DEI Document
DEI Document - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 02, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ENERGY TRANSFER LP | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Central Index Key | 0001276187 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Entity File Number | 1-32740 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 2,623,235,994 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Title of 12(b) Security | Common Units | |
Trading Symbol | ET | |
Security Exchange Name | NYSE | |
Entity Tax Identification Number | 30-0108820 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 8111 Westchester Drive | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75225 | |
City Area Code | 214 | |
Local Phone Number | 981-0700 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Lease, Right of Use Asset, Net | $ 853 | $ 0 |
ASSETS | ||
Cash and cash equivalents | 445 | 419 |
Accounts receivable, net | 4,349 | 4,009 |
Accounts receivable from related companies | 111 | 111 |
Inventories | 1,832 | 1,677 |
Derivative assets | 54 | 111 |
Income taxes receivable | 99 | 73 |
Other current assets | 308 | 350 |
Total current assets | 7,198 | 6,750 |
Property, plant and equipment | 82,351 | 79,776 |
Accumulated depreciation and depletion | (14,164) | (12,813) |
Property, Plant and Equipment, Net | 68,187 | 66,963 |
Advances to and investments in unconsolidated affiliates | 2,838 | 2,642 |
Other non-current assets, net | 1,026 | 1,006 |
Intangible assets, net | 5,827 | 6,000 |
Goodwill | 4,883 | 4,885 |
Total assets | 90,812 | 88,246 |
LIABILITIES AND EQUITY | ||
Accounts payable | 3,645 | 3,493 |
Accounts payable to related companies | 14 | 59 |
Derivative liabilities | 18 | 185 |
Operating lease current liabilities | 59 | 0 |
Accrued and other current liabilities | 2,686 | 2,918 |
Current maturities of long-term debt | 7 | 2,655 |
Total current liabilities | 6,429 | 9,310 |
Long-term debt, less current maturities | 46,499 | 43,373 |
Non-current derivative liabilities | 354 | 104 |
Non-current operating lease liabilities | 803 | 0 |
Deferred income taxes | 3,071 | 2,926 |
Other non-current liabilities | 1,139 | 1,184 |
Commitments and contingencies | ||
Redeemable noncontrolling interests | 500 | 499 |
Limited Partners: | ||
Common Unitholders | 20,872 | 20,606 |
General Partner | (5) | (5) |
Accumulated other comprehensive loss | (33) | (42) |
Total partners’ capital | 20,834 | 20,559 |
Noncontrolling interests | 11,183 | 10,291 |
Total equity | 32,017 | 30,850 |
Total liabilities and equity | $ 90,812 | $ 88,246 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
REVENUES: | ||||
Total revenues | $ 13,877 | $ 14,118 | $ 26,998 | $ 26,000 |
COSTS AND EXPENSES: | ||||
Cost of products sold | 10,302 | 11,343 | 19,717 | 20,588 |
Operating expenses | 792 | 772 | 1,600 | 1,496 |
Depreciation, depletion and amortization | 785 | 694 | 1,559 | 1,359 |
Selling, general and administrative | 179 | 183 | 326 | 331 |
Impairment losses | 0 | 0 | 50 | 0 |
Total costs and expenses | 12,058 | 12,992 | 23,252 | 23,774 |
OPERATING INCOME | 1,819 | 1,126 | 3,746 | 2,226 |
OTHER INCOME (EXPENSE): | ||||
Interest expense, net of interest capitalized | (578) | (510) | (1,168) | (976) |
Equity in earnings of unconsolidated affiliates | 77 | 92 | 142 | 171 |
Losses on extinguishments of debt | 0 | 0 | (18) | (106) |
Gains (losses) on interest rate derivatives | (122) | 20 | (196) | 72 |
Other, net | 46 | (1) | 42 | 56 |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE | 1,242 | 727 | 2,548 | 1,443 |
Income tax expense from continuing operations | 34 | 68 | 160 | 58 |
INCOME FROM CONTINUING OPERATIONS | 1,208 | 659 | 2,388 | 1,385 |
Loss from discontinued operations, net of income taxes | 0 | (26) | 0 | (263) |
NET INCOME | 1,208 | 633 | 2,388 | 1,122 |
Less: Net income attributable to noncontrolling interests | 317 | 278 | 614 | 404 |
Less: Net income attributable to redeemable noncontrolling interests | 13 | 0 | 26 | 0 |
NET INCOME ATTRIBUTABLE TO PARTNERS | 878 | 355 | 1,748 | 718 |
General Partner’s interest in net income | 1 | 1 | 2 | 2 |
Series A Convertible Preferred Unitholders' interest in income | 0 | 12 | 0 | 33 |
Limited Partners’ interest in net income | $ 877 | $ 342 | $ 1,746 | $ 683 |
INCOME FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT: | ||||
Basic | $ 0.33 | $ 0.31 | $ 0.67 | $ 0.63 |
Diluted | 0.33 | 0.31 | 0.66 | 0.63 |
NET INCOME PER LIMITED PARTNER UNIT: | ||||
Basic | 0.33 | 0.31 | 0.67 | 0.62 |
Diluted | $ 0.33 | $ 0.31 | $ 0.66 | $ 0.62 |
Refined product sales | ||||
REVENUES: | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 4,477 | $ 4,600 | $ 8,203 | $ 8,203 |
Crude sales | ||||
REVENUES: | ||||
Revenue from Contract with Customer, Including Assessed Tax | 4,346 | 4,244 | 7,871 | 7,500 |
NGL sales | ||||
REVENUES: | ||||
Revenue from Contract with Customer, Including Assessed Tax | 1,996 | 2,356 | 4,398 | 4,591 |
Gathering, transportation and other fees | ||||
REVENUES: | ||||
Revenue from Contract with Customer, Including Assessed Tax | 2,035 | 1,667 | 4,302 | 3,097 |
Natural gas sales | ||||
REVENUES: | ||||
Revenue from Contract with Customer, Including Assessed Tax | 763 | 1,024 | 1,727 | 2,086 |
Other | ||||
REVENUES: | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 260 | $ 227 | $ 497 | $ 523 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 1,208 | $ 633 | $ 2,388 | $ 1,122 |
Other comprehensive income, net of tax: | ||||
Change in value of available-for-sale securities | 3 | 0 | 8 | (2) |
Actuarial gain (loss) related to pension and other postretirement benefit plans | 3 | 0 | 10 | (2) |
Change in other comprehensive income from unconsolidated affiliates | (5) | 2 | (9) | 7 |
Other comprehensive income (loss), net of tax | 1 | 2 | 9 | 3 |
Comprehensive income | 1,209 | 635 | 2,397 | 1,125 |
Less: Comprehensive income attributable to noncontrolling interests | 317 | 280 | 614 | 407 |
Other Comprehensive Income, Portion Attributable to Redeemable Noncontrolling Interest | 13 | 0 | 26 | 0 |
Comprehensive income attributable to partners | $ 879 | $ 355 | $ 1,757 | $ 718 |
Consolidated Statement Of Equit
Consolidated Statement Of Equity - USD ($) $ in Millions | Total | Series A Convertible Preferred Units [Member] | Limited Partner [Member] | General Partner | Noncontrolling Interest | AOCI Attributable to Parent [Member] |
Cumulative effect adjustment due to change in accounting principle | $ (54) | $ 0 | $ 0 | $ 0 | $ (54) | |
Balance, Beginning of Period at Dec. 31, 2017 | 29,980 | 450 | (1,643) | (3) | 31,176 | |
Distributions to partners | (266) | 0 | (265) | (1) | 0 | |
Distributions to noncontrolling interests | (893) | 0 | 0 | 0 | (893) | |
Distributions reinvested | 0 | 58 | (58) | 0 | 0 | |
Subsidiary units repurchased | (24) | (6) | (98) | 0 | 80 | |
Subsidiary units issued | 20 | 0 | 1 | 0 | 19 | |
Capital contributions received from noncontrolling interests | 229 | 0 | 0 | 0 | 229 | |
Other comprehensive income, net of tax | 1 | 0 | 0 | 0 | 1 | |
Other, net | (1) | (4) | 26 | 0 | (23) | |
Net income | 489 | 21 | 341 | 1 | 126 | |
Balance, End of Period at Mar. 31, 2018 | 29,481 | 519 | (1,696) | (3) | 30,661 | |
Balance, Beginning of Period at Dec. 31, 2017 | 29,980 | 450 | (1,643) | (3) | 31,176 | |
Distributions to noncontrolling interests | 0 | |||||
Other comprehensive income, net of tax | 3 | |||||
Stock Issued During Period, Value, Conversion of Units | 589 | |||||
Net income | 1,122 | |||||
Balance, End of Period at Jun. 30, 2018 | 30,383 | 0 | (1,106) | (4) | 31,493 | |
Balance, Beginning of Period at Mar. 31, 2018 | 29,481 | 519 | (1,696) | (3) | 30,661 | |
Distributions to partners | (266) | 0 | (265) | (1) | 0 | |
Distributions to noncontrolling interests | (900) | 0 | 0 | 0 | (900) | |
Distributions reinvested | 0 | 57 | (57) | 0 | 0 | |
Subsidiary units repurchased | 0 | (1) | (21) | 0 | 22 | |
Subsidiary units issued | 469 | 0 | 0 | 0 | 469 | |
Capital contributions received from noncontrolling interests | 89 | 0 | 0 | 0 | 89 | |
Other comprehensive income, net of tax | 2 | 0 | 0 | 0 | 2 | |
Noncontrolling Interest, Increase from Business Combination | 832 | 0 | 0 | 0 | 832 | |
Stock Issued During Period, Value, Conversion of Units | 0 | (589) | 589 | 0 | 0 | |
Other, net | 43 | 2 | 2 | (1) | 40 | |
Net income | 633 | 12 | 342 | 1 | 278 | |
Balance, End of Period at Jun. 30, 2018 | 30,383 | $ 0 | (1,106) | (4) | 31,493 | |
Balance, Beginning of Period at Dec. 31, 2018 | 30,850 | 20,606 | (5) | 10,291 | $ (42) | |
Distributions to partners | (800) | (799) | (1) | 0 | 0 | |
Distributions to noncontrolling interests | (425) | 0 | 0 | (425) | 0 | |
Capital contributions received from noncontrolling interests | 140 | 0 | 0 | 140 | 0 | |
Sale of noncontrolling interest in subsidiary | 93 | 0 | 0 | 93 | 0 | |
Other comprehensive income, net of tax | 8 | 0 | 0 | 0 | 8 | |
Other, net | 29 | 17 | 0 | 12 | 0 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Excluding Portion Attributable to Redeemable Noncontrolling Interest | 1,167 | 869 | 1 | 297 | 0 | |
Balance, End of Period at Mar. 31, 2019 | 31,062 | 20,693 | (5) | 10,408 | (34) | |
Balance, Beginning of Period at Dec. 31, 2018 | 30,850 | 20,606 | (5) | 10,291 | (42) | |
Distributions to noncontrolling interests | (51) | |||||
Other comprehensive income, net of tax | 9 | |||||
Stock Issued During Period, Value, Conversion of Units | 0 | |||||
Net income | 2,388 | |||||
Balance, End of Period at Jun. 30, 2019 | 32,017 | 20,872 | (5) | 11,183 | (33) | |
Balance, Beginning of Period at Mar. 31, 2019 | 31,062 | 20,693 | (5) | 10,408 | (34) | |
Distributions to partners | (800) | (799) | (1) | 0 | ||
Distributions to noncontrolling interests | (388) | 0 | 0 | (388) | 0 | |
Partners' Capital Account, Sale of Units | 51 | 51 | 0 | 0 | 0 | |
Subsidiary units issued | 780 | 0 | 0 | 780 | 0 | |
Capital contributions received from noncontrolling interests | 66 | 0 | 0 | 66 | 0 | |
Other comprehensive income, net of tax | 1 | 0 | 0 | 0 | 1 | |
Other, net | 50 | 50 | 0 | 0 | 0 | |
Net income | 1,208 | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Excluding Portion Attributable to Redeemable Noncontrolling Interest | 1,195 | 877 | 1 | 317 | 0 | |
Balance, End of Period at Jun. 30, 2019 | $ 32,017 | $ 20,872 | $ (5) | $ 11,183 | $ (33) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
OPERATING ACTIVITIES | ||
Net income | $ 2,388 | $ 1,122 |
Reconciliation of net income to net cash provided by operating activities: | ||
Loss from discontinued operations | 0 | 263 |
Depreciation, depletion and amortization | 1,559 | 1,359 |
Deferred income taxes | 138 | 71 |
Non-cash compensation expense | 58 | 55 |
Impairment losses | 50 | 0 |
Losses on extinguishments of debt | (18) | (106) |
Equity in earnings of unconsolidated affiliates | (142) | (171) |
Distributions from unconsolidated affiliates | 170 | 138 |
Inventory valuation adjustments | (97) | (57) |
Distributions on unvested awards | (18) | (25) |
Other non-cash | 44 | (56) |
Net change in operating assets and liabilities, net of effects of acquisitions | (274) | 357 |
Net cash provided by operating activities | 3,894 | 3,162 |
INVESTING ACTIVITIES | ||
Proceeds from Divestiture of Businesses and Interests in Affiliates | 93 | 0 |
Cash proceeds from USAC acquisition, net of cash received | 0 | 461 |
Cash paid for all other acquisitions, net of cash received | (7) | (143) |
Capital expenditures, excluding allowance for equity funds used during construction | (2,818) | (3,539) |
Contributions in aid of construction costs | 41 | 60 |
Contributions to unconsolidated affiliate | 254 | 13 |
Distributions from unconsolidated affiliates in excess of cumulative earnings | 21 | 31 |
Proceeds from the sale of other assets | 22 | 6 |
Other | 40 | 0 |
Net cash used in investing activities | (2,942) | (3,137) |
FINANCING ACTIVITIES | ||
Proceeds from borrowings | 16,463 | 16,702 |
Repayments of debt | (15,925) | (18,039) |
Subsidiary repurchases of common units | 0 | (24) |
Subsidiary units issued for cash | 780 | 940 |
Distributions to partners | (1,549) | (532) |
Debt issuance costs | (87) | (173) |
Distributions to noncontrolling interests | (813) | (1,793) |
Capital contributions from noncontrolling interest | 206 | 318 |
Other, net | (1) | 19 |
Net cash used in financing activities | (926) | (2,582) |
DISCONTINUED OPERATIONS | ||
Operating activities | 0 | (478) |
Investing activities | 0 | 3,207 |
Changes in cash included in current assets held for sale | 0 | 11 |
Net increase in cash and cash equivalents of discontinued operations | 0 | 2,740 |
Increase in cash and cash equivalents | 26 | 183 |
Cash and cash equivalents, beginning of period | 419 | 336 |
Cash and cash equivalents, end of period | $ 445 | $ 519 |
Operations And Organization
Operations And Organization | 6 Months Ended |
Jun. 30, 2019 | |
Operations And Organization [Abstract] | |
Operations And Organization | ORGANIZATION AND BASIS OF PRESENTATION Organization The consolidated financial statements presented herein contain the results of Energy Transfer LP and its subsidiaries (the “Partnership,” “we,” “us,” “our” or “ET”). References to the “Parent Company” mean Energy Transfer LP on a stand-alone basis. In October 2018, we completed the merger of ETO with a wholly-owned subsidiary of ET in a unit-for-unit exchange (the “Energy Transfer Merger”). In connection with the transaction, ETO unitholders (other than ET and its subsidiaries) received 1.28 common units of ET for each common unit of ETO they owned. Following the closing of the Energy Transfer Merger, Energy Transfer Partners, L.P. was renamed Energy Transfer Operating, L.P. In addition, Energy Transfer Equity, L.P. was renamed Energy Transfer LP, and its common units began trading on the New York Stock Exchange under the “ET” ticker symbol on October 19, 2018. Immediately prior to the closing of the Energy Transfer Merger, the following also occurred: • the IDRs in ETO were converted into 1,168,205,710 ETO common units; • the general partner interest in ETO was converted to a non-economic general partner interest and ETO issued 18,448,341 ETO common units to ETP GP; • ET contributed its 2,263,158 Sunoco LP common units to ETO in exchange for 2,874,275 ETO common units and 100 percent of the limited liability company interests in Sunoco GP LLC, the sole general partner of Sunoco LP, and all of the IDRs in Sunoco LP, to ETO in exchange for 42,812,389 ETO common units; • ET contributed its 12,466,912 common units representing limited partner interests in USAC and 100 percent of the limited liability company interests in USA Compression GP, LLC, the general partner of USAC, to ETO in exchange for 16,134,903 ETO common units; and • ET contributed its 100 percent limited liability company interest in Lake Charles LNG and a 60 percent limited liability company interest in each of Energy Transfer LNG Export, LLC, ET Crude Oil Terminals, LLC and ETC Illinois LLC (collectively, “Lake Charles LNG and Other”) to ETO in exchange for 37,557,815 ETO common units. Subsequent to the Energy Transfer Merger, substantially all of the Partnership’s cash flows are derived from distributions related to its investment in ETO, whose cash flows are derived from its subsidiaries, including ETO’s investments in Sunoco LP and USAC. The Parent Company’s primary cash requirements are for general and administrative expenses, debt service requirements and distributions to its partners. Parent Company-only assets are not available to satisfy the debts and other obligations of ET’s subsidiaries. In order to understand the financial condition of the Parent Company on a stand-alone basis, see Note 17 for stand-alone financial information apart from that of the consolidated partnership information included herein. Our financial statements reflect the following reportable segments: • 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; and • corporate and other, including the following: • activities of the Parent Company; and • certain operations and investments that are not separately reflected as reportable segments. Basis of Presentation The unaudited financial information included in this Form 10-Q has been prepared on the same basis as the audited consolidated financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2018 , filed with the SEC on February 22, 2019 . In the opinion of the Partnership’s management, such financial information reflects all adjustments necessary for a fair presentation of the financial position and the results of operations for such interim periods in accordance with GAAP. All intercompany items and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC. The consolidated financial statements of ET presented herein include the results of operations of: • the Parent Company; • our controlled subsidiary, Energy Transfer Operating, L.P. (“ETO”); and • Energy Transfer Partners GP, L.P. (“ETP GP”), the general partner of ETO, and Energy Transfer Partners, L.L.C. (“ETP LLC”), the general partner of ETP GP. Our subsidiaries also own varying undivided interests in certain pipelines. Ownership of these pipelines has been structured as an ownership of an undivided interest in assets, not as an ownership interest in a partnership, limited liability company, joint venture or other forms of entities. Each owner controls marketing and invoices separately, and each owner is responsible for any loss, damage or injury that may occur to their own customers. As a result, we apply proportionate consolidation for our interests in these entities. Certain prior period amounts have also been reclassified to conform to the current period presentation. These reclassifications had no impact on net income or total equity. Use of Estimates The unaudited consolidated financial statements have been prepared in conformity with GAAP, which includes the use of estimates and assumptions made by management that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities that exist at the date of the consolidated financial statements. Although these estimates are based on management’s available knowledge of current and expected future events, actual results could be different from those estimates. Change in Accounting Policy Adoption of Lease Accounting Standard In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) , which has amended the FASB Accounting Standards Codification (“ASC”) and introduced Topic 842, Leases. On January 1, 2019, the Partnership has adopted ASC Topic 842 (“Topic 842”), which is effective for interim and annual reporting periods beginning on or after December 15, 2018. Topic 842 requires entities to recognize lease assets and liabilities on the balance sheet for all leases with a term of more than one year, including operating leases, which historically were not recorded on the balance sheet in accordance with the prior standard. To adopt Topic 842, the Partnership recognized a cumulative catch-up adjustment to the opening balance sheet as of January 1, 2019 related to certain leases that existed as of that date. As permitted, we have not retrospectively modified our consolidated financial statements for comparative purposes. The adoption of the standard had a material impact on our consolidated balance sheet, but did not have an impact on our consolidated statements of operations, comprehensive income or cash flows. As a result of adoption, we have recorded additional net right-of-use (“ROU”) lease assets and lease liabilities of approximately $888 million and $888 million , respectively, as of January 1, 2019. In addition, we have updated our business processes, systems, and internal controls to support the on-going reporting requirements under the new standard. To adopt Topic 842, the Partnership elected the package of practical expedients permitted under the transition guidance within the standard. The expedient package allowed us not to reassess whether existing contracts contained a lease, the lease classification of existing leases and initial direct cost for existing leases. In addition to the package of practical expedients, the Partnership has elected not to capitalize amounts pertaining to leases with terms less than twelve months, to use the portfolio approach to determine discount rates, not to separate non-lease components from lease components and not to apply the use of hindsight to the active lease population. Cumulative-effect adjustments made to the opening balance sheet at January 1, 2019 were as follows: Balance at December 31, 2018, as previously reported Adjustments due to Topic 842 (Leases) Balance at January 1, 2019 Assets: Property, plant and equipment, net $ 66,963 $ (1 ) $ 66,962 Lease right-of-use assets, net — 889 889 Liabilities: Operating lease current liabilities $ — $ 71 $ 71 Accrued and other current liabilities 2,918 (1 ) 2,917 Current maturities of long-term debt 2,655 1 2,656 Long-term debt, less current maturities 43,373 6 43,379 Non-current operating lease liabilities — 823 823 Other non-current liabilities 1,184 (12 ) 1,172 Additional disclosures related to lease accounting are included in Note 13 . Recent Accounting Pronouncements ASU 2017-12 In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The amendments in this update improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition, the amendments in this update make certain targeted improvements to simplify the application of hedge accounting guidance. The Partnership adopted this guidance in the first quarter of 2019, and the adoption of this guidance did not have a material impact on the consolidated financial statements and related disclosures. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2019 | |
ACQUISITIONS AND DIVESTITURE [Abstract] | |
Acquisitions | ACQUISITIONS AND OTHER INVESTING TRANSACTIONS Sunoco LP Retail Store and Real Estate Sales On January 23, 2018, Sunoco LP completed the disposition of assets pursuant to the purchase agreement with 7-Eleven, Inc. (the “7-Eleven Transaction”). As a result of the 7-Eleven Transaction, previously eliminated wholesale motor fuel sales to Sunoco LP’s retail locations are reported as wholesale motor fuel sales to third parties. Also, the related accounts receivable from such sales are no longer eliminated from the Partnership’s consolidated balance sheets and are reported as accounts receivable. In connection with the 7-Eleven Transaction, Sunoco LP entered into a Distributor Motor Fuel Agreement dated as of January 23, 2018, as amended (“Supply Agreement”), with 7-Eleven and SEI Fuel (collectively, “Distributor”). The Supply Agreement consists of a 15-year take-or-pay fuel supply arrangement. For the period from January 1, 2018 through January 22, 2018, Sunoco LP recorded sales to the sites that were subsequently sold to 7-Eleven of $199 million , which were eliminated in consolidation. Sunoco LP received payments on trade receivables from 7-Eleven of $1.1 billion and $1.9 billion for the three and six months ended June 30, 2019 , respectively, and $979 million and $1.6 billion for the three and six months ended June 30, 2018 , respectively, subsequent to the closing of the sale. The Partnership has concluded that it meets the accounting requirements for reporting the financial position, results of operations and cash flows of Sunoco LP’s retail divestment as discontinued operations. There were no results of operations associated with discontinued operations for the three and six months ended June 30, 2019 . The results of operations associated with discontinued operations for the three and six months ended ended June 30, 2018 were as follows: Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 REVENUES $ — $ 349 COSTS AND EXPENSES Cost of products sold — 305 Operating expenses — 61 Selling, general and administrative 5 7 Total costs and expenses 5 373 OPERATING LOSS (5 ) (24 ) Interest expense, net — 2 Loss on extinguishment of debt and other — 20 Other, net 38 61 LOSS FROM DISCONTINUED OPERATIONS BEFORE INCOME TAX EXPENSE (BENEFIT) (43 ) (107 ) Income tax expense (benefit) (17 ) 156 LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES $ (26 ) $ (263 ) LOSS FROM DISCONTINUED OPERATIONS BEFORE INCOME TAX EXPENSE (BENEFIT) ATTRIBUTABLE TO ET $ (1 ) $ (10 ) |
Cash And Cash Equivalents
Cash And Cash Equivalents | 6 Months Ended |
Jun. 30, 2019 | |
Supplemental Cash Flow Information [Abstract] | |
Cash And Cash Equivalents | CASH AND CASH EQUIVALENTS Cash and cash equivalents include all cash on hand, demand deposits, and investments with original maturities of three months or less. We consider cash equivalents to include short-term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value. We place our cash deposits and temporary cash investments with high credit quality financial institutions. At times, our cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit. The net change in operating assets and liabilities (net of effects of acquisitions) included in cash flows from operating activities is comprised as follows: Six Months Ended 2019 2018 Accounts receivable $ (340 ) $ 253 Accounts receivable from related companies (1 ) 71 Inventories (57 ) 350 Other current assets 30 (370 ) Other non-current assets, net (20 ) 69 Accounts payable 199 (600 ) Accounts payable to related companies (49 ) (145 ) Accrued and other current liabilities (89 ) 495 Other non-current liabilities (87 ) 1 Derivative assets and liabilities, net 140 233 Net change in operating assets and liabilities, net of effects of acquisitions $ (274 ) $ 357 Non-cash activities are as follows: Six Months Ended 2019 2018 NON-CASH INVESTING ACTIVITIES: Accrued capital expenditures $ 714 $ 1,015 Losses from subsidiary common unit transactions — (125 ) Lease assets obtained in exchange for new lease liabilities 15 — NON-CASH FINANCING ACTIVITIES: Distribution reinvestment $ 51 $ — Conversion of Series A Convertible Preferred Units to common units — 589 |
Inventories (Notes)
Inventories (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory, Net [Abstract] | |
Inventories | INVENTORIES Inventories consisted of the following: June 30, 2019 December 31, 2018 Natural gas, NGLs and refined products $ 793 $ 833 Crude oil 622 506 Spare parts and other 417 338 Total inventories $ 1,832 $ 1,677 We utilize commodity derivatives to manage price volatility associated with its natural gas inventories. Changes in fair value of designated hedged inventory are recorded in inventory on our consolidated balance sheets and cost of products sold in our consolidated statements of operations. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASURES Based on the estimated borrowing rates currently available to us and our subsidiaries for loans with similar terms and average maturities, the aggregate fair value and carrying amount of our consolidated debt obligations as of June 30, 2019 were $49.93 billion and $46.51 billion , respectively. As of December 31, 2018 , the aggregate fair value and carrying amount of our consolidated debt obligations were $45.06 billion and $46.03 billion , respectively. The fair value of our consolidated debt obligations is a Level 2 valuation based on the respective debt obligations’ observable inputs used for similar liabilities. We have commodity derivatives and interest rate derivatives that are accounted for as assets and liabilities at fair value in our consolidated balance sheets. We determine the fair value of our assets and liabilities subject to fair value measurement by using the highest possible “level” of inputs. Level 1 inputs are observable quotes in an active market for identical assets and liabilities. We consider the valuation of marketable securities and commodity derivatives transacted through a clearing broker with a published price from the appropriate exchange as a Level 1 valuation. Level 2 inputs are inputs observable for similar assets and liabilities. We consider OTC commodity derivatives entered into directly with third parties as a Level 2 valuation since the values of these derivatives are quoted on an exchange for similar transactions. Additionally, we consider our options transacted through our clearing broker as having Level 2 inputs due to the level of activity of these contracts on the exchange in which they trade. We consider the valuation of our interest rate derivatives as Level 2 as the primary input, the LIBOR curve, is based on quotes from an active exchange of Eurodollar futures for the same period as the future interest swap settlements. Level 3 inputs are unobservable. During the six months ended June 30, 2019 , no transfers were made between any levels within the fair value hierarchy. The following tables summarize the gross fair value of our financial assets and liabilities measured and recorded at fair value on a recurring basis as of June 30, 2019 and December 31, 2018 based on inputs used to derive their fair values: Fair Value Measurements at Fair Value Total Level 1 Level 2 Assets: Commodity derivatives: Natural Gas: Basis Swaps IFERC/NYMEX $ 33 $ 33 $ — Fixed Swaps/Futures 35 35 — Forward Physical Contracts 7 — 7 Power: Forwards 40 — 40 Futures 7 7 — NGLs – Forwards/Swaps 377 377 — Refined Products – Futures 1 1 — Crude – Forwards/Swaps 40 40 — Corn - Forwards/Swaps 1 1 — Total commodity derivatives 541 494 47 Other non-current assets 29 19 10 Total assets $ 570 $ 513 $ 57 Liabilities: Interest rate derivatives $ (354 ) $ — $ (354 ) Commodity derivatives: Natural Gas: Basis Swaps IFERC/NYMEX (42 ) (42 ) — Swing Swaps IFERC (2 ) (1 ) (1 ) Fixed Swaps/Futures (23 ) (23 ) — Forward Physical Contracts (3 ) — (3 ) Power: Forwards (31 ) — (31 ) Futures (8 ) (8 ) — NGLs – Forwards/Swaps (409 ) (409 ) — Refined Products – Futures (4 ) (4 ) — Crude – Forwards/Swaps (1 ) (1 ) — Total commodity derivatives (523 ) (488 ) (35 ) Total liabilities $ (877 ) $ (488 ) $ (389 ) Fair Value Measurements at Fair Value Total Level 1 Level 2 Assets: Commodity derivatives: Natural Gas: Basis Swaps IFERC/NYMEX $ 42 $ 42 $ — Swing Swaps IFERC 52 8 44 Fixed Swaps/Futures 97 97 — Forward Physical Contracts 20 — 20 Power: Forwards 48 — 48 Futures 1 1 — Options – Calls 1 1 — NGLs – Forwards/Swaps 291 291 — Refined Products – Futures 7 7 — Crude – Forwards/Swaps 1 1 — Total commodity derivatives 560 448 112 Other non-current assets 26 17 9 Total assets $ 586 $ 465 $ 121 Liabilities: Interest rate derivatives $ (163 ) $ — $ (163 ) Commodity derivatives: Natural Gas: Basis Swaps IFERC/NYMEX (91 ) (91 ) — Swing Swaps IFERC (40 ) — (40 ) Fixed Swaps/Futures (88 ) (88 ) — Forward Physical Contracts (21 ) — (21 ) Power: Forwards (42 ) — (42 ) Futures (1 ) (1 ) — NGLs – Forwards/Swaps (224 ) (224 ) — Refined Products – Futures (15 ) (15 ) — Crude – Forwards/Swaps (61 ) (61 ) — Total commodity derivatives (583 ) (480 ) (103 ) Total liabilities $ (746 ) $ (480 ) $ (266 ) |
Net Income per Limited Partner
Net Income per Limited Partner Unit | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Income Per Limited Partner Unit | NET INCOME PER LIMITED PARTNER UNIT A reconciliation of income and weighted average units used in computing basic and diluted income per unit is as follows: Three Months Ended Six Months Ended 2019 2018 2019 2018 Income from continuing operations $ 1,208 $ 659 $ 2,388 $ 1,385 Less: Income from continuing operations attributable to noncontrolling interests 317 303 614 657 Less: Net income attributable to redeemable noncontrolling interests 13 — 26 — Income from continuing operations, net of noncontrolling interests 878 356 1,748 728 Less: Series A Convertible Preferred Unitholders’ interest in income — 12 — 33 Less: General Partner’s interest in income 1 1 2 2 Income from continuing operations available to Limited Partners $ 877 $ 343 $ 1,746 $ 693 Basic Income from Continuing Operations per Limited Partner Unit: Weighted average limited partner units 2,621.2 1,114.8 2,620.3 1,097.1 Basic income from continuing operations per Limited Partner unit $ 0.33 $ 0.31 $ 0.67 $ 0.63 Basic income (loss) from discontinued operations per Limited Partner unit $ — $ — $ — $ (0.01 ) Diluted Income from Continuing Operations per Limited Partner Unit: Income from continuing operations available to Limited Partners $ 877 $ 343 $ 1,746 $ 693 Dilutive effect of distributions to Series A Convertible Preferred Unitholders — 12 — 33 Diluted income from continuing operations available to Limited Partners $ 877 $ 355 $ 1,746 $ 726 Weighted average limited partner units 2,621.2 1,114.8 2,620.3 1,097.1 Dilutive effect of Series A Convertible Preferred Units — 43.4 — 61.1 Dilutive effect of unvested unit awards 9.8 — 9.8 — Weighted average limited partner units, assuming dilutive effect of unvested unit awards 2,631.0 1,158.2 2,630.1 1,158.2 Diluted income from continuing operations per Limited Partner unit $ 0.33 $ 0.31 $ 0.66 $ 0.63 Diluted income (loss) from discontinued operations per Limited Partner unit $ — $ — $ — $ (0.01 ) |
Debt Obligations
Debt Obligations | 6 Months Ended |
Jun. 30, 2019 | |
Debt Obligations [Abstract] | |
Debt Obligations | DEBT OBLIGATIONS Parent Company Indebtedness ET Term Loan Facility On January 15, 2019, ET paid in full all outstanding borrowings under its senior secured term loan agreement and thereafter terminated the term loan agreement. In connection with the termination of the term loan agreement, the collateral securing certain series of the Partnership’s outstanding senior notes was released in accordance with the terms of the applicable indentures governing such senior notes. Subsidiary Indebtedness ET-ETO Senior Notes Exchange In February 2019, ETO commenced offers to exchange all of ET’s outstanding senior notes for senior notes issued by ETO (the “ET-ETO senior notes exchange”). Approximately 97% of ET’s outstanding senior notes were tendered and accepted, and substantially all the exchanges settled on March 25, 2019. Following the exchange, the ET senior notes that were not tendered and remain outstanding as of June 30, 2019 were as follows: • $52 million aggregate principal amount of 7.50% senior notes due 2020; • $5 million aggregate principal amount of 4.25% senior notes due 2023; • $23 million aggregate principal amount of 5.875% senior notes due 2024; and • $44 million aggregate principal amount of 5.50% senior notes due 2027. In connection with the exchange, ETO issued approximately $4.21 billion aggregate principal amount of the following senior notes: • $1.14 billion aggregate principal amount of 7.50% senior notes due 2020 ; • $995 million aggregate principal amount of 4.25% senior notes due 2023 ; • $1.13 billion aggregate principal amount of 5.875% senior notes due 2024 ; and • $956 million aggregate principal amount of 5.50% senior notes due 2027 . The senior notes were registered under the Securities Act of 1933 (as amended). ETO may redeem some or all of the senior notes at any time, or from time to time, pursuant to the terms of the indenture and related indenture supplements related to the senior notes. The principal on the senior notes is payable upon maturity and interest is paid semi-annually. The senior notes rank equally in right of payment with ETO’s existing and future senior debt, and senior in right of payment to any future subordinated debt ETO may incur. The notes of each series will initially be fully and unconditionally guaranteed by our subsidiary, Sunoco Logistics Partners Operations L.P., on a senior unsecured basis so long as it guarantees any of our other long-term debt. The guarantee for each series of notes ranks equally in right of payment with all of the existing and future senior debt of Sunoco Logistics Partners Operations L.P., including its senior notes. ETO Senior Notes Offering and Redemption In January 2019, ETO issued the following senior notes: • $750 million aggregate principal amount of 4.50% senior notes due 2024 ; • $1.50 billion aggregate principal amount of 5.25% senior notes due 2029 ; and • $1.75 billion aggregate principal amount of 6.25% senior notes due 2049 . The senior notes were registered under the Securities Act of 1933 (as amended). ETO may redeem some or all of the senior notes at any time, or from time to time, pursuant to the terms of the indenture and related indenture supplements related to the senior notes. The principal on the senior notes is payable upon maturity and interest is paid semi-annually. The senior notes rank equally in right of payment with ETO’s existing and future senior debt, and senior in right of payment to any future subordinated debt ETO may incur. The notes of each series will initially be fully and unconditionally guaranteed by our subsidiary, Sunoco Logistics Partners Operations L.P., on a senior unsecured basis so long as it guarantees any of our other long-term debt. The guarantee for each series of notes ranks equally in right of payment with all of the existing and future senior debt of Sunoco Logistics Partners Operations L.P., including its senior notes. The $3.96 billion net proceeds from the offering were used to make an intercompany loan to ET (which ET used to repay its term loan in full), for general partnership purposes and to redeem at maturity all of the following: • ETO’s $400 million aggregate principal amount of 9.70% senior notes due March 15, 2019 ; • ETO’s $450 million aggregate principal amount of 9.00% senior notes due April 15, 2019 ; and • Panhandle’s $150 million aggregate principal amount of 8.125% senior notes due June 1, 2019 . Panhandle Senior Notes Redemption In June 2019, Panhandle’s $150 million aggregate principal amount of 8.125% senior notes matured and were repaid with borrowings under an affiliate loan agreement with ETO. Bakken Senior Notes Offering In March 2019, Midwest Connector Capital Company LLC, a wholly-owned subsidiary of Dakota Access, LLC, issued the following senior notes related to the Bakken pipeline : • $650 million aggregate principal amount of 3.625% senior notes due 2022 ; • $1.00 billion aggregate principal amount of 3.90% senior notes due 2024 ; and • $850 million aggregate principal amount of 4.625% senior notes due 2029 . The $2.48 billion in net proceeds from the offering were used to repay in full all amounts outstanding on the Bakken credit facility and the facility was terminated. Sunoco LP Senior Notes Offering In March 2019, Sunoco LP issued $600 million aggregate principal amount of 6.00% senior notes due 2027 in a private placement to eligible purchasers. The net proceeds from this offering were used to repay a portion of Sunoco LP’s existing borrowings under its credit facility. In July 2019, Sunoco LP completed an exchange of these notes for registered notes with substantially identical terms. USAC Senior Notes Offering In March 2019, USAC issued $750 million aggregate principal amount of 6.875% senior unsecured notes due 2027 in a private placement to eligible purchasers. The net proceeds from this offering were used to repay a portion of USAC’s existing borrowings under its credit facility and for general partnership purposes. Credit Facilities and Commercial Paper ETO Five-Year Credit Facility ETO’s revolving credit facility (the “ETO Five-Year Credit Facility”) allows for unsecured borrowings up to $5.00 billion and matures on December 1, 2023. The ETO Five-Year Credit Facility contains an accordion feature, under which the total aggregate commitment may be increased up to $6.00 billion under certain conditions. As of June 30, 2019 , the ETO Five-Year Credit Facility had $2.37 billion of outstanding borrowings, $2.36 billion of which was commercial paper. The amount available for future borrowings was $2.56 billion after taking into account letters of credit of $77 million . The weighted average interest rate on the total amount outstanding as of June 30, 2019 was 3.05% . ETO 364-Day Facility ETO’s 364-day revolving credit facility (the “ETO 364-Day Facility”) allows for unsecured borrowings up to $1.00 billion and matures on November 29, 2019. As of June 30, 2019 , the ETO 364-Day Facility had no outstanding borrowings. Sunoco LP Credit Facility Sunoco LP maintains a $1.50 billion revolving credit facility (the “Sunoco LP Credit Facility”), which matures in July 2023. As of June 30, 2019 , the Sunoco LP Credit Facility had $117 million of outstanding borrowings and $8 million in standby letters of credit. As of June 30, 2019 , Sunoco LP had $1.38 billion of availability under the Sunoco LP Credit Facility. The weighted average interest rate on the total amount outstanding as of June 30, 2019 was 4.41% . USAC Credit Facility USAC maintains a $1.60 billion revolving credit facility (the “USAC Credit Facility”), with a further potential increase of $400 million , which matures in April 2023. As of June 30, 2019 , the USAC Credit Facility had $363 million of outstanding borrowings and no outstanding letters of credit. As of June 30, 2019 , USAC had $1.24 billion of borrowing base availability and, subject to compliance with the applicable financial covenants, available borrowing capacity of $439 million under the USAC Credit Facility. The weighted average interest rate on the total amount outstanding as of June 30, 2019 was 5.10% . Compliance with Our Covenants We were in compliance with all requirements, tests, limitations, and covenants related to our respective credit agreements as of June 30, 2019 . |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Noncontrolling Interest [Text Block] | REDEEMABLE NONCONTROLLING INTERESTS Certain redeemable noncontrolling interests in the Partnership’s subsidiaries are reflected as mezzanine equity on the consolidated balance sheet. Redeemable noncontrolling interests as of June 30, 2019 included (i) $477 million related to the USAC Preferred Units described below and (ii) $23 million related to noncontrolling interest holders in one of ETO’s consolidated subsidiaries that have the option to sell their interests to ETO. USAC Preferred Units In 2018, USAC issued 500,000 USAC Preferred Units in a private placement at a price of $1,000 per USAC Preferred Unit, for total gross proceeds of $500 million . The USAC Preferred Units are entitled to receive cumulative quarterly distributions equal to $24.375 |
Equity
Equity | 6 Months Ended |
Jun. 30, 2019 | |
Partners' Capital Notes [Abstract] | |
Equity | EQUITY The change in ET Common Units during the six months ended June 30, 2019 was as follows: Six Months Ended June 30, 2019 Number of Common Units, beginning of period 2,619.4 Common Units issued in connection with the distribution reinvestment plan 3.4 Common Units issued under equity incentive plans and other 0.4 Number of Common Units, end of period 2,623.2 ET Equity Distribution Program In March 2017, the Partnership entered into an equity distribution agreement relating to at-the-market offerings of its common units with an aggregate offering price up to $1 billion . As of June 30, 2019 , there have been no sales of common units under the equity distribution agreement. ET Repurchase Program During the six months ended June 30, 2019 , ET did not repurchase any ET common units under its current buyback program. As of June 30, 2019 , $936 million remained available to repurchase under the current program. ET Distribution Reinvestment Program During the six months ended June 30, 2019 , distributions of $51 million were reinvested under the distribution reinvestment program. As of June 30, 2019 , a total of 37 million common units remain available to be issued under the existing registration statement in connection with the distribution reinvestment program. Subsidiary Equity Transactions ETO Preferred Units As of June 30, 2019 and December 31, 2018 , ETO’s outstanding preferred units included 950,000 ETO Series A Preferred Units, 550,000 ETO Series B Preferred Units, 18,000,000 ETO Series C Preferred Units and 17,800,000 ETO Series D Preferred Units. As of June 30, 2019 , ETO’s outstanding preferred units also included 32,000,000 ETO Series E Preferred Units. ETO Series E Preferred Units Issuance In April 2019, ETO issued 32 million of its 7.600% ETO Series E Preferred Units at a price of $25 per unit, including 4 million ETO Series E Preferred Units pursuant to the underwriters’ exercise of their option to purchase additional preferred units. The total gross proceeds from the ETO Series E Preferred Unit issuance were $800 million , including $100 million from the underwriters’ exercise of their option. The net proceeds were used to repay amounts outstanding under ETO’s Five-Year Credit Facility and for general partnership purposes. Distributions on the ETO Series E Preferred Units will accrue and be cumulative from and including the date of original issue to, but excluding, May 15, 2024, at a rate of 7.600% per annum of the stated liquidation preference of $25 . On and after May 15, 2024, distributions on the ETO Series E Preferred Units will accumulate at a percentage of the $25 liquidation preference equal to an annual floating rate of the three-month LIBOR, determined quarterly, plus a spread of 5.161% per annum. The ETO Series E Preferred Units are redeemable at ETO’s option on or after May 15, 2024 at a redemption price of $25 per ETO Series E Preferred Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption. Sunoco LP Equity Distribution Program For the six months ended June 30, 2019 , Sunoco LP issued no additional units under its at-the-market equity distribution program. As of June 30, 2019 , $295 million of Sunoco LP common units remained available to be issued under the currently effective equity distribution agreement. USAC Class B Conversion On July 30, 2019, the 6,397,965 USAC Class B units held by the Partnership converted into 6,397,965 common units representing limited partner interests in USAC. These common units will participate in any future distributions declared by USAC. USAC Distribution Reinvestment Program During the six months ended June 30, 2019 , distributions of $0.5 million were reinvested under the USAC distribution reinvestment program resulting in the issuance of approximately 30,241 USAC common units. Parent Company Cash Distributions Distributions declared and/or paid subsequent to December 31, 2018 were as follows: Quarter Ended Record Date Payment Date Rate December 31, 2018 February 8, 2019 February 19, 2019 $ 0.3050 March 31, 2019 May 7, 2019 May 20, 2019 0.3050 June 30, 2019 August 6, 2019 August 19, 2019 0.3050 ETO Cash Distributions Distributions declared and/or paid by ETO subsequent to December 31, 2018 were as follows: Period Ended Record Date Payment Date Series A (1) Series B (1) Series C Series D Series E (2) December 31, 2018 February 1, 2019 February 15, 2019 $ 31.25 $ 33.125 $ 0.4609 $ 0.4766 $ — March 31, 2019 May 1, 2019 May 15, 2019 — — 0.4609 0.4766 — June 30, 2019 August 1, 2019 August 15, 2019 31.25 33.125 0.4609 0.4766 0.5806 (1) ETO Series A Preferred Unit and ETO Series B Preferred Unit distributions are paid on a semi-annual basis. (2) ETO Series E Preferred Unit distributions related to the period ended June 30, 2019 represent a prorated initial distribution. Sunoco LP Cash Distributions Distributions declared and/or paid by Sunoco LP subsequent to December 31, 2018 were as follows: Quarter Ended Record Date Payment Date Rate December 31, 2018 February 6, 2019 February 14, 2019 $ 0.8255 March 31, 2019 May 7, 2019 May 15, 2019 0.8255 June 30, 2019 August 6, 2019 August 14, 2019 0.8255 USAC Cash Distributions Distributions declared and/or paid by USAC subsequent to December 31, 2018 were as follows: Quarter Ended Record Date Payment Date Rate December 31, 2018 January 28, 2019 February 8, 2019 $ 0.5250 March 31, 2019 April 29, 2019 May 10, 2019 0.5250 June 30, 2019 July 29, 2019 August 9, 2019 0.5250 Accumulated Other Comprehensive Income (Loss) The following table presents the components of AOCI, net of tax: June 30, 2019 December 31, 2018 Available-for-sale securities $ 10 $ 2 Foreign currency translation adjustment (5 ) (5 ) Actuarial loss related to pensions and other postretirement benefits (38 ) (48 ) Investments in unconsolidated affiliates, net — 9 Total AOCI, net of tax $ (33 ) $ (42 ) |
Income Taxes (Notes)
Income Taxes (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | INCOME TAXES The Partnership’s effective tax rate differs from the statutory rate primarily due to partnership earnings that are not subject to United States federal and most state income taxes at the partnership level. ETC Sunoco historically included certain government incentive payments as taxable income on its federal and state income tax returns. In connection with ETC Sunoco’s 2004 through 2011 years, ETC Sunoco filed amended returns with the Internal Revenue Service (“IRS”) excluding these government incentive payments from federal taxable income. The IRS denied the amended returns and ETC Sunoco petitioned the Court of Federal Claims (“CFC”) on this issue. In November 2016, the CFC ruled against ETC Sunoco, and the Federal Circuit affirmed the CFC’s ruling on November 1, 2018. ETC Sunoco filed a petition for rehearing with the Federal Circuit on December 17, 2018, and this was denied on January 24, 2019. ETC Sunoco filed a petition for writ of certiorari with the United States Supreme Court that was docketed on May 24, 2019, to review the Federal Circuit’s affirmation of the CFC’s ruling. The government filed its response to ETC Sunoco’s petition on July 24, 2019. The court will consider Sunoco’s petition at its Conference on October 1, 2019, and is likely to act on the petition within October 2019. If the court grants the petition, a decision would be expected by June 2020. The years before the court are 2004 through 2009, and 2010 through 2011 are on extension with the IRS. If ETC Sunoco is ultimately fully successful in this litigation, it will receive tax refunds of approximately $530 million . However, due to the uncertainty surrounding the litigation, a reserve of $530 million was previously established for the full amount of the pending refund claims. Due to the timing of the litigation and the related reserve, the receivable and reserve for this issue have been netted in the balance sheets as of June 30, 2019 and December 31, 2018 . |
Regulatory Matters, Commitments
Regulatory Matters, Commitments, Contingencies And Environmental Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Regulatory Matters, Commitments, Contingencies And Environmental Liabilities [Abstract] | |
Regulatory Matters, Commitments, Contingencies And Environmental Liabilities | REGULATORY MATTERS, COMMITMENTS, CONTINGENCIES AND ENVIRONMENTAL LIABILITIES FERC Proceedings By order issued January 16, 2019, the FERC initiated a review of Panhandle’s existing rates pursuant to Section 5 of the Natural Gas Act to determine whether the rates currently charged by Panhandle are just and reasonable and set the matter for hearing. Panhandle filed a cost and revenue study on April 1, 2019. An initial decision is expected to be issued in the first quarter of 2020. By order issued February 19, 2019, the FERC initiated a review of Southwest Gas Storage Company’s existing rates pursuant to Section 5 of the Natural Gas Act to determine whether the rates currently charged by Southwest Gas Storage Company are just and reasonable and set the matter for hearing. Southwest Gas Storage Company filed a cost and revenue study on May 6, 2019. On July 10, 2019, Southwest Gas Storage Company filed an Offer of Settlement in this Section 5 proceeding, which settlement was supported or not opposed by Commission Trial Staff and all active parties. In addition, on November 30, 2018, Sea Robin filed a rate case pursuant to Section 4 of the Natural Gas Act. On July 22, 2019, Sea Robin filed an Offer of Settlement in this Section 4 proceeding, which settlement was supported or not opposed by Commission Trial Staff and all active parties. Commitments In the normal course of business, ETO purchases, processes and sells natural gas pursuant to long-term contracts and enters into long-term transportation and storage agreements. Such contracts contain terms that are customary in the industry. ETO believes that the terms of these agreements are commercially reasonable and will not have a material adverse effect on its financial position or results of operations. ETO’s joint venture agreements require that they fund their proportionate share of capital contributions to their unconsolidated affiliates. Such contributions will depend upon their unconsolidated affiliates’ capital requirements, such as for funding capital projects or repayment of long-term obligations. We have certain non-cancelable rights-of-way (“ROW”) commitments, which require fixed payments and either expire upon our chosen abandonment or at various dates in the future. The table below reflects ROW expense included in operating expenses in the accompanying statements of operations: Three Months Ended Six Months Ended 2019 2018 2019 2018 ROW expense $ 6 $ 7 $ 12 $ 13 PES Refinery Fire and Bankruptcy We own an approximately 7.4% non-operating interest in PES, which owns a refinery in Philadelphia. In addition, Sunoco LP has historically purchased refined products from PES. In June 2019, an explosion and fire occurred at the refinery complex. On July 21, 2019 (the "Petition Date"), PES Holdings, LLC and seven of its subsidiaries (collectively, the "Debtors") filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware seeking relief under the provisions of Chapter 11 of the United States Bankruptcy Code, as a result of the explosion and fire at the Philadelphia refinery complex. The Debtors have announced an intent to temporarily cease refinery operations. The Debtors have also defaulted on a $75 million note payable to a subsidiary of the Partnership. The Partnership has not recorded a valuation allowance related to the note receivable as of June 30, 2019, because management is not yet able to determine the collectability of the note in bankruptcy. In addition, the Partnership’s subsidiaries retained certain environmental remediation liabilities when the refinery was sold to PES. As of June 30, 2019, the Partnership has funded these environmental remediation liabilities through its wholly-owned captive insurance company, based upon actuarially determined estimates for such claims, and these liabilities are included in the total environmental liabilities discussed below under “Environmental Remediation.” It may be necessary for the Partnership to record additional environmental remediation liabilities in the future; however, management is not currently able to estimate such additional liabilities. Sunoco LP has been successful at acquiring alternative supplies to replace fuel volume lost from PES and does not anticipate any material impact to its business going forward. The impact of the bankruptcy on the Partnership’s commercial contracts and related revenue loss (temporary or permanent) is unknown at this time, as the Debtors have expressed an intent to rebuild the refinery with the proceeds of insurance claims while concurrently running a sale process for its assets and operations. Litigation and Contingencies We may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business. Natural gas and crude oil are flammable and combustible. Serious personal injury and significant property damage can arise in connection with their transportation, storage or use. In the ordinary course of business, we are sometimes threatened with or named as a defendant in various lawsuits seeking actual and punitive damages for product liability, personal injury and property damage. We maintain liability insurance with insurers in amounts and with coverage and deductibles management believes are reasonable and prudent, and which are generally accepted in the industry. However, there can be no assurance that the levels of insurance protection currently in effect will continue to be available at reasonable prices or that such levels will remain adequate to protect us from material expenses related to product liability, personal injury or property damage in the future. Dakota Access Pipeline On July 25, 2016, the United States Army Corps of Engineers (“USACE”) issued permits to Dakota Access, LLC (“Dakota Access”) to make two crossings of the Missouri River in North Dakota. The USACE also issued easements to allow the pipeline to cross land owned by the USACE adjacent to the Missouri River. On July 27, 2016, the Standing Rock Sioux Tribe (“SRST”) filed a lawsuit in the United States District Court for the District of Columbia (“the Court”) against the USACE and challenged the legality of these permits and claimed violations of the National Historic Preservation Act (“NHPA”). SRST also sought a preliminary injunction to rescind the USACE permits while the case was pending, which the Court denied on September 9, 2016. Dakota Access intervened in the case. The Cheyenne River Sioux Tribe (“CRST”) also intervened. SRST filed an amended complaint and added claims based on treaties between SRST and CRST and the United States and statutes governing the use of government property. In February 2017, in response to a Presidential memorandum, the Department of the Army delivered an easement to Dakota Access allowing the pipeline to cross Lake Oahe. CRST moved for a preliminary injunction and temporary restraining order (“TRO”) to block operation of the pipeline, which motion was denied, and raised claims based on the religious rights of CRST. In June 2017, SRST and CRST amended their complaints to incorporate religious freedom and other claims. In addition, the Oglala Sioux and Yankton Sioux tribes (collectively, “Tribes”) have filed related lawsuits to prevent construction of the Dakota Access pipeline project. These lawsuits have been consolidated into the action initiated by SRST. Several individual members of the Tribes have also intervened in the lawsuit asserting claims that overlap with those brought by the four Tribes. On June 14, 2017, the Court ruled on SRST’s and CRST’s motions for partial summary judgment and the USACE’s cross-motions for partial summary judgment. The Court concluded that the USACE had not violated trust duties owed to the Tribes and had generally complied with its obligations under the Clean Water Act, the Rivers and Harbors Act, the Mineral Leasing Act, the National Environmental Policy Act (“NEPA”) and other related statutes; however, the Court remanded to the USACE three discrete issues for further analysis and explanation of its prior determinations under certain of these statutes. In November 2017, the Yankton Sioux Tribe (“YST”), moved for partial summary judgment asserting claims similar to those already litigated and decided by the Court in its June 14, 2017 decision on similar motions by CRST and SRST. YST argues that the USACE and Fish and Wildlife Service violated NEPA, the Mineral Leasing Act, the Rivers and Harbors Act, and YST’s treaty and trust rights when the government granted the permits and easements necessary for the pipeline. On December 4, 2017, the Court imposed three conditions on continued operation of the pipeline during the remand process. First, Dakota Access must retain an independent third party to review its compliance with the conditions and regulations governing its easements and to assess integrity threats to the pipeline. The assessment report was filed with the Court. Second, the Court directed Dakota Access to continue its work with the Tribes and the USACE to revise and finalize its emergency spill response planning for the section of the pipeline crossing Lake Oahe. Dakota Access filed the revised plan with the Court. And third, the Court directed Dakota Access to submit bi-monthly reports during the remand period disclosing certain inspection and maintenance information related to the segment of the pipeline running between the valves on either side of the Lake Oahe crossing. The first and second reports were filed with the Court on December 29, 2017 and February 28, 2018, respectfully. On February 8, 2018, the Court docketed a motion by CRST to “compel meaningful consultation on remand.” SRST then made a similar motion for “clarification re remand process and remand conditions.” The motions sought an order from the Court directing the USACE as to how it should conduct its additional review on remand. Dakota Access and the USACE opposed both motions. On April 16, 2018, the Court denied both motions. On March 19, 2018, the Court denied YST’s motion for partial summary judgment and instead granted judgment in favor of Dakota Access pipeline and the USACE on the claims raised in YST’s motion. The Court concluded that YST’s NHPA claims are moot because construction of the pipeline is complete and that the government’s review process did not violate NEPA or the various treaties cited by the YST. On May 3, 2018, the Court ordered the USACE to file a status report by June 8, 2018 informing the Court when the USACE expects the remand process to be complete. On June 8, 2018, the USACE filed a status report stating that they would conclude the remand process by August 10, 2018. On August 7, 2018, the USACE informed the Court that they would need until August 31, 2018 to finish the remand process. On August 31, 2018, the USACE informed the Court that it had completed the remand process and that it had determined that the three issues remanded by the Court had been correctly decided. On October 1, 2018, the USACE produced a detailed remand analysis document supporting that determination. The Tribes and certain of the individuals sought leave of the Court to amend their complaints to challenge the remand process and the USACE’s decision on remand. On January 3, 2019, the Court granted the Tribes’ requests to supplement their respective complaints challenging the remand process, subject to defendants’ right to argue later that such supplementation may be overbroad and not permitted by law. On January 10, 2019, the Court denied the Oglala Sioux Tribe’s motion to amend its complaint to expand one of its pre-remand claims. On January 17, 2019, the DOJ, on behalf of the USACE, moved to stay the litigation in light of the lapse in appropriations for the DOJ. The Tribes and individual plaintiffs opposed that request. On January 28, 2019, the USACE moved to withdraw this motion because appropriations for the DOJ had been restored. The Court granted this motion the next day. On January 31, 2019, the USACE notified the Court that it had provided the administrative record for the remand to all parties. On February 27, 2019, the four Tribes filed a joint motion challenging the completeness of the record. The USACE opposed this motion in part, and Dakota Access opposed in full. The Tribes filed their reply brief on March 18, 2019 and the motion is now fully briefed and before the Court. On May 8, 2019, the Court issued an order on Plaintiffs’ motion to complete the administrative record, requiring the parties to submit additional information so that the Court can determine what documents, if any, should be added to the record. Following submittal of additional information by the parties, the Court issued an order on June 11, 2019 that determined which documents were to be added to the record. The Court has set a briefing schedule for summary judgment motions. Plaintiffs’ motion for summary judgment is due by August 16, 2019 and defendants’ opposition and cross motions are due by October 9, 2019. Briefing is scheduled to conclude by November 20, 2019. While we believe that the pending lawsuits are unlikely to halt or suspend operation of the pipeline, we cannot assure this outcome. Energy Transfer cannot determine when or how these lawsuits will be resolved or the impact they may have on the Dakota Access project. Mont Belvieu Incident On June 26, 2016, a hydrocarbon storage well located on another operator’s facility adjacent to Lone Star NGL Mont Belvieu’s (“Lone Star”) facilities in Mont Belvieu, Texas experienced an over-pressurization resulting in a subsurface release. The subsurface release caused a fire at Lone Star’s South Terminal and damage to Lone Star’s storage well operations at its South and North Terminals. Normal operations have resumed at the facilities with the exception of one of Lone Star’s storage wells. Lone Star is still quantifying the extent of its incurred and ongoing damages and has obtained, and will continue to seek, reimbursement for these losses. MTBE Litigation ETC Sunoco and Sunoco (R&M) (collectively, “Sunoco”) are defendants in lawsuits alleging MTBE contamination of groundwater. The plaintiffs, state-level governmental entities, assert product liability, nuisance, trespass, negligence, violation of environmental laws, and/or deceptive business practices claims. The plaintiffs seek to recover compensatory damages, and in some cases also seek natural resource damages, injunctive relief, punitive damages, and attorneys’ fees. As of June 30, 2019 , Sunoco is a defendant in five cases, including one case each initiated by the States of Maryland and Rhode Island, one by the Commonwealth of Pennsylvania and two by the Commonwealth of Puerto Rico. The more recent Puerto Rico action is a companion case alleging damages for additional sites beyond those at issue in the initial Puerto Rico action. The actions brought by the State of Maryland and Commonwealth of Pennsylvania have also named as defendants ETO, ETP Holdco Corporation, and Sunoco Partners Marketing & Terminals, L.P. (“SPMT”). It is reasonably possible that a loss may be realized in the remaining cases; however, we are unable to estimate the possible loss or range of loss in excess of amounts accrued. An adverse determination with respect to one or more of the MTBE cases could have a significant impact on results of operations during the period in which any such adverse determination occurs, but such an adverse determination likely would not have a material adverse effect on the Partnership’s consolidated financial position. Regency Merger Litigation Purported Regency unitholders filed lawsuits in state and federal courts in Dallas and Delaware asserting claims relating to the Regency-ETO merger (the “Regency Merger”). All but one Regency Merger-related lawsuits have been dismissed. On June 10, 2015, Adrian Dieckman (“Dieckman”), a purported Regency unitholder, filed a class action complaint in the Court of Chancery of the State of Delaware (the “Regency Merger Litigation”), on behalf of Regency’s common unitholders against Regency GP LP, Regency GP LLC, ET, ETO, ETP GP, and the members of Regency’s board of directors (“Defendants”). The Regency Merger Litigation alleges that the Regency Merger breached the Regency partnership agreement because Regency’s conflicts committee was not properly formed, and the Regency Merger was not approved in good faith or fair to Regency. On March 29, 2016, the Delaware Court of Chancery granted Defendants’ motion to dismiss the lawsuit in its entirety. Dieckman appealed. On January 20, 2017, the Delaware Supreme Court reversed the judgment of the Court of Chancery. On May 5, 2017, Plaintiff filed an Amended Verified Class Action Complaint. Defendants then filed Motions to Dismiss the Amended Complaint and a Motion to Stay Discovery on May 19, 2017. On February 20, 2018, the Court of Chancery issued an Order granting in part and denying in part the motions to dismiss, dismissing the claims against all defendants other than Regency GP LP and Regency GP LLC (the “Regency Defendants”). On March 6, 2018, the Regency Defendants filed their Answer to Plaintiff’s Verified Amended Class Action Complaint. On April 26, 2019, the Court of Chancery granted Dieckman’s unopposed motion for class certification. On May 14, 2019, the Regency Defendants filed a motion for summary judgment arguing that Dieckman’s claims fail because the Regency Defendants relied on the advice of their financial advisor in approving the Regency Merger. Also on May 14, 2019, Dieckman filed a motion for partial summary judgment arguing, among other things, that Regency’s conflicts committee was not properly formed. Trial is currently set for December 10-16, 2019. The Regency Defendants cannot predict the outcome of the Regency Merger Litigation or any lawsuits that might be filed subsequent to the date of this filing; nor can the Regency Defendants predict the amount of time and expense that will be required to resolve the Regency Merger Litigation. The Regency Defendants believe the Regency Merger Litigation is without merit and intend to vigorously defend against it and any others that may be filed in connection with the Regency Merger. Enterprise Products Partners, L.P. and Enterprise Products Operating LLC Litigation On January 27, 2014, a trial commenced between ETO against Enterprise Products Partners, L.P. and Enterprise Products Operating LLC (collectively, “Enterprise”) and Enbridge (US) Inc. Trial resulted in a verdict in favor of ETO against Enterprise that consisted of $319 million in compensatory damages and $595 million in disgorgement to ETO. The jury also found that ETO owed Enterprise $1 million under a reimbursement agreement. On July 29, 2014, the trial court entered a final judgment in favor of ETO and awarded ETO $536 million , consisting of compensatory damages, disgorgement, and pre-judgment interest. The trial court also ordered that ETO shall be entitled to recover post-judgment interest and costs of court and that Enterprise is not entitled to any net recovery on its counterclaims. Enterprise filed a notice of appeal with the Court of Appeals. On July 18, 2017, the Court of Appeals issued its opinion and reversed the trial court’s judgment. ETO’s motion for rehearing to the Court of Appeals was denied. On June 8, 2018, the Texas Supreme Court ordered briefing on the merits. On June 28, 2019, the Texas Supreme Court granted ETO’s petition for review and set oral argument for October 8, 2019. Litigation Filed By or Against Williams On April 6, 2016, The Williams Companies, Inc. (“Williams”) filed a complaint against ET and LE GP in the Delaware Court of Chancery (the “First Delaware Williams Litigation”). Williams sought, among other things, to (a) rescind the issuance of the Partnership’s Series A Convertible Preferred Units (the “Issuance”) and (b) invalidate an amendment to ET’s partnership agreement that was adopted on March 8, 2016 as part of the Issuance. On May 3, 2016, ET and LE GP filed an answer and counterclaim in the First Delaware Williams Litigation. The counterclaim asserts in general that Williams materially breached its obligations under the ET-Williams merger agreement (the “Merger Agreement”) by (a) blocking ET’s attempts to complete a public offering of the Series A Convertible Preferred Units, including, among other things, by declining to allow Williams’ independent registered public accounting firm to provide the auditor consent required to be included in the registration statement for a public offering and (b) bringing a lawsuit concerning the Issuance against Mr. Warren in the District Court of Dallas County, Texas, which the Texas state court later dismissed based on the Merger Agreement’s forum-selection clause. On May 13, 2016, Williams filed a second lawsuit in the Delaware Court of Chancery (the “Court”) against ET and LE GP and added Energy Transfer Corp LP, ETE Corp GP, LLC, and Energy Transfer Equity GP, LLC as additional defendants (collectively, “Defendants”) (the “Second Delaware Williams Litigation”). In general, Williams alleged that Defendants breached the Merger Agreement by (a) failing to use commercially reasonable efforts to obtain from Latham & Watkins LLP (“Latham”) the delivery of a tax opinion concerning Section 721 of the Internal Revenue Code (“721 Opinion”), (b) breaching a representation and warranty in the Merger Agreement concerning Section 721 of the Internal Revenue Code, and (c) taking actions that allegedly delayed the SEC in declaring the Form S-4 filed in connection with the merger (the “Form S-4”) effective. Williams asked the Court, in general, to (a) issue a declaratory judgment that ET breached the Merger Agreement, (b) enjoin ET from terminating the Merger Agreement on the basis that it failed to obtain a 721 Opinion, (c) enjoin ET from terminating the Merger Agreement on the basis that the transaction failed to close by the outside date, and (d) force ET to close the merger or take various other affirmative actions. ET filed an answer and counterclaim in the Second Delaware Williams Litigation. In addition to the counterclaims previously asserted, ET asserted that Williams materially breached the Merger Agreement by, among other things, (a) modifying or qualifying the Williams board of directors’ recommendation to its stockholders regarding the merger, (b) failing to provide material information to ET for inclusion in the Form S-4 related to the merger, (c) failing to facilitate the financing of the merger, (d) failing to use its reasonable best efforts to consummate the merger, and (e) breaching the Merger Agreement’s forum-selection clause. ET sought, among other things, a declaration that it could validly terminate the Merger Agreement after June 28, 2016 in the event that Latham was unable to deliver the 721 Opinion on or prior to June 28, 2016. After a two-day trial on June 20 and 21, 2016, the Court ruled in favor of ET on Williams’ claims in the Second Delaware Williams Litigation and issued a declaratory judgment that ET could terminate the merger after June 28, 2016 because of Latham’s inability to provide the required 721 Opinion. The Court also denied Williams’ requests for injunctive relief. The Court did not reach a decision regarding Williams’ claims related to the Issuance or ET’s counterclaims. Williams filed a notice of appeal to the Supreme Court of Delaware on June 27, 2016. Williams filed an amended complaint on September 16, 2016 and sought a $410 million termination fee, and Defendants filed amended counterclaims and affirmative defenses. In response, Williams filed a motion to dismiss Defendants’ amended counterclaims and to strike certain of Defendants’ affirmative defenses. On March 23, 2017, the Delaware Supreme Court affirmed the Court’s ruling on the June trial, and as a result, Williams has conceded that its $10 billion damages claim is foreclosed, although its $410 million termination fee claim remains pending. On December 1, 2017, the Court issued a Memorandum Opinion granting Williams’ motion to dismiss in part and denying Williams’ motion to dismiss in part. On April 16, 2018, the Court denied ET’s motion for re-argument of the Court decision granting Williams’ motion to dismiss in part. Discovery is ongoing, and a trial is expected in mid-2020. Defendants cannot predict the outcome of the First Delaware Williams Litigation, the Second Delaware Williams Litigation, or any lawsuits that might be filed subsequent to the date of this filing; nor can Defendants predict the amount of time and expense that will be required to resolve these lawsuits. Defendants believe that Williams’ claims are without merit and intend to defend vigorously against them. Unitholder Litigation Relating to the Issuance On April 12, 2016, two purported ET unitholders (the “Plaintiffs”) filed putative class action lawsuits against ET, LE GP, Kelcy Warren, John McReynolds, Marshall McCrea, Matthew Ramsey, Ted Collins, K. Rick Turner, William Williams, Ray Davis, and Richard Brannon (collectively, the “Defendants”) in the Delaware Court of Chancery (the “Issuance Litigation”). Another purported ET unitholder, Chester County Employees’ Retirement Fund, later joined the Issuance Litigation. The Plaintiffs allege that the Issuance breached various provisions of ET’s partnership agreement. The Plaintiffs sought, among other things, preliminary and permanent injunctive relief that (a) prevents ET from making distributions to holders of the Series A Convertible Preferred Units and (b) invalidates an amendment to ET’s partnership agreement that was adopted on March 8, 2016 as part of the Issuance. On August 29, 2016, the Plaintiffs filed a consolidated amended complaint, and in addition to the injunctive relief described above, seek class-wide damages allegedly resulting from the Issuance. The matter was tried in front of Vice Chancellor Glasscock on February 19-21, 2018. Post-trial arguments were heard on April 16, 2018. In a post-trial opinion dated May 17, 2018, the Court found that one provision of the Issuance breached ET’s partnership agreement but that this breach caused no damages. The Court denied Plaintiffs’ requests for injunctive relief and declined to award damages or any other form of relief. Plaintiffs subsequently filed a motion seeking $8.5 million in attorneys’ fees and expenses from the Defendants, which the Defendants opposed. On May 6, 2019, the Court entered an Order and Final Judgment consistent with its May 2018 post-trial opinion. The Court ordered that Energy Transfer pay $4.5 million in attorneys’ fees and expenses and also granted Plaintiffs’ Motion for Class Certification. On June 5, 2019, Plaintiffs filed a notice of appeal from, among other things, the May 17, 2018 Memorandum Opinion and the May 6, 2019 Order and Final Judgment. Plaintiffs’ opening brief is due on or before July 22, 2019. The Defendants cannot predict the outcome of this appeal or any lawsuits that might be filed subsequent to the date of this filing; nor can Defendants predict the amount of time and expense that will be required to resolve this lawsuit. The Defendants believe that the Plaintiffs’ claims are without merit and intend to defend vigorously against them. Rover On November 3, 2017, the State of Ohio and the Ohio Environmental Protection Agency (“Ohio EPA”) filed suit against Rover and Pretec Directional Drilling, LLC (“Pretec”) seeking to recover approximately $2.6 million in civil penalties allegedly owed and certain injunctive relief related to permit compliance. Laney Directional Drilling Co., Atlas Trenchless, LLC, Mears Group, Inc., D&G Directional Drilling, Inc. d/b/a D&G Directional Drilling, LLC, and B&T Directional Drilling, Inc. (collectively, with Rover and Pretec, “Defendants”) were added as defendants on April 17, 2018 and July 18, 2018. Ohio EPA alleges that the Defendants illegally discharged millions of gallons of drilling fluids into Ohio’s waters that caused pollution and degraded water quality, and that the Defendants harmed pristine wetlands in Stark County. Ohio EPA further alleges that the Defendants caused the degradation of Ohio’s waters by discharging pollution in the form of sediment-laden storm water into Ohio’s waters and that Rover violated its hydrostatic permits by discharging effluent with greater levels of pollutants than those permits allowed and by not properly sampling or monitoring effluent for required parameters or reporting those alleged violations. Rover and other Defendants filed several motions to dismiss and Ohio EPA filed a motion in opposition. The State’s opposition to those motions was filed on October 12, 2018. Rover and other Defendants filed their replies on November 2, 2018. On March 13, 2019, the court granted Rover and the other Defendants’ motion to dismiss on all counts. On April 10, 2019, the Ohio EPA filed a notice of appeal. The Ohio EPA’s appeal is now pending before the Fifth District court of appeals and briefing is underway. In January 2018, Ohio EPA sent a letter to the FERC to express concern regarding drilling fluids lost down a hole during horizontal directional drilling (“HDD”) operations as part of the Rover Pipeline construction. Rover sent a January 24, 2018 response to the FERC and stated, among other things, that as Ohio EPA conceded, Rover was conducting its drilling operations in accordance with specified procedures that had been approved by the FERC and reviewed by the Ohio EPA. In addition, although the HDD operations were crossing the same resource as that which led to an inadvertent release of drilling fluids in April 2017, the drill in 2018 had been redesigned since the original crossing. Ohio EPA expressed concern that the drilling fluids could deprive organisms in the wetland of oxygen. Rover, however, has now fully remediated the site, a fact with which Ohio EPA concurs. Construction of Rover is now complete and the pipeline is fully operational. Bayou Bridge On January 11, 2018, environmental groups and a trade association filed suit against the USACE in the United States District Court for the Middle District of Louisiana. Plaintiffs allege that the USACE’s issuance of permits authorizing the construction of the Bayou Bridge Pipeline through the Atchafalaya Basin (“Basin”) violated the National Environmental Policy Act, the Clean Water Act, and the Rivers and Harbors Act. They asked the district court to vacate these permits and to enjoin construction of the project through the Basin until the USACE corrects alleged deficiencies in its decision-making process. ETO, through its subsidiary Bayou Bridge Pipeline, LLC (“Bayou Bridge”), intervened on January 26, 2018. On March 27, 2018, Bayou Bridge filed an answer to the complaint. On January 29, 2018, Plaintiffs filed motions for a preliminary injunction and TRO. United States District Court Judge Shelly Dick denied the TRO on January 30, 2018, but subsequently granted the preliminary injunction on February 23, 2018. On February 26, 2018, Bayou Bridge filed a notice of appeal and a motion to stay the February 23, 2018 preliminary injunction order. On February 27, 2018, Judge Dick issued an opinion that clarified her February 23, 2018 preliminary injunction order and denied Bayou Bridge’s February 26, 2018 motion to stay as moot. On March 1, 2018, Bayou Bridge filed a new notice of appeal and motion to stay the February 27, 2018 preliminary injunction order in the district court. On March 5, 2018, the district court denied the March 1, 2018 motion to stay the February 27, 2018 order. On March 2, 2018, Bayou Bridge filed a motion to stay the preliminary injunction in the Fifth Circuit. On March 15, 2018, the Fifth Circuit granted a stay of injunction pending appeal and found that Bayou Bridge “is likely to succeed on the merits of its claim that the district court abused its discretion in granting a preliminary injunction.” Oral arguments were heard on the merits of the appeal, that is, whether the district court erred in granting the preliminary injunction in the Fifth Circuit on April 30, 2018. The district court has stayed the merits case pending decision of the Fifth Circuit. On May 10, 2018, the district court stayed the litigation pending a decision from the Fifth Circuit. On July 6, 2018, the Fifth Circuit vacated the Preliminary Injunction and remanded the case back to the district court. Construction is ongoing. On August 14, 2018, Plaintiffs sought leave of court to amend their complaint to add an “as applied” challenge to the USACE’s application of the Louisiana Rapid Asses |
Revenue (Notes)
Revenue (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue [Abstract] | |
Revenue from Contract with Customer [Text Block] | REVENUE Disaggregation of Revenue The Partnership’s consolidated financial statements reflect eight reportable segments, which also represent the level at which the Partnership aggregates revenue for disclosure purposes. Note 16 depicts the disaggregation of revenue by segment. Contract Balances with Customers The Partnership satisfies its obligations by transferring goods or services in exchange for consideration from customers. The timing of performance may differ from the timing the associated consideration is paid to or received from the customer, thus resulting in the recognition of a contract asset or a contract liability. The Partnership recognizes a contract asset when making upfront consideration payments to certain customers or when providing services to customers prior to the time at which the Partnership is contractually allowed to bill for such services. The Partnership recognizes a contract liability if the customer's payment of consideration precedes the Partnership’s fulfillment of the performance obligations. Certain contracts contain provisions requiring customers to pay a fixed fee for a right to use our assets, but allows customers to apply such fees against services to be provided at a future point in time. These amounts are reflected as prepayments or deferred revenue until the customer applies the deficiency fees to services provided or becomes unable to use the fees as payment for future services due to expiration of the contractual period the fees can be applied or physical inability of the customer to utilize the fees due to capacity constraints. Additionally, Sunoco LP maintains some franchise agreements requiring dealers to make one-time upfront payments for long term license agreements. Sunoco LP recognizes a contract liability when the upfront payment is received and recognizes revenue over the term of the license. The following table summarizes the consolidated activity of our contract liabilities: Contract Liabilities Balance, December 31, 2018 $ 392 Additions 300 Revenue recognized (315 ) Balance, June 30, 2019 $ 377 Balance, January 1, 2018 $ 215 Additions 216 Revenue recognized (143 ) Balance, June 30, 2018 $ 288 The balances of receivables from contracts with customers listed in the table below, all of which are attributable to Sunoco LP, include both current trade receivables and long-term receivables, net of allowance for doubtful accounts. The allowance for receivables represents Sunoco LP’s best estimate of the probable losses associated with potential customer defaults. Sunoco LP determines the allowance based on historical experience and on a specific identification basis. The balances of Sunoco LP’s contract assets as of June 30, 2019 and December 31, 2018 were as follows: June 30, 2019 December 31, 2018 Contract balances: Contract asset $ 95 $ 75 Accounts receivable from contracts with customers 533 348 Costs to Obtain or Fulfill a Contract Sunoco LP recognizes an asset from the costs incurred to obtain a contract (e.g. sales commissions) only if it expects to recover those costs. On the other hand, the costs to fulfill a contract are capitalized if the costs are specifically identifiable to a contract, would result in enhancing resources that will be used in satisfying performance obligations in future and are expected to be recovered. These capitalized costs are recorded as a part of other current assets and other non-current assets and are amortized on a systematic basis consistent with the pattern of transfer of the goods or services to which such costs relate. The amount of amortization expense that Sunoco LP recognized for the three months ended June 30, 2019 and 2018 was $4 million and $3 million , respectively. The amount of amortization expense that Sunoco LP recognized for the six months ended June 30, 2019 and 2018 was $8 million and $6 million , respectively. Sunoco LP has also made a policy election of expensing the costs to obtain a contract, as and when they are incurred, in cases where the expected amortization period is one year or less. Performance Obligations At contract inception, the Partnership assesses the goods and services promised in its contracts with customers and identifies a performance obligation for each promise to transfer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, the Partnership considers all the goods or services promised in the contract, whether explicitly stated or implied based on customary business practices. For a contract that has more than one performance obligation, the Partnership allocates the total expected contract consideration to each distinct performance obligation based on a standalone-selling price basis. Revenue is recognized when (or as) the performance obligations are satisfied, that is, when the customer obtains control of the good or service. Certain of our contracts contain variable components, which, when combined with the fixed component are considered a single performance obligation. For these types of contacts, only the fixed component of the contracts are included in the table below. As of June 30, 2019 , the aggregate amount of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is $40.79 billion , and the Partnership expects to recognize this amount as revenue within the time bands illustrated below: Years Ending December 31, 2019 (remainder) 2020 2021 Thereafter Total Revenue expected to be recognized on contracts with customers existing as of June 30, 2019 $ 3,427 $ 5,091 $ 4,545 $ 27,729 $ 40,792 |
Lease Accounting (Notes)
Lease Accounting (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lessee, Operating Leases [Text Block] | LEASE ACCOUNTING Lessee Accounting The Partnership leases terminal facilities, tank cars, office space, land and equipment under non-cancelable operating leases whose initial terms are typically five to 15 years, with some real estate leases having terms of 40 years or more, along with options that permit renewals for additional periods. At the inception of each, we determine if the arrangement is a lease or contains an embedded lease and review the facts and circumstances of the arrangement to classify lease assets as operating or finance leases under Topic 842. The Partnership has elected not to record any leases with terms of 12 months or less on the balance sheet. At present, the majority of the Partnership’s active leases are classified as operating in accordance with Topic 842. Balances related to operating leases are included in operating lease ROU assets, accrued and other current liabilities, operating lease current liabilities and non-current operating lease liabilities in our consolidated balance sheets. Finance leases represent a small portion of the active lease agreements and are included in finance lease ROU assets, current maturities of long-term debt and long-term debt, less current maturities in our consolidated balance sheets. The ROU assets represent the Partnership’s right to use an underlying asset for the lease term and lease liabilities represent the obligation of the Partnership to make minimum lease payments arising from the lease for the duration of the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 20 years or greater. The exercise of lease renewal options is typically at the sole discretion of the Partnership, and lease extensions are evaluated on a lease-by-lease basis. Leases containing early termination clauses typically require the agreement of both parties to the lease. At the inception of a lease, all renewal options reasonably certain to be exercised are considered when determining the lease term. Presently, the Partnership does not have leases that include options to purchase or automatic transfer of ownership of the leased property to the Partnership. The depreciable life of lease assets and leasehold improvements are limited by the expected lease term. To determine the present value of future minimum lease payments, we use the implicit rate when readily determinable. Presently, because many of our leases do not provide an implicit rate, the Partnership applies its incremental borrowing rate based on the information available at the lease commencement date to determine the present value of minimum lease payments. The operating and finance lease ROU assets include any lease payments made and exclude lease incentives. Minimum rent payments are expensed on a straight-line basis over the term of the lease. In addition, some leases require additional contingent or variable lease payments, which are based on the factors specific to the individual agreement. Variable lease payments the Partnership is typically responsible for include payment of real estate taxes, maintenance expenses and insurance. For short-term leases (leases that have term of twelve months or less upon commencement), lease payments are recognized on a straight-line basis and no ROU assets are recorded. The components of operating and finance lease amounts recognized in the accompanying consolidated balance sheet as of June 30, 2019 were as follows: June 30, 2019 Operating leases: Lease right-of-use assets, net $ 849 Operating lease current liabilities 59 Accrued and other current liabilities 1 Non-current operating lease liabilities 803 Finance leases: Property, plant and equipment, net $ 2 Lease right-of-use assets, net 4 Accrued and other current liabilities 1 Long-term debt, less current maturities 7 Other non-current liabilities 2 The components of lease expense for the three and six months ended June 30, 2019 were as follows: Income Statement Location Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating lease costs: Operating lease cost Cost of goods sold $ 8 $ 16 Operating lease cost Operating expenses 19 36 Operating lease cost Selling, general and administrative 4 7 Total operating lease costs 31 59 Finance lease costs: Amortization of lease assets Depreciation, depletion and amortization 1 2 Interest on lease liabilities Interest expense, net of capitalized interest — — Total finance lease costs 1 2 Short-term lease cost Operating expenses 12 23 Variable lease cost Operating expenses 5 8 Lease costs, gross 49 92 Less: Sublease income Other revenue 12 23 Lease costs, net $ 37 $ 69 The weighted average remaining lease terms and weighted average discount rates as of June 30, 2019 were as follows: June 30, 2019 Weighted-average remaining lease term (years): Operating leases 22 Finance leases 10 Weighted-average discount rate (%): Operating leases 5 % Finance leases 8 % Cash flows and non-cash activity related to leases for the six months ended June 30, 2019 were as follows: Six Months Ended June 30, 2019 Operating cash flows from operating leases $ (79 ) Lease assets obtained in exchange for new lease liabilities 15 Maturities of lease liabilities as of June 30, 2019 are as follows: Operating Leases Finance Leases Total 2019 (remainder) $ 55 $ 1 $ 56 2020 93 2 95 2021 84 2 86 2022 71 1 72 2023 67 1 68 Thereafter 1,152 6 1,158 Total lease payments 1,522 13 1,535 Less: present value discount 659 3 662 Present value of lease liabilities $ 863 $ 10 $ 873 Lessor Accounting Sunoco LP leases or subleases a portion of its real estate portfolio to third-party companies as a stable source of long-term revenue. Sunoco LP’s lessor and sublease portfolio consists mainly of operating leases with convenience store operators. At this time, most lessor agreements contain five -year terms with renewal options to extend and early termination options based on established terms specific to the individual agreement. Rental income included in other revenue in our consolidated statement of operations for the three and six months ended June 30, 2019 was $36 million and $72 million , respectively. Future minimum operating lease payments receivable as of June 30, 2019 are as follows: Lease Receivables 2019 (remainder) $ 46 2020 72 2021 59 2022 53 2023 4 Thereafter 5 Total undiscounted cash flows $ 239 |
Derivative Assets And Liabiliti
Derivative Assets And Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
General Discussion of Derivative Instruments and Hedging Activities [Abstract] | |
Derivative Assets And Liabilities | DERIVATIVE ASSETS AND LIABILITIES Commodity Price Risk We are exposed to market risks related to the volatility of commodity prices. To manage the impact of volatility from these prices, we utilize various exchange-traded and OTC commodity financial instrument contracts. These contracts consist primarily of futures, swaps and options and are recorded at fair value in our consolidated balance sheets. We use futures and basis swaps, designated as fair value hedges, to hedge our natural gas inventory stored in our Bammel storage facility. At hedge inception, we lock in a margin by purchasing gas in the spot market or off peak season and entering into a financial contract. Changes in the spreads between the forward natural gas prices and the physical inventory spot price result in unrealized gains or losses until the underlying physical gas is withdrawn and the related designated derivatives are settled. Once the gas is withdrawn and the designated derivatives are settled, the previously unrealized gains or losses associated with these positions are realized. We use futures, swaps and options to hedge the sales price of natural gas we retain for fees in our intrastate transportation and storage segment and operational gas sales in our interstate transportation and storage segment. These contracts are not designated as hedges for accounting purposes. We use NGL and crude derivative swap contracts to hedge forecasted sales of NGL and condensate equity volumes we retain for fees in our midstream segment whereby our subsidiaries generally gather and process natural gas on behalf of producers, sell the resulting residue gas and NGL volumes at market prices and remit to producers an agreed upon percentage of the proceeds based on an index price for the residue gas and NGL. These contracts are not designated as hedges for accounting purposes. We utilize swaps, futures and other derivative instruments to mitigate the risk associated with market movements in the price of refined products and NGLs to manage our storage facilities and the purchase and sale of purity NGL. These contracts are not designated as hedges for accounting purposes. We use futures and swaps to achieve ratable pricing of crude oil purchases, to convert certain expected refined product sales to fixed or floating prices, to lock in margins for certain refined products and to lock in the price of a portion of natural gas purchases or sales. These contracts are not designated as hedges for accounting purposes. We use financial commodity derivatives to take advantage of market opportunities in our trading activities which complement our transportation and storage segment’s operations and are netted in cost of products sold in our consolidated statements of operations. We also have trading and marketing activities related to power and natural gas in our all other segment which are also netted in cost of products sold. As a result of our trading activities and the use of derivative financial instruments in our transportation and storage segment, the degree of earnings volatility that can occur may be significant, favorably or unfavorably, from period to period. We attempt to manage this volatility through the use of daily position and profit and loss reports provided to our risk oversight committee, which includes members of senior management, and the limits and authorizations set forth in our commodity risk management policy. The following table details our outstanding commodity-related derivatives: June 30, 2019 December 31, 2018 Notional Volume Maturity Notional Volume Maturity Mark-to-Market Derivatives (Trading) Natural Gas (BBtu): Basis Swaps IFERC/NYMEX (1) 13,038 2019-2020 16,845 2019-2020 Fixed Swaps/Futures 775 2019-2020 468 2019 Options – Puts — — 10,000 2019 Power (Megawatt): Forwards 2,554,800 2019-2029 3,141,520 2019 Futures 1,095,558 2019-2021 56,656 2019-2021 Options – Puts 175,200 2019 18,400 2019 Options – Calls 317,600 2019-2020 284,800 2019 (Non-Trading) Natural Gas (BBtu): Basis Swaps IFERC/NYMEX (23,115 ) 2019-2022 (30,228 ) 2019-2021 Swing Swaps IFERC 8,480 2019-2020 54,158 2019-2020 Fixed Swaps/Futures (3,505 ) 2019-2021 (1,068 ) 2019-2021 Forward Physical Contracts (22,542 ) 2019-2021 (123,254 ) 2019-2020 NGLs (MBbls) – Forwards/Swaps (1,612 ) 2019-2021 (2,135 ) 2019 Refined Products (MBbls) – Futures (126 ) 2019-2021 (1,403 ) 2019 Crude (MBbls) – Forwards/Swaps 18,670 2019-2020 20,888 2019 Corn (thousand bushels) (2,605 ) 2019 (1,920 ) 2019 Fair Value Hedging Derivatives (Non-Trading) Natural Gas (BBtu): Basis Swaps IFERC/NYMEX (31,703 ) 2019-2020 (17,445 ) 2019 Fixed Swaps/Futures (31,703 ) 2019-2020 (17,445 ) 2019 Hedged Item – Inventory 31,703 2019-2020 17,445 2019 (1) Includes aggregate amounts for open positions related to Houston Ship Channel, Waha Hub, NGPL TexOk, West Louisiana Zone and Henry Hub locations. Interest Rate Risk We are exposed to market risk for changes in interest rates. To maintain a cost effective capital structure, we borrow funds using a mix of fixed rate debt and variable rate debt. We also manage our interest rate exposure by utilizing interest rate swaps to achieve a desired mix of fixed and variable rate debt. We also utilize forward starting interest rate swaps to lock in the rate on a portion of our anticipated debt issuances. The following table summarizes our interest rate swaps outstanding, none of which were designated as hedges for accounting purposes: Term Type (1) Notional Amount Outstanding June 30, 2019 December 31, 2018 July 2019 (2) Forward-starting to pay a fixed rate of 3.56% and receive a floating rate $ — $ 400 July 2020 (2) Forward-starting to pay a fixed rate of 3.52% and receive a floating rate 400 400 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 — March 2019 Pay a floating rate and receive a fixed rate of 1.42% — 300 (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. Credit Risk Credit risk refers to the risk that a counterparty may default on its contractual obligations resulting in a loss to the Partnership. Credit policies have been approved and implemented to govern our portfolio of counterparties with the objective of mitigating credit losses. These policies establish guidelines, controls and limits to manage credit risk within approved tolerances by mandating an appropriate evaluation of the financial condition of existing and potential counterparties, monitoring agency credit ratings, and by implementing credit practices that limit exposure according to the risk profiles of the counterparties. Furthermore, we may at times require collateral under certain circumstances to mitigate credit risk as necessary. We also implements the use of industry standard commercial agreements which allow for the netting of positive and negative exposures associated with transactions executed under a single commercial agreement. Additionally, we utilize master netting agreements to offset credit exposure across multiple commercial agreements with a single counterparty or affiliated group of counterparties. Our counterparties consist of a diverse portfolio of customers across the energy industry, including petrochemical companies, commercial and industrials, oil and gas producers, motor fuel distributors, municipalities, utilities and midstream companies. Our overall exposure may be affected positively or negatively by macroeconomic factors or regulatory changes that could impact its counterparties to one extent or another. Currently, management does not anticipate a material adverse effect in our financial position or results of operations as a consequence of counterparty non-performance. We have maintenance margin deposits with certain counterparties in the OTC market, primarily independent system operators, and with clearing brokers. Payments on margin deposits are required when the value of a derivative exceeds our pre-established credit limit with the counterparty. Margin deposits are returned to us on or about the settlement date for non-exchange traded derivatives, and we exchange margin calls on a daily basis for exchange traded transactions. Since the margin calls are made daily with the exchange brokers, the fair value of the financial derivative instruments are deemed current and netted in deposits paid to vendors within other current assets in the consolidated balance sheets. For financial instruments, failure of a counterparty to perform on a contract could result in our inability to realize amounts that have been recorded on our consolidated balance sheets and recognized in net income or other comprehensive income. Derivative Summary The following table provides a summary of our derivative assets and liabilities: Fair Value of Derivative Instruments Asset Derivatives Liability Derivatives June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 Derivatives designated as hedging instruments: Commodity derivatives (margin deposits) $ 14 $ — $ — $ (13 ) Derivatives not designated as hedging instruments: Commodity derivatives (margin deposits) 406 402 (438 ) (397 ) Commodity derivatives 121 158 (85 ) (173 ) Interest rate derivatives — — (354 ) (163 ) 527 560 (877 ) (733 ) Total derivatives $ 541 $ 560 $ (877 ) $ (746 ) The following table presents the fair value of our recognized derivative assets and liabilities on a gross basis and amounts offset on the consolidated balance sheets that are subject to enforceable master netting arrangements or similar arrangements: Asset Derivatives Liability Derivatives Balance Sheet Location June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 Derivatives without offsetting agreements Derivative liabilities $ — $ — $ (354 ) $ (163 ) Derivatives in offsetting agreements: OTC contracts Derivative assets (liabilities) 121 158 (85 ) (173 ) Broker cleared derivative contracts Other current assets (liabilities) 420 402 (438 ) (410 ) Total gross derivatives 541 560 (877 ) (746 ) Offsetting agreements: Counterparty netting Derivative assets (liabilities) (67 ) (47 ) 67 47 Counterparty netting Other current assets (liabilities) (406 ) (397 ) 406 397 Total net derivatives $ 68 $ 116 $ (404 ) $ (302 ) We disclose the non-exchange traded financial derivative instruments as derivative assets and liabilities on our consolidated balance sheets at fair value with amounts classified as either current or non-current depending on the anticipated settlement date. The following tables summarize the amounts recognized in income with respect to our derivative financial instruments: Location of Gain Recognized in Income on Derivatives Amount of Gain Recognized in Income Representing Hedge Ineffectiveness and Amount Excluded from the Assessment of Effectiveness Three Months Ended Six Months Ended 2019 2018 2019 2018 Derivatives in fair value hedging relationships (including hedged item): Commodity derivatives Cost of products sold $ — $ 6 $ — $ 9 Location of Gain (Loss) Recognized in Income on Derivatives Amount of Gain (Loss) Recognized in Income on Derivatives Three Months Ended Six Months Ended 2019 2018 2019 2018 Derivatives not designated as hedging instruments: Commodity derivatives – Trading Cost of products sold $ (20 ) $ 16 $ (14 ) $ 33 Commodity derivatives – Non-trading Cost of products sold (29 ) (295 ) (41 ) (366 ) Interest rate derivatives Gains (losses) on interest rate derivatives (122 ) 20 (196 ) 72 Total $ (171 ) $ (259 ) $ (251 ) $ (261 ) |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS The Partnership has related party transactions with several of its unconsolidated affiliates. In addition to commercial transactions, these transactions include the provision of certain management services and leases of certain assets. The following table summarizes the revenues from related companies on our consolidated statements of operations: Three Months Ended Six Months Ended 2019 2018 2019 2018 Revenues from related companies $ 136 $ 120 $ 245 $ 222 The following table summarizes the accounts receivable from related companies on our consolidated balance sheets: June 30, 2019 December 31, 2018 Accounts receivable from related companies: FGT $ 32 $ 25 Phillips 66 47 42 Other 32 44 Total accounts receivable from related companies $ 111 $ 111 As of June 30, 2019 and December 31, 2018 , accounts payable with unconsolidated affiliates in the Partnership’s consolidated balance sheets totaled $14 million and $59 million , respectively. |
Reportable Segments
Reportable Segments | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Reportable Segments | REPORTABLE SEGMENTS As a result of the Energy Transfer Merger in October 2018, our reportable segments were reevaluated and currently reflect the following segments, which conduct their business primarily in the United States: • 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 ; and • all other . Consolidated revenues and expenses reflect the elimination of all material intercompany transactions. The investment in USAC segment reflects the results of USAC beginning April 2018, the date that the Partnership obtained control of USAC. Revenues from our intrastate transportation and storage segment are primarily reflected in natural gas sales and gathering, transportation and other fees. Revenues from our interstate transportation and storage segment are primarily reflected in gathering, transportation and other fees. Revenues from our midstream segment are primarily reflected in natural gas sales, NGL sales and gathering, transportation and other fees. Revenues from our NGL and refined products transportation and services segment are primarily reflected in NGL sales and gathering, transportation and other fees. Revenues from our crude oil transportation and services segment are primarily reflected in crude sales. Revenues from our investment in Sunoco LP segment are primarily reflected in refined product sales. Revenues from our investment in USAC segment are primarily reflected in gathering, transportation and other fees. Revenues from our all other segment are primarily reflected in natural gas sales. We report Segment Adjusted EBITDA as a measure of segment performance. We define Segment Adjusted EBITDA as total partnership earnings before interest, taxes, depreciation, depletion, amortization and other non-cash items, such as non-cash compensation expense, gains and losses on disposals of assets, the allowance for equity funds used during construction, unrealized gains and losses on commodity risk management activities, inventory valuation adjustments, non-cash impairment charges, losses on extinguishments of debt and other non-operating income or expense items. Segment Adjusted EBITDA reflects amounts for unconsolidated affiliates based on our proportionate ownership. The following tables present financial information by segment: Three Months Ended Six Months Ended 2019 2018 2019 2018 Revenues: Intrastate transportation and storage: Revenues from external customers $ 671 $ 761 $ 1,440 $ 1,578 Intersegment revenues 94 52 181 110 765 813 1,621 1,688 Interstate transportation and storage: Revenues from external customers 487 373 979 735 Intersegment revenues 6 5 12 8 493 378 991 743 Midstream: Revenues from external customers 337 594 1,000 1,034 Intersegment revenues 861 1,280 1,916 2,454 1,198 1,874 2,916 3,488 NGL and refined products transportation and services: Revenues from external customers 2,356 2,359 5,069 4,622 Intersegment revenues 256 209 574 492 2,612 2,568 5,643 5,114 Crude oil transportation and services: Revenues from external customers 5,012 4,789 9,179 8,520 Intersegment revenues 34 14 53 28 5,046 4,803 9,232 8,548 Investment in Sunoco LP: Revenues from external customers 4,474 4,606 8,166 8,354 Intersegment revenues 1 1 1 2 4,475 4,607 8,167 8,356 Investment in USAC: Revenues from external customers 169 165 336 165 Intersegment revenues 5 2 9 2 174 167 345 167 All other: Revenues from external customers 371 471 829 992 Intersegment revenues 20 31 59 81 391 502 888 1,073 Eliminations (1,277 ) (1,594 ) (2,805 ) (3,177 ) Total revenues $ 13,877 $ 14,118 $ 26,998 $ 26,000 Three Months Ended Six Months Ended 2019 2018 2019 2018 Segment Adjusted EBITDA: Intrastate transportation and storage $ 290 $ 208 $ 542 $ 400 Interstate transportation and storage 460 375 916 741 Midstream 412 414 794 791 NGL and refined products transportation and services 644 461 1,256 912 Crude oil transportation and services 751 548 1,557 1,012 Investment in Sunoco LP 152 140 305 249 Investment in USAC 105 95 206 95 All other 10 21 45 64 Total 2,824 2,262 5,621 4,264 Depreciation, depletion and amortization (785 ) (694 ) (1,559 ) (1,359 ) Interest expense, net of interest capitalized (578 ) (510 ) (1,168 ) (976 ) Impairment losses — — (50 ) — Gains (losses) on interest rate derivatives (122 ) 20 (196 ) 72 Non-cash compensation expense (29 ) (32 ) (58 ) (55 ) Unrealized gains (losses) on commodity risk management activities (23 ) (265 ) 26 (352 ) Losses on extinguishments of debt — — (18 ) (106 ) Inventory valuation adjustments 4 32 97 57 Adjusted EBITDA related to unconsolidated affiliates (163 ) (168 ) (309 ) (324 ) Equity in earnings of unconsolidated affiliates 77 92 142 171 Adjusted EBITDA related to discontinued operations — 5 — 25 Other, net 37 (15 ) 20 26 Income from continuing operations before income tax expense 1,242 727 2,548 1,443 Income tax expense from continuing operations (34 ) (68 ) (160 ) (58 ) Income from continuing operations 1,208 659 2,388 1,385 Loss from discontinued operations, net of income taxes — (26 ) — (263 ) Net income $ 1,208 $ 633 $ 2,388 $ 1,122 June 30, 2019 December 31, 2018 Assets: Intrastate transportation and storage $ 6,159 $ 6,365 Interstate transportation and storage 15,606 15,081 Midstream 19,866 19,745 NGL and refined products transportation and services 19,409 18,267 Crude oil transportation and services 18,790 18,022 Investment in Sunoco LP 5,470 4,879 Investment in USAC 3,760 3,775 All other and eliminations 1,752 2,112 Total assets $ 90,812 $ 88,246 |
Supplemental Financial Statemen
Supplemental Financial Statement Information | 6 Months Ended |
Jun. 30, 2019 | |
Supplemental Financial Statement Information | |
Supplemental Financial Statement Information | SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION Following are the financial statements of the Parent Company, which are included to provide additional information with respect to the Parent Company’s financial position, results of operations and cash flows on a stand-alone basis: BALANCE SHEETS (unaudited) June 30, 2019 December 31, 2018 ASSETS Current assets: Cash and cash equivalents $ 1 $ 2 Accounts receivable from related companies — 65 Other current assets — 1 Total current assets 1 68 Property, plant and equipment, net 23 23 Advances to and investments in unconsolidated affiliates 25,411 26,581 Total assets $ 25,435 $ 26,672 LIABILITIES AND PARTNERS’ CAPITAL Current liabilities: Accounts payable $ — $ 2 Accounts payable to related companies 58 65 Interest payable 1 76 Accrued and other current liabilities 1 3 Total current liabilities 60 146 Long-term debt, less current maturities 124 5,519 Long-term notes payable – related companies 4,416 445 Other non-current liabilities 1 3 Commitments and contingencies Partners’ capital Limited Partners: Common Unitholders 20,872 20,606 General Partner (5 ) (5 ) Accumulated other comprehensive loss (33 ) (42 ) Total partners’ capital 20,834 20,559 Total liabilities and partners’ capital $ 25,435 $ 26,672 STATEMENTS OF OPERATIONS (unaudited) Three Months Ended Six Months Ended 2019 2018 2019 2018 SELLING, GENERAL AND ADMINISTRATIVE EXPENSE $ (5 ) $ (9 ) $ (6 ) $ (11 ) OTHER INCOME (EXPENSE): Interest expense, net — (90 ) (63 ) (176 ) Interest expense, net – related company (67 ) — (88 ) — Equity in earnings of unconsolidated affiliates 949 454 1,917 902 Losses on extinguishments of debt — — (16 ) — Other, net — — 3 3 INCOME BEFORE INCOME TAXES 877 355 1,747 718 Income tax benefit (1 ) — (1 ) — NET INCOME 878 355 1,748 718 Series A Convertible Preferred Unitholders’ interest in income — 12 — 33 General Partner’s interest in net income 1 1 2 2 Limited Partners’ interest in net income $ 877 $ 342 $ 1,746 $ 683 STATEMENTS OF CASH FLOWS (unaudited) Six Months Ended 2019 2018 NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES $ 2,948 $ 626 INVESTING ACTIVITIES Contributions to unconsolidated affiliate — (250 ) Sunoco LP Series A Preferred Units redemption — 303 Net cash provided by investing activities — 53 FINANCING ACTIVITIES Proceeds from borrowings — 355 Principal payments on debt (1,220 ) (587 ) Proceeds from (payments to) affiliate (180 ) 85 Distributions to partners (1,549 ) (532 ) Net cash used in financing activities (2,949 ) (679 ) CHANGE IN CASH AND CASH EQUIVALENTS (1 ) — CASH AND CASH EQUIVALENTS, beginning of period 2 1 CASH AND CASH EQUIVALENTS, end of period $ 1 $ 1 |
Operations And Organization Acc
Operations And Organization Accounting policy (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The unaudited financial information included in this Form 10-Q has been prepared on the same basis as the audited consolidated financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2018 , filed with the SEC on February 22, 2019 . In the opinion of the Partnership’s management, such financial information reflects all adjustments necessary for a fair presentation of the financial position and the results of operations for such interim periods in accordance with GAAP. All intercompany items and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The unaudited consolidated financial statements have been prepared in conformity with GAAP, which includes the use of estimates and assumptions made by management that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities that exist at the date of the consolidated financial statements. Although these estimates are based on management’s available knowledge of current and expected future events, actual results could be different from those estimates. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements ASU 2017-12 In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The amendments in this update improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition, the amendments in this update make certain targeted improvements to simplify the application of hedge accounting guidance. The Partnership adopted this guidance in the first quarter of 2019, and the adoption of this guidance did not have a material impact on the consolidated financial statements and related disclosures. |
Lessee, Leases [Policy Text Block] | Change in Accounting Policy Adoption of Lease Accounting Standard In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) , which has amended the FASB Accounting Standards Codification (“ASC”) and introduced Topic 842, Leases. On January 1, 2019, the Partnership has adopted ASC Topic 842 (“Topic 842”), which is effective for interim and annual reporting periods beginning on or after December 15, 2018. Topic 842 requires entities to recognize lease assets and liabilities on the balance sheet for all leases with a term of more than one year, including operating leases, which historically were not recorded on the balance sheet in accordance with the prior standard. To adopt Topic 842, the Partnership recognized a cumulative catch-up adjustment to the opening balance sheet as of January 1, 2019 related to certain leases that existed as of that date. As permitted, we have not retrospectively modified our consolidated financial statements for comparative purposes. The adoption of the standard had a material impact on our consolidated balance sheet, but did not have an impact on our consolidated statements of operations, comprehensive income or cash flows. As a result of adoption, we have recorded additional net right-of-use (“ROU”) lease assets and lease liabilities of approximately $888 million and $888 million , respectively, as of January 1, 2019. In addition, we have updated our business processes, systems, and internal controls to support the on-going reporting requirements under the new standard. To adopt Topic 842, the Partnership elected the package of practical expedients permitted under the transition guidance within the standard. The expedient package allowed us not to reassess whether existing contracts contained a lease, the lease classification of existing leases and initial direct cost for existing leases. In addition to the package of practical expedients, the Partnership has elected not to capitalize amounts pertaining to leases with terms less than twelve months, to use the portfolio approach to determine discount rates, not to separate non-lease components from lease components and not to apply the use of hindsight to the active lease population. Lessee Accounting The Partnership leases terminal facilities, tank cars, office space, land and equipment under non-cancelable operating leases whose initial terms are typically five to 15 years, with some real estate leases having terms of 40 years or more, along with options that permit renewals for additional periods. At the inception of each, we determine if the arrangement is a lease or contains an embedded lease and review the facts and circumstances of the arrangement to classify lease assets as operating or finance leases under Topic 842. The Partnership has elected not to record any leases with terms of 12 months or less on the balance sheet. At present, the majority of the Partnership’s active leases are classified as operating in accordance with Topic 842. Balances related to operating leases are included in operating lease ROU assets, accrued and other current liabilities, operating lease current liabilities and non-current operating lease liabilities in our consolidated balance sheets. Finance leases represent a small portion of the active lease agreements and are included in finance lease ROU assets, current maturities of long-term debt and long-term debt, less current maturities in our consolidated balance sheets. The ROU assets represent the Partnership’s right to use an underlying asset for the lease term and lease liabilities represent the obligation of the Partnership to make minimum lease payments arising from the lease for the duration of the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 20 years or greater. The exercise of lease renewal options is typically at the sole discretion of the Partnership, and lease extensions are evaluated on a lease-by-lease basis. Leases containing early termination clauses typically require the agreement of both parties to the lease. At the inception of a lease, all renewal options reasonably certain to be exercised are considered when determining the lease term. Presently, the Partnership does not have leases that include options to purchase or automatic transfer of ownership of the leased property to the Partnership. The depreciable life of lease assets and leasehold improvements are limited by the expected lease term. To determine the present value of future minimum lease payments, we use the implicit rate when readily determinable. Presently, because many of our leases do not provide an implicit rate, the Partnership applies its incremental borrowing rate based on the information available at the lease commencement date to determine the present value of minimum lease payments. The operating and finance lease ROU assets include any lease payments made and exclude lease incentives. Minimum rent payments are expensed on a straight-line basis over the term of the lease. In addition, some leases require additional contingent or variable lease payments, which are based on the factors specific to the individual agreement. Variable lease payments the Partnership is typically responsible for include payment of real estate taxes, maintenance expenses and insurance. For short-term leases (leases that have term of twelve months or less upon commencement), lease payments are recognized on a straight-line basis and no ROU assets are recorded. |
Cash And Cash Equivalents Cash
Cash And Cash Equivalents Cash and Cash Equivalents (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents, Unrestricted Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents include all cash on hand, demand deposits, and investments with original maturities of three months or less. We consider cash equivalents to include short-term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value. We place our cash deposits and temporary cash investments with high credit quality financial institutions. At times, our cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit. |
Inventories Inventories (Polici
Inventories Inventories (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory, Policy [Policy Text Block] | We utilize commodity derivatives to manage price volatility associated with its natural gas inventories. Changes in fair value of designated hedged inventory are recorded in inventory on our consolidated balance sheets and cost of products sold in our consolidated statements of operations. |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurements (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement, Policy [Policy Text Block] | Based on the estimated borrowing rates currently available to us and our subsidiaries for loans with similar terms and average maturities, the aggregate fair value and carrying amount of our consolidated debt obligations as of June 30, 2019 were $49.93 billion and $46.51 billion , respectively. As of December 31, 2018 , the aggregate fair value and carrying amount of our consolidated debt obligations were $45.06 billion and $46.03 billion , respectively. The fair value of our consolidated debt obligations is a Level 2 valuation based on the respective debt obligations’ observable inputs used for similar liabilities. We have commodity derivatives and interest rate derivatives that are accounted for as assets and liabilities at fair value in our consolidated balance sheets. We determine the fair value of our assets and liabilities subject to fair value measurement by using the highest possible “level” of inputs. Level 1 inputs are observable quotes in an active market for identical assets and liabilities. We consider the valuation of marketable securities and commodity derivatives transacted through a clearing broker with a published price from the appropriate exchange as a Level 1 valuation. Level 2 inputs are inputs observable for similar assets and liabilities. We consider OTC commodity derivatives entered into directly with third parties as a Level 2 valuation since the values of these derivatives are quoted on an exchange for similar transactions. Additionally, we consider our options transacted through our clearing broker as having Level 2 inputs due to the level of activity of these contracts on the exchange in which they trade. We consider the valuation of our interest rate derivatives as Level 2 as the primary input, the LIBOR curve, is based on quotes from an active exchange of Eurodollar futures for the same period as the future interest swap settlements. Level 3 inputs are unobservable. During the six months ended June 30, 2019 , no transfers were made between any levels within the fair value hierarchy. |
Income Taxes Income Taxes (Poli
Income Taxes Income Taxes (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax, Policy [Policy Text Block] | The Partnership’s effective tax rate differs from the statutory rate primarily due to partnership earnings that are not subject to United States federal and most state income taxes at the partnership level. |
Revenue Revenue (Policies)
Revenue Revenue (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition, Policy [Policy Text Block] | Disaggregation of Revenue The Partnership’s consolidated financial statements reflect eight reportable segments, which also represent the level at which the Partnership aggregates revenue for disclosure purposes. Note 16 depicts the disaggregation of revenue by segment. |
Revenue Recognition, Deferred Revenue [Policy Text Block] | Contract Balances with Customers The Partnership satisfies its obligations by transferring goods or services in exchange for consideration from customers. The timing of performance may differ from the timing the associated consideration is paid to or received from the customer, thus resulting in the recognition of a contract asset or a contract liability. The Partnership recognizes a contract asset when making upfront consideration payments to certain customers or when providing services to customers prior to the time at which the Partnership is contractually allowed to bill for such services. The Partnership recognizes a contract liability if the customer's payment of consideration precedes the Partnership’s fulfillment of the performance obligations. Certain contracts contain provisions requiring customers to pay a fixed fee for a right to use our assets, but allows customers to apply such fees against services to be provided at a future point in time. These amounts are reflected as prepayments or deferred revenue until the customer applies the deficiency fees to services provided or becomes unable to use the fees as payment for future services due to expiration of the contractual period the fees can be applied or physical inability of the customer to utilize the fees due to capacity constraints. Additionally, Sunoco LP maintains some franchise agreements requiring dealers to make one-time upfront payments for long term license agreements. Sunoco LP recognizes a contract liability when the upfront payment is received and recognizes revenue over the term of the license. The following table summarizes the consolidated activity of our contract liabilities: Contract Liabilities Balance, December 31, 2018 $ 392 Additions 300 Revenue recognized (315 ) Balance, June 30, 2019 $ 377 Balance, January 1, 2018 $ 215 Additions 216 Revenue recognized (143 ) Balance, June 30, 2018 $ 288 The balances of receivables from contracts with customers listed in the table below, all of which are attributable to Sunoco LP, include both current trade receivables and long-term receivables, net of allowance for doubtful accounts. The allowance for receivables represents Sunoco LP’s best estimate of the probable losses associated with potential customer defaults. Sunoco LP determines the allowance based on historical experience and on a specific identification basis. Performance Obligations At contract inception, the Partnership assesses the goods and services promised in its contracts with customers and identifies a performance obligation for each promise to transfer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, the Partnership considers all the goods or services promised in the contract, whether explicitly stated or implied based on customary business practices. For a contract that has more than one performance obligation, the Partnership allocates the total expected contract consideration to each distinct performance obligation based on a standalone-selling price basis. Revenue is recognized when (or as) the performance obligations are satisfied, that is, when the customer obtains control of the good or service. Certain of our contracts contain variable components, which, when combined with the fixed component are considered a single performance obligation. For these types of contacts, only the fixed component of the contracts are included in the table below. |
Lease Accounting (Policies)
Lease Accounting (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lessee, Leases [Policy Text Block] | Change in Accounting Policy Adoption of Lease Accounting Standard In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) , which has amended the FASB Accounting Standards Codification (“ASC”) and introduced Topic 842, Leases. On January 1, 2019, the Partnership has adopted ASC Topic 842 (“Topic 842”), which is effective for interim and annual reporting periods beginning on or after December 15, 2018. Topic 842 requires entities to recognize lease assets and liabilities on the balance sheet for all leases with a term of more than one year, including operating leases, which historically were not recorded on the balance sheet in accordance with the prior standard. To adopt Topic 842, the Partnership recognized a cumulative catch-up adjustment to the opening balance sheet as of January 1, 2019 related to certain leases that existed as of that date. As permitted, we have not retrospectively modified our consolidated financial statements for comparative purposes. The adoption of the standard had a material impact on our consolidated balance sheet, but did not have an impact on our consolidated statements of operations, comprehensive income or cash flows. As a result of adoption, we have recorded additional net right-of-use (“ROU”) lease assets and lease liabilities of approximately $888 million and $888 million , respectively, as of January 1, 2019. In addition, we have updated our business processes, systems, and internal controls to support the on-going reporting requirements under the new standard. To adopt Topic 842, the Partnership elected the package of practical expedients permitted under the transition guidance within the standard. The expedient package allowed us not to reassess whether existing contracts contained a lease, the lease classification of existing leases and initial direct cost for existing leases. In addition to the package of practical expedients, the Partnership has elected not to capitalize amounts pertaining to leases with terms less than twelve months, to use the portfolio approach to determine discount rates, not to separate non-lease components from lease components and not to apply the use of hindsight to the active lease population. Lessee Accounting The Partnership leases terminal facilities, tank cars, office space, land and equipment under non-cancelable operating leases whose initial terms are typically five to 15 years, with some real estate leases having terms of 40 years or more, along with options that permit renewals for additional periods. At the inception of each, we determine if the arrangement is a lease or contains an embedded lease and review the facts and circumstances of the arrangement to classify lease assets as operating or finance leases under Topic 842. The Partnership has elected not to record any leases with terms of 12 months or less on the balance sheet. At present, the majority of the Partnership’s active leases are classified as operating in accordance with Topic 842. Balances related to operating leases are included in operating lease ROU assets, accrued and other current liabilities, operating lease current liabilities and non-current operating lease liabilities in our consolidated balance sheets. Finance leases represent a small portion of the active lease agreements and are included in finance lease ROU assets, current maturities of long-term debt and long-term debt, less current maturities in our consolidated balance sheets. The ROU assets represent the Partnership’s right to use an underlying asset for the lease term and lease liabilities represent the obligation of the Partnership to make minimum lease payments arising from the lease for the duration of the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 20 years or greater. The exercise of lease renewal options is typically at the sole discretion of the Partnership, and lease extensions are evaluated on a lease-by-lease basis. Leases containing early termination clauses typically require the agreement of both parties to the lease. At the inception of a lease, all renewal options reasonably certain to be exercised are considered when determining the lease term. Presently, the Partnership does not have leases that include options to purchase or automatic transfer of ownership of the leased property to the Partnership. The depreciable life of lease assets and leasehold improvements are limited by the expected lease term. To determine the present value of future minimum lease payments, we use the implicit rate when readily determinable. Presently, because many of our leases do not provide an implicit rate, the Partnership applies its incremental borrowing rate based on the information available at the lease commencement date to determine the present value of minimum lease payments. The operating and finance lease ROU assets include any lease payments made and exclude lease incentives. Minimum rent payments are expensed on a straight-line basis over the term of the lease. In addition, some leases require additional contingent or variable lease payments, which are based on the factors specific to the individual agreement. Variable lease payments the Partnership is typically responsible for include payment of real estate taxes, maintenance expenses and insurance. For short-term leases (leases that have term of twelve months or less upon commencement), lease payments are recognized on a straight-line basis and no ROU assets are recorded. |
Lessor, Leases [Policy Text Block] | Lessor Accounting Sunoco LP leases or subleases a portion of its real estate portfolio to third-party companies as a stable source of long-term revenue. Sunoco LP’s lessor and sublease portfolio consists mainly of operating leases with convenience store operators. At this time, most lessor agreements contain five -year terms with renewal options to extend and early termination options based on established terms specific to the individual agreement. Rental income included in other revenue in our consolidated statement of operations for the three and six months ended June 30, 2019 was $36 million and $72 million , respectively. |
Derivative Assets And Liabili_2
Derivative Assets And Liabilities Derivative Assets and Liabilities (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Credit Risk Credit risk refers to the risk that a counterparty may default on its contractual obligations resulting in a loss to the Partnership. Credit policies have been approved and implemented to govern our portfolio of counterparties with the objective of mitigating credit losses. These policies establish guidelines, controls and limits to manage credit risk within approved tolerances by mandating an appropriate evaluation of the financial condition of existing and potential counterparties, monitoring agency credit ratings, and by implementing credit practices that limit exposure according to the risk profiles of the counterparties. Furthermore, we may at times require collateral under certain circumstances to mitigate credit risk as necessary. We also implements the use of industry standard commercial agreements which allow for the netting of positive and negative exposures associated with transactions executed under a single commercial agreement. Additionally, we utilize master netting agreements to offset credit exposure across multiple commercial agreements with a single counterparty or affiliated group of counterparties. Our counterparties consist of a diverse portfolio of customers across the energy industry, including petrochemical companies, commercial and industrials, oil and gas producers, motor fuel distributors, municipalities, utilities and midstream companies. Our overall exposure may be affected positively or negatively by macroeconomic factors or regulatory changes that could impact its counterparties to one extent or another. Currently, management does not anticipate a material adverse effect in our financial position or results of operations as a consequence of counterparty non-performance. We have maintenance margin deposits with certain counterparties in the OTC market, primarily independent system operators, and with clearing brokers. Payments on margin deposits are required when the value of a derivative exceeds our pre-established credit limit with the counterparty. Margin deposits are returned to us on or about the settlement date for non-exchange traded derivatives, and we exchange margin calls on a daily basis for exchange traded transactions. Since the margin calls are made daily with the exchange brokers, the fair value of the financial derivative instruments are deemed current and netted in deposits paid to vendors within other current assets in the consolidated balance sheets. For financial instruments, failure of a counterparty to perform on a contract could result in our inability to realize amounts that have been recorded on our consolidated balance sheets and recognized in net income or other comprehensive income. |
Derivatives, Policy [Policy Text Block] | Commodity Price Risk We are exposed to market risks related to the volatility of commodity prices. To manage the impact of volatility from these prices, we utilize various exchange-traded and OTC commodity financial instrument contracts. These contracts consist primarily of futures, swaps and options and are recorded at fair value in our consolidated balance sheets. We use futures and basis swaps, designated as fair value hedges, to hedge our natural gas inventory stored in our Bammel storage facility. At hedge inception, we lock in a margin by purchasing gas in the spot market or off peak season and entering into a financial contract. Changes in the spreads between the forward natural gas prices and the physical inventory spot price result in unrealized gains or losses until the underlying physical gas is withdrawn and the related designated derivatives are settled. Once the gas is withdrawn and the designated derivatives are settled, the previously unrealized gains or losses associated with these positions are realized. We use futures, swaps and options to hedge the sales price of natural gas we retain for fees in our intrastate transportation and storage segment and operational gas sales in our interstate transportation and storage segment. These contracts are not designated as hedges for accounting purposes. We use NGL and crude derivative swap contracts to hedge forecasted sales of NGL and condensate equity volumes we retain for fees in our midstream segment whereby our subsidiaries generally gather and process natural gas on behalf of producers, sell the resulting residue gas and NGL volumes at market prices and remit to producers an agreed upon percentage of the proceeds based on an index price for the residue gas and NGL. These contracts are not designated as hedges for accounting purposes. We utilize swaps, futures and other derivative instruments to mitigate the risk associated with market movements in the price of refined products and NGLs to manage our storage facilities and the purchase and sale of purity NGL. These contracts are not designated as hedges for accounting purposes. We use futures and swaps to achieve ratable pricing of crude oil purchases, to convert certain expected refined product sales to fixed or floating prices, to lock in margins for certain refined products and to lock in the price of a portion of natural gas purchases or sales. These contracts are not designated as hedges for accounting purposes. We use financial commodity derivatives to take advantage of market opportunities in our trading activities which complement our transportation and storage segment’s operations and are netted in cost of products sold in our consolidated statements of operations. We also have trading and marketing activities related to power and natural gas in our all other segment which are also netted in cost of products sold. As a result of our trading activities and the use of derivative financial instruments in our transportation and storage segment, the degree of earnings volatility that can occur may be significant, favorably or unfavorably, from period to period. We attempt to manage this volatility through the use of daily position and profit and loss reports provided to our risk oversight committee, which includes members of senior management, and the limits and authorizations set forth in our commodity risk management policy. We disclose the non-exchange traded financial derivative instruments as derivative assets and liabilities on our consolidated balance sheets at fair value with amounts classified as either current or non-current depending on the anticipated settlement date. |
Operations And Organization Ope
Operations And Organization Operations and Organization (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Operations and Organizations Tables [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | Cumulative-effect adjustments made to the opening balance sheet at January 1, 2019 were as follows: Balance at December 31, 2018, as previously reported Adjustments due to Topic 842 (Leases) Balance at January 1, 2019 Assets: Property, plant and equipment, net $ 66,963 $ (1 ) $ 66,962 Lease right-of-use assets, net — 889 889 Liabilities: Operating lease current liabilities $ — $ 71 $ 71 Accrued and other current liabilities 2,918 (1 ) 2,917 Current maturities of long-term debt 2,655 1 2,656 Long-term debt, less current maturities 43,373 6 43,379 Non-current operating lease liabilities — 823 823 Other non-current liabilities 1,184 (12 ) 1,172 Additional disclosures related to lease accounting are included in Note 13 . |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | There were no results of operations associated with discontinued operations for the three and six months ended June 30, 2019 . The results of operations associated with discontinued operations for the three and six months ended ended June 30, 2018 were as follows: Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 REVENUES $ — $ 349 COSTS AND EXPENSES Cost of products sold — 305 Operating expenses — 61 Selling, general and administrative 5 7 Total costs and expenses 5 373 OPERATING LOSS (5 ) (24 ) Interest expense, net — 2 Loss on extinguishment of debt and other — 20 Other, net 38 61 LOSS FROM DISCONTINUED OPERATIONS BEFORE INCOME TAX EXPENSE (BENEFIT) (43 ) (107 ) Income tax expense (benefit) (17 ) 156 LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES $ (26 ) $ (263 ) LOSS FROM DISCONTINUED OPERATIONS BEFORE INCOME TAX EXPENSE (BENEFIT) ATTRIBUTABLE TO ET $ (1 ) $ (10 ) |
Cash And Cash Equivalents (Tabl
Cash And Cash Equivalents (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Supplemental Cash Flow Information [Abstract] | |
Cash Flow, Operating Capital [Table Text Block] | The net change in operating assets and liabilities (net of effects of acquisitions) included in cash flows from operating activities is comprised as follows: Six Months Ended 2019 2018 Accounts receivable $ (340 ) $ 253 Accounts receivable from related companies (1 ) 71 Inventories (57 ) 350 Other current assets 30 (370 ) Other non-current assets, net (20 ) 69 Accounts payable 199 (600 ) Accounts payable to related companies (49 ) (145 ) Accrued and other current liabilities (89 ) 495 Other non-current liabilities (87 ) 1 Derivative assets and liabilities, net 140 233 Net change in operating assets and liabilities, net of effects of acquisitions $ (274 ) $ 357 |
Schedule Of Non-Cash Investing and Non-Cash Financing Activities | Non-cash activities are as follows: Six Months Ended 2019 2018 NON-CASH INVESTING ACTIVITIES: Accrued capital expenditures $ 714 $ 1,015 Losses from subsidiary common unit transactions — (125 ) Lease assets obtained in exchange for new lease liabilities 15 — NON-CASH FINANCING ACTIVITIES: Distribution reinvestment $ 51 $ — Conversion of Series A Convertible Preferred Units to common units — 589 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory, Net [Abstract] | |
Schedule Of Inventory | Inventories consisted of the following: June 30, 2019 December 31, 2018 Natural gas, NGLs and refined products $ 793 $ 833 Crude oil 622 506 Spare parts and other 417 338 Total inventories $ 1,832 $ 1,677 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Measurements [Abstract] | |
Fair Value, by Balance Sheet Grouping [Table Text Block] | The following tables summarize the gross fair value of our financial assets and liabilities measured and recorded at fair value on a recurring basis as of June 30, 2019 and December 31, 2018 based on inputs used to derive their fair values: Fair Value Measurements at Fair Value Total Level 1 Level 2 Assets: Commodity derivatives: Natural Gas: Basis Swaps IFERC/NYMEX $ 33 $ 33 $ — Fixed Swaps/Futures 35 35 — Forward Physical Contracts 7 — 7 Power: Forwards 40 — 40 Futures 7 7 — NGLs – Forwards/Swaps 377 377 — Refined Products – Futures 1 1 — Crude – Forwards/Swaps 40 40 — Corn - Forwards/Swaps 1 1 — Total commodity derivatives 541 494 47 Other non-current assets 29 19 10 Total assets $ 570 $ 513 $ 57 Liabilities: Interest rate derivatives $ (354 ) $ — $ (354 ) Commodity derivatives: Natural Gas: Basis Swaps IFERC/NYMEX (42 ) (42 ) — Swing Swaps IFERC (2 ) (1 ) (1 ) Fixed Swaps/Futures (23 ) (23 ) — Forward Physical Contracts (3 ) — (3 ) Power: Forwards (31 ) — (31 ) Futures (8 ) (8 ) — NGLs – Forwards/Swaps (409 ) (409 ) — Refined Products – Futures (4 ) (4 ) — Crude – Forwards/Swaps (1 ) (1 ) — Total commodity derivatives (523 ) (488 ) (35 ) Total liabilities $ (877 ) $ (488 ) $ (389 ) Fair Value Measurements at Fair Value Total Level 1 Level 2 Assets: Commodity derivatives: Natural Gas: Basis Swaps IFERC/NYMEX $ 42 $ 42 $ — Swing Swaps IFERC 52 8 44 Fixed Swaps/Futures 97 97 — Forward Physical Contracts 20 — 20 Power: Forwards 48 — 48 Futures 1 1 — Options – Calls 1 1 — NGLs – Forwards/Swaps 291 291 — Refined Products – Futures 7 7 — Crude – Forwards/Swaps 1 1 — Total commodity derivatives 560 448 112 Other non-current assets 26 17 9 Total assets $ 586 $ 465 $ 121 Liabilities: Interest rate derivatives $ (163 ) $ — $ (163 ) Commodity derivatives: Natural Gas: Basis Swaps IFERC/NYMEX (91 ) (91 ) — Swing Swaps IFERC (40 ) — (40 ) Fixed Swaps/Futures (88 ) (88 ) — Forward Physical Contracts (21 ) — (21 ) Power: Forwards (42 ) — (42 ) Futures (1 ) (1 ) — NGLs – Forwards/Swaps (224 ) (224 ) — Refined Products – Futures (15 ) (15 ) — Crude – Forwards/Swaps (61 ) (61 ) — Total commodity derivatives (583 ) (480 ) (103 ) Total liabilities $ (746 ) $ (480 ) $ (266 ) |
Net Income per Limited Partne_2
Net Income per Limited Partner Unit (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Reconciliation Of Net Income And Weighted Average Units | A reconciliation of income and weighted average units used in computing basic and diluted income per unit is as follows: Three Months Ended Six Months Ended 2019 2018 2019 2018 Income from continuing operations $ 1,208 $ 659 $ 2,388 $ 1,385 Less: Income from continuing operations attributable to noncontrolling interests 317 303 614 657 Less: Net income attributable to redeemable noncontrolling interests 13 — 26 — Income from continuing operations, net of noncontrolling interests 878 356 1,748 728 Less: Series A Convertible Preferred Unitholders’ interest in income — 12 — 33 Less: General Partner’s interest in income 1 1 2 2 Income from continuing operations available to Limited Partners $ 877 $ 343 $ 1,746 $ 693 Basic Income from Continuing Operations per Limited Partner Unit: Weighted average limited partner units 2,621.2 1,114.8 2,620.3 1,097.1 Basic income from continuing operations per Limited Partner unit $ 0.33 $ 0.31 $ 0.67 $ 0.63 Basic income (loss) from discontinued operations per Limited Partner unit $ — $ — $ — $ (0.01 ) Diluted Income from Continuing Operations per Limited Partner Unit: Income from continuing operations available to Limited Partners $ 877 $ 343 $ 1,746 $ 693 Dilutive effect of distributions to Series A Convertible Preferred Unitholders — 12 — 33 Diluted income from continuing operations available to Limited Partners $ 877 $ 355 $ 1,746 $ 726 Weighted average limited partner units 2,621.2 1,114.8 2,620.3 1,097.1 Dilutive effect of Series A Convertible Preferred Units — 43.4 — 61.1 Dilutive effect of unvested unit awards 9.8 — 9.8 — Weighted average limited partner units, assuming dilutive effect of unvested unit awards 2,631.0 1,158.2 2,630.1 1,158.2 Diluted income from continuing operations per Limited Partner unit $ 0.33 $ 0.31 $ 0.66 $ 0.63 Diluted income (loss) from discontinued operations per Limited Partner unit $ — $ — $ — $ (0.01 ) |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Schedule of Capital Units [Table Text Block] | The change in ET Common Units during the six months ended June 30, 2019 was as follows: Six Months Ended June 30, 2019 Number of Common Units, beginning of period 2,619.4 Common Units issued in connection with the distribution reinvestment plan 3.4 Common Units issued under equity incentive plans and other 0.4 Number of Common Units, end of period 2,623.2 |
Accumulated Other Comprehensive Income | The following table presents the components of AOCI, net of tax: June 30, 2019 December 31, 2018 Available-for-sale securities $ 10 $ 2 Foreign currency translation adjustment (5 ) (5 ) Actuarial loss related to pensions and other postretirement benefits (38 ) (48 ) Investments in unconsolidated affiliates, net — 9 Total AOCI, net of tax $ (33 ) $ (42 ) |
Parent Company [Member] | |
Distributions Made to Limited Partner, by Distribution [Table Text Block] | Distributions declared and/or paid subsequent to December 31, 2018 were as follows: Quarter Ended Record Date Payment Date Rate December 31, 2018 February 8, 2019 February 19, 2019 $ 0.3050 March 31, 2019 May 7, 2019 May 20, 2019 0.3050 June 30, 2019 August 6, 2019 August 19, 2019 0.3050 |
ETO [Member] | |
Schedule of Preferred Units [Table Text Block] | Distributions declared and/or paid by ETO subsequent to December 31, 2018 were as follows: Period Ended Record Date Payment Date Series A (1) Series B (1) Series C Series D Series E (2) December 31, 2018 February 1, 2019 February 15, 2019 $ 31.25 $ 33.125 $ 0.4609 $ 0.4766 $ — March 31, 2019 May 1, 2019 May 15, 2019 — — 0.4609 0.4766 — June 30, 2019 August 1, 2019 August 15, 2019 31.25 33.125 0.4609 0.4766 0.5806 (1) ETO Series A Preferred Unit and ETO Series B Preferred Unit distributions are paid on a semi-annual basis. (2) ETO Series E Preferred Unit distributions related to the period ended June 30, 2019 represent a prorated initial distribution. |
Sunoco LP [Member] | |
Distributions Made to Limited Partner, by Distribution [Table Text Block] | Distributions declared and/or paid by Sunoco LP subsequent to December 31, 2018 were as follows: Quarter Ended Record Date Payment Date Rate December 31, 2018 February 6, 2019 February 14, 2019 $ 0.8255 March 31, 2019 May 7, 2019 May 15, 2019 0.8255 June 30, 2019 August 6, 2019 August 14, 2019 0.8255 |
USA Compression Partners, LP [Member] | |
Distributions Made to Limited Partner, by Distribution [Table Text Block] | Distributions declared and/or paid by USAC subsequent to December 31, 2018 were as follows: Quarter Ended Record Date Payment Date Rate December 31, 2018 January 28, 2019 February 8, 2019 $ 0.5250 March 31, 2019 April 29, 2019 May 10, 2019 0.5250 June 30, 2019 July 29, 2019 August 9, 2019 0.5250 |
Regulatory Matters, Commitmen_2
Regulatory Matters, Commitments, Contingencies And Environmental Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Environmental Exit Costs by Cost | The table below reflects the amounts of accrued liabilities recorded in our consolidated balance sheets related to environmental matters that are considered to be probable and reasonably estimable. Currently, we are not able to estimate possible losses or a range of possible losses in excess of amounts accrued. Except for matters discussed above, we do not have any material environmental matters assessed as reasonably possible that would require disclosure in our consolidated financial statements. June 30, 2019 December 31, 2018 Current $ 46 $ 42 Non-current 278 295 Total environmental liabilities $ 324 $ 337 |
Right Of Way [Member] | |
Schedule of Rent Expense [Table Text Block] | We have certain non-cancelable rights-of-way (“ROW”) commitments, which require fixed payments and either expire upon our chosen abandonment or at various dates in the future. The table below reflects ROW expense included in operating expenses in the accompanying statements of operations: Three Months Ended Six Months Ended 2019 2018 2019 2018 ROW expense $ 6 $ 7 $ 12 $ 13 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue [Abstract] | |
Contract with Customer, Asset and Liability [Table Text Block] | The balances of Sunoco LP’s contract assets as of June 30, 2019 and December 31, 2018 were as follows: June 30, 2019 December 31, 2018 Contract balances: Contract asset $ 95 $ 75 Accounts receivable from contracts with customers 533 348 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block] | As of June 30, 2019 , the aggregate amount of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is $40.79 billion , and the Partnership expects to recognize this amount as revenue within the time bands illustrated below: Years Ending December 31, 2019 (remainder) 2020 2021 Thereafter Total Revenue expected to be recognized on contracts with customers existing as of June 30, 2019 $ 3,427 $ 5,091 $ 4,545 $ 27,729 $ 40,792 |
Lease Accounting (Tables)
Lease Accounting (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | The weighted average remaining lease terms and weighted average discount rates as of June 30, 2019 were as follows: June 30, 2019 Weighted-average remaining lease term (years): Operating leases 22 Finance leases 10 Weighted-average discount rate (%): Operating leases 5 % Finance leases 8 % Maturities of lease liabilities as of June 30, 2019 are as follows: Operating Leases Finance Leases Total 2019 (remainder) $ 55 $ 1 $ 56 2020 93 2 95 2021 84 2 86 2022 71 1 72 2023 67 1 68 Thereafter 1,152 6 1,158 Total lease payments 1,522 13 1,535 Less: present value discount 659 3 662 Present value of lease liabilities $ 863 $ 10 $ 873 |
Schedule of additional lease information [Table Text Block] | Cash flows and non-cash activity related to leases for the six months ended June 30, 2019 were as follows: Six Months Ended June 30, 2019 Operating cash flows from operating leases $ (79 ) Lease assets obtained in exchange for new lease liabilities 15 |
Lessor, Operating Lease, Payments to be Received, Maturity [Table Text Block] | Future minimum operating lease payments receivable as of June 30, 2019 are as follows: Lease Receivables 2019 (remainder) $ 46 2020 72 2021 59 2022 53 2023 4 Thereafter 5 Total undiscounted cash flows $ 239 |
Schedule of Property Subject to or Available for Operating Lease [Table Text Block] | The components of operating and finance lease amounts recognized in the accompanying consolidated balance sheet as of June 30, 2019 were as follows: June 30, 2019 Operating leases: Lease right-of-use assets, net $ 849 Operating lease current liabilities 59 Accrued and other current liabilities 1 Non-current operating lease liabilities 803 Finance leases: Property, plant and equipment, net $ 2 Lease right-of-use assets, net 4 Accrued and other current liabilities 1 Long-term debt, less current maturities 7 Other non-current liabilities 2 |
Lease, Cost [Table Text Block] | The components of lease expense for the three and six months ended June 30, 2019 were as follows: Income Statement Location Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating lease costs: Operating lease cost Cost of goods sold $ 8 $ 16 Operating lease cost Operating expenses 19 36 Operating lease cost Selling, general and administrative 4 7 Total operating lease costs 31 59 Finance lease costs: Amortization of lease assets Depreciation, depletion and amortization 1 2 Interest on lease liabilities Interest expense, net of capitalized interest — — Total finance lease costs 1 2 Short-term lease cost Operating expenses 12 23 Variable lease cost Operating expenses 5 8 Lease costs, gross 49 92 Less: Sublease income Other revenue 12 23 Lease costs, net $ 37 $ 69 |
Derivative Assets And Liabili_3
Derivative Assets And Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Outstanding Commodity-Related Derivatives | The following table details our outstanding commodity-related derivatives: June 30, 2019 December 31, 2018 Notional Volume Maturity Notional Volume Maturity Mark-to-Market Derivatives (Trading) Natural Gas (BBtu): Basis Swaps IFERC/NYMEX (1) 13,038 2019-2020 16,845 2019-2020 Fixed Swaps/Futures 775 2019-2020 468 2019 Options – Puts — — 10,000 2019 Power (Megawatt): Forwards 2,554,800 2019-2029 3,141,520 2019 Futures 1,095,558 2019-2021 56,656 2019-2021 Options – Puts 175,200 2019 18,400 2019 Options – Calls 317,600 2019-2020 284,800 2019 (Non-Trading) Natural Gas (BBtu): Basis Swaps IFERC/NYMEX (23,115 ) 2019-2022 (30,228 ) 2019-2021 Swing Swaps IFERC 8,480 2019-2020 54,158 2019-2020 Fixed Swaps/Futures (3,505 ) 2019-2021 (1,068 ) 2019-2021 Forward Physical Contracts (22,542 ) 2019-2021 (123,254 ) 2019-2020 NGLs (MBbls) – Forwards/Swaps (1,612 ) 2019-2021 (2,135 ) 2019 Refined Products (MBbls) – Futures (126 ) 2019-2021 (1,403 ) 2019 Crude (MBbls) – Forwards/Swaps 18,670 2019-2020 20,888 2019 Corn (thousand bushels) (2,605 ) 2019 (1,920 ) 2019 Fair Value Hedging Derivatives (Non-Trading) Natural Gas (BBtu): Basis Swaps IFERC/NYMEX (31,703 ) 2019-2020 (17,445 ) 2019 Fixed Swaps/Futures (31,703 ) 2019-2020 (17,445 ) 2019 Hedged Item – Inventory 31,703 2019-2020 17,445 2019 (1) Includes aggregate amounts for open positions related to Houston Ship Channel, Waha Hub, NGPL TexOk, West Louisiana Zone and Henry Hub locations. |
Interest Rate Swaps Outstanding | The following table summarizes our interest rate swaps outstanding, none of which were designated as hedges for accounting purposes: Term Type (1) Notional Amount Outstanding June 30, 2019 December 31, 2018 July 2019 (2) Forward-starting to pay a fixed rate of 3.56% and receive a floating rate $ — $ 400 July 2020 (2) Forward-starting to pay a fixed rate of 3.52% and receive a floating rate 400 400 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 — March 2019 Pay a floating rate and receive a fixed rate of 1.42% — 300 (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. |
Fair Value Of Derivative Instruments | The following table provides a summary of our derivative assets and liabilities: Fair Value of Derivative Instruments Asset Derivatives Liability Derivatives June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 Derivatives designated as hedging instruments: Commodity derivatives (margin deposits) $ 14 $ — $ — $ (13 ) Derivatives not designated as hedging instruments: Commodity derivatives (margin deposits) 406 402 (438 ) (397 ) Commodity derivatives 121 158 (85 ) (173 ) Interest rate derivatives — — (354 ) (163 ) 527 560 (877 ) (733 ) Total derivatives $ 541 $ 560 $ (877 ) $ (746 ) |
Derivatives, Offsetting Fair Value Amounts [Table Text Block] | The following table presents the fair value of our recognized derivative assets and liabilities on a gross basis and amounts offset on the consolidated balance sheets that are subject to enforceable master netting arrangements or similar arrangements: Asset Derivatives Liability Derivatives Balance Sheet Location June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 Derivatives without offsetting agreements Derivative liabilities $ — $ — $ (354 ) $ (163 ) Derivatives in offsetting agreements: OTC contracts Derivative assets (liabilities) 121 158 (85 ) (173 ) Broker cleared derivative contracts Other current assets (liabilities) 420 402 (438 ) (410 ) Total gross derivatives 541 560 (877 ) (746 ) Offsetting agreements: Counterparty netting Derivative assets (liabilities) (67 ) (47 ) 67 47 Counterparty netting Other current assets (liabilities) (406 ) (397 ) 406 397 Total net derivatives $ 68 $ 116 $ (404 ) $ (302 ) We disclose the non-exchange traded financial derivative instruments as derivative assets and liabilities on our consolidated balance sheets at fair value with amounts classified as either current or non-current depending on the anticipated settlement date. |
Schedule of Cash Flow Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block] | The following tables summarize the amounts recognized in income with respect to our derivative financial instruments: Location of Gain Recognized in Income on Derivatives Amount of Gain Recognized in Income Representing Hedge Ineffectiveness and Amount Excluded from the Assessment of Effectiveness Three Months Ended Six Months Ended 2019 2018 2019 2018 Derivatives in fair value hedging relationships (including hedged item): Commodity derivatives Cost of products sold $ — $ 6 $ — $ 9 |
Derivatives Not Designated as Hedging Instruments [Table Text Block] | Location of Gain (Loss) Recognized in Income on Derivatives Amount of Gain (Loss) Recognized in Income on Derivatives Three Months Ended Six Months Ended 2019 2018 2019 2018 Derivatives not designated as hedging instruments: Commodity derivatives – Trading Cost of products sold $ (20 ) $ 16 $ (14 ) $ 33 Commodity derivatives – Non-trading Cost of products sold (29 ) (295 ) (41 ) (366 ) Interest rate derivatives Gains (losses) on interest rate derivatives (122 ) 20 (196 ) 72 Total $ (171 ) $ (259 ) $ (251 ) $ (261 ) |
Related Party Transactions Rela
Related Party Transactions Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | The following table summarizes the revenues from related companies on our consolidated statements of operations: Three Months Ended Six Months Ended 2019 2018 2019 2018 Revenues from related companies $ 136 $ 120 $ 245 $ 222 The following table summarizes the accounts receivable from related companies on our consolidated balance sheets: June 30, 2019 December 31, 2018 Accounts receivable from related companies: FGT $ 32 $ 25 Phillips 66 47 42 Other 32 44 Total accounts receivable from related companies $ 111 $ 111 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Operating Segments [Member] | |
Financial Information By Segment | Three Months Ended Six Months Ended 2019 2018 2019 2018 Segment Adjusted EBITDA: Intrastate transportation and storage $ 290 $ 208 $ 542 $ 400 Interstate transportation and storage 460 375 916 741 Midstream 412 414 794 791 NGL and refined products transportation and services 644 461 1,256 912 Crude oil transportation and services 751 548 1,557 1,012 Investment in Sunoco LP 152 140 305 249 Investment in USAC 105 95 206 95 All other 10 21 45 64 Total 2,824 2,262 5,621 4,264 Depreciation, depletion and amortization (785 ) (694 ) (1,559 ) (1,359 ) Interest expense, net of interest capitalized (578 ) (510 ) (1,168 ) (976 ) Impairment losses — — (50 ) — Gains (losses) on interest rate derivatives (122 ) 20 (196 ) 72 Non-cash compensation expense (29 ) (32 ) (58 ) (55 ) Unrealized gains (losses) on commodity risk management activities (23 ) (265 ) 26 (352 ) Losses on extinguishments of debt — — (18 ) (106 ) Inventory valuation adjustments 4 32 97 57 Adjusted EBITDA related to unconsolidated affiliates (163 ) (168 ) (309 ) (324 ) Equity in earnings of unconsolidated affiliates 77 92 142 171 Adjusted EBITDA related to discontinued operations — 5 — 25 Other, net 37 (15 ) 20 26 Income from continuing operations before income tax expense 1,242 727 2,548 1,443 Income tax expense from continuing operations (34 ) (68 ) (160 ) (58 ) Income from continuing operations 1,208 659 2,388 1,385 Loss from discontinued operations, net of income taxes — (26 ) — (263 ) Net income $ 1,208 $ 633 $ 2,388 $ 1,122 |
Assets Segments [Member] | |
Financial Information By Segment | June 30, 2019 December 31, 2018 Assets: Intrastate transportation and storage $ 6,159 $ 6,365 Interstate transportation and storage 15,606 15,081 Midstream 19,866 19,745 NGL and refined products transportation and services 19,409 18,267 Crude oil transportation and services 18,790 18,022 Investment in Sunoco LP 5,470 4,879 Investment in USAC 3,760 3,775 All other and eliminations 1,752 2,112 Total assets $ 90,812 $ 88,246 |
Sales Revenue, Segment [Member] | |
Financial Information By Segment | The following tables present financial information by segment: Three Months Ended Six Months Ended 2019 2018 2019 2018 Revenues: Intrastate transportation and storage: Revenues from external customers $ 671 $ 761 $ 1,440 $ 1,578 Intersegment revenues 94 52 181 110 765 813 1,621 1,688 Interstate transportation and storage: Revenues from external customers 487 373 979 735 Intersegment revenues 6 5 12 8 493 378 991 743 Midstream: Revenues from external customers 337 594 1,000 1,034 Intersegment revenues 861 1,280 1,916 2,454 1,198 1,874 2,916 3,488 NGL and refined products transportation and services: Revenues from external customers 2,356 2,359 5,069 4,622 Intersegment revenues 256 209 574 492 2,612 2,568 5,643 5,114 Crude oil transportation and services: Revenues from external customers 5,012 4,789 9,179 8,520 Intersegment revenues 34 14 53 28 5,046 4,803 9,232 8,548 Investment in Sunoco LP: Revenues from external customers 4,474 4,606 8,166 8,354 Intersegment revenues 1 1 1 2 4,475 4,607 8,167 8,356 Investment in USAC: Revenues from external customers 169 165 336 165 Intersegment revenues 5 2 9 2 174 167 345 167 All other: Revenues from external customers 371 471 829 992 Intersegment revenues 20 31 59 81 391 502 888 1,073 Eliminations (1,277 ) (1,594 ) (2,805 ) (3,177 ) Total revenues $ 13,877 $ 14,118 $ 26,998 $ 26,000 |
Supplemental Financial Statem_2
Supplemental Financial Statement Information (Tables) - Parent Company [Member] | 6 Months Ended |
Jun. 30, 2019 | |
Schedule Of Balance Sheets | BALANCE SHEETS (unaudited) June 30, 2019 December 31, 2018 ASSETS Current assets: Cash and cash equivalents $ 1 $ 2 Accounts receivable from related companies — 65 Other current assets — 1 Total current assets 1 68 Property, plant and equipment, net 23 23 Advances to and investments in unconsolidated affiliates 25,411 26,581 Total assets $ 25,435 $ 26,672 LIABILITIES AND PARTNERS’ CAPITAL Current liabilities: Accounts payable $ — $ 2 Accounts payable to related companies 58 65 Interest payable 1 76 Accrued and other current liabilities 1 3 Total current liabilities 60 146 Long-term debt, less current maturities 124 5,519 Long-term notes payable – related companies 4,416 445 Other non-current liabilities 1 3 Commitments and contingencies Partners’ capital Limited Partners: Common Unitholders 20,872 20,606 General Partner (5 ) (5 ) Accumulated other comprehensive loss (33 ) (42 ) Total partners’ capital 20,834 20,559 Total liabilities and partners’ capital $ 25,435 $ 26,672 |
Schedule Of Statements Of Operations | STATEMENTS OF OPERATIONS (unaudited) Three Months Ended Six Months Ended 2019 2018 2019 2018 SELLING, GENERAL AND ADMINISTRATIVE EXPENSE $ (5 ) $ (9 ) $ (6 ) $ (11 ) OTHER INCOME (EXPENSE): Interest expense, net — (90 ) (63 ) (176 ) Interest expense, net – related company (67 ) — (88 ) — Equity in earnings of unconsolidated affiliates 949 454 1,917 902 Losses on extinguishments of debt — — (16 ) — Other, net — — 3 3 INCOME BEFORE INCOME TAXES 877 355 1,747 718 Income tax benefit (1 ) — (1 ) — NET INCOME 878 355 1,748 718 Series A Convertible Preferred Unitholders’ interest in income — 12 — 33 General Partner’s interest in net income 1 1 2 2 Limited Partners’ interest in net income $ 877 $ 342 $ 1,746 $ 683 |
Schedule Of Statements Of Cash Flows | STATEMENTS OF CASH FLOWS (unaudited) Six Months Ended 2019 2018 NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES $ 2,948 $ 626 INVESTING ACTIVITIES Contributions to unconsolidated affiliate — (250 ) Sunoco LP Series A Preferred Units redemption — 303 Net cash provided by investing activities — 53 FINANCING ACTIVITIES Proceeds from borrowings — 355 Principal payments on debt (1,220 ) (587 ) Proceeds from (payments to) affiliate (180 ) 85 Distributions to partners (1,549 ) (532 ) Net cash used in financing activities (2,949 ) (679 ) CHANGE IN CASH AND CASH EQUIVALENTS (1 ) — CASH AND CASH EQUIVALENTS, beginning of period 2 1 CASH AND CASH EQUIVALENTS, end of period $ 1 $ 1 |
Operations And Organization Nar
Operations And Organization Narrative (Details) $ in Millions | 3 Months Ended | ||
Dec. 31, 2018USD ($)shares | Jun. 30, 2019USD ($) | Jan. 01, 2019USD ($) | |
Lease, Right of Use Asset, Net | $ | $ 0 | $ 853 | |
Lease right-of-use assets, net | $ | $ 889 | ||
Operating Lease, Liability | $ | $ 863 | 888 | |
ETE Merger [Member] | |||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 1.28 | ||
ETE Merger [Member] | Energy Transfer LNG Export LLC, ET Crude Oil Terminals LLC, & ETC Illinois LLC [Member] | |||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 60.00% | ||
ETE Merger [Member] | Lake Charles LNG [Member] | |||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 100.00% | ||
ETE Merger [Member] | USAC [Member] | |||
Sale of Stock, Number of Shares Issued in Transaction | 12,466,912 | ||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 100.00% | ||
ETE Merger [Member] | Sunoco GP [Member] | |||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 100.00% | ||
ETE Merger [Member] | Sunoco LP [Member] | |||
Sale of Stock, Number of Shares Issued in Transaction | 2,263,158 | ||
IDRs [Member] | ETE Merger [Member] | |||
Sale of Stock, Number of Shares Issued in Transaction | 1,168,205,710 | ||
General Partner | ETE Merger [Member] | |||
Sale of Stock, Number of Shares Issued in Transaction | 18,448,341 | ||
ETO [Member] | ETE Merger [Member] | Lake Charles LNG [Member] | |||
Sale of Stock, Number of Shares Issued in Transaction | 37,557,815 | ||
ETO [Member] | ETE Merger [Member] | USAC [Member] | |||
Sale of Stock, Number of Shares Issued in Transaction | 16,134,903 | ||
ETO [Member] | ETE Merger [Member] | Sunoco GP [Member] | |||
Sale of Stock, Number of Shares Issued in Transaction | 42,812,389 | ||
ETO [Member] | ETE Merger [Member] | Sunoco LP [Member] | |||
Sale of Stock, Number of Shares Issued in Transaction | 2,874,275 | ||
Accounting Standards Update 2016-02 [Member] | |||
Lease, Right of Use Asset, Net | $ | 888 | ||
Lease right-of-use assets, net | $ | $ 889 |
Operations And Organization A_2
Operations And Organization Accounting Change (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Lease right-of-use assets, net | $ 889 | ||||||
Current maturities of long-term debt | $ 7 | $ 7 | 2,656 | $ 2,655 | |||
Cost of products sold | 10,302 | $ 11,343 | 19,717 | $ 20,588 | |||
Operating Income (Loss) | 1,819 | 1,126 | 3,746 | 2,226 | |||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 1,242 | 727 | 2,548 | 1,443 | |||
Net income | 1,208 | 633 | $ 489 | 2,388 | 1,122 | ||
Less: Net income attributable to noncontrolling interests | 317 | 278 | 614 | 404 | |||
Comprehensive income | 1,209 | 635 | 2,397 | 1,125 | |||
Inventory valuation adjustments | (4) | (32) | (97) | (57) | |||
Increase (Decrease) in Operating Capital | (274) | 357 | |||||
Other current assets | 308 | 308 | 350 | ||||
Property, plant and equipment, net | 68,187 | 68,187 | 66,962 | 66,963 | |||
Lease, Right of Use Asset, Net | 853 | 853 | 0 | ||||
Intangible assets, net | 5,827 | 5,827 | 6,000 | ||||
Other non-current assets, net | 1,026 | 1,026 | 1,006 | ||||
Other non-current liabilities | 1,139 | 1,139 | 1,172 | 1,184 | |||
Noncontrolling interests | 11,183 | 11,183 | 10,291 | ||||
Operating expenses | 792 | 772 | 1,600 | 1,496 | |||
Depreciation, depletion and amortization | 785 | 694 | 1,559 | 1,359 | |||
Operating Lease, Liability | 863 | 863 | 888 | ||||
Non-current operating lease liabilities | 803 | 803 | 823 | 0 | |||
Long-term debt, less current maturities | 46,499 | 46,499 | 43,379 | 43,373 | |||
Operating lease current liabilities | 59 | 59 | 71 | 0 | |||
Accrued and other current liabilities | 2,686 | 2,686 | 2,917 | $ 2,918 | |||
Noncontrolling Interest | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net income | 278 | $ 126 | |||||
NGL sales | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Revenue from Contract with Customer, Including Assessed Tax | 1,996 | 2,356 | 4,398 | 4,591 | |||
Crude sales | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Revenue from Contract with Customer, Including Assessed Tax | 4,346 | 4,244 | 7,871 | 7,500 | |||
Gathering, transportation and other fees | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Revenue from Contract with Customer, Including Assessed Tax | 2,035 | 1,667 | 4,302 | 3,097 | |||
Natural gas sales | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Revenue from Contract with Customer, Including Assessed Tax | 763 | 1,024 | 1,727 | 2,086 | |||
Other | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 260 | $ 227 | $ 497 | $ 523 | |||
Accounting Standards Update 2016-02 [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Lease right-of-use assets, net | 889 | ||||||
Current maturities of long-term debt | 1 | ||||||
Property, plant and equipment, net | (1) | ||||||
Lease, Right of Use Asset, Net | 888 | ||||||
Other non-current liabilities | (12) | ||||||
Non-current operating lease liabilities | 823 | ||||||
Long-term debt, less current maturities | 6 | ||||||
Operating lease current liabilities | 71 | ||||||
Accrued and other current liabilities | $ (1) |
Acquisitions Narrative (Details
Acquisitions Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jan. 22, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Impairment losses | $ 0 | $ 0 | $ 50 | $ 0 | ||
Revenues | 13,877 | 14,118 | 26,998 | 26,000 | ||
Sunoco LP [Member] | ETE Merger [Member] | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 2,263,158 | |||||
Sunoco GP [Member] | ETE Merger [Member] | ||||||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 100.00% | |||||
USAC [Member] | ETE Merger [Member] | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 12,466,912 | |||||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 100.00% | |||||
Lake Charles LNG [Member] | ETE Merger [Member] | ||||||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 100.00% | |||||
Energy Transfer LNG Export LLC, ET Crude Oil Terminals LLC, & ETC Illinois LLC [Member] | ETE Merger [Member] | ||||||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 60.00% | |||||
7-Eleven [Member] | ||||||
Revenues | $ 199 | |||||
Trade Receivables Held-for-sale, Reconciliation to Cash Flow, Period Increase (Decrease) | $ 1,100 | $ 979 | $ 1,900 | $ 1,600 | ||
IDRs [Member] | ETE Merger [Member] | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,168,205,710 |
Acquisitions Discontinued Opera
Acquisitions Discontinued Operations - Income Statement Data (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
REVENUES | $ 0 | $ 349 | ||
Cost of products sold | 0 | 305 | ||
Operating expenses | 0 | 61 | ||
Selling, general and administrative | 5 | 7 | ||
Total costs and expenses | 5 | 373 | ||
OPERATING LOSS | (5) | (24) | ||
Interest expense, net | 0 | 2 | ||
Loss on extinguishment of debt and other | 0 | 20 | ||
Other, net | 38 | 61 | ||
LOSS FROM DISCONTINUED OPERATIONS BEFORE INCOME TAX EXPENSE (BENEFIT) | (43) | (107) | ||
Income tax expense (benefit) | (17) | 156 | ||
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES | $ 0 | (26) | $ 0 | (263) |
LOSS FROM DISCONTINUED OPERATIONS BEFORE INCOME TAX EXPENSE (BENEFIT) ATTRIBUTABLE TO ET | $ (1) | $ (10) |
Cash And Cash Equivalents Net C
Cash And Cash Equivalents Net Change in Operating Assets and Liabilities (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | ||
Accounts receivable | $ (340) | $ 253 |
Accounts receivable from related companies | (1) | 71 |
Inventories | (57) | 350 |
Other current assets | 30 | (370) |
Other non-current assets, net | (20) | 69 |
Accounts payable | 199 | (600) |
Accounts payable to related companies | (49) | (145) |
Accrued and other current liabilities | (89) | 495 |
Other non-current liabilities | (87) | 1 |
Derivative assets and liabilities, net | 140 | 233 |
Net change in operating assets and liabilities, net of effects of acquisitions | $ 274 | $ (357) |
Cash And Cash Equivalents Non-C
Cash And Cash Equivalents Non-Cash Activities (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
NON-CASH INVESTING ACTIVITIES: | ||||||
Accrued capital expenditures | $ 714 | $ 1,015 | ||||
Losses from subsidiary common unit transactions | 0 | (125) | ||||
Lease assets obtained in exchange for new lease liabilities | 15 | 0 | ||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | $ 388 | $ 425 | $ 900 | $ 893 | 51 | 0 |
Stock Issued During Period, Value, Conversion of Units | 0 | |||||
Limited Partner [Member] | ||||||
NON-CASH INVESTING ACTIVITIES: | ||||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | $ 0 | $ 0 | 0 | $ 0 | ||
Stock Issued During Period, Value, Conversion of Units | $ 589 | $ 0 | $ 589 |
Inventories Table - Inventory B
Inventories Table - Inventory Balances (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory, Net [Abstract] | ||
Other Inventory, Supplies, Gross | $ 417 | $ 338 |
Natural gas, NGLs, and refined products | 793 | 833 |
Energy Related Inventory, Crude Oil, Products and Merchandise | 622 | 506 |
Inventory, Net | $ 1,832 | $ 1,677 |
Fair Value Measurements Narrati
Fair Value Measurements Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Fair Value Measurements [Abstract] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers, Net | $ 0 | |
Debt obligations, fair value | 49,930 | $ 45,060 |
Long-term Debt | $ 46,510 | $ 46,030 |
Fair Value Measurements Table -
Fair Value Measurements Table - Fair Value of Financial Assets and Liabilities (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Price Risk Derivative Assets, at Fair Value | $ 541 | $ 560 |
Other Assets, Fair Value Disclosure | 29 | 26 |
Assets, Fair Value Disclosure | 570 | 586 |
Interest Rate Derivative Liabilities, at Fair Value | (354) | (163) |
Price Risk Derivative Liabilities, at Fair Value | (523) | (583) |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | (877) | (746) |
Level 1 | ||
Price Risk Derivative Assets, at Fair Value | 494 | 448 |
Other Assets, Fair Value Disclosure | 19 | 17 |
Assets, Fair Value Disclosure | 513 | 465 |
Interest Rate Derivative Liabilities, at Fair Value | 0 | 0 |
Price Risk Derivative Liabilities, at Fair Value | (488) | (480) |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | (488) | (480) |
Level 2 | ||
Price Risk Derivative Assets, at Fair Value | 47 | 112 |
Other Assets, Fair Value Disclosure | 10 | 9 |
Assets, Fair Value Disclosure | 57 | 121 |
Interest Rate Derivative Liabilities, at Fair Value | (354) | (163) |
Price Risk Derivative Liabilities, at Fair Value | (35) | (103) |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | (389) | (266) |
Commodity Derivatives - Natural Gas [Member] | Basis Swaps IFERC/NYMEX [Member] | ||
Price Risk Derivative Assets, at Fair Value | 33 | 42 |
Price Risk Derivative Liabilities, at Fair Value | (42) | (91) |
Commodity Derivatives - Natural Gas [Member] | Swing Swaps IFERC [Member] | ||
Price Risk Derivative Assets, at Fair Value | 52 | |
Price Risk Derivative Liabilities, at Fair Value | (2) | (40) |
Commodity Derivatives - Natural Gas [Member] | Fixed Swaps/Futures [Member] | ||
Price Risk Derivative Assets, at Fair Value | 35 | 97 |
Price Risk Derivative Liabilities, at Fair Value | (23) | (88) |
Commodity Derivatives - Natural Gas [Member] | Forward Physical Swaps [Member] | ||
Price Risk Derivative Assets, at Fair Value | 7 | 20 |
Price Risk Derivative Liabilities, at Fair Value | (3) | (21) |
Commodity Derivatives - Natural Gas [Member] | Level 1 | Basis Swaps IFERC/NYMEX [Member] | ||
Price Risk Derivative Assets, at Fair Value | 33 | 42 |
Price Risk Derivative Liabilities, at Fair Value | (42) | (91) |
Commodity Derivatives - Natural Gas [Member] | Level 1 | Swing Swaps IFERC [Member] | ||
Price Risk Derivative Assets, at Fair Value | 8 | |
Price Risk Derivative Liabilities, at Fair Value | (1) | 0 |
Commodity Derivatives - Natural Gas [Member] | Level 1 | Fixed Swaps/Futures [Member] | ||
Price Risk Derivative Assets, at Fair Value | 35 | 97 |
Price Risk Derivative Liabilities, at Fair Value | (23) | (88) |
Commodity Derivatives - Natural Gas [Member] | Level 1 | Forward Physical Swaps [Member] | ||
Price Risk Derivative Assets, at Fair Value | 0 | 0 |
Price Risk Derivative Liabilities, at Fair Value | 0 | 0 |
Commodity Derivatives - Natural Gas [Member] | Level 2 | Basis Swaps IFERC/NYMEX [Member] | ||
Price Risk Derivative Assets, at Fair Value | 0 | 0 |
Price Risk Derivative Liabilities, at Fair Value | 0 | 0 |
Commodity Derivatives - Natural Gas [Member] | Level 2 | Swing Swaps IFERC [Member] | ||
Price Risk Derivative Assets, at Fair Value | 44 | |
Price Risk Derivative Liabilities, at Fair Value | (1) | (40) |
Commodity Derivatives - Natural Gas [Member] | Level 2 | Fixed Swaps/Futures [Member] | ||
Price Risk Derivative Assets, at Fair Value | 0 | 0 |
Price Risk Derivative Liabilities, at Fair Value | 0 | 0 |
Commodity Derivatives - Natural Gas [Member] | Level 2 | Forward Physical Swaps [Member] | ||
Price Risk Derivative Assets, at Fair Value | 7 | 20 |
Price Risk Derivative Liabilities, at Fair Value | (3) | (21) |
Commodity Derivatives - Refined Products [Member] | Future [Member] | ||
Price Risk Derivative Assets, at Fair Value | 1 | 7 |
Price Risk Derivative Liabilities, at Fair Value | (4) | (15) |
Commodity Derivatives - Refined Products [Member] | Level 1 | Future [Member] | ||
Price Risk Derivative Assets, at Fair Value | 1 | 7 |
Price Risk Derivative Liabilities, at Fair Value | (4) | (15) |
Commodity Derivatives - Refined Products [Member] | Level 2 | Future [Member] | ||
Price Risk Derivative Assets, at Fair Value | 0 | 0 |
Price Risk Derivative Liabilities, at Fair Value | 0 | 0 |
Commodity Derivatives - Crude [Member] | Future [Member] | ||
Price Risk Derivative Assets, at Fair Value | 40 | |
Price Risk Derivative Liabilities, at Fair Value | (1) | |
Commodity Derivatives - Crude [Member] | Forwards Swaps [Member] | ||
Price Risk Derivative Assets, at Fair Value | 1 | |
Price Risk Derivative Liabilities, at Fair Value | (61) | |
Commodity Derivatives - Crude [Member] | Level 1 | Future [Member] | ||
Price Risk Derivative Assets, at Fair Value | 40 | |
Price Risk Derivative Liabilities, at Fair Value | (1) | |
Commodity Derivatives - Crude [Member] | Level 1 | Forwards Swaps [Member] | ||
Price Risk Derivative Assets, at Fair Value | 1 | |
Price Risk Derivative Liabilities, at Fair Value | (61) | |
Commodity Derivatives - Crude [Member] | Level 2 | Future [Member] | ||
Price Risk Derivative Assets, at Fair Value | 0 | |
Price Risk Derivative Liabilities, at Fair Value | 0 | |
Commodity Derivatives - Crude [Member] | Level 2 | Forwards Swaps [Member] | ||
Price Risk Derivative Assets, at Fair Value | 0 | |
Price Risk Derivative Liabilities, at Fair Value | 0 | |
Corn [Member] | Future [Member] | ||
Price Risk Derivative Assets, at Fair Value | 1 | |
Corn [Member] | Level 1 | Future [Member] | ||
Price Risk Derivative Assets, at Fair Value | 1 | |
Corn [Member] | Level 2 | Future [Member] | ||
Price Risk Derivative Assets, at Fair Value | 0 | |
Commodity Derivatives - Power [Member] | Forward Swaps [Member] | ||
Price Risk Derivative Assets, at Fair Value | 40 | 48 |
Price Risk Derivative Liabilities, at Fair Value | (31) | (42) |
Commodity Derivatives - Power [Member] | Call Option [Member] | ||
Price Risk Derivative Assets, at Fair Value | 1 | |
Commodity Derivatives - Power [Member] | Future [Member] | ||
Price Risk Derivative Assets, at Fair Value | 7 | 1 |
Price Risk Derivative Liabilities, at Fair Value | (8) | (1) |
Commodity Derivatives - Power [Member] | Level 1 | Forward Swaps [Member] | ||
Price Risk Derivative Assets, at Fair Value | 0 | 0 |
Price Risk Derivative Liabilities, at Fair Value | 0 | 0 |
Commodity Derivatives - Power [Member] | Level 1 | Call Option [Member] | ||
Price Risk Derivative Assets, at Fair Value | 1 | |
Commodity Derivatives - Power [Member] | Level 1 | Future [Member] | ||
Price Risk Derivative Assets, at Fair Value | 7 | 1 |
Price Risk Derivative Liabilities, at Fair Value | (8) | (1) |
Commodity Derivatives - Power [Member] | Level 2 | Forward Swaps [Member] | ||
Price Risk Derivative Assets, at Fair Value | 40 | 48 |
Price Risk Derivative Liabilities, at Fair Value | (31) | (42) |
Commodity Derivatives - Power [Member] | Level 2 | Call Option [Member] | ||
Price Risk Derivative Assets, at Fair Value | 0 | |
Commodity Derivatives - Power [Member] | Level 2 | Future [Member] | ||
Price Risk Derivative Assets, at Fair Value | 0 | 0 |
Price Risk Derivative Liabilities, at Fair Value | 0 | 0 |
Commodity Derivatives - NGLs [Member] | Forward Swaps [Member] | ||
Price Risk Derivative Assets, at Fair Value | 377 | 291 |
Price Risk Derivative Liabilities, at Fair Value | (409) | (224) |
Commodity Derivatives - NGLs [Member] | Level 1 | Forward Swaps [Member] | ||
Price Risk Derivative Assets, at Fair Value | 377 | 291 |
Price Risk Derivative Liabilities, at Fair Value | (409) | (224) |
Commodity Derivatives - NGLs [Member] | Level 2 | Forward Swaps [Member] | ||
Price Risk Derivative Assets, at Fair Value | 0 | 0 |
Price Risk Derivative Liabilities, at Fair Value | $ 0 | $ 0 |
Net Income per Limited Partne_3
Net Income per Limited Partner Unit Table - Income Reconciliation (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Reconciliation of income from continuing operations to income from continuing operations available to limited partners [Line Items] | ||||
Income from continuing operations | $ 1,208 | $ 659 | $ 2,388 | $ 1,385 |
Less: Net income attributable to redeemable noncontrolling interests | 13 | 0 | 26 | 0 |
Less: Income from continuing operations attributable to noncontrolling interest | 317 | 303 | 614 | 657 |
Income from continuing operations, net of noncontrolling interests | 878 | 356 | 1,748 | 728 |
Less: Series A Convertible Preferred Unitholders’ interest in income | 0 | 12 | 0 | 33 |
Less: General Partner’s interest in income | 1 | 1 | 2 | 2 |
Net Income (Loss) from Continuing Operations Available to Common Shareholders, Basic | $ 877 | $ 343 | $ 1,746 | $ 693 |
Basic Income from Continuing Operations per Limited Partner Unit: | ||||
Weighted average limited partner units | 2,621.2 | 1,114.8 | 2,620.3 | 1,097.1 |
Basic income from continuing operations per Limited Partner unit | $ 0.33 | $ 0.31 | $ 0.67 | $ 0.63 |
Basic income (loss) from discontinued operations per Limited Partner unit | $ 0 | $ 0 | $ (0.01) | |
Diluted Income from Continuing Operations per Limited Partner Unit: | ||||
Dilutive effect of distributions to Series A Convertible Preferred Unitholders | $ 0 | $ 12 | $ 0 | $ 33 |
Diluted income from continuing operations available to Limited Partners | $ 877 | $ 355 | $ 1,746 | $ 726 |
Dilutive effect of Series A Convertible Preferred Units | 0 | 43.4 | 0 | 61.1 |
Dilutive effect of unvested unit awards | 9.8 | 0 | 9.8 | 0 |
Weighted average limited partner units, assuming dilutive effect of unvested unit awards | 2,631 | 1,158.2 | 2,630.1 | 1,158.2 |
Diluted income from continuing operations per Limited Partner unit | $ 0.33 | $ 0.31 | $ 0.66 | $ 0.63 |
Diluted income (loss) from discontinued operations per Limited Partner unit | $ 0 | $ 0 | $ 0 | $ (0.01) |
Debt Obligations Narrative (Det
Debt Obligations Narrative (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Mar. 31, 2019 | Jan. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | |
Debt Instrument [Line Items] | |||||
Proceeds from Issuance of Senior Long-term Debt | $ 3,960,000,000 | ||||
Repayments of Long-term Debt | $ 15,925,000,000 | $ 18,039,000,000 | |||
Proceeds from Issuance of Long-term Debt | 16,463,000,000 | 16,702,000,000 | |||
Parent Company [Member] | |||||
Debt Instrument [Line Items] | |||||
Repayments of Long-term Debt | 1,220,000,000 | 587,000,000 | |||
Proceeds from Issuance of Long-term Debt | 0 | $ 355,000,000 | |||
Dakota Access, LLC [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from Issuance of Senior Long-term Debt | 2,480,000,000 | ||||
ET [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 97.00% | ||||
ETO [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from Issuance of Senior Long-term Debt | $ 4,210,000,000 | ||||
Panhandle [Member] | |||||
Debt Instrument [Line Items] | |||||
Repayments of Senior Debt | $ 150,000,000 | ||||
Sunoco LP [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 0.0600 | 0.0600 | |||
Line of Credit Facility, Increase (Decrease), Net | 600,000,000 | ||||
USAC [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Remaining Borrowing Capacity | 1,240,000,000 | 1,240,000,000 | |||
Line of Credit Facility, Maximum Borrowing Capacity | 0.06875 | 0.06875 | |||
Line of Credit Facility, Increase (Decrease), Net | $ 750,000,000 | ||||
ETO Credit Facility due December 2022 [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Current Borrowing Capacity | 2,560,000,000 | 2,560,000,000 | |||
Long-term Line of Credit | 2,370,000,000 | 2,370,000,000 | |||
Long-term Commercial Paper, Noncurrent | 2,360,000,000 | 2,360,000,000 | |||
Letters of Credit Outstanding, Amount | $ 77,000,000 | $ 77,000,000 | |||
Line of Credit Facility, Interest Rate at Period End | 3.05% | 3.05% | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000,000,000 | $ 5,000,000,000 | |||
ETO Credit Facility due December 2022 [Member] | Accordion feature [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Line of Credit | 6,000,000,000 | 6,000,000,000 | |||
ETO 364-day Credit Facility due November 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Line of Credit | 0 | 0 | |||
Line of Credit Facility, Maximum Borrowing Capacity | 1,000,000,000 | 1,000,000,000 | |||
ETE 7.5% Senior Notes due 2020 [Member] | Parent Company [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes | $ 52,000,000 | $ 52,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | 7.50% | |||
3.625% Senior Notes due 2022 [Member] | Dakota Access, LLC [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes | $ 650,000,000 | $ 650,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.625% | 3.625% | |||
Sunoco LP $1.5 billion Revolving Credit Facility due July 2023 [Member] | Sunoco LP [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Current Borrowing Capacity | $ 1,500,000,000 | $ 1,500,000,000 | |||
Long-term Line of Credit | 117,000,000 | 117,000,000 | |||
Letters of Credit Outstanding, Amount | 8,000,000 | 8,000,000 | |||
Line of Credit Facility, Remaining Borrowing Capacity | $ 1,380,000,000 | $ 1,380,000,000 | |||
Line of Credit Facility, Interest Rate at Period End | 4.41% | 4.41% | |||
USAC Credit Facility, due 2023 [Member] | USA Compression Partners, LP [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Current Borrowing Capacity | $ 1,600,000,000 | $ 1,600,000,000 | |||
USAC Credit Facility, due 2023 [Member] | USAC [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Line of Credit | 363,000,000 | 363,000,000 | |||
Letters of Credit Outstanding, Amount | 0 | 0 | |||
Line of Credit Facility, Remaining Borrowing Capacity | $ 439,000,000 | $ 439,000,000 | |||
Line of Credit Facility, Interest Rate at Period End | 5.10% | 5.10% | |||
4.20% Senior Notes due 2023 [Member] | ETO [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes | $ 750,000,000 | $ 750,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | 4.50% | |||
4.95% Senior Notes due 2028 [Member] | ETO [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes | $ 1,500,000,000 | $ 1,500,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | 5.25% | |||
5.80% Senior Notes due 2038 [Member] | ETO [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes | $ 1,750,000,000 | $ 1,750,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.25% | 6.25% | |||
3.90% Senior Notes due 2024 [Member] | Dakota Access, LLC [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes | $ 1,000,000,000 | $ 1,000,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.90% | 3.90% | |||
4.625% Senior Notes due 2029 [Member] | Dakota Access, LLC [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes | $ 850,000,000 | $ 850,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.625% | 4.625% | |||
4.25% Senior Notes due March 15, 2023 [Member] | Parent Company [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes | $ 5,000,000 | $ 5,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | 4.25% | |||
4.25% Senior Notes due March 15, 2023 [Member] | ETO [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes | $ 995,000,000 | $ 995,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | 4.25% | |||
5.875% Senior Notes due January 15, 2024 [Member] | Parent Company [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes | $ 23,000,000 | $ 23,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.875% | 5.875% | |||
5.875% Senior Notes due January 15, 2024 [Member] | ETO [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes | $ 1,130,000,000 | $ 1,130,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.875% | 5.875% | |||
5.5% Senior Notes due June 1, 2027 [Member] | Parent Company [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes | $ 44,000,000 | $ 44,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | 5.50% | |||
5.5% Senior Notes due June 1, 2027 [Member] | ETO [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes | $ 956,000,000 | $ 956,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | 5.50% | |||
7.50% Senior Notes Due 2020 [Member] | ETO [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes | $ 1,140,000,000 | $ 1,140,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | 7.50% |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||||
Jun. 30, 2019 | Mar. 31, 2019 | Jan. 31, 2019 | Apr. 30, 2018 | Dec. 31, 2018 | Apr. 02, 2018 | |
Proceeds from Issuance of Senior Long-term Debt | $ 3,960 | |||||
Redeemable noncontrolling interests | $ 500 | $ 499 | ||||
USAC [Member] | ||||||
Redeemable noncontrolling interests | 477 | |||||
ETO [Member] | ||||||
Proceeds from Issuance of Senior Long-term Debt | $ 4,210 | |||||
Redeemable noncontrolling interests | 23 | |||||
Panhandle [Member] | ||||||
Repayments of Senior Debt | $ 150 | |||||
Preferred Units [Member] | USAC [Member] | ||||||
Preferred Units, Issued | 500,000 | |||||
Distribution Made to Limited Partner, Distributions Declared, Per Unit | $ 24.375 | |||||
Shares Issued, Price Per Share | $ 1,000 | |||||
Proceeds from Issuance of Preferred Limited Partners Units | $ 500 | |||||
9.7% Senior Notes, due March 15, 2019 [Member] | ETO [Member] | ||||||
Repayments of Senior Debt | $ 400 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 9.70% | |||||
9.0% Senior Notes due April 15, 2019 [Member] | ETO [Member] | ||||||
Repayments of Senior Debt | $ 450 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |||||
8.125% Senior Notes, due June 1, 2019 [Member] | Panhandle [Member] | ||||||
Repayments of Senior Debt | $ 150 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8.125% |
Equity Narrative (Details)
Equity Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2019 | Apr. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Payments for Repurchase of Common Stock | $ 0 | $ 24 | |||
Losses from subsidiary common unit transactions | 0 | $ (125) | |||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 936 | ||||
Stock Issued During Period, Shares, Dividend Reinvestment Plan | 3,400,000 | ||||
Common Units Remaining Available to be Issued Under Distribution Reinvestment Plan | 37,000,000 | ||||
ET [Member] | |||||
Equity Distribution Agreements, Value of Units Available to be Issued | $ 1,000 | ||||
Proceeds From Issuance Of Common Limited Partners Units Under Equity Distribution Agreement | 0 | ||||
USAC [Member] | |||||
Stock Issued During Period, Value, Dividend Reinvestment Plan | $ 0.5 | ||||
Stock Issued During Period, Shares, Dividend Reinvestment Plan | 30,241 | ||||
Series E Preferred Units [Member] | |||||
Preferred Stock, Shares Issued | 32,000,000 | ||||
Preferred Stock, Dividend Rate, Percentage | 7.60% | ||||
Shares Issued, Price Per Share | $ 25 | ||||
Preferred Units, Liquidation Spread, Percent | 5.161% | ||||
Proceeds from Issuance of Preferred Limited Partners Units | $ 800 | ||||
ETE Merger [Member] | Sunoco LP [Member] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 2,263,158 | ||||
ETE Merger [Member] | USAC [Member] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 12,466,912 | ||||
Equity Distribution Program [Member] | Sunoco LP [Member] | |||||
Equity Distribution Agreements, Value of Units Available to be Issued | $ 295 | ||||
Partners' Capital Account, Units, Sale of Units | 0 | ||||
Over-Allotment Option [Member] | Series E Preferred Units [Member] | |||||
Preferred Stock, Shares Issued | 4,000,000 | ||||
Proceeds from Issuance of Preferred Limited Partners Units | $ 100 | ||||
Series E Preferred Units [Member] | |||||
Preferred Units, Outstanding | 32,000,000 | ||||
Series D Preferred Units [Member] | |||||
Preferred Units, Outstanding | 17,800,000 | ||||
Series C Preferred Units [Member] | |||||
Preferred Units, Outstanding | 18,000,000 | ||||
Series B Preferred Units [Member] | |||||
Preferred Units, Outstanding | 550,000 | ||||
Series A Preferred Units [Member] | |||||
Preferred Units, Outstanding | 950,000 | ||||
Subsequent Event [Member] | Class B Units [Member] | USAC [Member] | |||||
Partners' Capital Account, Units, Converted | 6,397,965 | ||||
Subsequent Event [Member] | USAC [Member] | |||||
Stock Issued During Period, Shares, Conversion of Units | 6,397,965 |
Equity Table - Change In ETE Co
Equity Table - Change In ETE Common Units (Details) - shares shares in Millions | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | ||
Limited Partners' Capital Account, Units Outstanding | 2,623.2 | 2,619.4 |
Stock Issued During Period, Shares, Dividend Reinvestment Plan | 3.4 | |
Partners' Capital Account, Units, Unit-based Compensation | 0.4 |
Equity Table - Quarterly Distri
Equity Table - Quarterly Distributions of Available Cash (Details) - $ / shares | 3 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | $ 0.3050 | $ 0.3050 | $ 0.3050 | ||
USAC [Member] | |||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | 0.5250 | 0.5250 | 0.5250 | ||
Sunoco LP [Member] | |||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | 0.8255 | 0.8255 | 0.8255 | ||
Series A Preferred Units [Member] | |||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | [1] | 31.25 | 0 | 31.25 | |
Series B Preferred Units [Member] | |||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | [1] | 33.125 | 0 | 33.125 | |
Series C Preferred Units [Member] | |||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | 0.4609 | 0.4609 | 0.4609 | ||
Series D Preferred Units [Member] | |||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | 0.4766 | 0.4766 | 0.4766 | ||
Series E Preferred Units [Member] | |||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | $ 0.5806 | [2] | $ 0 | $ 0 | |
[1] | ETO Series A Preferred Unit and ETO Series B Preferred Unit distributions are paid on a semi-annual basis. | ||||
[2] | ETO Series E Preferred Unit distributions related to the period ended June 30, 2019 represent a prorated initial distribution. |
Equity Table - Accumulated Othe
Equity Table - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Partners' Capital Notes [Abstract] | ||
Available-for-sale securities | $ 10 | $ 2 |
Foreign currency translation adjustment | (5) | (5) |
Actuarial gain related to pensions and other postretirement benefits | (38) | (48) |
AOCI attributable to equity method investments | 0 | 9 |
Subtotal | (33) | (42) |
Accumulated other comprehensive income, net | $ (33) | $ (42) |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | Jun. 30, 2019USD ($) |
Income Tax Disclosure [Abstract] | |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Reserves | $ 530 |
Regulatory Matters, Commitmen_3
Regulatory Matters, Commitments, Contingencies And Environmental Liabilities Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Feb. 28, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Loss Contingency Accrual, at Carrying Value | $ 54,000,000 | $ 54,000,000 | $ 55,000,000 | |||
Amounts recorded in balance sheets for contingencies and current litigation not disclosed | 0 | 0 | ||||
Accrual for Environmental Loss Contingencies | $ 324,000,000 | 324,000,000 | $ 337,000,000 | |||
Civil penalties | $ 12,600,000 | |||||
PES [Member] | ||||||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 7.40% | |||||
Notes Receivable, Related Parties | $ 75,000,000 | $ 75,000,000 | ||||
Sunoco, Inc. [Member] | ||||||
Loss Contingency, Pending Claims, Number | 5 | 5 | ||||
Payments for Environmental Liabilities | $ 9,000,000 | $ 9,000,000 | $ 15,000,000 | $ 15,000,000 | ||
Williams [Member] | ||||||
Loss on Contract Termination for Default | 410,000,000 | |||||
Loss Contingency, Damages Sought, Value | 10,000,000,000 | |||||
Rover Pipeline LLC [Member] | ||||||
Proposed Environmental Penalty | 2,600,000 | 2,600,000 | ||||
SPLP [Member] | ||||||
Proposed Environmental Penalty | $ 1,000,000 | 1,000,000 | ||||
ET [Member] | ||||||
Loss Contingency, Damages Sought, Value | 8,500,000 | |||||
Legal Fees | $ 4,500,000 | |||||
Sunoco [Member] | ||||||
Site Contingency, Number of Sites Needing Remediation | 38 | 38 | ||||
Compensatory Damages [Member] | ||||||
Gain Contingency, Unrecorded Amount | $ 319,000,000 | $ 319,000,000 | ||||
Final Judgement [Member] | ||||||
Gain Contingency, Unrecorded Amount | 536,000,000 | 536,000,000 | ||||
Expense Reimbursement [Member] | ||||||
Gain Contingency, Unrecorded Amount | 1,000,000 | 1,000,000 | ||||
Disgorgement [Member] | ||||||
Gain Contingency, Unrecorded Amount | $ 595,000,000 | $ 595,000,000 |
Regulatory Matters, Commitmen_4
Regulatory Matters, Commitments, Contingencies And Environmental Liabilities Table - Accrued Environmental Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Environmental Exit Cost [Line Items] | ||
Current | $ 46 | $ 42 |
Non-current | 278 | 295 |
Total environmental liabilities | $ 324 | $ 337 |
Regulatory Matters, Commitmen_5
Regulatory Matters, Commitments, Contingencies And Environmental Liabilities Schedule of Right of Way Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Contractual Right of Way, Expense | $ 6 | $ 7 | $ 12 | $ 13 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Contract with Customer, Liability, Revenue Recognized | $ (315) | $ (143) | ||||
Increase (Decrease) in Accounts Receivable | 340 | (253) | ||||
Contract with Customer, Liability | $ 377 | $ 288 | 377 | 288 | $ 392 | $ 215 |
Sunoco LP [Member] | ||||||
Contract with Customer, Asset, Net | 95 | 95 | 75 | |||
Capitalized Contract Cost, Amortization | 4 | $ 3 | 8 | $ 6 | ||
Receivables from Customers | $ 533 | $ 533 | $ 348 |
Revenue Revenue, Remaining Perf
Revenue Revenue, Remaining Performance Obligation (Details) $ in Millions | Jun. 30, 2019USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-12-31 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 3,427 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-12-31 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 5,091 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-12-31 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 4,545 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-12-31 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | 27,729 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 40,792 |
Revenue Revenue Contract Liabil
Revenue Revenue Contract Liabilities (Details) - USD ($) $ in Millions | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue from Contract Liabilities [Abstract] | ||||
Contract with Customer, Liability | $ 377 | $ 288 | $ 392 | $ 215 |
Deferred Revenue, Additions | 300 | 216 | ||
Contract with Customer, Liability, Revenue Recognized | $ (315) | $ (143) |
Lease Accounting Leasee Account
Lease Accounting Leasee Accounting (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | |
Lessee, Lease, Description [Line Items] | |||||
Lease right-of-use assets, net | $ 889 | ||||
Lessee, Operating Lease, Liability, 2019 (remainder) | $ 55 | $ 55 | |||
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES | 3,894 | $ 3,162 | |||
Net Cash Provided by (Used in) Financing Activities | $ (926) | (2,582) | |||
Operating Lease, Weighted Average Remaining Lease Term | 22 years | 22 years | |||
Finance Lease, Weighted Average Remaining Lease Term | 10 years | 10 years | |||
Operating Lease, Cost | $ 31 | $ 59 | |||
Finance Lease, Interest Expense | 0 | 0 | |||
Lease assets obtained in exchange for new lease liabilities | 15 | $ 0 | |||
Finance Lease, Liability, 2019 (remainder) | 1 | 1 | |||
Lease Liabilities, 2019 (remainder) | 56 | 56 | |||
Lessee, Operating Lease, 2020 | 93 | 93 | |||
Finance Lease, Liability, 2020 | 2 | 2 | |||
Lease Liabilities, 2020 | 95 | 95 | |||
Lessee, Operating Lease, 2021 | 84 | 84 | |||
Finance Lease, Liability, 2021 | 2 | 2 | |||
Lease Liabilities, 2021 | 86 | 86 | |||
Lessee, Operating Lease, 2022 | 71 | 71 | |||
Finance Lease, Liability, 2022 | 1 | 1 | |||
Lease Liabilities, 2022 | 72 | 72 | |||
Lessee, Operating Lease, 2023 | 67 | 67 | |||
Finance Lease, Liability, 2023 | 1 | 1 | |||
Lease Liabilities, 2023 | 68 | 68 | |||
Lessee, Operating Lease, Thereafter | 1,152 | 1,152 | |||
Thereafter | 5 | 5 | |||
Finance Lease, Liability, Thereafter | 6 | 6 | |||
Lease Liabilities, Thereafter | 1,158 | 1,158 | |||
Lessee, Operating Lease, Liability, Payments, Due | 1,522 | 1,522 | |||
Finance Lease, Liability, Payments, Due | 13 | 13 | |||
Lease Liabilities, Due | 1,535 | 1,535 | |||
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | 659 | 659 | |||
Finance Lease, Liability, Undiscounted Excess Amount | 3 | 3 | |||
Lease Liability, Undiscounted Excess Amount | 662 | 662 | |||
Operating Lease, Liability | 863 | 863 | 888 | ||
Finance Lease, Liability | 10 | 10 | |||
Lease, Liabilities | 873 | 873 | |||
Lease, Cost, Gross | 49 | 92 | |||
Lease, Cost | 37 | 69 | |||
Operating lease current liabilities | 59 | 59 | 71 | $ 0 | |
Accrued and other current liabilities | 2,686 | 2,686 | 2,917 | 2,918 | |
Non-current operating lease liabilities | 803 | 803 | 823 | 0 | |
Property, plant and equipment, net | 68,187 | 68,187 | 66,962 | 66,963 | |
Current maturities of long-term debt | 7 | 7 | 2,656 | 2,655 | |
Long-term debt, less current maturities | 46,499 | 46,499 | 43,379 | 43,373 | |
Other non-current liabilities | $ 1,139 | $ 1,139 | $ 1,172 | $ 1,184 | |
Minimum [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Lessee, Operating Lease, Renewal Term | 1 year | 1 year | |||
Maximum [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Lessee, Operating Lease, Renewal Term | 20 years | 20 years | |||
Equipment [Member] | Minimum [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Lessee, Operating Lease, Term of Contract | 5 years | 5 years | |||
Equipment [Member] | Maximum [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Lessee, Operating Lease, Term of Contract | 15 years | 15 years | |||
Real Estate [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Lessee, Operating Lease, Term of Contract | 40 years | 40 years | |||
Operating Leases [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease right-of-use assets, net | $ 849 | $ 849 | |||
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES | (79) | ||||
Operating lease current liabilities | 59 | 59 | |||
Accrued and other current liabilities | 1 | 1 | |||
Non-current operating lease liabilities | 803 | 803 | |||
Finance Leases [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease, Cost | 1 | 2 | |||
Accrued and other current liabilities | 1 | 1 | |||
Property, plant and equipment, net | 2 | 2 | |||
Finance Lease, Right-of-Use Asset | 4 | 4 | |||
Long-term debt, less current maturities | 7 | 7 | |||
Other non-current liabilities | $ 2 | $ 2 | |||
ETO [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating Lease, Weighted Average Discount Rate, Percent | 5.00% | 5.00% | |||
Finance Lease, Weighted Average Discount Rate, Percent | 8.00% | 8.00% | |||
Cost of Goods, Total [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating Lease, Cost | $ 8 | $ 16 | |||
Depreciation And Amortization [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Finance Lease, Right-of-Use Asset, Amortization | 1 | 2 | |||
Operating Expense [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating Lease, Cost | 19 | 36 | |||
Short-term Lease, Cost | 12 | 23 | |||
Variable Lease, Cost | 5 | 8 | |||
Selling, General and Administrative Expenses [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating Lease, Cost | 4 | 7 | |||
Other Revenue [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Sublease Income | $ 12 | $ 23 |
Lease Accounting Lessor Account
Lease Accounting Lessor Accounting (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Leases [Abstract] | ||
Lessor, Operating Lease, Term of Contract | 5 years | 5 years |
2019 (remainder) | $ 46 | $ 46 |
2020 | 72 | 72 |
2021 | 59 | 59 |
2022 | 53 | 53 |
2023 | 4 | 4 |
Thereafter | 5 | 5 |
Total undiscounted cash flows | 239 | 239 |
Rental Income, Nonoperating | $ 36 | $ 72 |
Derivative Assets And Liabili_4
Derivative Assets And Liabilities Table - Outstanding Commodity-Related Derivatives (Details) | Jun. 30, 2019MMbtubarrelsbblMegawattbushels | Dec. 31, 2018MMbtubarrelsbblMegawattbushels | |
Mark-To-Market Derivatives [Member] | Non Trading [Member] | Future [Member] | Short [Member] | |||
Notional Volume | bushels | (2,605) | ||
Natural Gas Liquids [Member] | Mark-To-Market Derivatives [Member] | Non Trading [Member] | Forwards Swaps [Member] | Short [Member] | |||
Notional Volume | bbl | (1,612) | (2,135) | |
Natural Gas [Member] | Mark-To-Market Derivatives [Member] | Non Trading [Member] | Basis Swaps IFERC/NYMEX [Member] | Short [Member] | |||
Notional Volume | (23,115) | (30,228) | |
Natural Gas [Member] | Mark-To-Market Derivatives [Member] | Non Trading [Member] | Swing Swaps IFERC [Member] | Long [Member] | |||
Notional Volume | (8,480) | (54,158) | |
Natural Gas [Member] | Mark-To-Market Derivatives [Member] | Non Trading [Member] | Fixed Swaps/Futures [Member] | Short [Member] | |||
Notional Volume | (3,505) | (1,068) | |
Natural Gas [Member] | Mark-To-Market Derivatives [Member] | Non Trading [Member] | Forward Physical Contracts [Member] | Short [Member] | |||
Notional Volume | (22,542) | (123,254) | |
Natural Gas [Member] | Mark-To-Market Derivatives [Member] | Trading [Member] | Basis Swaps IFERC/NYMEX [Member] | Long [Member] | |||
Notional Volume | [1] | (13,038) | (16,845) |
Natural Gas [Member] | Mark-To-Market Derivatives [Member] | Trading [Member] | Fixed Swaps/Futures [Member] | Long [Member] | |||
Notional Volume | (775) | (468) | |
Natural Gas [Member] | Mark-To-Market Derivatives [Member] | Trading [Member] | Options - Puts [Member] | Long [Member] | |||
Notional Volume | 0 | ||
Natural Gas [Member] | Mark-To-Market Derivatives [Member] | Trading [Member] | Put Option [Member] | Long [Member] | |||
Notional Volume | (10,000) | ||
Natural Gas [Member] | Fair Value Hedging [Member] | Non Trading [Member] | Basis Swaps IFERC/NYMEX [Member] | Short [Member] | |||
Notional Volume | (31,703) | (17,445) | |
Natural Gas [Member] | Fair Value Hedging [Member] | Non Trading [Member] | Fixed Swaps/Futures [Member] | Short [Member] | |||
Notional Volume | (31,703) | (17,445) | |
Natural Gas [Member] | Fair Value Hedging [Member] | Non Trading [Member] | Hedged Item - Inventory (MMBtu) [Member] | Long [Member] | |||
Notional Volume | (31,703) | (17,445) | |
Power [Member] | Mark-To-Market Derivatives [Member] | Trading [Member] | Options - Puts [Member] | Long [Member] | |||
Notional Volume | Megawatt | (175,200) | ||
Power [Member] | Mark-To-Market Derivatives [Member] | Trading [Member] | Call Option [Member] | Long [Member] | |||
Notional Volume | Megawatt | (317,600) | (284,800) | |
Power [Member] | Mark-To-Market Derivatives [Member] | Trading [Member] | Forwards Swaps [Member] | Long [Member] | |||
Notional Volume | Megawatt | (2,554,800) | (3,141,520) | |
Power [Member] | Mark-To-Market Derivatives [Member] | Trading [Member] | Future [Member] | Long [Member] | |||
Notional Volume | Megawatt | (1,095,558) | (56,656) | |
Power [Member] | Mark-To-Market Derivatives [Member] | Trading [Member] | Put Option [Member] | Long [Member] | |||
Notional Volume | Megawatt | (18,400) | ||
Crude Oil [Member] | Mark-To-Market Derivatives [Member] | Non Trading [Member] | Forwards Swaps [Member] | Long [Member] | |||
Notional Volume | bbl | (18,670) | (20,888) | |
Refined product sales | Mark-To-Market Derivatives [Member] | Non Trading [Member] | Future [Member] | Short [Member] | |||
Notional Volume | barrels | (126) | (1,403) | |
Corn [Member] | Mark-To-Market Derivatives [Member] | Non Trading [Member] | Future [Member] | Short [Member] | |||
Notional Volume | bushels | (1,920) | ||
[1] | Includes aggregate amounts for open positions related to Houston Ship Channel, Waha Hub, NGPL TexOk, West Louisiana Zone and Henry Hub locations |
Derivative Assets And Liabili_5
Derivative Assets And Liabilities Table - Interest Rate Swaps Outstanding (Details) - USD ($) $ in Millions | 6 Months Ended | |||
Jun. 30, 2019 | Dec. 31, 2018 | |||
March 2019 [Member] | ||||
Notional Amount | $ 0 | $ 300 | ||
Type | [1] | Pay a floating rate and receive a fixed rate of 1.42% | ||
July 2020 [Member] | ||||
Notional Amount | $ 400 | [2] | 400 | |
Type | [1],[2] | Forward-starting to pay a fixed rate of 3.52% and receive a floating rate | ||
July 2021 [Member] | ||||
Notional Amount | $ 400 | [2] | 400 | |
Type | [1],[2] | Forward-starting to pay a fixed rate of 3.55% and receive a floating rate | ||
July 2022 [Member] | ||||
Notional Amount | $ 400 | [2] | 0 | |
Type | [1],[2] | Forward-starting to pay a fixed rate of 3.80% and receive a floating rate | ||
July 2019 [Member] | ||||
Notional Amount | $ 0 | [2] | $ 400 | |
Type | [1],[2] | Forward-starting to pay a fixed rate of 3.56% and receive a floating rate | ||
[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. |
Derivative Assets And Liabili_6
Derivative Assets And Liabilities Table - Fair Value of Derivative Instruments (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Total derivatives assets | $ 541 | $ 560 |
Total derivatives liabilities | (877) | (746) |
Not Designated as Hedging Instrument [Member] | ||
Total derivatives assets | 527 | 560 |
Total derivatives liabilities | (877) | (733) |
Fair Value, Measurements, Recurring [Member] | ||
Price Risk Derivative Liabilities, at Fair Value | 523 | 583 |
Forward Physical Swaps [Member] | Fair Value, Measurements, Recurring [Member] | Commodity Derivatives - Natural Gas [Member] | ||
Price Risk Derivative Liabilities, at Fair Value | 3 | 21 |
Level 1 | Fair Value, Measurements, Recurring [Member] | ||
Price Risk Derivative Liabilities, at Fair Value | 488 | 480 |
Level 1 | Forward Physical Swaps [Member] | Fair Value, Measurements, Recurring [Member] | Commodity Derivatives - Natural Gas [Member] | ||
Price Risk Derivative Liabilities, at Fair Value | 0 | 0 |
Level 2 | Fair Value, Measurements, Recurring [Member] | ||
Price Risk Derivative Liabilities, at Fair Value | 35 | 103 |
Level 2 | Forward Physical Swaps [Member] | Fair Value, Measurements, Recurring [Member] | Commodity Derivatives - Natural Gas [Member] | ||
Price Risk Derivative Liabilities, at Fair Value | 3 | 21 |
Commodity Derivatives [Member] | Not Designated as Hedging Instrument [Member] | ||
Total derivatives assets | 121 | 158 |
Total derivatives liabilities | (85) | (173) |
Commodity Derivatives (Margin Deposits) [Member] | Designated as Hedging Instrument [Member] | ||
Total derivatives assets | 14 | 0 |
Total derivatives liabilities | 0 | (13) |
Commodity Derivatives (Margin Deposits) [Member] | Not Designated as Hedging Instrument [Member] | ||
Total derivatives assets | 406 | 402 |
Total derivatives liabilities | (438) | (397) |
Interest Rate Derivatives [Member] | Not Designated as Hedging Instrument [Member] | ||
Total derivatives assets | 0 | 0 |
Total derivatives liabilities | $ (354) | $ (163) |
Derivative Assets And Liabili_7
Derivative Assets And Liabilities Table - Gross FV and Netting Offset (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | $ 541 | $ 560 |
Derivative Liability, Fair Value, Gross Liability | (877) | (746) |
Counterparty netting | (67) | (47) |
Counterparty netting | 67 | 47 |
Payments on margin deposit | (406) | (397) |
Derivative Liability, Collateral, Right to Reclaim Cash, Offset | 406 | 397 |
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 68 | 116 |
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 404 | 302 |
Without offsetting agreements [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 0 | 0 |
Derivative Liability, Fair Value, Gross Liability | (354) | (163) |
OTC Contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 121 | 158 |
Derivative Liability, Fair Value, Gross Liability | (85) | (173) |
Broker cleared derivative contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 420 | 402 |
Derivative Liability, Fair Value, Gross Liability | $ (438) | $ (410) |
Derivative Assets And Liabili_8
Derivative Assets And Liabilities Table - Partnership's Derivative Assets and Liabilities Amount of Gain (Loss) Recognized (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Amount of Gain/(Loss) Recognized in Income on Derivatives | $ (171) | $ (259) | $ (251) | $ (261) |
Gains (losses) on interest rate derivatives | (122) | 20 | (196) | 72 |
Commodity Derivatives [Member] | ||||
Gain (Loss) on Components Excluded from Assessment of Price Risk Hedge Effectiveness | 0 | 6 | 0 | 9 |
Amount of Gain/(Loss) Recognized in Income on Derivatives | (29) | (295) | (41) | (366) |
Commodity Derivatives - Trading [Member] | ||||
Amount of Gain/(Loss) Recognized in Income on Derivatives | $ (20) | $ 16 | $ (14) | $ 33 |
Related Party Transactions Re_2
Related Party Transactions Related Party Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||||
Contract with Customer, Liability, Revenue Recognized | $ (315) | $ (143) | |||
Accounts payable to related companies | $ 14 | 14 | $ 59 | ||
Revenue from Related Parties | 136 | $ 120 | 245 | $ 222 | |
Accounts Receivable, Related Parties, Current | 111 | 111 | 111 | ||
FGT [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts Receivable, Related Parties, Current | 32 | 32 | 25 | ||
Phillips 66 Company [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts Receivable, Related Parties, Current | 47 | 47 | 42 | ||
Other Related Parties [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts Receivable, Related Parties, Current | $ 32 | $ 32 | $ 44 |
Reportable Segments Table - Rev
Reportable Segments Table - Revenues (External and Intersegment) by Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues | $ 13,877 | $ 14,118 | $ 26,998 | $ 26,000 |
Intrastate Transportation And Storage [Member] | ||||
Revenues | 765 | 813 | 1,621 | 1,688 |
Investment In Sunoco LP [Member] | ||||
Revenues | 4,475 | 4,607 | 8,167 | 8,356 |
Investment In USAC [Member] | ||||
Revenues | 174 | 167 | 345 | 167 |
Interstate Transportation and Storage [Member] | ||||
Revenues | 493 | 378 | 991 | 743 |
Midstream [Member] | ||||
Revenues | 1,198 | 1,874 | 2,916 | 3,488 |
NGL and refined products transportation and services [Member] | ||||
Revenues | 2,612 | 2,568 | 5,643 | 5,114 |
Crude oil transportation and services [Member] | ||||
Revenues | 5,046 | 4,803 | 9,232 | 8,548 |
Other Segments [Member] | ||||
Revenues | 391 | 502 | 888 | 1,073 |
Intersegment Eliminations [Member] | ||||
Revenues | (1,277) | (1,594) | (2,805) | (3,177) |
Intersegment [Member] | Intrastate Transportation And Storage [Member] | ||||
Revenues | 94 | 52 | 181 | 110 |
Intersegment [Member] | Investment In Sunoco LP [Member] | ||||
Revenues | 1 | 1 | 1 | 2 |
Intersegment [Member] | Investment In USAC [Member] | ||||
Revenues | 5 | 2 | 9 | 2 |
Intersegment [Member] | Interstate Transportation and Storage [Member] | ||||
Revenues | 6 | 5 | 12 | 8 |
Intersegment [Member] | Midstream [Member] | ||||
Revenues | 861 | 1,280 | 1,916 | 2,454 |
Intersegment [Member] | NGL and refined products transportation and services [Member] | ||||
Revenues | 256 | 209 | 574 | 492 |
Intersegment [Member] | Crude oil transportation and services [Member] | ||||
Revenues | 34 | 14 | 53 | 28 |
Intersegment [Member] | Other Segments [Member] | ||||
Revenues | 20 | 31 | 59 | 81 |
External Customers [Member] | Intrastate Transportation And Storage [Member] | ||||
Revenues | 671 | 761 | 1,440 | 1,578 |
External Customers [Member] | Investment In Sunoco LP [Member] | ||||
Revenues | 4,474 | 4,606 | 8,166 | 8,354 |
External Customers [Member] | Investment In USAC [Member] | ||||
Revenues | 169 | 165 | 336 | 165 |
External Customers [Member] | Interstate Transportation and Storage [Member] | ||||
Revenues | 487 | 373 | 979 | 735 |
External Customers [Member] | Midstream [Member] | ||||
Revenues | 337 | 594 | 1,000 | 1,034 |
External Customers [Member] | NGL and refined products transportation and services [Member] | ||||
Revenues | 2,356 | 2,359 | 5,069 | 4,622 |
External Customers [Member] | Crude oil transportation and services [Member] | ||||
Revenues | 5,012 | 4,789 | 9,179 | 8,520 |
External Customers [Member] | Other Segments [Member] | ||||
Revenues | $ 371 | $ 471 | $ 829 | $ 992 |
Reportable Segments Table - Seg
Reportable Segments Table - Segment Adjusted EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | |||||
Segment Adjusted EBITDA | $ 2,824 | $ 2,262 | $ 5,621 | $ 4,264 | |
Depreciation, depletion and amortization | (785) | (694) | (1,559) | (1,359) | |
Interest expense, net | (578) | (510) | (1,168) | (976) | |
Impairment losses | 0 | 0 | (50) | 0 | |
Gains (losses) on interest rate derivatives | (122) | 20 | (196) | 72 | |
Non-cash compensation expense | (29) | (32) | (58) | (55) | |
Unrealized gains (losses) on commodity risk management activities | (23) | (265) | 26 | (352) | |
Losses on extinguishments of debt | 0 | 0 | (18) | (106) | |
Inventory valuation adjustments | 4 | 32 | 97 | 57 | |
Equity in earnings of unconsolidated affiliates | 77 | 92 | 142 | 171 | |
Adjusted EBITDA related to unconsolidated affiliates | (163) | (168) | (309) | (324) | |
Adjusted EBITDA attributable to discontinued operations | 0 | 5 | 0 | 25 | |
Other, net | (37) | 15 | (20) | (26) | |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE | 1,242 | 727 | 2,548 | 1,443 | |
Income tax (benefit) expense from continuing operations | (34) | (68) | (160) | (58) | |
Income from continuing operations | 1,208 | 659 | 2,388 | 1,385 | |
Loss from discontinued operations, net of income taxes | 0 | (26) | 0 | (263) | |
Net income | 1,208 | 633 | $ 489 | 2,388 | 1,122 |
Intrastate Transportation And Storage [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment Adjusted EBITDA | 290 | 208 | 542 | 400 | |
Investment In Sunoco LP [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment Adjusted EBITDA | 152 | 140 | 305 | 249 | |
Investment In USAC [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment Adjusted EBITDA | 105 | 95 | 206 | 95 | |
Adjustments And Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment Adjusted EBITDA | 10 | 21 | 45 | 64 | |
Interstate Transportation and Storage [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment Adjusted EBITDA | 460 | 375 | 916 | 741 | |
Midstream [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment Adjusted EBITDA | 412 | 414 | 794 | 791 | |
NGL and refined products transportation and services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment Adjusted EBITDA | 644 | 461 | 1,256 | 912 | |
Crude oil transportation and services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment Adjusted EBITDA | $ 751 | $ 548 | $ 1,557 | $ 1,012 |
Reportable Segments Table - S_2
Reportable Segments Table - Segment Assets (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Assets | $ 90,812 | $ 88,246 |
Intrastate Transportation And Storage [Member] | ||
Assets | 6,159 | 6,365 |
Investment In Sunoco LP [Member] | ||
Assets | 5,470 | 4,879 |
Investment In USAC [Member] | ||
Assets | 3,760 | 3,775 |
Interstate Transportation and Storage [Member] | ||
Assets | 15,606 | 15,081 |
Midstream [Member] | ||
Assets | 19,866 | 19,745 |
NGL and refined products transportation and services [Member] | ||
Assets | 19,409 | 18,267 |
Crude oil transportation and services [Member] | ||
Assets | 18,790 | 18,022 |
Other Segments [Member] | ||
Assets | $ 1,752 | $ 2,112 |
Supplemental Financial Statem_3
Supplemental Financial Statement Information Table - Balance Sheets (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Cash and cash equivalents | $ 445 | $ 419 | $ 519 | $ 336 | |
Accounts receivable from related companies | 111 | 111 | |||
Other current assets | 308 | 350 | |||
Total current assets | 7,198 | 6,750 | |||
Property, plant and equipment, net | 68,187 | $ 66,962 | 66,963 | ||
Advances to and investments in unconsolidated affiliates | 2,838 | 2,642 | |||
Total assets | 90,812 | 88,246 | |||
Accounts payable | 3,645 | 3,493 | |||
Accounts payable to related companies | 14 | 59 | |||
Accrued and other current liabilities | 2,686 | 2,917 | 2,918 | ||
Total current liabilities | 6,429 | 9,310 | |||
Long-term debt, less current maturities | 46,499 | 43,379 | 43,373 | ||
Other non-current liabilities | 1,139 | $ 1,172 | 1,184 | ||
Commitments and contingencies | |||||
Common Unitholders | 20,872 | 20,606 | |||
General Partner | (5) | (5) | |||
Accumulated other comprehensive loss | (33) | (42) | |||
Total partners’ capital | 20,834 | 20,559 | |||
Total liabilities and equity | 90,812 | 88,246 | |||
Parent Company [Member] | |||||
Cash and cash equivalents | 1 | 2 | $ 1 | $ 1 | |
Accounts receivable from related companies | 0 | 65 | |||
Other current assets | 0 | 1 | |||
Total current assets | 1 | 68 | |||
Property, plant and equipment, net | 23 | 23 | |||
Advances to and investments in unconsolidated affiliates | 25,411 | 26,581 | |||
Total assets | 25,435 | 26,672 | |||
Accounts payable | 0 | 2 | |||
Accounts payable to related companies | 58 | 65 | |||
Interest payable | 1 | 76 | |||
Accrued and other current liabilities | 1 | 3 | |||
Total current liabilities | 60 | 146 | |||
Long-term debt, less current maturities | 124 | 5,519 | |||
Long-term notes payable – related companies | 4,416 | 445 | |||
Other non-current liabilities | 1 | 3 | |||
Common Unitholders | 20,872 | 20,606 | |||
General Partner | (5) | (5) | |||
Accumulated other comprehensive loss | (33) | (42) | |||
Total partners’ capital | 20,834 | 20,559 | |||
Total liabilities and equity | $ 25,435 | $ 26,672 |
Supplemental Financial Statem_4
Supplemental Financial Statement Information Schedule of Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE | $ (179) | $ (183) | $ (326) | $ (331) |
Interest expense, net | (578) | (510) | (1,168) | (976) |
Equity in earnings of unconsolidated affiliates | 77 | 92 | 142 | 171 |
Losses on extinguishments of debt | 0 | 0 | (18) | (106) |
Other, net | 46 | (1) | 42 | 56 |
NET INCOME | 878 | 355 | 1,748 | 718 |
Series A Convertible Preferred Unitholders' interest in income | 0 | 12 | 0 | 33 |
General Partner’s interest in net income | 1 | 1 | 2 | 2 |
Limited Partners’ interest in net income | 877 | 342 | 1,746 | 683 |
Income tax expense from continuing operations | 34 | 68 | 160 | 58 |
Parent Company [Member] | ||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE | 5 | (9) | 6 | 11 |
Interest expense, net | 0 | (90) | 63 | 176 |
Interest Expense, Related Party | (67) | 0 | (88) | 0 |
Equity in earnings of unconsolidated affiliates | 949 | 454 | 1,917 | 902 |
Losses on extinguishments of debt | 0 | 0 | (16) | 0 |
Other, net | 0 | 0 | 3 | 3 |
INCOME BEFORE INCOME TAXES | 877 | 355 | 1,747 | 718 |
Income tax expense from continuing operations | $ (1) | $ 0 | $ (1) | $ 0 |
Supplemental Financial Statem_5
Supplemental Financial Statement Information Schedule Of Statements of Cash Flows (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES | $ 3,894 | $ 3,162 |
Contributions to unconsolidated affiliate | 254 | 13 |
Capital expenditures | 2,818 | 3,539 |
Contributions in aid of construction costs | 41 | 60 |
Net cash provided by investing activities | (2,942) | (3,137) |
Proceeds from borrowings | 16,463 | 16,702 |
Repayments of debt | (15,925) | (18,039) |
Proceeds from (payments to) affiliate | 206 | 318 |
Distributions to partners | (1,549) | (532) |
Debt issuance costs | (87) | (173) |
Net cash used in financing activities | (926) | (2,582) |
CHANGE IN CASH AND CASH EQUIVALENTS | 26 | 183 |
Cash and cash equivalents, beginning of period | 419 | 336 |
Cash and cash equivalents, end of period | 445 | 519 |
Parent Company [Member] | ||
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES | 2,948 | 626 |
Contributions to unconsolidated affiliate | 0 | 250 |
Sunoco LP Series A Preferred Units redemption | 0 | 303 |
Net cash provided by investing activities | 0 | 53 |
Proceeds from borrowings | 0 | 355 |
Repayments of debt | (1,220) | (587) |
Proceeds from (payments to) affiliate | (180) | 85 |
Distributions to partners | (1,549) | (532) |
Net cash used in financing activities | (2,949) | (679) |
CHANGE IN CASH AND CASH EQUIVALENTS | (1) | 0 |
Cash and cash equivalents, beginning of period | 2 | 1 |
Cash and cash equivalents, end of period | $ 1 | $ 1 |