Equity Investments and Loans | Note 6—Equity Investments and Loans Equity Investments The following table summarizes the carrying value of our equity investments: Millions of Dollars Percentage Ownership September 30 December 31 Dakota Access, LLC and Energy Transfer Crude Oil Company, LLC (Bakken Pipeline) 25.00 % $ 589 608 Bayou Bridge Pipeline, LLC (Bayou Bridge) 40.00 293 277 DCP Sand Hills Pipeline, LLC (Sand Hills) 33.34 599 601 DCP Southern Hills Pipeline, LLC (Southern Hills) 33.34 210 206 Explorer Pipeline Company (Explorer) 21.94 106 115 Gray Oak Pipeline, LLC (Gray Oak) 65.00 748 288 Paradigm Pipeline LLC (Paradigm) 50.00 144 145 Phillips 66 Partners Terminal LLC (Phillips 66 Partners Terminal) 70.00 70 71 South Texas Gateway Terminal LLC (South Texas Gateway Terminal) 25.00 49 20 STACK Pipeline LLC (STACK) 50.00 113 117 Total equity investments $ 2,921 2,448 Earnings from our equity investments were as follows: Millions of Dollars Three Months Ended Nine Months Ended 2019 2018 2019 2018 Bakken Pipeline $ 58 48 167 119 Bayou Bridge 9 2 21 10 Sand Hills 39 34 113 90 Southern Hills 10 12 34 28 Explorer 12 11 26 35 Gray Oak (2 ) — (2 ) — Paradigm 4 2 10 6 Phillips 66 Partners Terminal 6 6 18 21 South Texas Gateway Terminal — — — — STACK 3 3 8 7 Total equity in earnings of affiliates $ 139 118 395 316 Gray Oak In April 2018, we entered into a Purchase and Sale Agreement with Phillips 66 PDI to acquire its 100% interest in Gray Oak Holdings LLC (Holdings LLC), a limited liability company that, at that time, owned a 100% interest in Gray Oak. Gray Oak is developing and constructing the Gray Oak Pipeline which, upon completion, will provide crude oil transportation from the Permian and Eagle Ford to destinations in Corpus Christi, Texas, and the Sweeny, Texas, area, including the Phillips 66 Sweeny Refinery. The pipeline system is anticipated to begin initial service in the fourth quarter of 2019. We accounted for the acquisition of Holdings LLC as an acquisition of assets under common control accounting. Also in April 2018, a co-venturer acquired a 25% interest in Gray Oak, along with sufficient voting rights over key governance provisions such that we no longer could assert control over Gray Oak. As a result, we (through our consolidated subsidiary Holdings LLC) began using the equity method of accounting for our investment in Gray Oak at that time. In December 2018, a third party exercised its option to acquire a 35% interest in Holdings LLC. Because Holdings LLC’s sole asset was its 75% ownership interest in Gray Oak, which is considered a financial asset, and because certain restrictions were placed on the third party’s ability to transfer or sell its interest in Holdings LLC during the construction of the Gray Oak Pipeline, the legal sale of the 35% interest did not qualify as a sale under GAAP. Rather, the third party’s cash contributions to Holdings LLC in 2019 to fund its share of previously incurred and future construction costs plus a premium to us are reflected as a long-term obligation in the “Obligation from equity interest transfer” line on our consolidated balance sheet and financing cash inflows in the “Proceeds from equity interest transfer” line on our consolidated statement of cash flows. After construction of the Gray Oak Pipeline is fully completed, these restrictions expire, and the sale will be recognized under GAAP. We will continue to control and consolidate Holdings LLC after sale recognition, and therefore the third party’s 35% interest will be recharacterized from a long-term obligation to a noncontrolling interest on our consolidated balance sheet at that time. Also at that time, the premium paid will be recharacterized from a long-term obligation to a gain in our consolidated statement of income. During the nine months ended September 30, 2019 , the third party contributed an aggregate of $341 million into Holdings LLC, which Holdings LLC used to fund its portion of Gray Oak’s cash calls. In February 2019, Holdings LLC transferred a 10% interest in Gray Oak to a third party that exercised a purchase option, for proceeds of $81 million . This transfer was accounted for as a sale and resulted in a decrease in Holdings LLC’s ownership interest in Gray Oak from 75% to 65% and the recognition of an immaterial gain. The proceeds received from this sale are reflected as an investing cash inflow in the “Proceeds from sale of equity interest” line on our consolidated statement of cash flows. At September 30, 2019 , our effective ownership interest in the Gray Oak Pipeline was 42.25% . In June 2019 , Gray Oak entered into a third-party term loan facility with an initial borrowing capacity of $1,230 million , which was increased in July 2019 to $1,317 million . Borrowings under the facility are due on June 3, 2022 . We and our co-venturers provided a guarantee through an equity contribution agreement requiring proportionate equity contributions to Gray Oak up to the total outstanding loan amount. Under the agreement, our maximum potential amount of future obligations is $556 million , plus any accrued interest and associated fees, which would be required if the term loan facility is fully utilized and Gray Oak defaults on its obligations. At September 30, 2019 , Gray Oak had borrowings of $904 million outstanding, and our 42.25% proportionate exposure was $382 million . The net proceeds from the term loan were used by Gray Oak for construction of the Gray Oak Pipeline and repayment of amounts borrowed under a related party loan agreement that we and our co-venturers executed in March 2019 and terminated upon the repayment by Gray Oak in June. Our total related party loan to and repayment received from Gray Oak was $95 million . Gray Oak is considered a variable interest entity because it does not have sufficient equity at risk to fully fund the construction of all assets required for principal operations. We have determined we are not the primary beneficiary because we and our co-venturers jointly direct the activities of Gray Oak that most significantly impact economic performance. At September 30, 2019 , our maximum exposure to loss was $1,130 million , which represented our guarantee of the third-party term loan facility of $382 million and the aggregate book value of our equity method investment in Gray Oak of $748 million . Bakken Pipeline In March 2019, a wholly owned subsidiary of Dakota Access, LLC (Dakota Access) closed on an offering of $2,500 million aggregate principal amount of unsecured senior notes. The net proceeds from the issuance of these notes were used to repay amounts outstanding under existing credit facilities of Dakota Access and Energy Transfer Crude Oil Company, LLC (ETCO). Dakota Access and ETCO have guaranteed repayment of the notes. In addition, we and our co-venturers provided a Contingent Equity Contribution Undertaking (CECU) in conjunction with the notes offering. Under the CECU, if Dakota Access receives an unfavorable court ruling related to certain disputed construction permits and Dakota Access determines that an equity contribution trigger event has occurred, the venturers may be severally required to make proportionate equity contributions to Dakota Access and ETCO up to an aggregate maximum of approximately $2,525 million . Our share of the maximum potential equity contributions under the CECU is approximately $631 million . |