Welcome to the Second Quarter 2019 Phillips 66 Partners Earnings Conference Call. My name is Julie, and I will be your operator for today's call. [Operator Instructions]. Please note that this conference is being recorded. I will now turn the call over to Jeff Dietert, Vice President, Investor Relations. Jeff, you may begin.

Good afternoon, and welcome to the Phillips 66 Partners Second Quarter Earnings Conference Call. Participants on today's call will include Kevin Mitchell, Vice President and CFO; Tim Roberts, Vice President Operations; and Rosy Zuklic, Vice President and Chief Financial -- Operating Officer, excuse me. The presentation materials we will be using during the call can be found on the Events section of the Phillips 66 Partners website, along with supplemental financial and operating information. Slide 2 contains our safe harbor statement. It is a reminder that we will be making forward-looking statements during the presentation and our Q&A session. Actual results may differ materially from what we present today. Factors that could cause actual results to differ are included here as well as in our SEC filings. With that, I'll turn it over to Kevin Mitchell.

Thank you, Jeff, and good afternoon, everyone. This morning, we announced an agreement to eliminate our general partners incentive distribution rights. This transaction further reinforces PSXP as a premier MLP with a lower cost of capital and the simplified structure. PSXP is well positioned with a strong balance sheet and robust portfolio of growth opportunities. I will cover the transaction in more detail later in the presentation. Our Board of Directors recently approved a second quarter distribution of $0.855 per common unit, an increase of $0.01 from the previous quarter, and 14% higher than the second quarter 2018 cash distribution. We have increased the distribution every quarter since the July 2013 IPO. We remain committed to delivering a competitive and growing distribution, while maintaining strong coverage and leverage ratios. Moving on to Slide 4 to discuss financial results. The partnership reported second quarter earnings of $233 million. Adjusted EBITDA during the quarter was a record $319 million, an increase of $38 million from the first quarter. The improvement reflects higher volumes on the Explorer, Bakken and Bayou Bridge joint venture pipelines. In addition, volumes on our wholly owned pipeline and terminals increased due to high utilization at refineries operated by Phillips 66. Second quarter distributable cash flow was $254 million, an increase of $28 million from the prior quarter, primarily due to higher earnings. Slide 5 highlights our financial flexibility and liquidity. We ended the second quarter with $130 million of cash and $749 million available under our revolving credit facility. The debt-to-EBITDA ratio on the revolver covenant basis was 2.8x. Our distribution coverage ratio was 1.44x. Long term, we're targeting leverage of up to 3.5x and distribution coverage over 1.2x. The partnership continues to advance its major projects. In the second quarter, organic growth capital was $102 million. This included spend for the Clemens Caverns expansion, a new isomerization unit at the Phillips 66 Lake Charles Refinery and the Clemens to Gregory ethane pipeline. During the quarter, the Gray Oak JV secured $1.3 billion of project financing for the pipeline construction. Starting with a second quarter, capital spend for this project will be largely funded through this secured financing. Switching topics now to discuss the IDR elimination transaction, which starts on Slide 6. The elimination of IDRs improves our cost of capital and simplifies our structure. The transaction further aligns the LP and Phillips 66 economic interests. Given the partnership's robust growth profile, high distribution coverage and solid financial position we believe the transactions are attractive for both our LP unitholders and our general partner. The lower cost of capital enhances PSXP's ability to grow through organic projects, drop-downs and third party acquisitions. Looking ahead, the partnership maintains strong fundamentals and our commitment to unitholders is unchanged. Slide 7 provides the details of the IDR transaction. When the transaction closes, PSXP will issue $101 million common units to Phillips 66 in exchange for the elimination of the IDRs and the GP economic interest. Phillips 66 will own approximately 75% of PSXP's outstanding common units. This transaction value is approximately $5.4 billion. This is based on a July 25 closing price and represents a 16.7x multiple of forecasted 2020 GP distributions. The transaction is accretive to DCF on a per unit basis by the fourth quarter of 2020. The transaction is expected to close on August 1, 2019. I'll now turn it over to Rosy to provide an update on our growth projects.

Thanks, Kevin, and hello, everyone. Slide 8 lists the projects we have ongoing, I'll only touch on a few updates. We're continuing to construct the Gray Oak Pipeline. We have received all major permits and acquired 100% of right-of-way. Approximately, 80% of the pipe has been installed and all 17 tanks are at cell height. The project remains on track to start up in the fourth quarter of this year. New to the slide this quarter is the C2G Pipeline, this is a 16-inch ethane pipeline that will run from the Clemens Caverns in Sweeney, Texas to Gregory, Texas. The C2G Pipeline will serve petrochemical customers in the Corpus Christi area. The pipeline will have 240,000 barrels per day of capacity and is expected to be completed in mid-2021. During the quarter, we completed construction of the Lake Charles product pipeline that connects storage at the Phillips 66 Lake Charles Refinery to the Clifton Ridge Marine Terminal. The connection to the terminal will provide the refinery an outlet to competitively place its product in the market. The terminal will have up to 50,000 barrels per day of product export capacity. This last week, Phillips 66 exported its first high sulfur diesel cargo from this facility. We have a long-term agreement with Phillips 66 that includes minimum volume commitments for the pipeline and marine dock. And earlier this month, the Lake Charles isomerization unit reached mechanical completion and is expected to ramp up to full production in the third quarter. The project was completed on schedule and below budget. This concludes our prepared remarks. We will now open the line for questions.

[Operator Instructions]. Elvira Scotto from RBC Capital Markets. Please go ahead. Your line is open.

I bet you're glad this is probably the last quarter you'll get the IDR questions. So just starting with that. Can you walk through the rationale for the structure of the IDR elimination, specifically, given the multiple paid on the GP cash flows, absent on drop-down, we can't get to accretive in 4Q 2020, or really any time, kind of beyond that. So my question is really why not do a drop-down acquisition in conjunction with the IDR elimination?

Elvira, this is Kevin. Either we -- as we modeled this transaction, we did consider doing a drop-down in conjunction with it. And actually on our mac, we couldn't get to the sort of, big bang combination transaction as really providing any incremental benefit over the simplicity and transparency of doing a straight up IDR conversion the way we have done it. Now what's important to remember is the MLP continues to have a significant growth profile ahead of it in terms of the organic projects that are underway. So there's pretty clear line of sight to EBITDA growth through 2020 and into 2021. And in an addition, you think about what's going on at the PSX level in the Midstream business with the assets that are there today, and the ongoing investment and projects that are taking place at the PSX level, they're still a long runway of potential growth beyond just the organic projects that's a significant growth coming. But later on the -- what's going on at the PSX level, there's a lot of line of sight to potential growth that will come to the PSXP.

So can you just maybe walk us through how you get to accretive for Q 2020? Just what are the different things we need to consider to get to this?

Yes. So as you think about what's going to drive some of that is we look at Q 2020, so you've got the underlying growth in the MLP, right? So just in simple EBITDA terms, taking this quarter annualized here, $1.3 billion EBITDA rate, we've got new projects coming on this quarter, third quarter, fourth quarter and then more in 2020 and right through into 2021 with just newly announced C2G Pipeline. So you've got significant growth at the -- in aggregate at the MLP level and then you think about the different drivers as you look at that calculation in terms of distribution growth, issuance of units, which can come in many form, so drop-down assumptions can drive unit issuance, ATM, the potential for equity market issuance, not that we really had any plans to go do anything like that, but all of those will drive the -- will impact the calculation as you walk through that.

Okay. And then just the last one from me is, now that you've eliminated the IDRs here at PSXP, just what's the strategic views on developing Midstream projects at the PSX level versus the PSXP level? Like, Red Oak and Liberty for instance?

Yes. So I think that our views on that have not changed. As you step back and think about we've -- at the MLP, we've sort of consistently been doing really as much as we can reasonably absorb at the MLP from an organic capital standpoint, while keeping the balance sheet in a comfortable place, the way we like it, and not being dependent on having to go to equity markets that really aren't available, not over levering the balance sheet. And there's no reason to assume that, that will change. So while it's a decision of the sponsor where the projects like, if and when projects like Red Oak Liberty come into the MLP, the sort of decision criteria around that will be just the same as they were previously.

Okay. Sorry, just one last from me and then I'll hop off. But -- now that post IDR elimination, PSX is going to own 75% of PSXP units outstanding, if you were to do a drop-down, and if the MLP equity markets just aren't amenable, I mean would you issue even more units to PSX and theoretically, push that ownership up even higher?

Yes. I mean in theory, you could. It's -- the nice thing is there's still plenty of debt capacity available at the MLP. Typically, in a drop-down transaction there's always going to be a minimum number of units that are issued back to PSX, but because you're impacting any issuance is impacting the numerator and the denominator when you're at 75%, you actually have to do a lot to really move that percentage by much, right? So it's not something we're concerned with at this point.

Spiro Dounis from Crédit Suisse. Please go ahead. Your line is open.

Sticking with the IDRs here and with them basically behind you at this point. Just curious where you stand on the potential to check the box at some point and go 1099 potentially, open up the investor pool here, especially, if you're going into a stronger position here, we can maybe grow a little bit faster and get more enhanced returns, so if that's something that's of interest to you now?

Yes, Spiro, it's Kevin again. It's something we would consider, but for the time being, as we've looked to it, to date, hasn't been a compelling reason for us to go down that path. The nice thing is, for as long as we, as having not done it, it's an option that's out there for us. So it's something we can consider, but hasn't been a priority so far.

Okay. That's fair. And then just thinking about financing some of this growth going forward and maybe forgetting about equity issuances and things like that. Obviously, there's public, private arb is, is still pretty wide here and you guys have a pretty interesting projects sleeve, most of which you still wholly own. So just curious if there's any appetite or interest you're seeing to maybe joint venture some of these projects that you got there like C2G?

You could, but it really depends on what your joint venture partner -- what the joint venture partner would bring to the table on a project like that. So what we don't want to do is just give up economic value and just for the sake of selling down our ownership interest, there needs to be more to it than that, so you've got to think there's an overall win for PSXP in a transaction like that.

Okay. Fair enough. Last one is a cleanup one. I know you're not providing any sort of specific distribution guidance here, but just following the IDR removal, any reason to expect, may be a change in the quarterly increase pace or slow down or speed up for the remainder of 2019?

Well, you're right. We're not giving distribution guidance other than expect to remain competitive top quartile level, but the one comment I would make is with IDRs out of the way, once you get to sort of mid-to late 2020, the PSXP has the ability to increase the distribution at a faster pace than it could, with IDRs in place. And so once you get past a year or so, you have the potential to do that. Now whether we choose to do that or not is another matter and there'll be a lot of factors that go into that, but we're very well positioned for continued distribution growth.

Justin Jenkins from Raymond James. Please go ahead. Your line is open.

I guess just a couple of quick operational ones from me. Thinking through here with the Lake Charles isom being in completion here in July. Any ramp in terms of the contract of nature of the cash flow there? Is that all pretty much coming in day 1 for PSXP?

Justin, this is Rosy. I will say that from a modeling perspective, you probably don't see anything until the fourth quarter -- or excuse me, the third quarter for isom.

Perfect. And then thinking through, I guess similar line of questions for Bayou Bridge...

Oh, I'm sorry, I said -- I was right the first time, it is the fourth quarter, I was thinking about the Lake Charles pipeline, yes -- sorry.

Got it. And same type of question here, I guess on Bayou Bridge, is thinking through probably only a month or two of earnings flowing through in, in 2Q, should we think of same type of ramp profile for Bayou Bridge expansion?

Right. The Phase 2 Bayou Bridge, we only saw two months in the second quarter, that's right so you would see an improvement in the third quarter.

Barrett Blaschke from MUFG Securities. Please go ahead. Your line is open.

Is there a comfort level that PSX has in terms of the percentage of the LP, calm in it and willing to hold at this point? I mean 75% is relatively high. Any plans there?

Barrett, it's Kevin. That question, it really is a PSX question and it came up this morning on the PSX call. And the answer is really that's we're not -- our decision making is not driven around a targeted ownership percentage, it's really about as PSX whether executes on its growth strategy in Midstream and the PSXP is an integral part of that. And there'll be various factors, we'll determine where that unit percentage ownership sits. But there's no target level specifically, around that.

Okay. And then just one other thing is I'm looking at the multiple on the elimination, it was 15.8x, $5.2 billion value, so that gets me to about $330 million as in assumed cash flow to GP in 2020. Would that imply that you would have a faster rate of distribution growth in that year based on those numbers, pre transaction?

Well, what I do is, yes, take you back to those comments I made a little earlier that there are several factors that we'll determine in the IDR structure that will it determine what the IDR distribution would be. And so the distribution growth is one of them and that's a very important one and a significant one, but you also think about other things that can be happening around the LP units. So ATM program, any drop-down would take back units or any other form of a unit issuance will also impact that. And the other one is the preferreds that are outstanding, a conversion of the preferreds would impact that as well. So several moving parts that will get you to that final member.

Christine Cho from Barclays. Please go ahead. Your line is open.

If we're to look at PSXP, if we were to assume the IDRs weren't restructured and then we look at this new PSXP. Are you assuming this new PSXP could do more projects and spend more money than if you weren't to have done this transaction? Now that your cost of capital is lower?

I think that's a reasonable assumption, Christine. One of the key advantages of having the IDRs out of the picture is that your cost of equity no longer has that drag from an LP holder standpoint, no longer has that drag, so that does make the MLP better positioned to execute on projects.

Okay. And then if we're to look at the assumptions for this, the timing of this accretion mass as well. It sounds like if the -- like growth assumptions are different then the equity assumptions should also -- could theoretically, also be different in the two scenarios?

Yes. In theory, yes.

Jeremy Tonet from JPMorgan. Please go ahead. Your line is open.

Just wanted to go to the results here -- were better than we expected on the JV one equity earnings line came in pretty strong. I'm wondering if you could talk to some of the drivers there as well as kind of, if this is a good run rate? Or if there's more capacity that could be squeezed out? Or how should we think about this particularly I guess, given that we knew Bayou Bridge was going to be coming online?

Sure, Jeremy, this is Rosy. So we had three JVs that really contributed to the earnings this quarter, probably the strongest contributor actually came from Explorer. So seasonally, the second quarter and the third quarter tend to be stronger quarters for Explorer, as you think about products moving up to the Midwest during the second quarter specifically, there was more pull from -- on Explorer as more products got pulled up due to some refinery outages in the area. Bayou Bridge was actually, probably the second most just simply from the fact that you saw Phase 2 coming online and then I'm thinking about it just kind of relative compared to the first quarter, Bayou Bridge had Phase 2 come online. And so that was the improvement there. The Bakken pipeline was -- had stronger performance relative to the first quarter, but not anything that was astronomical changes, 559,000 barrels per day compared to 543,000 barrels per day, I think, it was in the first quarter. So all three of those pipelines ran really well. I think from a ratability perspective, again, Explorer second quarter, third quarter stronger quarters for that pipeline. Bayou Bridge, you could see that improving in the third quarter because Phase 2 being full production and then Bakken just continues to operate well. Its capacity now at 570,000 barrels per day, probably running somewhere in the 540 to 550 issues is my assumption but really Energy Transfer would probably will be the best one to answer that one.

That's helpful. And just thinking about how you guys sit with the balance sheet now in all the projects that you have on hand, you have good organic slid there, you were chaining a good amount of DCF, just wondering, thoughts on the need for equity or ATM at this point? And does that factor into the IDR elimination process?

Yes. Jeremy, you're right. Balance sheet's in great shape. We have debt capacity. And I think, as you look forward with IDR's behind us, would we issue under the ATM, would we issue equity? We may -- if the markets are there, what we're -- the nice thing is we're now in a position where we have to issue and take a hefty discount on any issuance. And so it just gives more flexibility to the MLP's funding structure going forwards.

Got you. Just a quick housekeeping one. Gray Oak, could you see that landfill had started there? Or not yet because it's not all or when do you expect to start if it's 80% percent complete at this point?

No, it has not started. We just have about $700 million -- 700 miles of the pipeline is actually installed at this point. No, lines wouldn't start sometime probably in the first quarter. So with the line -- or the fourth quarter excuse me, the fourth quarter with the line being completed at that point.

Great. And just one last one, if I could. Clearly, there's been a lot of investor requests to have IDRs eliminated, kind of a big part of the MLP evolution here. I'm just wondering if you thought about other steps, I guess, that investors have talked about with regards to how was compensated moving from PSX to PSXP compensation? Or any other thoughts there, I guess as far as MLP 2.0 evolution here?

Yes. Jeremy, the -- with PSXP, we acknowledge that we are a sponsored vehicle, and so some of those other governance matters that you've seen some changes on MLPs, that's going to be more challenging and probably less likely to see in a sponsored structure like we are. So you still have that. That overall sort of, sponsored nature of PSXP is not going to change.

Ryan Levine from Citi. Please go ahead. Your line is open.

Can you comment on your appetite for strategic third-party acquisitions in light of the IDR restructuring and pro forma financial outlook?

Yes. So as we've talked about, we have a lot of growth ahead of us, both organic at the MLP and there's a lot of activity going on at the PSX level, as well. And so there's no need for us to go down a sort of third party M&A action. However, with IDRs behind us, we do have more flexibility and if the right opportunities were to come along, it's certainly something we could consider. But as always, the third-party opportunities have to compete with the organic as well, and so we look at them from the standpoint of the overall sort of, competitive nature of those opportunities, where they are from return standpoint. How that fits into the overall portfolio, obviously the strategic fit because what we've been building out today has been very strategic in alignment, both within the PSXP portfolio and when you look across the greater PSX portfolio. So it has to be the right sort of industrial logic as well around that. So I think, the reality is that it probably gives us a bit more flexibility to consider third-party acquisitions than we had before, but it's not something we're compared to do.

Are there any specific characterizations that fit the description around strategically rational over the next few years that it's a priority for the portfolio?

You know really, not that we've worked through at this point.

Chris Sighinolfi from Jefferies. Please go ahead. Your line is open.

Kevin, I want to circle back to the earlier questions about the accretion characterization, and I don't mean to belittle the point, but it's helpful to understand your baseline thought process, particularly because we've seen so many of these transactions and every one of them claims accretion, but often there's different assumptions being used in there. So you had mentioned a number of different items that drive IDR cash flow. The coverage, the growth rate, the unit issuance, price conversion. If I think about what you guided us on the last quarter call with regard to 1.2x coverage, leveraged under 3.5x, certainly your target that you're running well south of that. It was no immediate plan for drop-down. We've seen the one quarter -- a one penny per quarter distribution growth and then slide 7, I see, you still haven't assumed that equity conversion. So if I use all that, I guess I share and my colleagues struggle to get the accretion. I'm just wondering if there is any one of those assumptions that was meaningfully different than we understood that it could help address or get us to the same place.

No, not really I mean all of those items will drive the IDR cash flows next year in that structure. Bear in mind that when we've given guidance on both coverage and leverage, we're giving sort of minimums, we're not giving guidance to a number. So coverage is -- of 1.2x is our, we would expect to be north of that. So I wouldn't necessarily hardwire that into your calculations. We have continued to issue -- we've been in the ATM market, when we've blackout periods each quarter for a few weeks, but we have been in the ATM markets. And then we have our own assumptions around what we're going to do on drop-downs, for example, we've never given guidance on any of those kind of transactions. So I think, part of what you're probably struggling with is we just have -- we've never given a lot of specific guidance at all, other than the previous guidance around distribution growth and EBITDA target by the end of 2017. And so I think we're -- those moving parts are in there, they're in our calculation, but you don't have clear line of sight to what our assumptions are. But those are all the factors that will drive it.

Okay. And may be if I could just follow-up on one thing. We saw, for example, and when Marathon eradicated their IDRs, they were guiding at 1.3x coverage ratio, but when they went and calculated for the purposes of IDR eradication, they went to 1.0x full payout. Did you guys do something similar in this approach?

No. No. Definitely not.

We have no further questions at this time. I will now turn the call back over to Jeff.

Thank you, Julie. I would give you a reminder, again, of the November 6 Analyst and Investor Day, and hope to see you there. In the meantime, Brent and I will be available for any follow-up questions. Thank you.

Thank you, ladies and gentlemen. This concludes today's conference. You may now disconnect.