Equity Investments | Note 4—Equity Investments The following table summarizes the carrying value of our equity investments: Millions of Dollars Percentage March 31 December 31 Dakota Access, LLC and Energy Transfer Crude Oil Company, LLC (Bakken Pipeline) 25.00 % $ 575 577 Bayou Bridge Pipeline, LLC (Bayou Bridge) 40.00 281 288 DCP Sand Hills Pipeline, LLC (Sand Hills) 33.34 585 582 DCP Southern Hills Pipeline, LLC (Southern Hills) 33.34 217 217 Explorer Pipeline Company (Explorer) 21.94 89 92 Gray Oak Pipeline, LLC 65.00 843 860 Liberty Pipeline LLC (Liberty) 50.00 46 241 Paradigm Pipeline LLC (Paradigm) 50.00 140 141 Phillips 66 Partners Terminal LLC (Phillips 66 Partners Terminal) 70.00 15 15 South Texas Gateway Terminal LLC (South Texas Gateway Terminal) 25.00 175 167 STACK Pipeline LLC (STACK) 50.00 63 64 Total equity investments $ 3,029 3,244 Earnings from our equity investments were as follows: Millions of Dollars Three Months Ended 2021 2020 Bakken Pipeline $ 44 57 Bayou Bridge 7 10 Sand Hills 27 41 Southern Hills 12 11 Explorer 3 7 Gray Oak Pipeline, LLC 21 5 Liberty — — Paradigm 5 4 Phillips 66 Partners Terminal — — South Texas Gateway Terminal 4 — STACK 1 1 Total equity in earnings of affiliates $ 124 136 Dakota Access, LLC (Dakota Access) and Energy Transfer Crude Oil Company, LLC (ETCO) In March 2019, a wholly owned subsidiary of Dakota Access issued $2.5 billion aggregate principal amount of senior unsecured notes. 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 March 31, 2021, our share of the maximum potential equity contributions under the CECU was approximately $631 million. In July 2020, the trial court presiding over the litigation vacated Dakota Access’ easement under Lake Oahe and ordered the Dakota Access Pipeline to be shut down and emptied of crude oil pending the preparation of an Environmental Impact Statement (EIS) by the USACE, which had been ordered by the court in March 2020 and is now expected to be completed by March 2022. In August 2020, pending an appeal of the trial court’s decisions, an appellate court denied Dakota Access’ motion to stay the order vacating the easement, but granted its motion to stay the order that the pipeline be shut down while the EIS is prepared. In January 2021, the appellate court affirmed the trial court’s order vacating the easement and directing the USACE to prepare an EIS and reversed the order directing the pipeline to be shut down. Notwithstanding that the easement has been vacated, in April 2021, the USACE indicated that it currently intends to allow the pipeline to continue to operate while it proceeds with the EIS. Currently, there is a motion for a permanent injunction to shut down the pipeline before the trial court that could be decided at any time. Additionally, Dakota Access has requested the appellate court to stay its January 2021 decision pending a filing and disposition of a petition for writ of certiorari to the U.S. Supreme Court. If the pipeline is required to cease operations, either permanently or pending the preparation of the EIS, and should Dakota Access and ETCO not have sufficient funds to pay ongoing expenses, we also could be required 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 2021 2020 Revenues $ 215 258 Income before income taxes 142 186 Net income 142 186 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. In 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. 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. Liberty At March 31, 2021, we held a 50% interest in Liberty, a joint venture formed to develop and construct the Liberty Pipeline system. Liberty was considered a 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-venturer jointly directed the activities of Liberty that most significantly impact economic performance. In the first quarter of 2021, we decided to exit the Liberty Pipeline project, which had previously been deferred due to the challenging business environment created by the COVID-19 pandemic. As a result, we recorded a $198 million impairment to reduce the book value of our investment in Liberty at March 31, 2021, to our share of the estimated fair value of the joint venture’s pipeline assets and net working capital. The impairment is included in the “Impairments” line item on our consolidated statement of income (loss). This valuation resulted in a Level 3 nonrecurring fair value measurement. At March 31, 2021, the book value of our investment in Liberty, and our maximum exposure to loss, was $46 million. In April 2021, we transferred our ownership interest in Liberty to our co-venturer for cash and certain pipeline assets with an estimated fair value that approximated our book value at March 31, 2021. |