project of $1.7 million and in 2016 this included $1.6 million of reimbursement of costs and expenses incurred by Lockport for the storm water improvement and tank repair projects.