Equity Investments | Note 4—Equity Investments The following table summarizes the carrying value of our equity investments: Millions of Dollars Percentage September 30 December 31 Dakota Access, LLC and Energy Transfer Crude Oil Company, LLC (Bakken Pipeline) 25.00 % $ 578 592 Bayou Bridge Pipeline, LLC (Bayou Bridge) 40.00 292 294 DCP Sand Hills Pipeline, LLC (Sand Hills) 33.34 586 595 DCP Southern Hills Pipeline, LLC (Southern Hills) 33.34 215 215 Explorer Pipeline Company (Explorer) 21.94 98 105 Gray Oak Pipeline, LLC 65.00 896 759 Liberty Pipeline LLC (Liberty) 50.00 239 — Paradigm Pipeline LLC (Paradigm) 50.00 141 143 Phillips 66 Partners Terminal LLC (Phillips 66 Partners Terminal) 70.00 66 70 South Texas Gateway Terminal LLC (South Texas Gateway Terminal) 25.00 152 74 STACK Pipeline LLC (STACK) 50.00 110 114 Total equity investments $ 3,373 2,961 Earnings from our equity investments were as follows: Millions of Dollars Three Months Ended Nine Months Ended 2020 2019 2020 2019 Bakken Pipeline $ 37 58 124 167 Bayou Bridge 6 9 23 21 Sand Hills 33 39 111 113 Southern Hills 11 10 32 34 Explorer 6 12 17 26 Gray Oak Pipeline, LLC 30 (2) 49 (2) Liberty — — — — Paradigm 4 4 10 10 Phillips 66 Partners Terminal (1) 6 (2) 18 South Texas Gateway Terminal 2 — 2 — STACK 1 3 3 8 Total equity in earnings of affiliates $ 129 139 369 395 Dakota Access, LLC (Dakota Access) and Energy Transfer Crude Oil Company, LLC (ETCO) In March 2019, a wholly owned subsidiary of Dakota Access closed an offering of $2.5 billion aggregate principal amount of senior unsecured notes, consisting of: • $650 million aggregate principal amount of 3.625% Senior Notes due 2022. • $1.0 billion aggregate principal amount of 3.900% Senior Notes due 2024. • $850 million aggregate principal amount of 4.625% Senior Notes due 2029. Dakota Access and ETCO have guaranteed repayment of the notes. In addition, we and our co-venturers in Dakota Access provided a Contingent Equity Contribution Undertaking (CECU) in conjunction with the notes offering. Under the CECU, the co-venturers may be severally required to make proportionate equity contributions to Dakota Access if there is an unfavorable final judgment in the ongoing litigation related to an easement granted by the U.S. Army Corps of Engineers (USACE) to allow the pipeline to be constructed under Lake Oahe in North Dakota. Contributions may be required if Dakota Access determines that the issues included in any such final judgment cannot be remediated and Dakota Access has or is projected to have insufficient funds to satisfy repayment of the notes. If Dakota Access undertakes remediation to cure issues raised in a final judgment, contributions may be required if any series of the notes become due, whether by acceleration or at maturity, during such time, to the extent Dakota Access has or is projected to have insufficient funds to pay such amounts. At September 30, 2020, our share of the maximum potential equity contributions under the CECU was approximately $631 million. In March 2020, the trial court presiding over this litigation ordered the USACE to prepare an Environmental Impact Statement (EIS), and requested additional information to enable a decision on whether the Dakota Access Pipeline should be shut down while the EIS is being prepared. On July 6, 2020, the trial court ordered the Dakota Access Pipeline to be shut down and emptied of crude oil within 30 days, and that the pipeline should remain shut down pending the preparation of the EIS by the USACE, which the USACE has indicated is expected to take approximately 13 months. Dakota Access filed an appeal and a request for a stay of the order, which was granted. The case is now on an expedited appellate track and oral arguments regarding whether the pipeline easement is valid and whether the USACE must prepare an EIS are set for early November 2020, with a decision expected in late 2020 or early 2021. In addition to the proceedings in the appellate court, the trial court has been asked to issue an injunction to shut down the pipeline until the USACE completes the EIS, which could be ruled on as early as late December 2020 . If the pipeline is required to cease operations pending the preparation of the EIS, and should Dakota Access and ETCO not have sufficient funds to pay ongoing expenses, we also could be asked to support our share of the ongoing expenses, including scheduled interest payments on the notes of approximately $25 million annually, in addition to the potential obligations under the CECU. Summarized financial information for 100% of Dakota Access is as follows: Millions of Dollars Three Months Ended Nine Months Ended 2020 2019 2020 2019 Revenues $ 196 258 623 748 Income before income taxes 121 189 401 527 Net income 121 189 401 527 Gray Oak Pipeline, LLC Gray Oak Pipeline, LLC was formed to develop and construct the Gray Oak Pipeline, which transports crude oil from the Permian and Eagle Ford to Texas Gulf Coast destinations that include Corpus Christi and the Sweeny area, including the Phillips 66 Sweeny Refinery, as well as access to the Houston market. We have a consolidated holding company that owns 65% of Gray Oak Pipeline, LLC. I n December 2018, a third party exercised its option to acquire a 35% interest in the holding company. Because the holding company’s sole asset was its ownership interest in Gray Oak Pipeline, LLC, which was considered a financial asset, and because certain restrictions were placed on the third party’s ability to transfer or sell its interest in the holding company during the construction of the Gray Oak Pipeline, the legal sale of the 35% interest did not qualify as a sale under GAAP at that time. The Gray Oak Pipeline commenced full operations in the second quarter of 2020 and the restrictions placed on the co-venturer were lifted on June 30, 2020, resulting in the recognition of the sale under GAAP. Accordingly, at June 30, 2020, the co-venturer’s 35% interest in the holding company was recharacterized from a long-term obligation to a noncontrolling interest on our consolidated balance sheet, and the premium of $84 million previously paid by the co-venturer in 2019 was recharacterized from a long-term obligation to a gain in our consolidated statement of income. For the nine months ended September 30, 2020, the co-venturer contributed an aggregate of $64 million to the holding company to fund its portion of Gray Oak Pipeline, LLC’s cash calls. We have an effective ownership interest of 42.25% in Gray Oak Pipeline, LLC, after considering our co-venturer’s 35% interest in the consolidated holding company. In September 2020, Gray Oak Pipeline, LLC closed its offering of $1.4 billion aggregate principal amount of senior unsecured notes with maturities ranging from 2023 to 2027. These senior notes are not guaranteed by the Partnership or any of its co-venturers. Net proceeds from the offering were used to repay a third-party term loan of $1,379 million, and for general company purposes. Concurrent with the full repayment of the third-party term loan facility, the associated guarantee we issued through an equity contribution agreement was terminated. During its development phase, Gray Oak Pipeline, LLC was considered a variable interest entity (VIE) because it did not have sufficient equity at risk to fully fund the construction of all assets required for principal operations. We determined we were not the primary beneficiary because we and our co-venturers jointly directed the activities of Gray Oak Pipeline, LLC that most significantly impact economic performance. The Gray Oak Pipeline commenced full operations in the second quarter of 2020 and ceased being a VIE. Liberty In February 2020, we entered into a Purchase and Sale Agreement with Phillips 66 PDI to acquire its 50% interest in the Liberty Pipeline joint venture for $75 million. The purchase price reflected the reimbursement of project costs incurred by Phillips 66 prior to the effective date of the transaction. The transaction was funded through a combination of cash on hand and our revolving credit facility, and closed on March 2, 2020. Liberty was formed to develop and construct the Liberty Pipeline system which, upon completion, will transport crude oil from the Rockies and Bakken production areas to Cushing, Oklahoma. On March 24, 2020, we and our co-venturer announced we are deferring the development and construction of the Liberty Pipeline system as a result of the current challenging business environment. Liberty is considered a VIE 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-venturer jointly direct the activities of Liberty that most significantly impact economic performance. At September 30, 2020, our maximum exposure to loss was $239 million, which represented the aggregate book value of our equity investment in Liberty. At September 30, 2020, Phillips 66 had an outstanding guarantee of $13 million to vendors for our proportionate share of the payment of certain purchase obligations of Liberty. |