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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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73-1493906
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
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¨
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Accelerated filer
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☐
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Non-accelerated filer
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ý
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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7.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
|
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ETPprC
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New York Stock Exchange
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7.625% Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
|
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ETPprD
|
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New York Stock Exchange
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7.600% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
|
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ETPprE
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New York Stock Exchange
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4.250% Senior Notes due 2023
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ETP 23
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New York Stock Exchange
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5.875% Senior Notes due 2024
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ETP 24
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New York Stock Exchange
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5.500% Senior Notes due 2027
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ETP 27
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New York Stock Exchange
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/d
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per day
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AOCI
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accumulated other comprehensive income (loss)
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BBtu
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billion British thermal units
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Btu
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British thermal unit, an energy measurement used by gas companies to convert the volume of gas used to its heat equivalent, and thus calculate the actual energy used
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CDM
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CDM Resource Management LLC and CDM Environmental & Technical Services LLC, collectively
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Citrus
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Citrus, LLC
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DOJ
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United States Department of Justice
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EPA
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United States Environmental Protection Agency
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ET
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Energy Transfer LP, the parent company of ETO
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ETC Sunoco
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ETC Sunoco Holdings LLC (formerly, Sunoco, Inc.), a wholly-owned subsidiary of ETO
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ETP GP
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Energy Transfer Partners GP, L.P., the general partner of ETO
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ETP LLC
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Energy Transfer Partners, L.L.C., the general partner of ETP GP
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Exchange Act
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Securities Exchange Act of 1934
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FEP
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Fayetteville Express Pipeline LLC
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FERC
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Federal Energy Regulatory Commission
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FGT
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Florida Gas Transmission Company, LLC, a wholly-owned subsidiary of Citrus
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GAAP
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accounting principles generally accepted in the United States of America
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HFOTCO
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Houston Fuel Oil Terminal Company, a wholly-owned subsidiary of ETO, which owns the Houston Terminal
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IDRs
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incentive distribution rights
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Lake Charles LNG
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Lake Charles LNG Company, LLC (previously named Trunkline LNG Company, LLC), a wholly-owned subsidiary of ETO
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LIBOR
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London Interbank Offered Rate
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MBbls
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thousand barrels
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MEP
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Midcontinent Express Pipeline LLC
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MTBE
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methyl tertiary butyl ether
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NGL
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natural gas liquid, such as propane, butane and natural gasoline
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NYMEX
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New York Mercantile Exchange
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OSHA
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federal Occupational Safety and Health Act
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OTC
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over-the-counter
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Panhandle
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Panhandle Eastern Pipe Line Company, LP and its subsidiaries, wholly-owned by ETO
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PES
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Philadelphia Energy Solutions Refining and Marketing LLC, non-controlling interest owned by ETO
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Preferred Unitholders
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Unitholders of the Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series D Preferred Units, Series E Preferred Units, Series F Preferred Units and Series G Preferred Units, collectively
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Regency
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Regency Energy Partners LP, a wholly-owned subsidiary of ETO
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RIGS
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Regency Intrastate Gas System, a wholly-owned subsidiary of ETO
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Rover
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Rover Pipeline LLC, a less than wholly-owned subsidiary of ETO
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SEC
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Securities and Exchange Commission
|
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SemGroup
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SemGroup Corporation
|
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|
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Series A Preferred Units
|
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6.250% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
|
|
|
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Series B Preferred Units
|
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6.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
|
|
|
|
|
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Series C Preferred Units
|
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7.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
|
|
|
|
|
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Series D Preferred Units
|
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7.625% Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
|
|
|
|
|
|
Series E Preferred Units
|
|
7.600% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
|
|
|
|
|
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Series F Preferred Units
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6.750% Series F Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units
|
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|
|
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Series G Preferred Units
|
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7.125% Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units
|
|
|
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SPLP
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Sunoco Pipeline L.P., a wholly-owned subsidiary of ETO
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Sunoco Logistics Operations
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Sunoco Logistics Partners Operations L.P., a wholly-owned subsidiary of ETO
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Sunoco R&M
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Sunoco (R&M), LLC
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Southwest Gas
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Pan Gas Storage LLC (d.b.a. Southwest Gas Storage Company)
|
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Transwestern
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Transwestern Pipeline Company, LLC, a wholly-owned subsidiary of ETO
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Trunkline
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Trunkline Gas Company, LLC, a wholly-owned subsidiary of Panhandle
|
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USAC
|
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USA Compression Partners, LP, a wholly-owned subsidiary of ETO
|
|
|
|
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USAC Preferred Units
|
|
USAC Series A Preferred Units
|
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White Cliffs
|
|
White Cliffs Pipeline
|
|
|
|
|
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March 31, 2020
|
|
December 31, 2019*
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
189
|
|
|
$
|
265
|
|
Accounts receivable, net
|
3,268
|
|
|
4,921
|
|
||
Accounts receivable from related companies
|
138
|
|
|
175
|
|
||
Inventories
|
1,024
|
|
|
1,532
|
|
||
Income taxes receivable
|
115
|
|
|
141
|
|
||
Derivative assets
|
25
|
|
|
23
|
|
||
Other current assets
|
297
|
|
|
287
|
|
||
Total current assets
|
5,056
|
|
|
7,344
|
|
||
|
|
|
|
||||
Property, plant and equipment
|
89,132
|
|
|
87,886
|
|
||
Accumulated depreciation and depletion
|
(16,161
|
)
|
|
(15,395
|
)
|
||
|
72,971
|
|
|
72,491
|
|
||
|
|
|
|
||||
Advances to and investments in unconsolidated affiliates
|
3,313
|
|
|
3,435
|
|
||
Lease right-of-use assets, net
|
1,026
|
|
|
956
|
|
||
Other non-current assets, net
|
1,493
|
|
|
1,547
|
|
||
Notes receivable from related company
|
5,299
|
|
|
5,926
|
|
||
Intangible assets, net
|
5,948
|
|
|
5,974
|
|
||
Goodwill
|
3,807
|
|
|
5,132
|
|
||
Total assets
|
$
|
98,913
|
|
|
$
|
102,805
|
|
|
March 31, 2020
|
|
December 31, 2019*
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
2,378
|
|
|
$
|
4,099
|
|
Accounts payable to related companies
|
1,037
|
|
|
1,112
|
|
||
Derivative liabilities
|
9
|
|
|
147
|
|
||
Operating lease current liabilities
|
54
|
|
|
57
|
|
||
Accrued and other current liabilities
|
3,888
|
|
|
3,245
|
|
||
Current maturities of long-term debt
|
16
|
|
|
12
|
|
||
Total current liabilities
|
7,382
|
|
|
8,672
|
|
||
|
|
|
|
||||
Long-term debt, less current maturities
|
49,909
|
|
|
50,560
|
|
||
Non-current derivative liabilities
|
573
|
|
|
273
|
|
||
Non-current operating lease liabilities
|
821
|
|
|
895
|
|
||
Deferred income taxes
|
3,180
|
|
|
3,113
|
|
||
Other non-current liabilities
|
1,161
|
|
|
1,134
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
Redeemable noncontrolling interests
|
492
|
|
|
492
|
|
||
|
|
|
|
||||
Equity:
|
|
|
|
||||
Limited Partners:
|
|
|
|
||||
Preferred Unitholders
|
4,748
|
|
|
3,174
|
|
||
Common Unitholders
|
22,804
|
|
|
24,226
|
|
||
Accumulated other comprehensive loss
|
(37
|
)
|
|
(18
|
)
|
||
Total partners’ capital
|
27,515
|
|
|
27,382
|
|
||
Noncontrolling interests
|
7,880
|
|
|
8,018
|
|
||
Predecessor equity
|
—
|
|
|
2,266
|
|
||
Total equity
|
35,395
|
|
|
37,666
|
|
||
Total liabilities and equity
|
$
|
98,913
|
|
|
$
|
102,805
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019*
|
||||
REVENUES:
|
|
|
|
||||
Refined product sales
|
$
|
3,232
|
|
|
$
|
3,726
|
|
Crude sales
|
3,543
|
|
|
3,525
|
|
||
NGL sales
|
1,689
|
|
|
2,402
|
|
||
Gathering, transportation and other fees
|
2,326
|
|
|
2,267
|
|
||
Natural gas sales
|
588
|
|
|
964
|
|
||
Other
|
190
|
|
|
237
|
|
||
Total revenues
|
11,568
|
|
|
13,121
|
|
||
COSTS AND EXPENSES:
|
|
|
|
||||
Cost of products sold
|
8,291
|
|
|
9,477
|
|
||
Operating expenses
|
848
|
|
|
808
|
|
||
Depreciation, depletion and amortization
|
851
|
|
|
771
|
|
||
Selling, general and administrative
|
192
|
|
|
149
|
|
||
Impairment losses
|
1,325
|
|
|
50
|
|
||
Total costs and expenses
|
11,507
|
|
|
11,255
|
|
||
OPERATING INCOME
|
61
|
|
|
1,866
|
|
||
OTHER INCOME (EXPENSE):
|
|
|
|
||||
Interest expense, net of interest capitalized
|
(595
|
)
|
|
(527
|
)
|
||
Equity in earnings (losses) of unconsolidated affiliates
|
(7
|
)
|
|
65
|
|
||
Losses on extinguishments of debt
|
(59
|
)
|
|
(2
|
)
|
||
Losses on interest rate derivatives
|
(329
|
)
|
|
(74
|
)
|
||
Other, net
|
75
|
|
|
17
|
|
||
INCOME (LOSS) BEFORE INCOME TAX EXPENSE
|
(854
|
)
|
|
1,345
|
|
||
Income tax expense
|
53
|
|
|
126
|
|
||
NET INCOME (LOSS)
|
(907
|
)
|
|
1,219
|
|
||
Less: Net income (loss) attributable to noncontrolling interests
|
(200
|
)
|
|
256
|
|
||
Less: Net income attributable to redeemable noncontrolling interests
|
12
|
|
|
13
|
|
||
NET INCOME (LOSS) ATTRIBUTABLE TO PARTNERS
|
$
|
(719
|
)
|
|
$
|
950
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019*
|
||||
Net income (loss)
|
$
|
(907
|
)
|
|
$
|
1,219
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Change in value of available-for-sale securities
|
(9
|
)
|
|
5
|
|
||
Actuarial gain related to pension and other postretirement benefit plans
|
6
|
|
|
7
|
|
||
Change in other comprehensive income from unconsolidated affiliates
|
(16
|
)
|
|
(4
|
)
|
||
|
(19
|
)
|
|
8
|
|
||
Comprehensive income (loss)
|
(926
|
)
|
|
1,227
|
|
||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
(200
|
)
|
|
256
|
|
||
Less: Comprehensive income attributable to redeemable noncontrolling interests
|
12
|
|
|
13
|
|
||
Comprehensive income (loss) attributable to partners
|
$
|
(738
|
)
|
|
$
|
958
|
|
|
Limited Partners
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Preferred Unitholders
|
|
Common Unitholders
|
|
AOCI
|
|
Non-controlling Interests
|
|
Predecessor Equity
|
|
Total
|
||||||||||||
Balance, December 31, 2019*
|
$
|
3,174
|
|
|
$
|
24,226
|
|
|
$
|
(18
|
)
|
|
$
|
8,018
|
|
|
$
|
2,266
|
|
|
$
|
37,666
|
|
Distributions to partners
|
(80
|
)
|
|
(2,550
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,630
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(340
|
)
|
|
—
|
|
|
(340
|
)
|
||||||
Units issued for cash
|
1,580
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,580
|
|
||||||
Capital contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|
—
|
|
|
66
|
|
||||||
SemGroup contribution (See Note 2)
|
—
|
|
|
1,933
|
|
|
—
|
|
|
333
|
|
|
(2,266
|
)
|
|
—
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
||||||
Other, net
|
(3
|
)
|
|
(9
|
)
|
|
—
|
|
|
3
|
|
|
—
|
|
|
(9
|
)
|
||||||
Net income (loss), excluding amounts attributable to redeemable noncontrolling interests
|
77
|
|
|
(796
|
)
|
|
—
|
|
|
(200
|
)
|
|
—
|
|
|
(919
|
)
|
||||||
Balance, March 31, 2020
|
$
|
4,748
|
|
|
$
|
22,804
|
|
|
$
|
(37
|
)
|
|
$
|
7,880
|
|
|
$
|
—
|
|
|
$
|
35,395
|
|
|
Limited Partners
|
|
|
|
|
|
|
||||||||||||
|
Preferred Unitholders
|
|
Common Unitholders
|
|
AOCI
|
|
Non-controlling Interests
|
|
Total
|
||||||||||
Balance, December 31, 2018*
|
$
|
2,388
|
|
|
$
|
26,539
|
|
|
$
|
(42
|
)
|
|
$
|
7,903
|
|
|
$
|
36,788
|
|
Distributions to partners
|
(64
|
)
|
|
(1,450
|
)
|
|
—
|
|
|
—
|
|
|
(1,514
|
)
|
|||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(361
|
)
|
|
(361
|
)
|
|||||
Capital contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
140
|
|
|
140
|
|
|||||
Sale of noncontrolling interest in subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
93
|
|
|
93
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||
Other, net
|
—
|
|
|
15
|
|
|
—
|
|
|
13
|
|
|
28
|
|
|||||
Net income, excluding amounts attributable to redeemable noncontrolling interest
|
40
|
|
|
910
|
|
|
—
|
|
|
256
|
|
|
1,206
|
|
|||||
Balance, March 31, 2019*
|
$
|
2,364
|
|
|
$
|
26,014
|
|
|
$
|
(34
|
)
|
|
$
|
8,044
|
|
|
$
|
36,388
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019*
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income (loss)
|
$
|
(907
|
)
|
|
$
|
1,219
|
|
Reconciliation of net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
851
|
|
|
771
|
|
||
Deferred income taxes
|
66
|
|
|
98
|
|
||
Inventory valuation adjustments
|
227
|
|
|
(93
|
)
|
||
Non-cash compensation expense
|
18
|
|
|
29
|
|
||
Impairment losses
|
1,325
|
|
|
50
|
|
||
Losses on extinguishments of debt
|
59
|
|
|
2
|
|
||
Distributions on unvested awards
|
(2
|
)
|
|
(1
|
)
|
||
Equity in (earnings) losses of unconsolidated affiliates
|
7
|
|
|
(65
|
)
|
||
Distributions from unconsolidated affiliates
|
58
|
|
|
66
|
|
||
Other non-cash
|
11
|
|
|
107
|
|
||
Net change in operating assets and liabilities, net of effects of acquisitions
|
113
|
|
|
(337
|
)
|
||
Net cash provided by operating activities
|
1,826
|
|
|
1,846
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Cash proceeds from sale of noncontrolling interest in subsidiary
|
—
|
|
|
93
|
|
||
Cash paid for all other acquisitions, net of cash received
|
—
|
|
|
(5
|
)
|
||
Capital expenditures, excluding allowance for equity funds used during construction
|
(1,621
|
)
|
|
(1,150
|
)
|
||
Contributions in aid of construction costs
|
25
|
|
|
15
|
|
||
Contributions to unconsolidated affiliates
|
(9
|
)
|
|
(28
|
)
|
||
Distributions from unconsolidated affiliates in excess of cumulative earnings
|
52
|
|
|
13
|
|
||
Proceeds from the sale of other assets
|
2
|
|
|
4
|
|
||
Other
|
(6
|
)
|
|
(40
|
)
|
||
Net cash used in investing activities
|
(1,557
|
)
|
|
(1,098
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Proceeds from borrowings
|
12,088
|
|
|
11,295
|
|
||
Repayments of debt
|
(12,769
|
)
|
|
(9,513
|
)
|
||
Cash received from (paid to) related company
|
611
|
|
|
(613
|
)
|
||
Preferred units issued for cash
|
1,580
|
|
|
—
|
|
||
Capital contributions from noncontrolling interests
|
66
|
|
|
140
|
|
||
Distributions to partners
|
(1,530
|
)
|
|
(1,514
|
)
|
||
Distributions to noncontrolling interests
|
(340
|
)
|
|
(361
|
)
|
||
Debt issuance costs
|
(51
|
)
|
|
(84
|
)
|
||
Net cash used in financing activities
|
(345
|
)
|
|
(650
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
(76
|
)
|
|
98
|
|
||
Cash and cash equivalents, beginning of period
|
265
|
|
|
418
|
|
||
Cash and cash equivalents, end of period
|
$
|
189
|
|
|
$
|
516
|
|
1.
|
ORGANIZATION AND BASIS OF PRESENTATION
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
As Originally Reported*
|
|
Effect of Change
|
|
As Adjusted
|
|
As Originally Reported
|
|
Effect of Change
|
|
As Adjusted
|
||||||||||||
Inventories
|
$
|
1,935
|
|
|
$
|
(403
|
)
|
|
$
|
1,532
|
|
|
$
|
1,677
|
|
|
$
|
(305
|
)
|
|
$
|
1,372
|
|
Total current assets
|
7,747
|
|
|
(403
|
)
|
|
7,344
|
|
|
6,820
|
|
|
(305
|
)
|
|
6,515
|
|
||||||
Other non-current assets, net
|
1,051
|
|
|
496
|
|
|
1,547
|
|
|
1,006
|
|
|
472
|
|
|
1,478
|
|
||||||
Total assets
|
102,712
|
|
|
93
|
|
|
102,805
|
|
|
88,442
|
|
|
167
|
|
|
88,609
|
|
||||||
Total partners' capital
|
27,289
|
|
|
93
|
|
|
27,382
|
|
|
28,718
|
|
|
167
|
|
|
28,885
|
|
|
Year Ended December 31,
|
|
Three Months Ended March 31,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
||||||
As originally reported:
|
|
|
|
|
|
||||||
Consolidated Statements of Operations and Comprehensive Income
|
|
|
|
|
|
||||||
Cost of products sold
|
$
|
39,603
|
|
|
$
|
41,658
|
|
|
$
|
9,415
|
|
Operating income
|
7,285
|
|
|
5,402
|
|
|
1,928
|
|
|||
Income from continuing operations before income tax expense (benefit)
|
5,386
|
|
|
4,044
|
|
|
1,407
|
|
|||
Net income
|
5,186
|
|
|
3,774
|
|
|
1,281
|
|
|||
Comprehensive income
|
5,210
|
|
|
3,731
|
|
|
1,289
|
|
|||
Comprehensive income attributable to partners
|
4,108
|
|
|
2,982
|
|
|
1,020
|
|
|||
|
|
|
|
|
|
||||||
Consolidated Statements of Cash Flows
|
|
|
|
|
|
||||||
Net income
|
5,186
|
|
|
3,774
|
|
|
1,281
|
|
|||
Net change in operating assets and liabilities
|
(479
|
)
|
|
117
|
|
|
(399
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of change:
|
|
|
|
|
|
||||||
Consolidated Statements of Operations and Comprehensive Income
|
|
|
|
|
|
||||||
Cost of products sold
|
74
|
|
|
(55
|
)
|
|
62
|
|
|||
Operating income
|
(74
|
)
|
|
55
|
|
|
(62
|
)
|
|||
Income from continuing operations before income tax expense (benefit)
|
(74
|
)
|
|
55
|
|
|
(62
|
)
|
|||
Net income
|
(74
|
)
|
|
55
|
|
|
(62
|
)
|
|||
Comprehensive income
|
(74
|
)
|
|
55
|
|
|
(62
|
)
|
|||
Comprehensive income attributable to partners
|
(74
|
)
|
|
55
|
|
|
(62
|
)
|
|||
|
|
|
|
|
|
||||||
Consolidated Statements of Cash Flows
|
|
|
|
|
|
||||||
Net income
|
(74
|
)
|
|
55
|
|
|
(62
|
)
|
|||
Net change in operating assets and liabilities
|
74
|
|
|
(55
|
)
|
|
62
|
|
|||
|
|
|
|
|
|
||||||
As adjusted:
|
|
|
|
|
|
||||||
Consolidated Statements of Operations and Comprehensive Income
|
|
|
|
|
|
||||||
Cost of products sold
|
39,677
|
|
|
41,603
|
|
|
9,477
|
|
|||
Operating income
|
7,211
|
|
|
5,457
|
|
|
1,866
|
|
|||
Income from continuing operations before income tax expense (benefit)
|
5,312
|
|
|
4,099
|
|
|
1,345
|
|
|||
Net income
|
5,112
|
|
|
3,829
|
|
|
1,219
|
|
|||
Comprehensive income
|
5,136
|
|
|
3,786
|
|
|
1,227
|
|
|||
Comprehensive income attributable to partners
|
4,034
|
|
|
3,037
|
|
|
958
|
|
|||
|
|
|
|
|
|
||||||
Consolidated Statements of Cash Flows
|
|
|
|
|
|
||||||
Net income
|
5,112
|
|
|
3,829
|
|
|
1,219
|
|
|||
Net change in operating assets and liabilities
|
(405
|
)
|
|
62
|
|
|
(337
|
)
|
|
Intrastate
Transportation and Storage |
|
Interstate
Transportation and Storage |
|
Midstream
|
|
NGL and Refined Products Transportation and Services
|
|
Crude Oil Transportation and Services
|
|
Investment in Sunoco LP
|
|
Investment in USAC
|
|
All Other
|
|
Total
|
||||||||||||||||||
Balance, December 31, 2019
|
$
|
10
|
|
|
$
|
226
|
|
|
$
|
483
|
|
|
$
|
693
|
|
|
$
|
1,397
|
|
|
$
|
1,555
|
|
|
$
|
619
|
|
|
$
|
149
|
|
|
$
|
5,132
|
|
Impaired
|
—
|
|
|
(183
|
)
|
|
(483
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(619
|
)
|
|
(40
|
)
|
|
(1,325
|
)
|
|||||||||
Balance, March 31, 2020
|
$
|
10
|
|
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
693
|
|
|
$
|
1,397
|
|
|
$
|
1,555
|
|
|
$
|
—
|
|
|
$
|
109
|
|
|
$
|
3,807
|
|
2.
|
ACQUISITIONS AND RELATED TRANSACTIONS
|
|
At December 5, 2019
|
||
Total current assets
|
$
|
548
|
|
Property, plant and equipment
|
2,544
|
|
|
Other non-current assets
|
574
|
|
|
Goodwill
|
230
|
|
|
Intangible assets
|
280
|
|
|
Total assets
|
4,176
|
|
|
|
|
||
Total current liabilities
|
480
|
|
|
Long-term debt, less current maturities (1)
|
812
|
|
|
Other non-current liabilities
|
109
|
|
|
Total liabilities
|
1,401
|
|
|
|
|
||
Noncontrolling interest
|
335
|
|
|
|
|
||
Partners’ capital
|
2,440
|
|
|
Total liabilities and partners’ capital
|
$
|
4,176
|
|
3.
|
CASH AND CASH EQUIVALENTS
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Accounts receivable
|
$
|
1,653
|
|
|
$
|
(302
|
)
|
Accounts receivable from related companies
|
(12
|
)
|
|
(28
|
)
|
||
Inventories
|
281
|
|
|
135
|
|
||
Other current assets
|
75
|
|
|
91
|
|
||
Other non-current assets, net
|
(94
|
)
|
|
(34
|
)
|
||
Accounts payable
|
(1,705
|
)
|
|
323
|
|
||
Accounts payable to related companies
|
(73
|
)
|
|
(69
|
)
|
||
Accrued and other current liabilities
|
(185
|
)
|
|
(409
|
)
|
||
Other non-current liabilities
|
13
|
|
|
(31
|
)
|
||
Derivative assets and liabilities, net
|
160
|
|
|
(13
|
)
|
||
Net change in operating assets and liabilities, net of effects of acquisitions
|
$
|
113
|
|
|
$
|
(337
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
992
|
|
|
$
|
630
|
|
Accrued distributions to partners
|
1,100
|
|
|
—
|
|
||
Lease assets obtained in exchange for new lease liabilities
|
17
|
|
|
8
|
|
4.
|
INVENTORIES
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Natural gas, NGLs and refined products
|
$
|
463
|
|
|
$
|
833
|
|
Crude oil
|
105
|
|
|
251
|
|
||
Spare parts and other
|
456
|
|
|
448
|
|
||
Total inventories
|
$
|
1,024
|
|
|
$
|
1,532
|
|
5.
|
FAIR VALUE MEASURES
|
|
|
|
Fair Value Measurements at
March 31, 2020 |
||||||||
|
Fair Value Total
|
|
Level 1
|
|
Level 2
|
||||||
Assets:
|
|
|
|
|
|
||||||
Commodity derivatives:
|
|
|
|
|
|
||||||
Natural Gas:
|
|
|
|
|
|
||||||
Basis Swaps IFERC/NYMEX
|
$
|
108
|
|
|
$
|
108
|
|
|
$
|
—
|
|
Swing Swaps IFERC
|
2
|
|
|
—
|
|
|
2
|
|
|||
Fixed Swaps/Futures
|
31
|
|
|
31
|
|
|
—
|
|
|||
Forward Physical Contracts
|
6
|
|
|
—
|
|
|
6
|
|
|||
Power:
|
|
|
|
|
|
||||||
Forwards
|
15
|
|
|
—
|
|
|
15
|
|
|||
Futures
|
5
|
|
|
5
|
|
|
—
|
|
|||
Options – Puts
|
2
|
|
|
2
|
|
|
—
|
|
|||
Options – Calls
|
1
|
|
|
1
|
|
|
—
|
|
|||
NGLs – Forwards/Swaps
|
527
|
|
|
527
|
|
|
—
|
|
|||
Crude – Forwards/Swaps
|
3
|
|
|
3
|
|
|
—
|
|
|||
Total commodity derivatives
|
700
|
|
|
677
|
|
|
23
|
|
|||
Other non-current assets
|
26
|
|
|
17
|
|
|
9
|
|
|||
Total assets
|
$
|
726
|
|
|
$
|
694
|
|
|
$
|
32
|
|
Liabilities:
|
|
|
|
|
|
||||||
Interest rate derivatives
|
$
|
(573
|
)
|
|
$
|
—
|
|
|
$
|
(573
|
)
|
Commodity derivatives:
|
|
|
|
|
|
||||||
Natural Gas:
|
|
|
|
|
|
||||||
Basis Swaps IFERC/NYMEX
|
(85
|
)
|
|
(85
|
)
|
|
—
|
|
|||
Swing Swaps IFERC
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Fixed Swaps/Futures
|
(33
|
)
|
|
(33
|
)
|
|
—
|
|
|||
Forward Physical Contracts
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Power:
|
|
|
|
|
|
||||||
Forwards
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||
Futures
|
(5
|
)
|
|
(5
|
)
|
|
—
|
|
|||
NGLs – Forwards/Swaps
|
(489
|
)
|
|
(489
|
)
|
|
—
|
|
|||
Refined Products – Futures
|
(7
|
)
|
|
(7
|
)
|
|
—
|
|
|||
Total commodity derivatives
|
(631
|
)
|
|
(620
|
)
|
|
(11
|
)
|
|||
Total liabilities
|
$
|
(1,204
|
)
|
|
$
|
(620
|
)
|
|
$
|
(584
|
)
|
|
|
|
Fair Value Measurements at
December 31, 2019 |
||||||||
|
Fair Value Total
|
|
Level 1
|
|
Level 2
|
||||||
Assets:
|
|
|
|
|
|
||||||
Commodity derivatives:
|
|
|
|
|
|
||||||
Natural Gas:
|
|
|
|
|
|
||||||
Basis Swaps IFERC/NYMEX
|
$
|
17
|
|
|
$
|
17
|
|
|
$
|
—
|
|
Swing Swaps IFERC
|
1
|
|
|
—
|
|
|
1
|
|
|||
Fixed Swaps/Futures
|
65
|
|
|
65
|
|
|
—
|
|
|||
Forward Physical Contracts
|
3
|
|
|
—
|
|
|
3
|
|
|||
Power:
|
|
|
|
|
|
|
|||||
Forwards
|
11
|
|
|
—
|
|
|
11
|
|
|||
Futures
|
4
|
|
|
4
|
|
|
—
|
|
|||
Options – Puts
|
1
|
|
|
1
|
|
|
—
|
|
|||
Options – Calls
|
1
|
|
|
1
|
|
|
—
|
|
|||
NGLs – Forwards/Swaps
|
260
|
|
|
260
|
|
|
—
|
|
|||
Refined Products – Futures
|
8
|
|
|
8
|
|
|
—
|
|
|||
Crude – Forwards/Swaps
|
13
|
|
|
13
|
|
|
—
|
|
|||
Total commodity derivatives
|
384
|
|
|
369
|
|
|
15
|
|
|||
Other non-current assets
|
31
|
|
|
20
|
|
|
11
|
|
|||
Total assets
|
$
|
415
|
|
|
$
|
389
|
|
|
$
|
26
|
|
Liabilities:
|
|
|
|
|
|
||||||
Interest rate derivatives
|
$
|
(399
|
)
|
|
$
|
—
|
|
|
$
|
(399
|
)
|
Commodity derivatives:
|
|
|
|
|
|
||||||
Natural Gas:
|
|
|
|
|
|
||||||
Basis Swaps IFERC/NYMEX
|
(49
|
)
|
|
(49
|
)
|
|
—
|
|
|||
Swing Swaps IFERC
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Fixed Swaps/Futures
|
(43
|
)
|
|
(43
|
)
|
|
—
|
|
|||
Power:
|
|
|
|
|
|
|
|||||
Forwards
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Futures
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|||
NGLs – Forwards/Swaps
|
(278
|
)
|
|
(278
|
)
|
|
—
|
|
|||
Refined Products – Futures
|
(10
|
)
|
|
(10
|
)
|
|
—
|
|
|||
Total commodity derivatives
|
(389
|
)
|
|
(383
|
)
|
|
(6
|
)
|
|||
Total liabilities
|
$
|
(788
|
)
|
|
$
|
(383
|
)
|
|
$
|
(405
|
)
|
6.
|
DEBT OBLIGATIONS
|
7.
|
REDEEMABLE NONCONTROLLING INTERESTS
|
8.
|
EQUITY
|
|
Preferred Unitholders
|
|
|
||||||||||||||||||||||||||||
|
Series A
|
|
Series B
|
|
Series C
|
|
Series D
|
|
Series E
|
|
Series F
|
|
Series G
|
|
Total
|
||||||||||||||||
Balance, December 31, 2019
|
$
|
958
|
|
|
$
|
556
|
|
|
$
|
440
|
|
|
$
|
434
|
|
|
$
|
786
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,174
|
|
Distributions to partners
|
(30
|
)
|
|
(18
|
)
|
|
(8
|
)
|
|
(9
|
)
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
||||||||
Units issued for cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
494
|
|
|
1,086
|
|
|
1,580
|
|
||||||||
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(3
|
)
|
||||||||
Net income
|
15
|
|
|
9
|
|
|
8
|
|
|
9
|
|
|
15
|
|
|
6
|
|
|
15
|
|
|
77
|
|
||||||||
Balance, March 31, 2020
|
$
|
943
|
|
|
$
|
547
|
|
|
$
|
440
|
|
|
$
|
434
|
|
|
$
|
786
|
|
|
$
|
499
|
|
|
$
|
1,099
|
|
|
$
|
4,748
|
|
|
Preferred Unitholders
|
|
|
||||||||||||||||
|
Series A
|
|
Series B
|
|
Series C
|
|
Series D
|
|
Total
|
||||||||||
Balance, December 31, 2018
|
$
|
958
|
|
|
$
|
556
|
|
|
$
|
440
|
|
|
$
|
434
|
|
|
$
|
2,388
|
|
Distributions to partners
|
(30
|
)
|
|
(18
|
)
|
|
(8
|
)
|
|
(8
|
)
|
|
(64
|
)
|
|||||
Net income
|
15
|
|
|
9
|
|
|
8
|
|
|
8
|
|
|
40
|
|
|||||
Balance, March 31, 2019
|
$
|
943
|
|
|
$
|
547
|
|
|
$
|
440
|
|
|
$
|
434
|
|
|
$
|
2,364
|
|
Period Ended
|
|
Record Date
|
|
Payment Date
|
|
Series A (1)
|
|
Series B (1)
|
|
Series C
|
|
Series D
|
|
Series E
|
|
Series F (2)
|
|
Series G (2)
|
|||||||||||||
December 31, 2019
|
|
February 3, 2020
|
|
February 18, 2020
|
|
$
|
31.25
|
|
|
$
|
33.125
|
|
|
$
|
0.4609
|
|
|
$
|
0.4766
|
|
|
0.4750
|
|
|
$
|
—
|
|
|
$
|
—
|
|
March 31, 2020
|
|
May 1, 2020
|
|
May 15, 2020
|
|
—
|
|
|
—
|
|
|
0.4609
|
|
|
0.4766
|
|
|
0.4750
|
|
|
21.19
|
|
|
22.36
|
|
(2)
|
Series F Preferred Unit and Series G Preferred Unit distributions related to the period ended March 31, 2020 represent a prorated initial distribution. Distributions are paid on a semi-annual basis.
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
December 31, 2019
|
|
February 7, 2020
|
|
February 19, 2020
|
|
$
|
0.8255
|
|
March 31, 2020
|
|
May 7, 2020
|
|
May 19, 2020
|
|
0.8255
|
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
December 31, 2019
|
|
January 27, 2020
|
|
February 7, 2020
|
|
$
|
0.5250
|
|
March 31, 2020
|
|
April 27, 2020
|
|
May 8, 2020
|
|
0.5250
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Available-for-sale securities
|
$
|
4
|
|
|
$
|
13
|
|
Foreign currency translation adjustment
|
(5
|
)
|
|
(5
|
)
|
||
Actuarial loss related to pensions and other postretirement benefits
|
(19
|
)
|
|
(25
|
)
|
||
Investments in unconsolidated affiliates, net
|
(17
|
)
|
|
(1
|
)
|
||
Total AOCI, net of tax
|
$
|
(37
|
)
|
|
$
|
(18
|
)
|
9.
|
INCOME TAXES
|
10.
|
REGULATORY MATTERS, COMMITMENTS, CONTINGENCIES AND ENVIRONMENTAL LIABILITIES
|
•
|
certain of our interstate pipelines conduct soil and groundwater remediation related to contamination from past uses of polychlorinated biphenyls (“PCBs”). PCB assessments are ongoing and, in some cases, our subsidiaries could be contractually responsible for contamination caused by other parties.
|
•
|
certain gathering and processing systems are responsible for soil and groundwater remediation related to releases of hydrocarbons.
|
•
|
legacy sites related to Sunoco that are subject to environmental assessments, including formerly owned terminals and other logistics assets, retail sites that Sunoco no longer operates, closed and/or sold refineries and other formerly owned sites.
|
•
|
Sunoco is potentially subject to joint and several liability for the costs of remediation at sites at which it has been identified as a potentially responsible party (“PRP”). As of March 31, 2020, Sunoco had been named as a PRP at approximately 29 identified or potentially identifiable “Superfund” sites under federal and/or comparable state law. Sunoco is usually one of a number of companies identified as a PRP at a site. Sunoco has reviewed the nature and extent of its involvement at each site and other relevant circumstances and, based upon Sunoco’s purported nexus to the sites, believes that its potential liability associated with such sites will not be significant.
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Current
|
$
|
42
|
|
|
$
|
46
|
|
Non-current
|
271
|
|
|
274
|
|
||
Total environmental liabilities
|
$
|
313
|
|
|
$
|
320
|
|
11.
|
REVENUE
|
|
Contract Liabilities
|
||
Balance, December 31, 2019
|
$
|
375
|
|
Additions
|
178
|
|
|
Revenue recognized
|
(205
|
)
|
|
Balance, March 31, 2020
|
$
|
348
|
|
|
|
||
Balance, December 31, 2018
|
$
|
394
|
|
Additions
|
148
|
|
|
Revenue recognized
|
(162
|
)
|
|
Balance, March 31, 2019
|
$
|
380
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Contract asset balances:
|
|
|
|
||||
Contract asset
|
$
|
128
|
|
|
$
|
117
|
|
Accounts receivable from contracts with customers
|
140
|
|
|
366
|
|
12.
|
DERIVATIVE ASSETS AND LIABILITIES
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||
|
Notional Volume
|
|
Maturity
|
|
Notional Volume
|
|
Maturity
|
||
Mark-to-Market Derivatives
|
|
|
|
|
|
|
|
||
(Trading)
|
|
|
|
|
|
|
|
||
Natural Gas (BBtu):
|
|
|
|
|
|
|
|
||
Basis Swaps IFERC/NYMEX (1)
|
(19,673
|
)
|
|
2020-2024
|
|
(35,208
|
)
|
|
2020-2024
|
Fixed Swaps/Futures
|
1,688
|
|
|
2020-2021
|
|
1,483
|
|
|
2020
|
Power (Megawatt):
|
|
|
|
|
|
|
|
||
Forwards
|
2,125,200
|
|
|
2020-2029
|
|
3,213,450
|
|
|
2020-2029
|
Futures
|
329,896
|
|
|
2020-2021
|
|
(353,527
|
)
|
|
2020
|
Options – Puts
|
621,860
|
|
|
2020
|
|
51,615
|
|
|
2020
|
Options – Calls
|
4,035,972
|
|
|
2020-2021
|
|
(2,704,330
|
)
|
|
2020-2021
|
(Non-Trading)
|
|
|
|
|
|
|
|
||
Natural Gas (BBtu):
|
|
|
|
|
|
|
|
||
Basis Swaps IFERC/NYMEX
|
(15,860
|
)
|
|
2020-2022
|
|
(18,923
|
)
|
|
2020-2022
|
Swing Swaps IFERC
|
31,505
|
|
|
2020-2021
|
|
(9,265
|
)
|
|
2020
|
Fixed Swaps/Futures
|
(1,425
|
)
|
|
2020-2022
|
|
(3,085
|
)
|
|
2020-2021
|
Forward Physical Contracts
|
(36,691
|
)
|
|
2020-2021
|
|
(13,364
|
)
|
|
2020-2021
|
NGLs (MBbls) – Forwards/Swaps
|
(2,235
|
)
|
|
2020-2022
|
|
(1,300
|
)
|
|
2020-2021
|
Refined Products (MBbls) – Futures
|
(1,779
|
)
|
|
2020-2022
|
|
(2,473
|
)
|
|
2020-2021
|
Crude (MBbls) – Forwards/Swaps
|
5,260
|
|
|
2020
|
|
4,465
|
|
|
2020
|
Corn (thousand bushels)
|
(140
|
)
|
|
2020
|
|
(1,210
|
)
|
|
2020
|
Fair Value Hedging Derivatives
|
|
|
|
|
|
|
|
||
(Non-Trading)
|
|
|
|
|
|
|
|
||
Natural Gas (BBtu):
|
|
|
|
|
|
|
|
||
Basis Swaps IFERC/NYMEX
|
(32,695
|
)
|
|
2020-2021
|
|
(31,780
|
)
|
|
2020
|
Fixed Swaps/Futures
|
(32,695
|
)
|
|
2020-2021
|
|
(31,780
|
)
|
|
2020
|
Hedged Item – Inventory
|
32,695
|
|
|
2020-2021
|
|
31,780
|
|
|
2020
|
(1)
|
Includes aggregate amounts for open positions related to Houston Ship Channel, Waha Hub, NGPL TexOk, West Louisiana Zone and Henry Hub locations.
|
Term
|
|
Type(1)
|
|
Notional Amount Outstanding
|
||||||
March 31, 2020
|
|
December 31, 2019
|
||||||||
July 2020(2)(3)
|
|
Forward-starting to pay a fixed rate of 3.52% and receive a floating rate
|
|
$
|
—
|
|
|
$
|
400
|
|
July 2021(2)
|
|
Forward-starting to pay a fixed rate of 3.55% and receive a floating rate
|
|
400
|
|
|
400
|
|
||
July 2022(2)
|
|
Forward-starting to pay a fixed rate of 3.80% and receive a floating rate
|
|
400
|
|
|
400
|
|
(1)
|
Floating rates are based on 3-month LIBOR.
|
(2)
|
Represents the effective date. These forward-starting swaps have terms of 30 years with a mandatory termination date the same as the effective date.
|
(3)
|
The July 2020 interest rate swaps were terminated in January 2020.
|
|
|
Fair Value of Derivative Instruments
|
||||||||||||||
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
|
|
March 31, 2020
|
|
December 31, 2019
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives (margin deposits)
|
|
$
|
11
|
|
|
$
|
24
|
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives (margin deposits)
|
|
615
|
|
|
319
|
|
|
(561
|
)
|
|
(350
|
)
|
||||
Commodity derivatives
|
|
74
|
|
|
41
|
|
|
(58
|
)
|
|
(39
|
)
|
||||
Interest rate derivatives
|
|
—
|
|
|
—
|
|
|
(573
|
)
|
|
(399
|
)
|
||||
|
|
689
|
|
|
360
|
|
|
(1,192
|
)
|
|
(788
|
)
|
||||
Total derivatives
|
|
$
|
700
|
|
|
$
|
384
|
|
|
$
|
(1,204
|
)
|
|
$
|
(788
|
)
|
|
Location of Gain (Loss) Recognized in Income on Derivatives
|
|
Amount of Gain (Loss) Recognized in Income on Derivatives
|
||||||
|
|
|
Three Months Ended
March 31, |
||||||
|
|
|
2020
|
|
2019
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Commodity derivatives – Trading
|
Cost of products sold
|
|
$
|
5
|
|
|
$
|
5
|
|
Commodity derivatives – Non-trading
|
Cost of products sold
|
|
112
|
|
|
(12
|
)
|
||
Interest rate derivatives
|
Losses on interest rate derivatives
|
|
(329
|
)
|
|
(74
|
)
|
||
Total
|
|
|
$
|
(212
|
)
|
|
$
|
(81
|
)
|
13.
|
RELATED PARTY TRANSACTIONS
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Revenues from related companies
|
$
|
133
|
|
|
$
|
109
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Accounts receivable from related companies:
|
|
|
|
||||
ET
|
$
|
7
|
|
|
$
|
8
|
|
FGT
|
20
|
|
|
50
|
|
||
Phillips 66
|
11
|
|
|
36
|
|
||
Traverse
|
54
|
|
|
42
|
|
||
Other
|
46
|
|
|
39
|
|
||
Total accounts receivable from related companies
|
$
|
138
|
|
|
$
|
175
|
|
|
|
|
|
||||
Accounts payable to related companies:
|
|
|
|
||||
ET
|
$
|
1,029
|
|
|
$
|
1,085
|
|
Other
|
8
|
|
|
27
|
|
||
Total accounts payable to related companies
|
$
|
1,037
|
|
|
$
|
1,112
|
|
14.
|
REPORTABLE SEGMENTS
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019*
|
||||
Revenues:
|
|
|
|
||||
Intrastate transportation and storage:
|
|
|
|
||||
Revenues from external customers
|
$
|
536
|
|
|
$
|
769
|
|
Intersegment revenues
|
57
|
|
|
87
|
|
||
|
593
|
|
|
856
|
|
||
Interstate transportation and storage:
|
|
|
|
||||
Revenues from external customers
|
459
|
|
|
492
|
|
||
Intersegment revenues
|
5
|
|
|
6
|
|
||
|
464
|
|
|
498
|
|
||
Midstream:
|
|
|
|
||||
Revenues from external customers
|
501
|
|
|
663
|
|
||
Intersegment revenues
|
669
|
|
|
1,055
|
|
||
|
1,170
|
|
|
1,718
|
|
||
NGL and refined products transportation and services:
|
|
|
|
||||
Revenues from external customers
|
2,118
|
|
|
2,713
|
|
||
Intersegment revenues
|
597
|
|
|
318
|
|
||
|
2,715
|
|
|
3,031
|
|
||
Crude oil transportation and services:
|
|
|
|
||||
Revenues from external customers
|
4,213
|
|
|
4,167
|
|
||
Intersegment revenues
|
—
|
|
|
19
|
|
||
|
4,213
|
|
|
4,186
|
|
||
Investment in Sunoco LP:
|
|
|
|
||||
Revenues from external customers
|
3,260
|
|
|
3,692
|
|
||
Intersegment revenues
|
12
|
|
|
—
|
|
||
|
3,272
|
|
|
3,692
|
|
||
Investment in USAC:
|
|
|
|
||||
Revenues from external customers
|
176
|
|
|
167
|
|
||
Intersegment revenues
|
3
|
|
|
4
|
|
||
|
179
|
|
|
171
|
|
||
All other:
|
|
|
|
||||
Revenues from external customers
|
305
|
|
|
458
|
|
||
Intersegment revenues
|
149
|
|
|
39
|
|
||
|
454
|
|
|
497
|
|
||
Eliminations
|
(1,492
|
)
|
|
(1,528
|
)
|
||
Total revenues
|
$
|
11,568
|
|
|
$
|
13,121
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019*
|
||||
Segment Adjusted EBITDA:
|
|
|
|
||||
Intrastate transportation and storage
|
$
|
240
|
|
|
$
|
252
|
|
Interstate transportation and storage
|
404
|
|
|
456
|
|
||
Midstream
|
383
|
|
|
382
|
|
||
NGL and refined products transportation and services
|
663
|
|
|
612
|
|
||
Crude oil transportation and services
|
591
|
|
|
744
|
|
||
Investment in Sunoco LP
|
209
|
|
|
153
|
|
||
Investment in USAC
|
106
|
|
|
101
|
|
||
All other
|
19
|
|
|
33
|
|
||
Total
|
2,615
|
|
|
2,733
|
|
||
Depreciation, depletion and amortization
|
(851
|
)
|
|
(771
|
)
|
||
Interest expense, net of interest capitalized
|
(595
|
)
|
|
(527
|
)
|
||
Impairment losses
|
(1,325
|
)
|
|
(50
|
)
|
||
Losses on interest rate derivatives
|
(329
|
)
|
|
(74
|
)
|
||
Non-cash compensation expense
|
(18
|
)
|
|
(29
|
)
|
||
Unrealized gains on commodity risk management activities
|
51
|
|
|
49
|
|
||
Losses on extinguishments of debt
|
(59
|
)
|
|
(2
|
)
|
||
Inventory valuation adjustments
|
(227
|
)
|
|
93
|
|
||
Adjusted EBITDA related to unconsolidated affiliates
|
(154
|
)
|
|
(146
|
)
|
||
Equity in earnings (losses) of unconsolidated affiliates
|
(7
|
)
|
|
65
|
|
||
Other, net
|
45
|
|
|
4
|
|
||
Income (loss) before income tax expense
|
(854
|
)
|
|
1,345
|
|
||
Income tax expense
|
(53
|
)
|
|
(126
|
)
|
||
Net income (loss)
|
$
|
(907
|
)
|
|
$
|
1,219
|
|
|
March 31, 2020
|
|
December 31, 2019*
|
||||
Segment assets:
|
|
|
|
||||
Intrastate transportation and storage
|
$
|
6,851
|
|
|
$
|
6,648
|
|
Interstate transportation and storage
|
17,263
|
|
|
18,111
|
|
||
Midstream
|
18,969
|
|
|
20,332
|
|
||
NGL and refined products transportation and services
|
17,082
|
|
|
19,145
|
|
||
Crude oil transportation and services
|
24,832
|
|
|
22,933
|
|
||
Investment in Sunoco LP
|
4,895
|
|
|
5,438
|
|
||
Investment in USAC
|
3,103
|
|
|
3,730
|
|
||
All other
|
5,918
|
|
|
6,468
|
|
||
Total segment assets
|
$
|
98,913
|
|
|
$
|
102,805
|
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2020
|
|
2019*
|
|
Change
|
||||||
Segment Adjusted EBITDA:
|
|
|
|
|
|
||||||
Intrastate transportation and storage
|
$
|
240
|
|
|
$
|
252
|
|
|
$
|
(12
|
)
|
Interstate transportation and storage
|
404
|
|
|
456
|
|
|
(52
|
)
|
|||
Midstream
|
383
|
|
|
382
|
|
|
1
|
|
|||
NGL and refined products transportation and services
|
663
|
|
|
612
|
|
|
51
|
|
|||
Crude oil transportation and services
|
591
|
|
|
744
|
|
|
(153
|
)
|
|||
Investment in Sunoco LP
|
209
|
|
|
153
|
|
|
56
|
|
|||
Investment in USAC
|
106
|
|
|
101
|
|
|
5
|
|
|||
All other
|
19
|
|
|
33
|
|
|
(14
|
)
|
|||
Adjusted EBITDA (consolidated)
|
2,615
|
|
|
2,733
|
|
|
(118
|
)
|
|||
Depreciation, depletion and amortization
|
(851
|
)
|
|
(771
|
)
|
|
(80
|
)
|
|||
Interest expense, net of interest capitalized
|
(595
|
)
|
|
(527
|
)
|
|
(68
|
)
|
|||
Impairment losses
|
(1,325
|
)
|
|
(50
|
)
|
|
(1,275
|
)
|
|||
Losses on interest rate derivatives
|
(329
|
)
|
|
(74
|
)
|
|
(255
|
)
|
|||
Non-cash compensation expense
|
(18
|
)
|
|
(29
|
)
|
|
11
|
|
|||
Unrealized gains on commodity risk management activities
|
51
|
|
|
49
|
|
|
2
|
|
|||
Losses on extinguishments of debt
|
(59
|
)
|
|
(2
|
)
|
|
(57
|
)
|
|||
Inventory valuation adjustments
|
(227
|
)
|
|
93
|
|
|
(320
|
)
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
(154
|
)
|
|
(146
|
)
|
|
(8
|
)
|
|||
Equity in earnings (losses) of unconsolidated affiliates
|
(7
|
)
|
|
65
|
|
|
(72
|
)
|
|||
Other, net
|
45
|
|
|
4
|
|
|
41
|
|
|||
Income (loss) before income tax expense
|
(854
|
)
|
|
1,345
|
|
|
(2,199
|
)
|
|||
Income tax expense
|
(53
|
)
|
|
(126
|
)
|
|
73
|
|
|||
Net income (loss)
|
$
|
(907
|
)
|
|
$
|
1,219
|
|
|
$
|
(2,126
|
)
|
•
|
an increase of $62 million recognized by the Partnership primarily attributable to the higher consolidated debt balance following the SemGroup acquisition and related debt refinancing, the impact of which was partially offset by lower borrowing costs from floating rate debt;
|
•
|
an increase of $4 million for USAC primarily attributable to a full quarter of interest expense incurred in the current period on its senior notes 2027 issued in March 2019, which were used to reduce borrowings under its credit agreement, partially offset by the reduced borrowings and lower weighted average interest rates under the credit agreement; and
|
•
|
an increase of $2 million for Sunoco LP primarily related to an increase in Sunoco LP’s total long-term debt.
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Equity in earnings (losses) of unconsolidated affiliates:
|
|
|
|
|
|
||||||
Citrus
|
$
|
35
|
|
|
$
|
32
|
|
|
$
|
3
|
|
FEP
|
(70
|
)
|
|
14
|
|
|
(84
|
)
|
|||
MEP
|
—
|
|
|
7
|
|
|
(7
|
)
|
|||
White Cliffs
|
8
|
|
|
—
|
|
|
8
|
|
|||
Other
|
20
|
|
|
12
|
|
|
8
|
|
|||
Total equity in earnings (losses) of unconsolidated affiliates
|
$
|
(7
|
)
|
|
$
|
65
|
|
|
$
|
(72
|
)
|
|
|
|
|
|
|
||||||
Adjusted EBITDA related to unconsolidated affiliates(1):
|
|
|
|
|
|
||||||
Citrus
|
$
|
79
|
|
|
$
|
81
|
|
|
$
|
(2
|
)
|
FEP
|
19
|
|
|
19
|
|
|
—
|
|
|||
MEP
|
8
|
|
|
19
|
|
|
(11
|
)
|
|||
White Cliffs
|
14
|
|
|
—
|
|
|
14
|
|
|||
Other
|
34
|
|
|
27
|
|
|
7
|
|
|||
Total Adjusted EBITDA related to unconsolidated affiliates
|
$
|
154
|
|
|
$
|
146
|
|
|
$
|
8
|
|
|
|
|
|
|
|
||||||
Distributions received from unconsolidated affiliates:
|
|
|
|
|
|
||||||
Citrus
|
$
|
49
|
|
|
$
|
35
|
|
|
$
|
14
|
|
FEP
|
18
|
|
|
17
|
|
|
1
|
|
|||
MEP
|
11
|
|
|
11
|
|
|
—
|
|
|||
White Cliffs
|
13
|
|
|
—
|
|
|
13
|
|
|||
Other
|
19
|
|
|
16
|
|
|
3
|
|
|||
Total distributions received from unconsolidated affiliates
|
$
|
110
|
|
|
$
|
79
|
|
|
$
|
31
|
|
(1)
|
These amounts represent our proportionate share of the Adjusted EBITDA of our unconsolidated affiliates and are based on our equity in earnings or losses of our unconsolidated affiliates adjusted for our proportionate share of the unconsolidated affiliates’ interest, depreciation, depletion, amortization, non-cash items and taxes.
|
•
|
Segment margin, operating expenses, and selling, general and administrative expenses. These amounts represent the amounts included in our consolidated financial statements that are attributable to each segment.
|
•
|
Unrealized gains or losses on commodity risk management activities and inventory valuation adjustments. These are the unrealized amounts that are included in cost of products sold to calculate segment margin. These amounts are not included in Segment Adjusted EBITDA; therefore, the unrealized losses are added back and the unrealized gains are subtracted to calculate the segment measure.
|
•
|
Non-cash compensation expense. These amounts represent the total non-cash compensation recorded in operating expenses and selling, general and administrative expenses. This expense is not included in Segment Adjusted EBITDA and therefore is added back to calculate the segment measure.
|
•
|
Adjusted EBITDA related to unconsolidated affiliates. Adjusted EBITDA related to unconsolidated affiliates excludes the same items with respect to the unconsolidated affiliate as those excluded from the calculation of Segment Adjusted EBITDA, such as interest, taxes, depreciation, depletion, amortization and other non-cash items. Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliates. We do not control our unconsolidated affiliates; therefore, we do not control the earnings or cash flows of such affiliates.
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Natural gas transported (BBtu/d)
|
13,135
|
|
|
11,982
|
|
|
1,153
|
|
|||
Withdrawals from storage natural gas inventory (BBtu)
|
6,975
|
|
|
—
|
|
|
6,975
|
|
|||
Revenues
|
$
|
593
|
|
|
$
|
856
|
|
|
$
|
(263
|
)
|
Cost of products sold
|
303
|
|
|
572
|
|
|
(269
|
)
|
|||
Segment margin
|
290
|
|
|
284
|
|
|
6
|
|
|||
Unrealized (gains) losses on commodity risk management activities
|
(6
|
)
|
|
10
|
|
|
(16
|
)
|
|||
Operating expenses, excluding non-cash compensation expense
|
(41
|
)
|
|
(42
|
)
|
|
1
|
|
|||
Selling, general and administrative expenses, excluding non-cash compensation expense
|
(9
|
)
|
|
(6
|
)
|
|
(3
|
)
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
6
|
|
|
6
|
|
|
—
|
|
|||
Segment Adjusted EBITDA
|
$
|
240
|
|
|
$
|
252
|
|
|
$
|
(12
|
)
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Transportation fees
|
$
|
161
|
|
|
$
|
154
|
|
|
$
|
7
|
|
Natural gas sales and other (excluding unrealized gains and losses)
|
88
|
|
|
120
|
|
|
(32
|
)
|
|||
Retained fuel revenues (excluding unrealized gains and losses)
|
9
|
|
|
11
|
|
|
(2
|
)
|
|||
Storage margin (excluding unrealized gains and losses)
|
26
|
|
|
9
|
|
|
17
|
|
|||
Unrealized gains (losses) on commodity risk management activities
|
6
|
|
|
(10
|
)
|
|
16
|
|
|||
Total segment margin
|
$
|
290
|
|
|
$
|
284
|
|
|
$
|
6
|
|
•
|
a decrease of $32 million in realized natural gas sales and other primarily due to lower realized gains from pipeline optimization activity;
|
•
|
a decrease of $4 million in retention revenue due to lower natural gas prices; and
|
•
|
an increase of $3 million in selling, general and administrative expenses primarily due to higher allocated corporate costs; partially offset by
|
•
|
an increase of $17 million in realized storage margin primarily due to higher storage optimization;
|
•
|
an increase of $7 million in transportation fees primarily due to volume ramp-ups on the Red Bluff Express pipeline and new contracts; and
|
•
|
a decrease of $1 million in operating expenses primarily related to lower cost of fuel consumption resulting from lower natural gas prices.
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Natural gas transported (BBtu/d)
|
10,630
|
|
|
11,532
|
|
|
(902
|
)
|
|||
Natural gas sold (BBtu/d)
|
15
|
|
|
19
|
|
|
(4
|
)
|
|||
Revenues
|
$
|
464
|
|
|
$
|
498
|
|
|
$
|
(34
|
)
|
Operating expenses, excluding non-cash compensation, amortization and accretion expenses
|
(143
|
)
|
|
(146
|
)
|
|
3
|
|
|||
Selling, general and administrative expenses, excluding non-cash compensation, amortization and accretion expenses
|
(21
|
)
|
|
(14
|
)
|
|
(7
|
)
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
106
|
|
|
119
|
|
|
(13
|
)
|
|||
Other
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Segment Adjusted EBITDA
|
$
|
404
|
|
|
$
|
456
|
|
|
$
|
(52
|
)
|
•
|
a decrease of $34 million in revenues primarily due to a $16 million decrease resulting from a contractual rate adjustment on commitments at our Lake Charles LNG facility and a $20 million decrease primarily due to lower rates and volumes as a result of less favorable market conditions on our Rover, Panhandle, Transwestern and Trunkline pipelines;
|
•
|
an increase of $7 million in selling, general and administrative expenses primarily due to higher overhead costs; and
|
•
|
a decrease of $13 million in Adjusted EBITDA related to unconsolidated affiliates primarily due to an $11 million net decrease from our Midcontinent Express Pipeline joint venture as a result of less capacity sold and lower rates received following the expiration of certain contracts and a $2 million net decrease from our Citrus joint venture resulting from higher allocated expenses; partially offset by
|
•
|
a decrease of $3 million in operating expenses primarily due to lower ad valorem taxes.
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Gathered volumes (BBtu/d)
|
13,346
|
|
|
12,718
|
|
|
628
|
|
|||
NGLs produced (MBbls/d)
|
610
|
|
|
563
|
|
|
47
|
|
|||
Equity NGLs (MBbls/d)
|
36
|
|
|
35
|
|
|
1
|
|
|||
Revenues
|
$
|
1,170
|
|
|
$
|
1,718
|
|
|
$
|
(548
|
)
|
Cost of products sold
|
575
|
|
|
1,141
|
|
|
(566
|
)
|
|||
Segment margin
|
595
|
|
|
577
|
|
|
18
|
|
|||
Operating expenses, excluding non-cash compensation expense
|
(193
|
)
|
|
(183
|
)
|
|
(10
|
)
|
|||
Selling, general and administrative expenses, excluding non-cash compensation expense
|
(26
|
)
|
|
(19
|
)
|
|
(7
|
)
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
7
|
|
|
6
|
|
|
1
|
|
|||
Other
|
—
|
|
|
1
|
|
|
(1
|
)
|
|||
Segment Adjusted EBITDA
|
$
|
383
|
|
|
$
|
382
|
|
|
$
|
1
|
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Gathering and processing fee-based revenues
|
$
|
530
|
|
|
$
|
502
|
|
|
$
|
28
|
|
Non-fee-based contracts and processing
|
65
|
|
|
75
|
|
|
(10
|
)
|
|||
Total segment margin
|
$
|
595
|
|
|
$
|
577
|
|
|
$
|
18
|
|
•
|
an increase of $28 million in fee-based margin due to volume growth in the Permian, Mid-Continent/Panhandle and Northeast regions; and
|
•
|
an increase of $13 million in non fee-based margin due to increased throughput volume in the Permian region; partially offset by
|
•
|
a decrease of $22 million in non fee-based margin due to lower NGL prices of $17 million and lower natural gas prices of $5 million;
|
•
|
an increase of $10 million in operating expenses due to an increase of $6 million in maintenance project costs and $4 million in employee costs; and
|
•
|
an increase of $7 million in selling, general and administrative expenses due to an increase in overhead costs allocated to the segment.
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
NGL transportation volumes (MBbls/d)
|
1,398
|
|
|
1,178
|
|
|
220
|
|
|||
Refined products transportation volumes (MBbls/d)
|
533
|
|
|
617
|
|
|
(84
|
)
|
|||
NGL and refined products terminal volumes (MBbls/d)
|
847
|
|
|
777
|
|
|
70
|
|
|||
NGL fractionation volumes (MBbls/d)
|
804
|
|
|
678
|
|
|
126
|
|
|||
Revenues
|
$
|
2,715
|
|
|
$
|
3,031
|
|
|
$
|
(316
|
)
|
Cost of products sold
|
1,836
|
|
|
2,326
|
|
|
(490
|
)
|
|||
Segment margin
|
879
|
|
|
705
|
|
|
174
|
|
|||
Unrealized (gains) losses on commodity risk management activities
|
(55
|
)
|
|
57
|
|
|
(112
|
)
|
|||
Operating expenses, excluding non-cash compensation expense
|
(159
|
)
|
|
(149
|
)
|
|
(10
|
)
|
|||
Selling, general and administrative expenses, excluding non-cash compensation expense
|
(25
|
)
|
|
(19
|
)
|
|
(6
|
)
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
23
|
|
|
18
|
|
|
5
|
|
|||
Segment Adjusted EBITDA
|
$
|
663
|
|
|
$
|
612
|
|
|
$
|
51
|
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Transportation margin
|
$
|
476
|
|
|
$
|
363
|
|
|
$
|
113
|
|
Fractionators and refinery services margin
|
179
|
|
|
168
|
|
|
11
|
|
|||
Terminal services margin
|
151
|
|
|
135
|
|
|
16
|
|
|||
Storage margin
|
63
|
|
|
56
|
|
|
7
|
|
|||
Marketing margin
|
(45
|
)
|
|
40
|
|
|
(85
|
)
|
|||
Unrealized gains (losses) on commodity risk management activities
|
55
|
|
|
(57
|
)
|
|
112
|
|
|||
Total segment margin
|
$
|
879
|
|
|
$
|
705
|
|
|
$
|
174
|
|
•
|
an increase of $113 million in transportation margin primarily due to a $74 million increase from higher throughput volumes on our Mariner East pipeline system, a $35 million increase from higher throughput volumes received from the Permian region on our Texas NGL pipelines, a $7 million increase due to the initiation of service on our JC Nolan diesel fuel pipeline in the third quarter of 2019, and a $5 million increase due to higher throughput volumes from the Barnett region. These increases were partially offset by a $6 million decrease resulting from the closure of a third-party refinery during the third quarter of 2019;
|
•
|
an increase of $16 million in terminal services margin primarily due to an $18 million increase from higher throughput on our Mariner East system partially offset by a $2 million decrease due to the closure of a third-party refinery;
|
•
|
an increase of $11 million in fractionators and refinery services margin primarily due to a $10 million increase from the commissioning of our sixth and seventh fractionators in February 2019 and February 2020, respectively, and higher NGL volumes from the Permian region feeding our Mont Belvieu fractionation facility; and
|
•
|
an increase of $7 million in storage margin primarily due to a $3 million increase in fees generated from exported volumes and a $3 million increase from higher throughput; partially offset by
|
•
|
a decrease of $85 million in marketing margin primarily due to a $50 million decrease from inventory valuation adjustments and a $34 million decrease from capacity lease fees incurred by our marketing affiliate on our Mariner East pipeline system;
|
•
|
an increase of $10 million in operating expenses primarily due to increases totaling $16 million for costs associated with operating additional assets as well as an increase in throughput volumes, partially offset by a $6 million decrease in power costs; and
|
•
|
an increase of $6 million in selling, general and administrative expenses primarily due to a $6 million increase in overhead costs allocated to the segment.
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Crude transportation volumes (MBbls/d)
|
4,454
|
|
|
4,048
|
|
|
406
|
|
|||
Crude terminals volumes (MBbls/d)
|
2,996
|
|
|
2,560
|
|
|
436
|
|
|||
Revenues
|
$
|
4,213
|
|
|
$
|
4,186
|
|
|
$
|
27
|
|
Cost of products sold
|
3,458
|
|
|
3,162
|
|
|
296
|
|
|||
Segment margin
|
755
|
|
|
1,024
|
|
|
(269
|
)
|
|||
Unrealized (gains) losses on commodity risk management activities
|
10
|
|
|
(109
|
)
|
|
119
|
|
|||
Operating expenses, excluding non-cash compensation expense
|
(158
|
)
|
|
(150
|
)
|
|
(8
|
)
|
|||
Selling, general and administrative expenses, excluding non-cash compensation expense
|
(28
|
)
|
|
(20
|
)
|
|
(8
|
)
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
12
|
|
|
(2
|
)
|
|
14
|
|
|||
Other
|
—
|
|
|
1
|
|
|
(1
|
)
|
|||
Segment Adjusted EBITDA
|
$
|
591
|
|
|
$
|
744
|
|
|
$
|
(153
|
)
|
•
|
a decrease of $150 million in segment margin (excluding unrealized gains and losses on commodity risk management activities) primarily due to a $206 million decrease (excluding a net change of $119 million in unrealized gains and losses on commodity risk management activities) from our crude oil acquisition and marketing business that was primarily from inventory valuation adjustments (a loss of $154 million for the current period compared to a gain of $36 million for the prior period) and a $58 million decrease on our Texas crude pipeline system due to lower average rates realized, partially offset by a $73 million increase in margin from terminal operations primarily due to assets acquired in 2019, a $20 million increase due to higher volumes on our Bakken Pipeline, and an $18 million increase due to higher volumes on our Bayou Bridge Pipeline;
|
•
|
an increase of $8 million in operating expenses primarily due to costs related to assets acquired in 2019, partly offset by lower crude trucking expenses; and
|
•
|
an increase of $8 million in selling, general and administrative expenses primarily due to a $3 million increase in allocated overhead, a $4 million increase in costs related to assets acquired in 2019, and a $1 million increase in legal expenses; partially offset by
|
•
|
an increase of $14 million in Adjusted EBITDA related to unconsolidated affiliates due to assets acquired in 2019 and improved jet fuels sales by our joint ventures.
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Revenues
|
$
|
3,272
|
|
|
$
|
3,692
|
|
|
$
|
(420
|
)
|
Cost of products sold
|
3,164
|
|
|
3,322
|
|
|
(158
|
)
|
|||
Segment margin
|
108
|
|
|
370
|
|
|
(262
|
)
|
|||
Unrealized (gains) losses on commodity risk management activities
|
6
|
|
|
(6
|
)
|
|
12
|
|
|||
Operating expenses, excluding non-cash compensation expense
|
(109
|
)
|
|
(98
|
)
|
|
(11
|
)
|
|||
Selling, general and administrative expenses, excluding non-cash compensation expense
|
(30
|
)
|
|
(24
|
)
|
|
(6
|
)
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
2
|
|
|
—
|
|
|
2
|
|
|||
Inventory valuation adjustments
|
227
|
|
|
(93
|
)
|
|
320
|
|
|||
Other
|
5
|
|
|
4
|
|
|
1
|
|
|||
Segment Adjusted EBITDA
|
$
|
209
|
|
|
$
|
153
|
|
|
$
|
56
|
|
•
|
an increase of $70 million in gross profit on motor fuel sales, primarily due to a 32.6% increase in gross profit per gallon sold and the receipt of a $13 million make-up payment under a fuel supply agreement; partially offset by a 2.2% decrease in gallons sold;
|
•
|
an increase in non-motor fuel sales gross profit of $2 million; and
|
•
|
an increase in unconsolidated affiliate adjusted EBITDA of $2 million; partially offset by
|
•
|
an increase of $17 million in operating expenses and selling, general and administrative expenses, excluding non-cash compensation, primarily attributable to a $16 million charge for current expected credit losses of Sunoco LP’s accounts receivable in connection with the financial impact from COVID-19.
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Revenues
|
$
|
179
|
|
|
$
|
171
|
|
|
$
|
8
|
|
Cost of products sold
|
24
|
|
|
22
|
|
|
2
|
|
|||
Segment margin
|
155
|
|
|
149
|
|
|
6
|
|
|||
Operating expenses, excluding non-cash compensation expense
|
(35
|
)
|
|
(35
|
)
|
|
—
|
|
|||
Selling, general and administrative expenses, excluding non-cash compensation expense
|
(14
|
)
|
|
(13
|
)
|
|
(1
|
)
|
|||
Segment Adjusted EBITDA
|
$
|
106
|
|
|
$
|
101
|
|
|
$
|
5
|
|
•
|
an increase of $6 million in segment margin primarily due to an increase revenues as a result of the increase in average revenue generating horsepower; partially offset by
|
•
|
an increase of $1 million in selling, general and administrative expenses primarily due to an increase in the provision for expected credit losses.
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Revenues
|
$
|
454
|
|
|
$
|
497
|
|
|
$
|
(43
|
)
|
Cost of products sold
|
415
|
|
|
455
|
|
|
(40
|
)
|
|||
Segment margin
|
39
|
|
|
42
|
|
|
(3
|
)
|
|||
Unrealized gains on commodity risk management activities
|
(5
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|||
Operating expenses, excluding non-cash compensation expense
|
(8
|
)
|
|
(7
|
)
|
|
(1
|
)
|
|||
Selling, general and administrative expenses, excluding non-cash compensation expense
|
(26
|
)
|
|
(13
|
)
|
|
(13
|
)
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
—
|
|
|
(1
|
)
|
|
1
|
|
|||
Other and eliminations
|
19
|
|
|
13
|
|
|
6
|
|
|||
Segment Adjusted EBITDA
|
$
|
19
|
|
|
$
|
33
|
|
|
$
|
(14
|
)
|
•
|
our natural gas marketing operations;
|
•
|
our wholly-owned natural gas compression operations;
|
•
|
a noncontrolling interest in PES. Prior to PES’s reorganization in August 2018, ETO’s 33% interest in PES was reflected as an unconsolidated affiliate; subsequent to the August 2018 reorganization, ETO holds an approximately 7.4% interest in PES and no longer reflects PES as an affiliate; and
|
•
|
our investment in coal handling facilities.
|
•
|
a decrease of $2 million due to lower sales of residue gas;
|
•
|
a decrease of $3 million due to lower gas prices and increased power costs at our compression services business;
|
•
|
a decrease of $4 million due to lower revenues from our compression equipment business;
|
•
|
a decrease of $10 million due to changes in eliminations of intersegment amounts, the net impacts of which are reflected in the all other segment;
|
•
|
a decrease of $3 million due to higher expenses in our compression business resulting from lower cost recoveries and higher allocated costs;
|
•
|
a decrease of $2 million due to power trading activities; and
|
•
|
a decrease of $16 million due to higher merger and acquisition expense in the current period; partially offset by
|
•
|
an increase of $16 million from settlement payments received from our ownership of PES; and
|
•
|
an increase of $5 million due to storage gains.
|
|
Growth
|
|
Maintenance
|
||||||||||||
|
Low
|
|
High
|
|
Low
|
|
High
|
||||||||
Intrastate transportation and storage
|
$
|
10
|
|
|
$
|
20
|
|
|
$
|
40
|
|
|
$
|
45
|
|
Interstate transportation and storage (1)
|
75
|
|
|
100
|
|
|
125
|
|
|
130
|
|
||||
Midstream
|
400
|
|
|
425
|
|
|
105
|
|
|
110
|
|
||||
NGL and refined products transportation and services
|
2,550
|
|
|
2,700
|
|
|
85
|
|
|
95
|
|
||||
Crude oil transportation and services (1)
|
275
|
|
|
300
|
|
|
140
|
|
|
150
|
|
||||
All other (including eliminations)
|
50
|
|
|
75
|
|
|
55
|
|
|
60
|
|
||||
Total capital expenditures
|
$
|
3,360
|
|
|
$
|
3,620
|
|
|
$
|
550
|
|
|
$
|
590
|
|
(1)
|
Includes capital expenditures related to our proportionate ownership of the Bakken, Rover and Bayou Bridge pipeline projects.
|
|
Capital Expenditures Recorded During Period
|
||||||||||
|
Growth
|
|
Maintenance
|
|
Total
|
||||||
Intrastate transportation and storage
|
$
|
2
|
|
|
$
|
24
|
|
|
$
|
26
|
|
Interstate transportation and storage
|
8
|
|
|
7
|
|
|
15
|
|
|||
Midstream
|
128
|
|
|
23
|
|
|
151
|
|
|||
NGL and refined products transportation and services
|
774
|
|
|
16
|
|
|
790
|
|
|||
Crude oil transportation and services
|
83
|
|
|
12
|
|
|
95
|
|
|||
Investment in Sunoco LP
|
36
|
|
|
5
|
|
|
41
|
|
|||
Investment in USAC
|
47
|
|
|
9
|
|
|
56
|
|
|||
All other (including eliminations)
|
16
|
|
|
6
|
|
|
22
|
|
|||
Total capital expenditures
|
$
|
1,094
|
|
|
$
|
102
|
|
|
$
|
1,196
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
ETO Senior Notes
|
$
|
37,782
|
|
|
$
|
36,118
|
|
Transwestern Senior Notes
|
400
|
|
|
575
|
|
||
Panhandle Senior Notes
|
235
|
|
|
235
|
|
||
Bakken Senior Notes
|
2,500
|
|
|
2,500
|
|
||
Sunoco LP Senior Notes and lease-related obligations
|
2,932
|
|
|
2,935
|
|
||
USAC Senior Notes
|
1,475
|
|
|
1,475
|
|
||
Credit facilities and commercial paper:
|
|
|
|
||||
ETO $2.00 billion Term Loan facility due October 2022
|
2,000
|
|
|
2,000
|
|
||
ETO $5.00 billion Revolving Credit Facility due December 2023 (1)
|
1,955
|
|
|
4,214
|
|
||
Sunoco LP $1.50 billion Revolving Credit Facility due July 2023
|
265
|
|
|
162
|
|
||
USAC $1.60 billion Revolving Credit Facility due April 2023
|
459
|
|
|
403
|
|
||
HFOTCO Tax Exempt Notes due 2050
|
225
|
|
|
225
|
|
||
Other long-term debt
|
8
|
|
|
2
|
|
||
Net unamortized premiums, discounts, and fair value adjustments
|
(10
|
)
|
|
4
|
|
||
Deferred debt issuance costs
|
(301
|
)
|
|
(276
|
)
|
||
Total debt
|
49,925
|
|
|
50,572
|
|
||
Less: current maturities of long-term debt
|
16
|
|
|
12
|
|
||
Long-term debt, less current maturities
|
$
|
49,909
|
|
|
$
|
50,560
|
|
(1)
|
Includes $113 million and $1.64 billion of commercial paper outstanding at March 31, 2020 and December 31, 2019, respectively.
|
Period Ended
|
|
Record Date
|
|
Payment Date
|
|
Series A (1)
|
|
Series B (1)
|
|
Series C
|
|
Series D
|
|
Series E
|
|
Series F (2)
|
|
Series G (2)
|
||||||||||||||
December 31, 2019
|
|
February 3, 2020
|
|
February 18, 2020
|
|
$
|
31.25
|
|
|
$
|
33.125
|
|
|
$
|
0.4609
|
|
|
$
|
0.4766
|
|
|
$
|
0.4750
|
|
|
$
|
—
|
|
|
$
|
—
|
|
March 31, 2020
|
|
May 1, 2020
|
|
May 15, 2020
|
|
—
|
|
|
—
|
|
|
0.4609
|
|
|
0.4766
|
|
|
0.4750
|
|
|
21.19
|
|
|
22.36
|
|
(1)
|
Series A Preferred Unit and Series B Preferred Unit distributions are paid on a semi-annual basis.
|
(2)
|
Series F Preferred Unit and Series G Preferred Unit distributions related to the period ended March 31, 2020 represent a prorated initial distribution. Distributions are paid on a semi-annual basis.
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
December 31, 2019
|
|
February 7, 2020
|
|
February 19, 2020
|
|
$
|
0.8255
|
|
March 31, 2020
|
|
May 7, 2020
|
|
May 19, 2020
|
|
0.8255
|
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
December 31, 2019
|
|
January 27, 2020
|
|
February 7, 2020
|
|
$
|
0.5250
|
|
March 31, 2020
|
|
April 27, 2020
|
|
May 8, 2020
|
|
0.5250
|
|
•
|
changes in the long-term supply of and demand for natural gas, NGLs, refined products and/or crude oil, including as a result of uncertainty regarding the length of time it will take for the United States and the rest of the world to slow the spread of the COVID-19 virus to the point where applicable authorities are comfortable easing current restrictions on various commercial and economic activities; such restrictions are designed to protect public health but also have the effect of reducing demand for natural gas, NGLs, refined products and crude oil;
|
•
|
the severity and duration of world health events, including the recent COVID-19 pandemic, related economic repercussions, actions taken by governmental authorities and other third parties in response to the pandemic and the resulting severe disruption in the oil and gas industry and negative impact on demand for natural gas, NGLs, refined products and crude oil, which may negatively impact our business;
|
•
|
changes in general economic conditions and changes in economic conditions of the crude oil and natural gas industries specifically, including the current significant surplus in the supply of oil and actions by foreign oil-producing nations with respect to oil production levels and announcements of potential changes in such levels, including the ability of those countries to agree on and comply with supply limitation;
|
•
|
uncertainty regarding the timing, pace and extent of an economic recovery in the United States and elsewhere, which in turn will likely affect demand for natural gas, NGLs, refined products and crude oil and therefore the demand for midstream services we provide and the commercial opportunities available to us;
|
•
|
the deterioration of the financial condition of our customers and the potential renegotiation or termination of customer contracts as a result of such deterioration;
|
•
|
operational challenges relating to the COVID-19 pandemic and efforts to mitigate the spread of the virus, including logistical challenges, protecting the health and well-being of our employees, remote work arrangements, performance of contracts and supply chain disruptions;
|
•
|
actions taken by federal, state or local governments to require producers of natural gas, NGL, refined products and crude oil to proration or cut their production levels as a way to address any excess market supply situations;
|
•
|
the ability of our subsidiaries to make cash distributions to us, which is dependent on their results of operations, cash flows and financial condition;
|
•
|
the actual amount of cash distributions by our subsidiaries to us;
|
•
|
the volumes transported on our subsidiaries’ pipelines and gathering systems;
|
•
|
the level of throughput in our subsidiaries’ processing and treating facilities;
|
•
|
the fees our subsidiaries charge and the margins they realize for their gathering, treating, processing, storage and transportation services;
|
•
|
the prices and market demand for, and the relationship between, natural gas and NGLs;
|
•
|
energy prices generally;
|
•
|
the prices of natural gas and NGLs compared to the price of alternative and competing fuels;
|
•
|
the general level of petroleum product demand and the availability and price of NGL supplies;
|
•
|
the level of domestic natural gas, NGL, refined products and crude oil production;
|
•
|
the availability of imported natural gas, NGLs, refined products and crude oil;
|
•
|
actions taken by foreign oil and gas producing nations;
|
•
|
the political and economic stability of petroleum producing nations;
|
•
|
the effect of weather conditions on demand for natural gas, NGLs, refined products and crude oil;
|
•
|
availability of local, intrastate and interstate transportation systems;
|
•
|
the continued ability to find and contract for new sources of natural gas supply;
|
•
|
availability and marketing of competitive fuels;
|
•
|
the impact of energy conservation efforts;
|
•
|
energy efficiencies and technological trends;
|
•
|
governmental regulation and taxation;
|
•
|
changes to, and the application of, regulation of tariff rates and operational requirements related to our subsidiaries’ interstate and intrastate pipelines;
|
•
|
hazards or operating risks incidental to the gathering, treating, processing and transporting of natural gas and NGLs;
|
•
|
competition from other midstream companies and interstate pipeline companies;
|
•
|
loss of key personnel;
|
•
|
loss of key natural gas producers or the providers of fractionation services;
|
•
|
reductions in the capacity or allocations of third-party pipelines that connect with our subsidiaries pipelines and facilities;
|
•
|
the effectiveness of risk-management policies and procedures and the ability of our subsidiaries liquids marketing counterparties to satisfy their financial commitments;
|
•
|
the nonpayment or nonperformance by our subsidiaries’ customers;
|
•
|
regulatory, environmental, political and legal uncertainties that may affect the timing and cost of our subsidiaries’ internal growth projects, such as our subsidiaries’ construction of additional pipeline systems;
|
•
|
risks associated with the construction of new pipelines and treating and processing facilities or additions to our subsidiaries’ existing pipelines and facilities, including difficulties in obtaining permits and rights-of-way or other regulatory approvals and the performance by third-party contractors;
|
•
|
the availability and cost of capital and our subsidiaries’ ability to access certain capital sources;
|
•
|
a deterioration of the credit and capital markets;
|
•
|
risks associated with the assets and operations of entities in which our subsidiaries own less than a controlling interests, including risks related to management actions at such entities that our subsidiaries may not be able to control or exert influence;
|
•
|
the ability to successfully identify and consummate strategic acquisitions at purchase prices that are accretive to our financial results and to successfully integrate acquired businesses;
|
•
|
changes in laws and regulations to which we are subject, including tax, environmental, transportation and employment regulations or new interpretations by regulatory agencies concerning such laws and regulations; and
|
•
|
the costs and effects of legal and administrative proceedings.
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||
|
Notional Volume
|
|
Fair Value Asset (Liability)
|
|
Effect of Hypothetical 10% Change
|
|
Notional Volume
|
|
Fair Value Asset (Liability)
|
|
Effect of Hypothetical 10% Change
|
||||||||||
Mark-to-Market Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Trading)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural Gas (BBtu):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basis Swaps IFERC/NYMEX (1)
|
(19,673
|
)
|
|
$
|
14
|
|
|
$
|
4
|
|
|
(35,208
|
)
|
|
$
|
2
|
|
|
$
|
5
|
|
Fixed Swaps/Futures
|
1,688
|
|
|
—
|
|
|
—
|
|
|
1,483
|
|
|
—
|
|
|
—
|
|
||||
Power (Megawatt):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Forwards
|
2,125,200
|
|
|
6
|
|
|
5
|
|
|
3,213,450
|
|
|
6
|
|
|
8
|
|
||||
Futures
|
329,896
|
|
|
—
|
|
|
1
|
|
|
(353,527
|
)
|
|
1
|
|
|
2
|
|
||||
Options – Puts
|
621,860
|
|
|
2
|
|
|
—
|
|
|
51,615
|
|
|
1
|
|
|
—
|
|
||||
Options – Calls
|
4,035,972
|
|
|
1
|
|
|
—
|
|
|
(2,704,330
|
)
|
|
1
|
|
|
—
|
|
||||
(Non-Trading)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural Gas (BBtu):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basis Swaps IFERC/NYMEX
|
(15,860
|
)
|
|
10
|
|
|
9
|
|
|
(18,923
|
)
|
|
(35
|
)
|
|
15
|
|
||||
Swing Swaps IFERC
|
31,505
|
|
|
—
|
|
|
2
|
|
|
(9,265
|
)
|
|
—
|
|
|
4
|
|
||||
Fixed Swaps/Futures
|
(1,425
|
)
|
|
(2
|
)
|
|
1
|
|
|
(3,085
|
)
|
|
(1
|
)
|
|
1
|
|
||||
Forward Physical Contracts
|
(36,691
|
)
|
|
5
|
|
|
8
|
|
|
(13,364
|
)
|
|
3
|
|
|
3
|
|
||||
NGLs (MBbls) – Forwards/Swaps
|
(2,235
|
)
|
|
36
|
|
|
8
|
|
|
(1,300
|
)
|
|
(18
|
)
|
|
18
|
|
||||
Refined Products (MBbls) – Futures
|
(1,779
|
)
|
|
(7
|
)
|
|
4
|
|
|
(2,473
|
)
|
|
(2
|
)
|
|
16
|
|
||||
Crude (MBbls) – Forwards/Swaps
|
5,260
|
|
|
3
|
|
|
1
|
|
|
4,465
|
|
|
13
|
|
|
2
|
|
||||
Corn (thousand bushels)
|
(140
|
)
|
|
—
|
|
|
—
|
|
|
(1,210
|
)
|
|
—
|
|
|
—
|
|
||||
Fair Value Hedging Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Non-Trading)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural Gas (BBtu):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basis Swaps IFERC/NYMEX
|
(32,695
|
)
|
|
(1
|
)
|
|
8
|
|
|
(31,780
|
)
|
|
1
|
|
|
7
|
|
||||
Fixed Swaps/Futures
|
(32,695
|
)
|
|
—
|
|
|
9
|
|
|
(31,780
|
)
|
|
23
|
|
|
7
|
|
(1)
|
Includes aggregate amounts for open positions related to Houston Ship Channel, Waha Hub, NGPL TexOk, West Louisiana Zone and Henry Hub locations.
|
Term
|
|
Type(1)
|
|
Notional Amount Outstanding
|
||||||
March 31, 2020
|
|
December 31, 2019
|
||||||||
July 2020(2)(3)
|
|
Forward-starting to pay a fixed rate of 3.52% and receive a floating rate
|
|
$
|
—
|
|
|
$
|
400
|
|
July 2021(2)
|
|
Forward-starting to pay a fixed rate of 3.55% and receive a floating rate
|
|
400
|
|
|
400
|
|
||
July 2022(2)
|
|
Forward-starting to pay a fixed rate of 3.80% and receive a floating rate
|
|
400
|
|
|
400
|
|
(2)
|
Represents the effective date. These forward-starting swaps have terms of 30 years with a mandatory termination date the same as the effective date.
|
•
|
the level of domestic natural gas, NGL, refined products and oil production;
|
•
|
the level of natural gas, NGL, refined products and oil imports and exports, including liquefied natural gas;
|
•
|
actions taken by natural gas and oil producing nations;
|
•
|
instability or other events affecting natural gas and oil producing nations;
|
•
|
the impact of weather, public health crises such as pandemics (including COVID-19), and other events of nature on the demand for natural gas, NGLs, refined products and oil;
|
•
|
the availability of storage, terminal and transportation systems, and refining, processing and treating facilities;
|
•
|
the price, availability and marketing of competitive fuels;
|
•
|
the demand for electricity;
|
•
|
activities by non-governmental organizations to limit certain sources of funding for the energy sector or restrict the exploration, development and production of oil and natural gas and related products;
|
•
|
the cost of capital needed to maintain or increase production levels and to construct and expand facilities;
|
•
|
the impact of energy conservation and fuel efficiency efforts; and
|
•
|
the extent of governmental regulations, taxation, fees and duties.
|
Exhibit Number
|
|
Description
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
3.4
|
|
|
3.5
|
|
|
3.6
|
|
|
3.7
|
|
|
3.8
|
|
|
3.9
|
|
|
3.10
|
|
|
3.11
|
|
|
3.12
|
|
|
3.13
|
|
|
3.14
|
|
|
3.15
|
|
|
3.16
|
|
|
3.17
|
|
|
4.1
|
|
|
4.2
|
|
|
18.1*
|
|
22.1*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1**
|
|
|
32.2**
|
|
|
101*
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) our Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019; (ii) our Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019; (iii) our Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2020 and 2019; (iv) our Consolidated Statements of Partners' Capital for the three months ended March 31, 2020 and 2019; (v) our Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019; and (vi) the notes to our Consolidated Financial Statements.
|
104
|
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
*
|
|
Filed herewith.
|
**
|
|
Furnished herewith.
|
|
|
ENERGY TRANSFER OPERATING, L.P.
|
|
|
|
|
|
|
|
By:
|
Energy Transfer Partners GP, L.P.,
|
|
|
|
its general partner
|
|
|
|
|
|
|
By:
|
Energy Transfer Partners, L.L.C.,
|
|
|
|
its general partner
|
|
|
|
|
Date:
|
May 11, 2020
|
By:
|
/s/ A. Troy Sturrock
|
|
|
|
A. Troy Sturrock
|
|
|
|
Senior Vice President, Controller and Principal Accounting Officer
(duly authorized to sign on behalf of the registrant)
|
(1)
|
Energy Transfer Operating, L.P. assumed the guarantee of the Sunoco LP Senior Notes from one of its wholly owned subsidiaries effective May 1, 2020.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Energy Transfer Operating, L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Kelcy L. Warren
|
Kelcy L. Warren
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Energy Transfer Operating, L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Thomas E. Long
|
Thomas E. Long
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
/s/ Kelcy L. Warren
|
Kelcy L. Warren
|
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
/s/ Thomas E. Long
|
Thomas E. Long
|
Chief Financial Officer
|