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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Energy Transfer Partners, L.P. Common Units Representing Limited Partner Interests (delisted) | NYSE:ETP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 21.47 | 0 | 01:00:00 |
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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73-1493906
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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/d
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per day
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AOCI
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accumulated other comprehensive income (loss)
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Btu
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British thermal unit, an energy measurement used by gas companies to convert the volume of gas used to its heat equivalent, and thus calculate the actual energy used
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BBtu
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billion British thermal units
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Capacity
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capacity of a pipeline, processing plant or storage facility refers to the maximum capacity under normal operating conditions and, with respect to pipeline transportation capacity, is subject to multiple factors (including natural gas injections and withdrawals at various delivery points along the pipeline and the utilization of compression) which may reduce the throughput capacity from specified capacity levels
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CDM
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CDM Resource Management LLC
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CDM E&T
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CDM Environmental & Technical Services LLC
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Citrus
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Citrus, LLC
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CrossCountry
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CrossCountry Energy, LLC
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DOJ
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United States Department of Justice
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EPA
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United States Environmental Protection Agency
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ETC OLP
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La Grange Acquisition, L.P., which conducts business under the assumed name of Energy Transfer Company
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ETE
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Energy Transfer Equity, L.P., a publicly traded partnership and the owner of ETP LLC for the periods presented herein
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ETP GP
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Energy Transfer Partners GP, L.P., the general partner of ETP
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ETP Holdco
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ETP Holdco Corporation
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ETP LLC
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Energy Transfer Partners, L.L.C., the general partner of ETP GP
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Exchange Act
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Securities Exchange Act of 1934
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FEP
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Fayetteville Express Pipeline LLC
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FERC
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Federal Energy Regulatory Commission
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FGT
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Florida Gas Transmission Company, LLC
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GAAP
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accounting principles generally accepted in the United States of America
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HPC
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RIGS Haynesville Partnership Co. and its wholly-owned subsidiary, Regency Intrastate Gas LP
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IDRs
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incentive distribution rights
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Legacy ETP Preferred Units
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legacy ETP Series A cumulative convertible preferred units
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LIBOR
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London Interbank Offered Rate
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MBbls
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thousand barrels
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MEP
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Midcontinent Express Pipeline LLC
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MTBE
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methyl tertiary butyl ether
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NGL
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natural gas liquid, such as propane, butane and natural gasoline
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NYMEX
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New York Mercantile Exchange
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OSHA
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federal Occupational Safety and Health Act
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OTC
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over-the-counter
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Panhandle
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Panhandle Eastern Pipe Line Company, LP and its subsidiaries
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PCBs
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polychlorinated biphenyls
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PennTex
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PennTex Midstream Partners, LP
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PES
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Philadelphia Energy Solutions
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Regency
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Regency Energy Partners LP
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Retail Holdings
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ETP Retail Holdings, LLC, a wholly-owned subsidiary of Sunoco, Inc.
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Rover
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Rover Pipeline LLC, a subsidiary of ETP
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SEC
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Securities and Exchange Commission
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Series A Preferred Units
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6.250% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
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Series B Preferred Units
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6.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
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Series C Preferred Units
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7.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
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Sunoco Logistics
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Sunoco Logistics Partners L.P.
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Transwestern
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Transwestern Pipeline Company, LLC
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Trunkline
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Trunkline Gas Company, LLC, a subsidiary of Panhandle
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USAC
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USA Compression Partners, LP
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March 31, 2018
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December 31, 2017
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||||
ASSETS
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Current assets:
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Cash and cash equivalents
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$
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446
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$
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306
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Accounts receivable, net
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3,123
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3,946
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Accounts receivable from related companies
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340
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318
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Inventories
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1,421
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1,589
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Income taxes receivable
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166
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135
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Derivative assets
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23
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24
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Other current assets
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229
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210
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Total current assets
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5,748
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6,528
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Property, plant and equipment
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69,164
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67,699
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Accumulated depreciation and depletion
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(9,791
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)
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(9,262
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)
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59,373
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58,437
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Advances to and investments in unconsolidated affiliates
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3,258
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3,816
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Other non-current assets, net
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758
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758
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Intangible assets, net
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5,243
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5,311
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Goodwill
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3,115
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3,115
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Total assets
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$
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77,495
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$
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77,965
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March 31, 2018
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December 31, 2017
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||||
LIABILITIES AND EQUITY
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Current liabilities:
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Accounts payable
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$
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3,288
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$
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4,126
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Accounts payable to related companies
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244
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209
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Derivative liabilities
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147
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109
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Accrued and other current liabilities
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2,140
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2,143
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Current maturities of long-term debt
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404
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407
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Total current liabilities
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6,223
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6,994
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Long-term debt, less current maturities
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33,109
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32,687
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Non-current derivative liabilities
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97
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145
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Deferred income taxes
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2,860
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2,883
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Other non-current liabilities
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1,100
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1,084
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||||
Commitments and contingencies
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|
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||||
Redeemable noncontrolling interests
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21
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21
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||||
Equity:
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||||
Series A Preferred Unitholders
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943
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944
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Series B Preferred Unitholders
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546
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547
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Common Unitholders
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26,143
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26,531
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||
General Partner
|
365
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244
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||
Accumulated other comprehensive income
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2
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3
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||
Total partners’ capital
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27,999
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28,269
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Noncontrolling interest
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6,086
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5,882
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Total equity
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34,085
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34,151
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Total liabilities and equity
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$
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77,495
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$
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77,965
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Three Months Ended
March 31, |
||||||
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2018
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2017*
|
||||
REVENUES:
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||||
Natural gas sales
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$
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1,062
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$
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1,012
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NGL sales
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2,030
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1,547
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|
||
Crude sales
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3,254
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2,542
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||
Gathering, transportation and other fees
|
1,397
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1,024
|
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||
Refined product sales
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439
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471
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||
Other
|
98
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|
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299
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|
||
Total revenues
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8,280
|
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6,895
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COSTS AND EXPENSES:
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||||
Cost of products sold
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5,988
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5,050
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||
Operating expenses
|
604
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|
|
492
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||
Depreciation, depletion and amortization
|
603
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|
560
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||
Selling, general and administrative
|
112
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110
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||
Total costs and expenses
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7,307
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6,212
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||
OPERATING INCOME
|
973
|
|
|
683
|
|
||
OTHER INCOME (EXPENSE):
|
|
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|
||||
Interest expense, net
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(346
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)
|
|
(332
|
)
|
||
Equity in earnings (losses) of unconsolidated affiliates
|
(72
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)
|
|
73
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|
||
Gain on Sunoco LP common unit repurchase
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172
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|
|
—
|
|
||
Gains on interest rate derivatives
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52
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5
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||
Other, net
|
60
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19
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|
||
INCOME BEFORE INCOME TAX EXPENSE (BENEFIT)
|
839
|
|
|
448
|
|
||
Income tax expense (benefit)
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(40
|
)
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|
55
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|
||
NET INCOME
|
879
|
|
|
393
|
|
||
Less: Net income attributable to noncontrolling interest
|
164
|
|
|
62
|
|
||
NET INCOME ATTRIBUTABLE TO PARTNERS
|
715
|
|
|
331
|
|
||
General Partner’s interest in net income
|
402
|
|
|
206
|
|
||
Series A Preferred Unitholders’ interest in net income
|
15
|
|
|
—
|
|
||
Series B Preferred Unitholders’ interest in net income
|
9
|
|
|
—
|
|
||
Class H Unitholder’s interest in net income
|
—
|
|
|
93
|
|
||
Common Unitholders’ interest in net income
|
$
|
289
|
|
|
$
|
32
|
|
NET INCOME PER COMMON UNIT:
|
|
|
|
||||
Basic
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$
|
0.24
|
|
|
$
|
0.03
|
|
Diluted
|
$
|
0.24
|
|
|
$
|
0.03
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017*
|
||||
Net income
|
$
|
879
|
|
|
$
|
393
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Change in value of available-for-sale securities
|
(2
|
)
|
|
2
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|
||
Actuarial loss relating to pension and other postretirement benefit plans
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(2
|
)
|
|
(2
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)
|
||
Change in other comprehensive income from unconsolidated affiliates
|
5
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|
|
—
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||
|
1
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|
|
—
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|
||
Comprehensive income
|
880
|
|
|
393
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|
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Less: Comprehensive income attributable to noncontrolling interest
|
164
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|
|
62
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|
||
Comprehensive income attributable to partners
|
$
|
716
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|
|
$
|
331
|
|
|
Series A Preferred Units
|
|
Series B Preferred Units
|
|
Common Units
|
|
General Partner
|
|
Accumulated Other Comprehensive Income
|
|
Noncontrolling Interest
|
|
Total
|
||||||||||||||
Balance, December 31, 2017
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$
|
944
|
|
|
$
|
547
|
|
|
$
|
26,531
|
|
|
$
|
244
|
|
|
$
|
3
|
|
|
$
|
5,882
|
|
|
$
|
34,151
|
|
Distributions to partners
|
(15
|
)
|
|
(9
|
)
|
|
(657
|
)
|
|
(264
|
)
|
|
—
|
|
|
—
|
|
|
(945
|
)
|
|||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(183
|
)
|
|
(183
|
)
|
|||||||
Units issued for cash
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||||
Capital contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
229
|
|
|
229
|
|
|||||||
Repurchases of common units
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
Other, net
|
(1
|
)
|
|
(1
|
)
|
|
(16
|
)
|
|
(17
|
)
|
|
(2
|
)
|
|
(6
|
)
|
|
(43
|
)
|
|||||||
Net income
|
15
|
|
|
9
|
|
|
289
|
|
|
402
|
|
|
—
|
|
|
164
|
|
|
879
|
|
|||||||
Balance, March 31, 2018
|
$
|
943
|
|
|
$
|
546
|
|
|
$
|
26,143
|
|
|
$
|
365
|
|
|
$
|
2
|
|
|
$
|
6,086
|
|
|
$
|
34,085
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017*
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
879
|
|
|
$
|
393
|
|
Reconciliation of net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
603
|
|
|
560
|
|
||
Deferred income taxes
|
(40
|
)
|
|
54
|
|
||
Non-cash compensation expense
|
20
|
|
|
23
|
|
||
Gain on Sunoco LP common unit repurchase
|
(172
|
)
|
|
—
|
|
||
Distributions on unvested awards
|
(8
|
)
|
|
(8
|
)
|
||
Equity in (earnings) losses of unconsolidated affiliates
|
72
|
|
|
(73
|
)
|
||
Distributions from unconsolidated affiliates
|
106
|
|
|
82
|
|
||
Other non-cash
|
(78
|
)
|
|
(53
|
)
|
||
Net change in operating assets and liabilities, net of effects of acquisitions
|
392
|
|
|
(46
|
)
|
||
Net cash provided by operating activities
|
1,774
|
|
|
932
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Cash proceeds from Bakken Pipeline Transaction
|
—
|
|
|
2,000
|
|
||
Cash proceeds from Sunoco LP common unit repurchase
|
540
|
|
|
—
|
|
||
Cash paid for acquisition of PennTex noncontrolling interest
|
—
|
|
|
(280
|
)
|
||
Cash paid for all other acquisitions
|
(4
|
)
|
|
(38
|
)
|
||
Capital expenditures, excluding allowance for equity funds used during construction
|
(1,718
|
)
|
|
(1,384
|
)
|
||
Contributions in aid of construction costs
|
20
|
|
|
6
|
|
||
Contributions to unconsolidated affiliates
|
(8
|
)
|
|
(111
|
)
|
||
Distributions from unconsolidated affiliates in excess of cumulative earnings
|
27
|
|
|
90
|
|
||
Other
|
—
|
|
|
(3
|
)
|
||
Net cash (used in) provided by investing activities
|
(1,143
|
)
|
|
280
|
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Proceeds from borrowings
|
3,959
|
|
|
6,366
|
|
||
Repayments of long-term debt
|
(3,545
|
)
|
|
(7,216
|
)
|
||
Cash received from (paid to) affiliate notes
|
2
|
|
|
(250
|
)
|
||
Units issued for cash
|
20
|
|
|
826
|
|
||
Capital contributions from noncontrolling interest
|
229
|
|
|
106
|
|
||
Distributions to partners
|
(945
|
)
|
|
(896
|
)
|
||
Distributions to noncontrolling interest
|
(183
|
)
|
|
(148
|
)
|
||
Repurchases of common units
|
(24
|
)
|
|
—
|
|
||
Redemption of Legacy ETP Preferred Units
|
—
|
|
|
(53
|
)
|
||
Debt issuance costs
|
—
|
|
|
(19
|
)
|
||
Other
|
(4
|
)
|
|
3
|
|
||
Net cash used in financing activities
|
(491
|
)
|
|
(1,281
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
140
|
|
|
(69
|
)
|
||
Cash and cash equivalents, beginning of period
|
306
|
|
|
360
|
|
||
Cash and cash equivalents, end of period
|
$
|
446
|
|
|
$
|
291
|
|
1.
|
ORGANIZATION AND BASIS OF PRESENTATION
|
•
|
ETC OLP, Regency and PennTex, which are primarily engaged in midstream and intrastate transportation and storage natural gas operations. ETC OLP and Regency own and operate, through their wholly and majority-owned subsidiaries, natural gas gathering systems, intrastate natural gas pipeline systems and gas processing plants and are engaged in the business of purchasing, gathering, transporting, processing, and marketing natural gas and NGLs in the states of Texas, Louisiana, New Mexico, West Virginia, Colorado and Ohio.
|
•
|
Energy Transfer Interstate Holdings, LLC, (“ETIH”) with revenues consisting primarily of fees earned from natural gas transportation services and operational gas sales, which is the parent company of:
|
•
|
Transwestern, engaged in interstate transportation of natural gas. Transwestern’s revenues consist primarily of fees earned from natural gas transportation services and operational gas sales.
|
•
|
ETC Fayetteville Express Pipeline, LLC, which directly owns a
50%
interest in FEP, which owns
100%
of the Fayetteville Express interstate natural gas pipeline.
|
•
|
ETC Tiger Pipeline, LLC, engaged in interstate transportation of natural gas.
|
•
|
CrossCountry, which indirectly owns a
50%
interest in Citrus, which owns
100%
of the FGT interstate natural gas pipeline.
|
•
|
ETC Midcontinent Express Pipeline, L.L.C., which directly owns a
50%
interest in MEP.
|
•
|
ET Rover Pipeline, LLC, which ETIH directly owns a
50.1%
interest in, which owns a
65%
interest in the Rover pipeline.
|
•
|
ETC Compression, LLC, engaged in natural gas compression services and related equipment sales. As discussed further in
Note 2
below, in April 2018, we contributed certain assets to USAC.
|
•
|
ETP Holdco, which indirectly owns Panhandle and Sunoco, Inc. Panhandle owns and operates assets in the regulated and unregulated natural gas industry and is primarily engaged in the transportation and storage of natural gas in the United States. Sunoco Inc.’s assets primarily consist of its ownership in Retail Holdings, which owns noncontrolling interests in Sunoco LP and PES. ETP Holdco also holds an equity method investment in ETP through its ownership of ETP Class E, Class G, and Class K units, which investment is eliminated in ETP’s consolidated financial statements.
|
•
|
Sunoco Logistics Partners Operations L.P., which owns and operates a logistics business, consisting of a geographically diverse portfolio of complementary pipeline, terminalling, and acquisition and marketing assets, which are used to facilitate the purchase and sale of crude oil, NGLs and refined products.
|
|
Three Months Ended March 31, 2017
|
||||||||||
|
As Originally Reported*
|
|
Effect of Change
|
|
As Adjusted
|
||||||
Consolidated Statement of Operations and Comprehensive Income:
|
|
|
|
|
|
||||||
Cost of products sold
|
$
|
5,079
|
|
|
$
|
(29
|
)
|
|
$
|
5,050
|
|
Operating income
|
654
|
|
|
29
|
|
|
683
|
|
|||
Income before income tax expense
|
419
|
|
|
29
|
|
|
448
|
|
|||
Net income
|
364
|
|
|
29
|
|
|
393
|
|
|||
Net income attributable to partners
|
324
|
|
|
7
|
|
|
331
|
|
|||
Net income per common unit – basic
|
0.02
|
|
|
0.01
|
|
|
0.03
|
|
|||
Net income per common unit – diluted
|
0.02
|
|
|
0.01
|
|
|
0.03
|
|
|||
Comprehensive income
|
364
|
|
|
29
|
|
|
393
|
|
|||
Comprehensive income attributable to partners
|
324
|
|
|
7
|
|
|
331
|
|
|||
|
|
|
|
|
|
||||||
Consolidated Statements of Cash Flows:
|
|
|
|
|
|
||||||
Net income
|
364
|
|
|
29
|
|
|
393
|
|
|||
Inventory valuation adjustments
|
(2
|
)
|
|
2
|
|
|
—
|
|
|||
Net change in operating assets and liabilities (change in inventories)
|
(15
|
)
|
|
(31
|
)
|
|
(46
|
)
|
|
Three Months Ended March 31, 2018
|
||||||||||
|
As Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Change: Higher/(Lower)
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Natural gas sales
|
$
|
1,062
|
|
|
$
|
1,062
|
|
|
$
|
—
|
|
NGL sales
|
2,030
|
|
|
2,019
|
|
|
11
|
|
|||
Crude sales
|
3,254
|
|
|
3,254
|
|
|
—
|
|
|||
Gathering, transportation and other fees
|
1,397
|
|
|
1,584
|
|
|
(187
|
)
|
|||
Refined product sales
|
439
|
|
|
439
|
|
|
—
|
|
|||
Other
|
98
|
|
|
98
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of products sold
|
5,988
|
|
|
6,175
|
|
|
(187
|
)
|
|||
Operating expenses
|
604
|
|
|
593
|
|
|
11
|
|
2.
|
ACQUISITIONS AND OTHER INVESTING TRANSACTIONS
|
3.
|
CASH AND CASH EQUIVALENTS
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017*
|
||||
Accounts receivable
|
$
|
817
|
|
|
$
|
(23
|
)
|
Accounts receivable from related companies
|
122
|
|
|
(44
|
)
|
||
Inventories
|
169
|
|
|
137
|
|
||
Other current assets
|
(48
|
)
|
|
43
|
|
||
Other non-current assets, net
|
(3
|
)
|
|
(18
|
)
|
||
Accounts payable
|
(667
|
)
|
|
(88
|
)
|
||
Accounts payable to related companies
|
(111
|
)
|
|
120
|
|
||
Accrued and other current liabilities
|
106
|
|
|
(139
|
)
|
||
Other non-current liabilities
|
16
|
|
|
(2
|
)
|
||
Derivative assets and liabilities, net
|
(9
|
)
|
|
(32
|
)
|
||
Net change in operating assets and liabilities, net of effects of acquisitions
|
$
|
392
|
|
|
$
|
(46
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
1,010
|
|
|
$
|
832
|
|
NON-CASH FINANCING ACTIVITIES:
|
|
|
|
||||
Contribution of property, plant and equipment from noncontrolling interest
|
$
|
—
|
|
|
$
|
988
|
|
4.
|
INVENTORIES
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Natural gas, NGLs, and refined products
|
$
|
419
|
|
|
$
|
733
|
|
Crude oil
|
701
|
|
|
551
|
|
||
Spare parts and other
|
301
|
|
|
305
|
|
||
Total inventories
|
$
|
1,421
|
|
|
$
|
1,589
|
|
5.
|
FAIR VALUE MEASURES
|
|
|
|
Fair Value Measurements at
March 31, 2018 |
||||||||
|
Fair Value Total
|
|
Level 1
|
|
Level 2
|
||||||
Assets:
|
|
|
|
|
|
||||||
Commodity derivatives:
|
|
|
|
|
|
||||||
Natural Gas:
|
|
|
|
|
|
||||||
Basis Swaps IFERC/NYMEX
|
$
|
35
|
|
|
$
|
35
|
|
|
$
|
—
|
|
Swing Swaps IFERC
|
1
|
|
|
—
|
|
|
1
|
|
|||
Fixed Swaps/Futures
|
14
|
|
|
14
|
|
|
—
|
|
|||
Forward Physical Contracts
|
7
|
|
|
—
|
|
|
7
|
|
|||
Power:
|
|
|
|
|
|
||||||
Forwards
|
78
|
|
|
—
|
|
|
78
|
|
|||
Options – Puts
|
1
|
|
|
1
|
|
|
—
|
|
|||
Options – Calls
|
1
|
|
|
1
|
|
|
—
|
|
|||
Natural Gas Liquids – Forwards/Swaps
|
115
|
|
|
115
|
|
|
—
|
|
|||
Total commodity derivatives
|
252
|
|
|
166
|
|
|
86
|
|
|||
Other non-current assets
|
21
|
|
|
14
|
|
|
7
|
|
|||
Total assets
|
$
|
273
|
|
|
$
|
180
|
|
|
$
|
93
|
|
Liabilities:
|
|
|
|
|
|
||||||
Interest rate derivatives
|
$
|
(167
|
)
|
|
$
|
—
|
|
|
$
|
(167
|
)
|
Commodity derivatives:
|
|
|
|
|
|
||||||
Natural Gas:
|
|
|
|
|
|
||||||
Basis Swaps IFERC/NYMEX
|
(81
|
)
|
|
(81
|
)
|
|
—
|
|
|||
Swing Swaps IFERC
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Fixed Swaps/Futures
|
(13
|
)
|
|
(13
|
)
|
|
—
|
|
|||
Options – Calls
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Forward Physical Contracts
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||
Power – Forwards
|
(72
|
)
|
|
—
|
|
|
(72
|
)
|
|||
Natural Gas Liquids – Forwards/Swaps
|
(169
|
)
|
|
(169
|
)
|
|
—
|
|
|||
Refined Products – Futures
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|||
Total commodity derivatives
|
(346
|
)
|
|
(267
|
)
|
|
(79
|
)
|
|||
Total liabilities
|
$
|
(513
|
)
|
|
$
|
(267
|
)
|
|
$
|
(246
|
)
|
|
|
|
Fair Value Measurements at
December 31, 2017 |
||||||||
|
Fair Value Total
|
|
Level 1
|
|
Level 2
|
||||||
Assets:
|
|
|
|
|
|
||||||
Commodity derivatives:
|
|
|
|
|
|
||||||
Natural Gas:
|
|
|
|
|
|
||||||
Basis Swaps IFERC/NYMEX
|
$
|
11
|
|
|
$
|
11
|
|
|
$
|
—
|
|
Swing Swaps IFERC
|
13
|
|
|
—
|
|
|
13
|
|
|||
Fixed Swaps/Futures
|
70
|
|
|
70
|
|
|
—
|
|
|||
Forward Physical Swaps
|
8
|
|
|
—
|
|
|
8
|
|
|||
Power – Forwards
|
23
|
|
|
—
|
|
|
23
|
|
|||
Natural Gas Liquids – Forwards/Swaps
|
193
|
|
|
193
|
|
|
—
|
|
|||
Crude – Futures
|
2
|
|
|
2
|
|
|
—
|
|
|||
Total commodity derivatives
|
320
|
|
|
276
|
|
|
44
|
|
|||
Other non-current assets
|
21
|
|
|
14
|
|
|
7
|
|
|||
Total assets
|
$
|
341
|
|
|
$
|
290
|
|
|
$
|
51
|
|
Liabilities:
|
|
|
|
|
|
||||||
Interest rate derivatives
|
$
|
(219
|
)
|
|
$
|
—
|
|
|
$
|
(219
|
)
|
Commodity derivatives:
|
|
|
|
|
|
||||||
Natural Gas:
|
|
|
|
|
|
||||||
Basis Swaps IFERC/NYMEX
|
(24
|
)
|
|
(24
|
)
|
|
—
|
|
|||
Swing Swaps IFERC
|
(15
|
)
|
|
(1
|
)
|
|
(14
|
)
|
|||
Fixed Swaps/Futures
|
(57
|
)
|
|
(57
|
)
|
|
—
|
|
|||
Forward Physical Swaps
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Power – Forwards
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
|||
Natural Gas Liquids – Forwards/Swaps
|
(192
|
)
|
|
(192
|
)
|
|
—
|
|
|||
Refined Products – Futures
|
(25
|
)
|
|
(25
|
)
|
|
—
|
|
|||
Crude – Futures
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Total commodity derivatives
|
(338
|
)
|
|
(300
|
)
|
|
(38
|
)
|
|||
Total liabilities
|
$
|
(557
|
)
|
|
$
|
(300
|
)
|
|
$
|
(257
|
)
|
6.
|
NET INCOME PER LIMITED PARTNER UNIT
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017*
|
||||
Net income
|
$
|
879
|
|
|
$
|
393
|
|
Less: Income attributable to noncontrolling interest
|
164
|
|
|
62
|
|
||
Net income, net of noncontrolling interest
|
715
|
|
|
331
|
|
||
General Partner’s interest in net income
|
402
|
|
|
206
|
|
||
Series A Preferred Unitholders’ interest in net income
|
15
|
|
|
—
|
|
||
Series B Preferred Unitholders’ interest in net income
|
9
|
|
|
—
|
|
||
Class H Unitholder’s interest in net income
|
—
|
|
|
93
|
|
||
Common Unitholders’ interest in net income
|
289
|
|
|
32
|
|
||
Additional earnings allocated to General Partner
|
(2
|
)
|
|
(3
|
)
|
||
Distributions on employee unit awards, net of allocation to General Partner
|
(8
|
)
|
|
(7
|
)
|
||
Net income available to Common Unitholders
|
$
|
279
|
|
|
$
|
22
|
|
Weighted average Common Units – basic
|
1,163.8
|
|
|
822.3
|
|
||
Basic net income per Common Unit
|
$
|
0.24
|
|
|
$
|
0.03
|
|
|
|
|
|
||||
Dilutive effect of unvested employee unit awards
|
4.0
|
|
|
2.2
|
|
||
Weighted average Common Units – diluted
|
1,167.8
|
|
|
824.5
|
|
||
Diluted net income per Common Unit
|
$
|
0.24
|
|
|
$
|
0.03
|
|
7.
|
DEBT OBLIGATIONS
|
8.
|
EQUITY
|
|
|
Number of Units
|
|
Number of common units at December 31, 2017
|
|
1,164.1
|
|
Common units issued in connection with the distribution reinvestment plan
|
|
1.1
|
|
Repurchases of common units in open-market transactions
|
|
(1.2
|
)
|
Number of common units at March 31, 2018
|
|
1,164.0
|
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
December 31, 2017
|
|
February 8, 2018
|
|
February 14, 2018
|
|
$
|
0.5650
|
|
March 31, 2018
|
|
May 7, 2018
|
|
May 15, 2018
|
|
0.5650
|
|
|
|
Total Year
|
||
2018 (remainder)
|
|
$
|
111
|
|
2019
|
|
128
|
|
|
Each year beyond 2019
|
|
33
|
|
|
|
|
|
|
|
Distribution per Preferred Unit
|
||||||
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Series A
|
|
Series B
|
||||
December 31, 2017
|
|
February 1, 2018
|
|
February 15, 2018
|
|
$
|
15.451
|
|
|
$
|
16.378
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Available-for-sale securities
(1)
|
$
|
4
|
|
|
$
|
8
|
|
Foreign currency translation adjustment
|
(5
|
)
|
|
(5
|
)
|
||
Actuarial loss related to pensions and other postretirement benefits
|
(7
|
)
|
|
(5
|
)
|
||
Investments in unconsolidated affiliates, net
|
10
|
|
|
5
|
|
||
Total AOCI, net of tax
|
$
|
2
|
|
|
$
|
3
|
|
(1)
|
Effective January 1, 2018, the Partnership adopted Accounting Standards Update No. 2016-01,
Recognition and Measurement of Financial Assets and Financial Liabilities
, which resulted in the reclassification of
$2 million
from accumulated other comprehensive income related to available-for-sale securities to common unitholders.
|
9.
|
INCOME TAXES
|
10.
|
REGULATORY MATTERS, COMMITMENTS, CONTINGENCIES AND ENVIRONMENTAL LIABILITIES
|
•
|
$1.00 billion
aggregate principal amount of
4.875%
senior notes due 2023;
|
•
|
$800 million
aggregate principal amount of
5.50%
senior notes due 2026; and
|
•
|
$400 million
aggregate principal amount of
5.875%
senior notes due 2028.
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Rental expense
|
$
|
25
|
|
|
$
|
20
|
|
•
|
certain of our interstate pipelines conduct soil and groundwater remediation related to contamination from past uses of PCBs. PCB assessments are ongoing and, in some cases, our subsidiaries could potentially be held responsible for contamination caused by other parties.
|
•
|
certain gathering and processing systems are responsible for soil and groundwater remediation related to releases of hydrocarbons.
|
•
|
legacy sites related to Sunoco, Inc. that are subject to environmental assessments, including formerly owned terminals and other logistics assets, retail sites that Sunoco, Inc. no longer operates, closed and/or sold refineries and other formerly owned sites.
|
•
|
Sunoco, Inc. is potentially subject to joint and several liability for the costs of remediation at sites at which it has been identified as a potentially responsible party (“PRP”). As of
March 31, 2018
,
Sunoco, Inc. had been named as a PRP at approximately
50
identified or potentially identifiable “Superfund” sites under federal and/or comparable state law. Sunoco, Inc. is usually one of a number of companies identified as a PRP at a site. Sunoco, Inc. has reviewed the nature and extent of its involvement at each site and other relevant circumstances and, based upon Sunoco, Inc.’s purported nexus to the sites, believes that its potential liability associated with such sites will not be significant.
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Current
|
$
|
43
|
|
|
$
|
36
|
|
Non-current
|
302
|
|
|
314
|
|
||
Total environmental liabilities
|
$
|
345
|
|
|
$
|
350
|
|
11.
|
REVENUE
|
•
|
intrastate transportation and storage
;
|
•
|
interstate transportation and storage
;
|
•
|
midstream
;
|
•
|
NGL and refined products transportation and services
;
|
•
|
crude oil transportation and services
; and
|
•
|
all other
.
|
•
|
In-Kind POP:
We retain our POP percentage (non-cash consideration) and also any additional cash fees in exchange for providing the services. We recognize revenue for the non-cash consideration and cash fees at the time the services are performed.
|
•
|
Mixed POP:
We purchase NGLs from the producer and retain a portion of the residue gas as non-cash consideration for services provided. We may also receive cash fees for such services. Under Topic 606, these agreements were determined to be hybrid agreements which were partially supply agreements (for the NGLs we purchased) and customer agreements (for the services provided related to the product that was returned to the customer). Given that these are hybrid agreements, we split the cash and non-cash consideration between revenue and a reduction of costs based on the value of the service provided vs. the value of the supply received.
|
|
|
2018 (remainder)
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||
Revenue expected to be recognized on contracts with customers existing as of March 31, 2018
|
|
$
|
3,430
|
|
|
$
|
4,596
|
|
|
$
|
4,116
|
|
|
$
|
23,520
|
|
|
$
|
35,662
|
|
•
|
Right to invoice:
The Partnership elected to utilize an output method to recognize revenue that is based on the amount to which the Partnership has a right to invoice a customer for services performed to date, if that amount corresponds directly with the value provided to the customer for the related performance or its obligation completed to date. As such, the Partnership recognized revenue in the amount to which it had the right to invoice customers.
|
•
|
Significant financing component:
The Partnership elected not to adjust the promised amount of consideration for the effects of significant financing component if the Partnership expects, at contract inception, that the period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will be one year or less.
|
•
|
Unearned variable consideration:
The Partnership elected to only disclose the unearned fixed consideration associated with unsatisfied performance obligations related to our various customer contracts which contain both fixed and variable components.
|
12.
|
DERIVATIVE ASSETS AND LIABILITIES
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||
|
Notional Volume
|
|
Maturity
|
|
Notional Volume
|
|
Maturity
|
||
Mark-to-Market Derivatives
|
|
|
|
|
|
|
|
||
(Trading)
|
|
|
|
|
|
|
|
||
Natural Gas (BBtu):
|
|
|
|
|
|
|
|
||
Fixed Swaps/Futures
|
1,008
|
|
|
2018
|
|
1,078
|
|
|
2018
|
Basis Swaps IFERC/NYMEX
(1)
|
82,493
|
|
|
2018-2020
|
|
48,510
|
|
|
2018-2020
|
Options – Puts
|
13,000
|
|
|
2018
|
|
13,000
|
|
|
2018
|
Options – Calls
|
460
|
|
|
2018
|
|
—
|
|
|
—
|
Power (Megawatt):
|
|
|
|
|
|
|
|
||
Forwards
|
236,680
|
|
|
2018-2019
|
|
435,960
|
|
|
2018-2019
|
Futures
|
126,200
|
|
|
2018
|
|
(25,760
|
)
|
|
2018
|
Options – Puts
|
238,400
|
|
|
2018
|
|
(153,600
|
)
|
|
2018
|
Options – Calls
|
349,600
|
|
|
2018
|
|
137,600
|
|
|
2018
|
(Non-Trading)
|
|
|
|
|
|
|
|
||
Natural Gas (BBtu):
|
|
|
|
|
|
|
|
||
Basis Swaps IFERC/NYMEX
|
9,750
|
|
|
2018-2020
|
|
4,650
|
|
|
2018-2020
|
Swing Swaps IFERC
|
(24,825
|
)
|
|
2018-2019
|
|
87,253
|
|
|
2018-2019
|
Fixed Swaps/Futures
|
(4,620
|
)
|
|
2018-2019
|
|
(4,700
|
)
|
|
2018-2019
|
Forward Physical Contracts
|
(224,178
|
)
|
|
2018-2020
|
|
(145,105
|
)
|
|
2018-2020
|
Natural Gas Liquid/Crude (MBbls) – Forwards/Swaps
|
38,875
|
|
|
2018-2019
|
|
6,679
|
|
|
2018-2019
|
Refined Products (MBbls) – Futures
|
(1,219
|
)
|
|
2018-2019
|
|
(3,783
|
)
|
|
2018-2019
|
Fair Value Hedging Derivatives
|
|
|
|
|
|
|
|
||
(Non-Trading)
|
|
|
|
|
|
|
|
||
Natural Gas (BBtu):
|
|
|
|
|
|
|
|
||
Basis Swaps IFERC/NYMEX
|
(18,685
|
)
|
|
2018
|
|
(39,770
|
)
|
|
2018
|
Fixed Swaps/Futures
|
(18,685
|
)
|
|
2018
|
|
(39,770
|
)
|
|
2018
|
Hedged Item – Inventory
|
18,685
|
|
|
2018
|
|
39,770
|
|
|
2018
|
(1)
|
Includes aggregate amounts for open positions related to Houston Ship Channel, Waha Hub, NGPL TexOk, West Louisiana Zone and Henry Hub locations.
|
Term
|
|
Type
(1)
|
|
Notional Amount Outstanding
|
||||||
March 31, 2018
|
|
December 31, 2017
|
||||||||
July 2018
(2)
|
|
Forward-starting to pay a fixed rate of 3.76% and receive a floating rate
|
|
$
|
300
|
|
|
$
|
300
|
|
July 2019
(2)
|
|
Forward-starting to pay a fixed rate of 3.64% and receive a floating rate
|
|
300
|
|
|
300
|
|
||
July 2020
(2)
|
|
Forward-starting to pay a fixed rate of 3.52% and receive a floating rate
|
|
400
|
|
|
400
|
|
||
December 2018
|
|
Pay a floating rate based on a 3-month LIBOR and receive a fixed rate of 1.53%
|
|
1,200
|
|
|
1,200
|
|
||
March 2019
|
|
Pay a floating rate based on a 3-month LIBOR and receive a fixed rate of 1.42%
|
|
300
|
|
|
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
|
||||||||||||||
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
|
|
March 31, 2018
|
|
December 31, 2017
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives (margin deposits)
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives (margin deposits)
|
|
166
|
|
|
262
|
|
|
(206
|
)
|
|
(281
|
)
|
||||
Commodity derivatives
|
|
86
|
|
|
44
|
|
|
(140
|
)
|
|
(55
|
)
|
||||
Interest rate derivatives
|
|
—
|
|
|
—
|
|
|
(167
|
)
|
|
(219
|
)
|
||||
|
|
252
|
|
|
306
|
|
|
(513
|
)
|
|
(555
|
)
|
||||
Total derivatives
|
|
$
|
252
|
|
|
$
|
320
|
|
|
$
|
(513
|
)
|
|
$
|
(557
|
)
|
|
Location of Gain/(Loss) Recognized in Income on Derivatives
|
|
Amount of Gain/(Loss) Recognized in Income Representing Hedge Ineffectiveness and Amount Excluded from the Assessment of Effectiveness
|
||||||
|
|
|
Three Months Ended
March 31, |
||||||
|
|
|
2018
|
|
2017
|
||||
Derivatives in fair value hedging relationships (including hedged item):
|
|
|
|
|
|
||||
Commodity derivatives
|
Cost of products sold
|
|
$
|
3
|
|
|
$
|
(4
|
)
|
|
Location of Gain/(Loss) Recognized in Income on Derivatives
|
|
Amount of Gain/(Loss) Recognized in Income on Derivatives
|
||||||
|
|
|
Three Months Ended
March 31, |
||||||
|
|
|
2018
|
|
2017
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Commodity derivatives – Trading
|
Cost of products sold
|
|
$
|
17
|
|
|
$
|
11
|
|
Commodity derivatives – Non-trading
|
Cost of products sold
|
|
(73
|
)
|
|
(10
|
)
|
||
Interest rate derivatives
|
Gains on interest rate derivatives
|
|
52
|
|
|
5
|
|
||
Embedded derivatives
|
Other, net
|
|
—
|
|
|
1
|
|
||
Total
|
|
|
$
|
(4
|
)
|
|
$
|
7
|
|
13.
|
RELATED PARTY TRANSACTIONS
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Affiliated revenues
|
$
|
286
|
|
|
$
|
118
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Accounts receivable from related companies:
|
|
|
|
||||
Sunoco LP
|
$
|
209
|
|
|
$
|
219
|
|
FGT
|
24
|
|
|
11
|
|
||
Other
|
107
|
|
|
88
|
|
||
Total accounts receivable from related companies:
|
$
|
340
|
|
|
$
|
318
|
|
|
|
|
|
||||
Accounts payable to related companies:
|
|
|
|
||||
Sunoco LP
|
$
|
194
|
|
|
$
|
195
|
|
Other
|
50
|
|
|
14
|
|
||
Total accounts payable to related companies:
|
$
|
244
|
|
|
$
|
209
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Long-term notes receivable from related company:
|
|
|
|
||||
Sunoco LP
|
$
|
83
|
|
|
$
|
85
|
|
14.
|
REPORTABLE SEGMENTS
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Revenues:
|
|
|
|
||||
Intrastate transportation and storage:
|
|
|
|
||||
Revenues from external customers
|
$
|
817
|
|
|
$
|
768
|
|
Intersegment revenues
|
58
|
|
|
48
|
|
||
|
875
|
|
|
816
|
|
||
Interstate transportation and storage:
|
|
|
|
||||
Revenues from external customers
|
313
|
|
|
231
|
|
||
Intersegment revenues
|
3
|
|
|
4
|
|
||
|
316
|
|
|
235
|
|
||
Midstream:
|
|
|
|
||||
Revenues from external customers
|
440
|
|
|
565
|
|
||
Intersegment revenues
|
1,174
|
|
|
1,072
|
|
||
|
1,614
|
|
|
1,637
|
|
||
NGL and refined products transportation and services:
|
|
|
|
||||
Revenues from external customers
|
2,458
|
|
|
2,118
|
|
||
Intersegment revenues
|
88
|
|
|
148
|
|
||
|
2,546
|
|
|
2,266
|
|
||
Crude oil transportation and services:
|
|
|
|
||||
Revenues from external customers
|
3,731
|
|
|
2,575
|
|
||
Intersegment revenues
|
14
|
|
|
—
|
|
||
|
3,745
|
|
|
2,575
|
|
||
All other:
|
|
|
|
||||
Revenues from external customers
|
521
|
|
|
638
|
|
||
Intersegment revenues
|
50
|
|
|
132
|
|
||
|
571
|
|
|
770
|
|
||
Eliminations
|
(1,387
|
)
|
|
(1,404
|
)
|
||
Total revenues
|
$
|
8,280
|
|
|
$
|
6,895
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017*
|
||||
Segment Adjusted EBITDA:
|
|
|
|
||||
Intrastate transportation and storage
|
$
|
192
|
|
|
$
|
169
|
|
Interstate transportation and storage
|
323
|
|
|
265
|
|
||
Midstream
|
377
|
|
|
320
|
|
||
NGL and refined products transportation and services
|
451
|
|
|
381
|
|
||
Crude oil transportation and services
|
464
|
|
|
187
|
|
||
All other
|
74
|
|
|
123
|
|
||
Total
|
1,881
|
|
|
1,445
|
|
||
Depreciation, depletion and amortization
|
(603
|
)
|
|
(560
|
)
|
||
Interest expense, net
|
(346
|
)
|
|
(332
|
)
|
||
Gain on Sunoco LP common unit repurchase
|
172
|
|
|
—
|
|
||
Gains on interest rate derivatives
|
52
|
|
|
5
|
|
||
Non-cash compensation expense
|
(20
|
)
|
|
(23
|
)
|
||
Unrealized gains (losses) on commodity risk management activities
|
(87
|
)
|
|
64
|
|
||
Adjusted EBITDA related to unconsolidated affiliates
|
(185
|
)
|
|
(239
|
)
|
||
Equity in earnings (losses) of unconsolidated affiliates
|
(72
|
)
|
|
73
|
|
||
Other, net
|
47
|
|
|
15
|
|
||
Income before income tax (expense) benefit
|
$
|
839
|
|
|
$
|
448
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Assets:
|
|
|
|
||||
Intrastate transportation and storage
|
$
|
5,008
|
|
|
$
|
5,020
|
|
Interstate transportation and storage
|
13,730
|
|
|
13,518
|
|
||
Midstream
|
20,199
|
|
|
20,004
|
|
||
NGL and refined products transportation and services
|
17,285
|
|
|
17,600
|
|
||
Crude oil transportation and services
|
17,401
|
|
|
17,736
|
|
||
All other
|
3,872
|
|
|
4,087
|
|
||
Total assets
|
$
|
77,495
|
|
|
$
|
77,965
|
|
15.
|
CONSOLIDATING GUARANTOR FINANCIAL INFORMATION
|
|
March 31, 2018
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Partnership
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
446
|
|
|
$
|
—
|
|
|
$
|
446
|
|
All other current assets
|
33
|
|
|
57
|
|
|
5,526
|
|
|
(314
|
)
|
|
5,302
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
59,373
|
|
|
—
|
|
|
59,373
|
|
|||||
Investments in unconsolidated affiliates
|
48,973
|
|
|
11,957
|
|
|
3,258
|
|
|
(60,930
|
)
|
|
3,258
|
|
|||||
All other assets
|
7
|
|
|
—
|
|
|
9,109
|
|
|
—
|
|
|
9,116
|
|
|||||
Total assets
|
$
|
49,013
|
|
|
$
|
12,014
|
|
|
$
|
77,712
|
|
|
$
|
(61,244
|
)
|
|
$
|
77,495
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
$
|
(1,113
|
)
|
|
$
|
(3,665
|
)
|
|
$
|
11,315
|
|
|
$
|
(314
|
)
|
|
$
|
6,223
|
|
Non-current liabilities
|
22,124
|
|
|
7,607
|
|
|
7,456
|
|
|
—
|
|
|
37,187
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
6,086
|
|
|
—
|
|
|
6,086
|
|
|||||
Total partners’ capital
|
28,002
|
|
|
8,072
|
|
|
52,855
|
|
|
(60,930
|
)
|
|
27,999
|
|
|||||
Total liabilities and equity
|
$
|
49,013
|
|
|
$
|
12,014
|
|
|
$
|
77,712
|
|
|
$
|
(61,244
|
)
|
|
$
|
77,495
|
|
|
December 31, 2017
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Partnership
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
309
|
|
|
$
|
—
|
|
|
$
|
306
|
|
All other current assets
|
—
|
|
|
159
|
|
|
6,063
|
|
|
—
|
|
|
6,222
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
58,437
|
|
|
—
|
|
|
58,437
|
|
|||||
Investments in unconsolidated affiliates
|
48,378
|
|
|
11,648
|
|
|
3,816
|
|
|
(60,026
|
)
|
|
3,816
|
|
|||||
All other assets
|
—
|
|
|
—
|
|
|
9,184
|
|
|
—
|
|
|
9,184
|
|
|||||
Total assets
|
$
|
48,378
|
|
|
$
|
11,804
|
|
|
$
|
77,809
|
|
|
$
|
(60,026
|
)
|
|
$
|
77,965
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
$
|
(1,496
|
)
|
|
$
|
(3,660
|
)
|
|
$
|
12,150
|
|
|
$
|
—
|
|
|
$
|
6,994
|
|
Non-current liabilities
|
21,604
|
|
|
7,607
|
|
|
7,609
|
|
|
—
|
|
|
36,820
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
5,882
|
|
|
—
|
|
|
5,882
|
|
|||||
Total partners’ capital
|
28,270
|
|
|
7,857
|
|
|
52,168
|
|
|
(60,026
|
)
|
|
28,269
|
|
|||||
Total liabilities and equity
|
$
|
48,378
|
|
|
$
|
11,804
|
|
|
$
|
77,809
|
|
|
$
|
(60,026
|
)
|
|
$
|
77,965
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Partnership
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,280
|
|
|
$
|
—
|
|
|
$
|
8,280
|
|
Operating costs, expenses, and other
|
—
|
|
|
—
|
|
|
7,307
|
|
|
—
|
|
|
7,307
|
|
|||||
Operating income
|
—
|
|
|
—
|
|
|
973
|
|
|
—
|
|
|
973
|
|
|||||
Interest expense, net
|
(278
|
)
|
|
(41
|
)
|
|
(27
|
)
|
|
—
|
|
|
(346
|
)
|
|||||
Equity in earnings (losses) of unconsolidated affiliates
|
941
|
|
|
260
|
|
|
(72
|
)
|
|
(1,201
|
)
|
|
(72
|
)
|
|||||
Gain on Sunoco LP common unit repurchase
|
—
|
|
|
—
|
|
|
172
|
|
|
—
|
|
|
172
|
|
|||||
Gains on interest rate derivatives
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|||||
Other, net
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
|||||
Income before income tax benefit
|
715
|
|
|
219
|
|
|
1,106
|
|
|
(1,201
|
)
|
|
839
|
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
|||||
Net income
|
715
|
|
|
219
|
|
|
1,146
|
|
|
(1,201
|
)
|
|
879
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
164
|
|
|
—
|
|
|
164
|
|
|||||
Net income attributable to partners
|
$
|
715
|
|
|
$
|
219
|
|
|
$
|
982
|
|
|
$
|
(1,201
|
)
|
|
$
|
715
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Comprehensive income
|
715
|
|
|
219
|
|
|
1,147
|
|
|
(1,201
|
)
|
|
880
|
|
|||||
Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
164
|
|
|
—
|
|
|
164
|
|
|||||
Comprehensive income attributable to partners
|
$
|
715
|
|
|
$
|
219
|
|
|
$
|
983
|
|
|
$
|
(1,201
|
)
|
|
$
|
716
|
|
|
Three Months Ended March 31, 2017*
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Partnership
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,895
|
|
|
$
|
—
|
|
|
$
|
6,895
|
|
Operating costs, expenses, and other
|
—
|
|
|
—
|
|
|
6,212
|
|
|
—
|
|
|
6,212
|
|
|||||
Operating income
|
—
|
|
|
—
|
|
|
683
|
|
|
—
|
|
|
683
|
|
|||||
Interest expense, net
|
—
|
|
|
(42
|
)
|
|
(290
|
)
|
|
—
|
|
|
(332
|
)
|
|||||
Equity in earnings of unconsolidated affiliates
|
811
|
|
|
628
|
|
|
73
|
|
|
(1,439
|
)
|
|
73
|
|
|||||
Gains on interest rate derivatives
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Other, net
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
|||||
Income before income tax expense
|
811
|
|
|
586
|
|
|
490
|
|
|
(1,439
|
)
|
|
448
|
|
|||||
Income tax expense
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|||||
Net income
|
811
|
|
|
586
|
|
|
435
|
|
|
(1,439
|
)
|
|
393
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
62
|
|
|||||
Net income attributable to partners
|
$
|
811
|
|
|
$
|
586
|
|
|
$
|
373
|
|
|
$
|
(1,439
|
)
|
|
$
|
331
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
811
|
|
|
586
|
|
|
435
|
|
|
(1,439
|
)
|
|
393
|
|
|||||
Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
62
|
|
|||||
Comprehensive income attributable to partners
|
$
|
811
|
|
|
$
|
586
|
|
|
$
|
373
|
|
|
$
|
(1,439
|
)
|
|
$
|
331
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Partnership
|
||||||||||
Cash flows provided by operating activities
|
$
|
1,147
|
|
|
$
|
434
|
|
|
$
|
2,034
|
|
|
$
|
(1,841
|
)
|
|
$
|
1,774
|
|
Cash flows used in investing activities
|
(1,554
|
)
|
|
(431
|
)
|
|
(999
|
)
|
|
1,841
|
|
|
(1,143
|
)
|
|||||
Cash flows provided by (used in) financing activities
|
407
|
|
|
—
|
|
|
(898
|
)
|
|
—
|
|
|
(491
|
)
|
|||||
Change in cash
|
—
|
|
|
3
|
|
|
137
|
|
|
—
|
|
|
140
|
|
|||||
Cash at beginning of period
|
—
|
|
|
(3
|
)
|
|
309
|
|
|
—
|
|
|
306
|
|
|||||
Cash at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
446
|
|
|
$
|
—
|
|
|
$
|
446
|
|
|
Three Months Ended March 31, 2017*
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Partnership
|
||||||||||
Cash flows provided by operating activities
|
$
|
811
|
|
|
$
|
559
|
|
|
$
|
1,001
|
|
|
$
|
(1,439
|
)
|
|
$
|
932
|
|
Cash flows used in investing activities
|
(534
|
)
|
|
(11
|
)
|
|
(614
|
)
|
|
1,439
|
|
|
280
|
|
|||||
Cash flows used in financing activities
|
(277
|
)
|
|
(552
|
)
|
|
(452
|
)
|
|
—
|
|
|
(1,281
|
)
|
|||||
Change in cash
|
—
|
|
|
(4
|
)
|
|
(65
|
)
|
|
—
|
|
|
(69
|
)
|
|||||
Cash at beginning of period
|
—
|
|
|
41
|
|
|
319
|
|
|
—
|
|
|
360
|
|
|||||
Cash at end of period
|
$
|
—
|
|
|
$
|
37
|
|
|
$
|
254
|
|
|
$
|
—
|
|
|
$
|
291
|
|
•
|
Natural gas operations, including the following:
|
•
|
natural gas midstream and intrastate transportation and storage; and
|
•
|
interstate natural gas transportation and storage.
|
•
|
Crude oil, NGLs and refined product transportation, terminalling services and acquisition and marketing activities, as well as NGL storage and fractionation services.
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2018
|
|
2017*
|
|
Change
|
||||||
Segment Adjusted EBITDA:
|
|
|
|
|
|
||||||
Intrastate transportation and storage
|
$
|
192
|
|
|
$
|
169
|
|
|
$
|
23
|
|
Interstate transportation and storage
|
323
|
|
|
265
|
|
|
58
|
|
|||
Midstream
|
377
|
|
|
320
|
|
|
57
|
|
|||
NGL and refined products transportation and services
|
451
|
|
|
381
|
|
|
70
|
|
|||
Crude oil transportation and services
|
464
|
|
|
187
|
|
|
277
|
|
|||
All other
|
74
|
|
|
123
|
|
|
(49
|
)
|
|||
Total
|
1,881
|
|
|
1,445
|
|
|
436
|
|
|||
Depreciation, depletion and amortization
|
(603
|
)
|
|
(560
|
)
|
|
(43
|
)
|
|||
Interest expense, net
|
(346
|
)
|
|
(332
|
)
|
|
(14
|
)
|
|||
Gain on Sunoco LP common unit repurchase
|
172
|
|
|
—
|
|
|
172
|
|
|||
Gains on interest rate derivatives
|
52
|
|
|
5
|
|
|
47
|
|
|||
Non-cash compensation expense
|
(20
|
)
|
|
(23
|
)
|
|
3
|
|
|||
Unrealized gains (losses) on commodity risk management activities
|
(87
|
)
|
|
64
|
|
|
(151
|
)
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
(185
|
)
|
|
(239
|
)
|
|
54
|
|
|||
Equity in earnings (losses) of unconsolidated affiliates
|
(72
|
)
|
|
73
|
|
|
(145
|
)
|
|||
Other, net
|
47
|
|
|
15
|
|
|
32
|
|
|||
Income before income tax (expense) benefit
|
839
|
|
|
448
|
|
|
391
|
|
|||
Income tax (expense) benefit
|
40
|
|
|
(55
|
)
|
|
95
|
|
|||
Net income
|
$
|
879
|
|
|
$
|
393
|
|
|
$
|
486
|
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
Equity in earnings (losses) of unconsolidated affiliates:
|
|
|
|
|
|
||||||
Citrus
|
$
|
27
|
|
|
$
|
21
|
|
|
$
|
6
|
|
FEP
|
14
|
|
|
12
|
|
|
2
|
|
|||
MEP
|
9
|
|
|
10
|
|
|
(1
|
)
|
|||
HPC
|
3
|
|
|
7
|
|
|
(4
|
)
|
|||
Sunoco LP
|
(151
|
)
|
|
(14
|
)
|
|
(137
|
)
|
|||
Other
|
26
|
|
|
37
|
|
|
(11
|
)
|
|||
Total equity in earnings (losses) of unconsolidated affiliates
|
$
|
(72
|
)
|
|
$
|
73
|
|
|
$
|
(145
|
)
|
|
|
|
|
|
|
||||||
Adjusted EBITDA related to unconsolidated affiliates
(1)
:
|
|
|
|
|
|
||||||
Citrus
|
$
|
75
|
|
|
$
|
75
|
|
|
$
|
—
|
|
FEP
|
19
|
|
|
18
|
|
|
1
|
|
|||
MEP
|
22
|
|
|
22
|
|
|
—
|
|
|||
HPC
|
9
|
|
|
15
|
|
|
(6
|
)
|
|||
Sunoco LP
|
29
|
|
|
54
|
|
|
(25
|
)
|
|||
Other
|
31
|
|
|
55
|
|
|
(24
|
)
|
|||
Total Adjusted EBITDA related to unconsolidated affiliates
|
$
|
185
|
|
|
$
|
239
|
|
|
$
|
(54
|
)
|
|
|
|
|
|
|
||||||
Distributions received from unconsolidated affiliates:
|
|
|
|
|
|
||||||
Citrus
|
$
|
46
|
|
|
$
|
41
|
|
|
$
|
5
|
|
FEP
|
17
|
|
|
—
|
|
|
17
|
|
|||
MEP
|
13
|
|
|
73
|
|
|
(60
|
)
|
|||
Sunoco LP
|
36
|
|
|
35
|
|
|
1
|
|
|||
Other
|
21
|
|
|
23
|
|
|
(2
|
)
|
|||
Total distributions received from unconsolidated affiliates
|
$
|
133
|
|
|
$
|
172
|
|
|
$
|
(39
|
)
|
(1)
|
These amounts represent our proportionate share of the Adjusted EBITDA of our unconsolidated affiliates and are based on our equity in earnings or losses of our unconsolidated affiliates adjusted for our proportionate share of the unconsolidated affiliates’ interest, depreciation, depletion, amortization, non-cash items and taxes.
|
•
|
Segment margin, operating expenses,
and
selling, general and administrative expenses
. These amounts represent the amounts included in our consolidated financial statements that are attributable to each segment.
|
•
|
Unrealized gains or losses on commodity risk management activities
. These are the unrealized amounts that are included in cost of products sold to calculate segment margin. These amounts are not included in Segment Adjusted EBITDA; therefore, the unrealized losses are added back and the unrealized gains are subtracted to calculate the segment measure.
|
•
|
Non-cash compensation expense
. These amounts represent the total non-cash compensation recorded in operating expenses and selling, general and administrative expenses. This expense is not included in Segment Adjusted EBITDA and therefore is added back to calculate the segment measure.
|
•
|
Adjusted EBITDA related to unconsolidated affiliates
. These amounts represent our proportionate share of the Adjusted EBITDA of our unconsolidated affiliates. Amounts reflected are calculated consistently with our definition of Adjusted EBITDA.
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Intrastate transportation and storage
|
$
|
171
|
|
|
$
|
182
|
|
Interstate transportation and storage
|
316
|
|
|
235
|
|
||
Midstream
|
553
|
|
|
513
|
|
||
NGL and refined products transportation and services
|
600
|
|
|
559
|
|
||
Crude oil transportation and services
|
568
|
|
|
272
|
|
||
All other
|
95
|
|
|
102
|
|
||
Intersegment eliminations
|
(11
|
)
|
|
(18
|
)
|
||
Total segment margin
|
2,292
|
|
|
1,845
|
|
||
|
|
|
|
||||
Less:
|
|
|
|
||||
Operating expenses
|
604
|
|
|
492
|
|
||
Depreciation, depletion and amortization
|
603
|
|
|
560
|
|
||
Selling, general and administrative
|
112
|
|
|
110
|
|
||
Operating income
|
$
|
973
|
|
|
$
|
683
|
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
Natural gas transported (BBtu/d)
|
9,271
|
|
|
7,870
|
|
|
1,401
|
|
|||
Withdrawals from storage natural gas inventory (BBtu)
|
17,703
|
|
|
23,093
|
|
|
(5,390
|
)
|
|||
Revenues
|
$
|
875
|
|
|
$
|
816
|
|
|
$
|
59
|
|
Cost of products sold
|
704
|
|
|
634
|
|
|
70
|
|
|||
Segment margin
|
171
|
|
|
182
|
|
|
(11
|
)
|
|||
Unrealized losses on commodity risk management activities
|
53
|
|
|
15
|
|
|
38
|
|
|||
Operating expenses, excluding non-cash compensation expense
|
(39
|
)
|
|
(38
|
)
|
|
(1
|
)
|
|||
Selling, general and administrative expenses, excluding non-cash compensation expense
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
13
|
|
|
16
|
|
|
(3
|
)
|
|||
Segment Adjusted EBITDA
|
$
|
192
|
|
|
$
|
169
|
|
|
$
|
23
|
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
Transportation fees
|
$
|
117
|
|
|
$
|
124
|
|
|
$
|
(7
|
)
|
Natural gas sales and other (excluding unrealized gains and losses)
|
91
|
|
|
33
|
|
|
58
|
|
|||
Retained fuel revenues (excluding unrealized gains and losses)
|
13
|
|
|
13
|
|
|
—
|
|
|||
Storage margin (excluding unrealized gains and losses)
|
3
|
|
|
27
|
|
|
(24
|
)
|
|||
Unrealized losses on commodity risk management activities
|
(53
|
)
|
|
(15
|
)
|
|
(38
|
)
|
|||
Total segment margin
|
$
|
171
|
|
|
$
|
182
|
|
|
$
|
(11
|
)
|
•
|
an increase of
$58 million
in realized natural gas sales and other due to higher realized gains from pipeline optimization activity; offset by
|
•
|
a decrease of
$24 million
in realized storage margin primarily due to an adjustment to the Bammel storage inventory;
|
•
|
a decrease of
$7 million
in transportation fees due to renegotiated contracts resulting in lower billed volumes;
|
•
|
an increase of
$1 million
in operating expenses primarily due to higher expense projects; and
|
•
|
a decrease of
$3 million
in Adjusted EBITDA related to unconsolidated affiliates primarily due to a decrease of
$3 million
from lower demand volumes related to renegotiation of a contract and a decrease of
$3 million
due to a reserve recorded in the prior period pursuant to the bankruptcy filing of a transport customer, partially offset by an increase of
$3 million
related to two new joint venture pipelines placed in service in 2017.
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
Natural gas transported (BBtu/d)
|
8,204
|
|
|
5,656
|
|
|
2,548
|
|
|||
Natural gas sold (BBtu/d)
|
17
|
|
|
17
|
|
|
—
|
|
|||
Revenues
|
$
|
316
|
|
|
$
|
235
|
|
|
$
|
81
|
|
Operating expenses, excluding non-cash compensation, amortization and accretion expenses
|
(94
|
)
|
|
(74
|
)
|
|
(20
|
)
|
|||
Selling, general and administrative expenses, excluding non-cash compensation, amortization and accretion expenses
|
(17
|
)
|
|
(12
|
)
|
|
(5
|
)
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
116
|
|
|
115
|
|
|
1
|
|
|||
Other
|
2
|
|
|
1
|
|
|
1
|
|
|||
Segment Adjusted EBITDA
|
$
|
323
|
|
|
$
|
265
|
|
|
$
|
58
|
|
•
|
an increase of
$49 million
due to the partial in service of the Rover pipeline which reflected increases of
$82 million
in revenues,
$26 million
in operating expenses and
$7 million
in general and administrative expenses;
|
•
|
a decrease of
$6 million
in operating expenses, excluding the incremental expenses related to the Rover pipeline discussed above, primarily due to lower allocated costs, reduction in project maintenance work and lower transportation and storage related expenses; and
|
•
|
a decrease of
$2 million
in general and administrative expenses, excluding the incremental expenses related to the Rover pipeline discussed above, primarily due to lower allocated costs and insurance reserves.
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
Gathered volumes (BBtu/d)
|
11,306
|
|
|
10,232
|
|
|
1,074
|
|
|||
NGLs produced (MBbls/d)
|
503
|
|
|
445
|
|
|
58
|
|
|||
Equity NGLs (MBbls/d)
|
28
|
|
|
26
|
|
|
2
|
|
|||
Revenues
|
$
|
1,614
|
|
|
$
|
1,637
|
|
|
$
|
(23
|
)
|
Cost of products sold
|
1,061
|
|
|
1,124
|
|
|
(63
|
)
|
|||
Segment margin
|
553
|
|
|
513
|
|
|
40
|
|
|||
Unrealized gains on commodity risk management activities
|
—
|
|
|
(16
|
)
|
|
16
|
|
|||
Operating expenses, excluding non-cash compensation expense
|
(164
|
)
|
|
(161
|
)
|
|
(3
|
)
|
|||
Selling, general and administrative expenses, excluding non-cash compensation expense
|
(20
|
)
|
|
(23
|
)
|
|
3
|
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
7
|
|
|
7
|
|
|
—
|
|
|||
Other
|
1
|
|
|
—
|
|
|
1
|
|
|||
Segment Adjusted EBITDA
|
$
|
377
|
|
|
$
|
320
|
|
|
$
|
57
|
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
Gathering and processing fee-based revenues
|
$
|
421
|
|
|
$
|
408
|
|
|
$
|
13
|
|
Non fee-based contracts and processing (excluding unrealized gains and losses)
|
132
|
|
|
89
|
|
|
43
|
|
|||
Unrealized gains on commodity risk management activities
|
—
|
|
|
16
|
|
|
(16
|
)
|
|||
Total segment margin
|
$
|
553
|
|
|
$
|
513
|
|
|
$
|
40
|
|
•
|
an increase of
$27 million
in non fee-based margin due to increased throughput volumes in the Permian and South Texas regions;
|
•
|
an increase of
$16 million
in non fee-based margin due to an
$11 million
increase resulting from higher crude and NGL prices and a
$5 million
increase in settled price risk management activity;
|
•
|
an increase of
$13 million
in fee-based revenue due to growth in the Permian and Northeast regions, offset by declines in Ark-La-Tex, North Texas and the Mid-Continent/Panhandle regions; and
|
•
|
a decrease of
$3 million
in selling, general and administrative expenses due to lower employee costs and professional fees; offset by
|
•
|
an increase of
$3 million
in operating expenses primarily due to an increase of
$2 million
in employee costs and an increase of
$1 million
in ad valorem taxes.
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
NGL transportation volumes (MBbls/d)
|
936
|
|
|
816
|
|
|
120
|
|
|||
Refined products transportation volumes (MBbls/d)
|
620
|
|
|
624
|
|
|
(4
|
)
|
|||
NGL and refined products terminal volumes (MBbls/d)
|
702
|
|
|
790
|
|
|
(88
|
)
|
|||
NGL fractionation volumes (MBbls/d)
|
472
|
|
|
433
|
|
|
39
|
|
|||
Revenues
|
$
|
2,546
|
|
|
$
|
2,266
|
|
|
$
|
280
|
|
Cost of products sold
|
1,946
|
|
|
1,707
|
|
|
239
|
|
|||
Segment margin
|
600
|
|
|
559
|
|
|
41
|
|
|||
Unrealized gains on commodity risk management activities
|
(13
|
)
|
|
(50
|
)
|
|
37
|
|
|||
Operating expenses, excluding non-cash compensation expense
|
(139
|
)
|
|
(127
|
)
|
|
(12
|
)
|
|||
Selling, general and administrative expenses, excluding non-cash compensation expense
|
(18
|
)
|
|
(19
|
)
|
|
1
|
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
21
|
|
|
17
|
|
|
4
|
|
|||
Other
|
—
|
|
|
1
|
|
|
(1
|
)
|
|||
Segment Adjusted EBITDA
|
$
|
451
|
|
|
$
|
381
|
|
|
$
|
70
|
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
Fractionators and Refinery services margin
|
$
|
134
|
|
|
$
|
120
|
|
|
$
|
14
|
|
Transportation margin
|
266
|
|
|
233
|
|
|
33
|
|
|||
Storage margin
|
56
|
|
|
57
|
|
|
(1
|
)
|
|||
Terminal Services margin
|
94
|
|
|
87
|
|
|
7
|
|
|||
Marketing margin
|
37
|
|
|
12
|
|
|
25
|
|
|||
Unrealized gains on commodity risk management activities
|
13
|
|
|
50
|
|
|
(37
|
)
|
|||
Total segment margin
|
$
|
600
|
|
|
$
|
559
|
|
|
$
|
41
|
|
•
|
an increase of
$33 million
in transportation margin due to a
$33 million
increase resulting from increased producer volumes from the Permian region on our Texas NGL pipelines and a
$6 million
increase due to higher throughput on Mariner West driven by end user facility constraints in the prior period. These increases were offset by a
$6 million
decrease resulting from lower throughput on Mariner East I due to system downtime in March 2018;
|
•
|
an increase of
$25 million
in marketing margin due to gains of
$9 million
from optimizing sales of purity product from our Mont Belvieu fractionators, as well as an
$8 million
increase from our butane blending operations and an
$8 million
increase from sales of domestic propane and other products at our Marcus Hook Industrial Complex;
|
•
|
an increase of
$14 million
in fractionation and refinery services margin primarily due to an
$8 million
increase resulting from higher NGL volumes from the Permian region feeding our Mont Belvieu fractionation facility and a
$7 million
increase from blending gains as a result of improved market pricing;
|
•
|
an increase of
$7 million
in terminal services margin due to a
$10 million
increase resulting from a change in the classification of certain customer reimbursements previously recorded in operating expenses that are now classified as revenue following the adoption of ASC 606 on January 1, 2018.
This increase was offset by a
$3 million
decrease from our marketing terminal volumes primarily due to the sale of one of our terminals in April 2017; and
|
•
|
an increase of
$4 million
in Adjusted EBITDA related to unconsolidated affiliates primarily due to annual true-up payments from one of our unconsolidated refined product pipelines recorded in January 2018; offset by
|
•
|
an increase of
$12 million
in operating expenses primarily due to
a change in the classification of certain customer reimbursements previously recorded in operating expenses that are now classified as revenue following the adoption of ASC 606 on January 1, 2018.
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
Crude transportation volumes (MBbls/d)
|
3,827
|
|
|
3,042
|
|
|
785
|
|
|||
Crude terminals volumes (MBbls/d)
|
1,940
|
|
|
1,777
|
|
|
163
|
|
|||
Revenues
|
$
|
3,745
|
|
|
$
|
2,575
|
|
|
$
|
1,170
|
|
Cost of products sold
|
3,177
|
|
|
2,303
|
|
|
874
|
|
|||
Segment margin
|
568
|
|
|
272
|
|
|
296
|
|
|||
Unrealized losses on commodity risk management activities
|
43
|
|
|
—
|
|
|
43
|
|
|||
Operating expenses, excluding non-cash compensation expense
|
(127
|
)
|
|
(72
|
)
|
|
(55
|
)
|
|||
Selling, general and administrative expenses, excluding non-cash compensation expense
|
(22
|
)
|
|
(17
|
)
|
|
(5
|
)
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
2
|
|
|
4
|
|
|
(2
|
)
|
|||
Segment Adjusted EBITDA
|
$
|
464
|
|
|
$
|
187
|
|
|
$
|
277
|
|
•
|
an increase of
$339 million
in segment margin (excluding unrealized losses on commodity risk management activities) due to a
$222 million
increase resulting primarily from placing our Bakken pipeline in service in the second quarter of 2017 as well as a
$25 million
increase resulting from increased throughput, primarily from Permian producers, on existing pipeline assets; an
$85 million
increase (excluding
$43 million
in unrealized losses on commodity risk management activities) from our crude oil acquisition and marketing business primarily resulting from more favorable market price differentials between the West Texas and Gulf Coast markets; and a
$7 million
increase from higher ship loading and throughput fees at our Nederland terminal due to an increase in exports; offset by
|
•
|
an increase of
$55 million
in operating expenses primarily due to a
$26 million
increase resulting from placing our Bakken pipeline in service in the second quarter of 2017; a
$12 million
increase resulting from the addition of certain joint venture crude transportation assets in the second quarter of 2017; and a
$15 million
increase from existing transportation assets mainly due to higher ad valorem taxes, management fees and pipeline loss allowance; and
|
•
|
an increase of
$5 million
in selling, general and administrative expenses due primarily to insurance and Bakken management fees.
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
Revenues
|
$
|
571
|
|
|
$
|
770
|
|
|
$
|
(199
|
)
|
Cost of products sold
|
476
|
|
|
668
|
|
|
(192
|
)
|
|||
Segment margin
|
95
|
|
|
102
|
|
|
(7
|
)
|
|||
Unrealized (gains) losses on commodity risk management activities
|
4
|
|
|
(13
|
)
|
|
17
|
|
|||
Operating expenses, excluding non-cash compensation expense
|
(31
|
)
|
|
(21
|
)
|
|
(10
|
)
|
|||
Selling, general and administrative expenses, excluding non-cash compensation expense
|
(18
|
)
|
|
(21
|
)
|
|
3
|
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
26
|
|
|
80
|
|
|
(54
|
)
|
|||
Other and eliminations
|
(2
|
)
|
|
(4
|
)
|
|
2
|
|
|||
Segment Adjusted EBITDA
|
$
|
74
|
|
|
$
|
123
|
|
|
$
|
(49
|
)
|
•
|
our equity method investment in limited partnership units of Sunoco LP consisting of
26.2 million
and
43.5 million
units, representing
31.8%
and
43.7%
of Sunoco LP’s total outstanding common units as of
March 31, 2018
and
March 31, 2017
,
respectively.
In February 2018, after the record date for Sunoco LP’s fourth quarter 2017 cash distributions, Sunoco LP repurchased
17,286,859
Sunoco LP common units owned by ETP for aggregate cash consideration of approximately
$540 million
;
|
•
|
our natural gas marketing and compression operations;
|
•
|
a non-controlling interest in PES, comprising 33% of PES’ outstanding common units; and
|
•
|
our investment in coal handling facilities.
|
•
|
a decrease of
$54 million
in Adjusted EBITDA related to unconsolidated affiliates, primarily reflecting a decrease of
$30 million
from our investment in PES due to lower earnings and a decrease of
$25 million
from our investment in Sunoco LP primarily due to Sunoco LP’s sale of retail assets, as well as a decrease in our ownership interest in Sunoco LP subsequent to the repurchase of common units by Sunoco LP in February 2018;
|
•
|
an increase of
$10 million
in operating expenses primarily attributable to an increase of
$8 million
in the compression business; offset by
|
•
|
an increase of
$11 million
from commodity trading activities; and
|
•
|
a decrease of
$3 million
in selling, general and administrative expenses due to lower merger and acquisition costs.
|
|
Growth
|
|
Maintenance
|
||||||||||||
|
Low
|
|
High
|
|
Low
|
|
High
|
||||||||
Intrastate transportation and storage
|
$
|
250
|
|
|
$
|
275
|
|
|
$
|
30
|
|
|
$
|
35
|
|
Interstate transportation and storage
(1)
|
500
|
|
|
550
|
|
|
115
|
|
|
120
|
|
||||
Midstream
|
800
|
|
|
850
|
|
|
120
|
|
|
130
|
|
||||
NGL and refined products transportation and services
|
2,450
|
|
|
2,500
|
|
|
65
|
|
|
75
|
|
||||
Crude oil transportation and services
(1)
|
350
|
|
|
450
|
|
|
90
|
|
|
100
|
|
||||
All other (including eliminations)
|
75
|
|
|
100
|
|
|
60
|
|
|
65
|
|
||||
Total capital expenditures
|
$
|
4,425
|
|
|
$
|
4,725
|
|
|
$
|
480
|
|
|
$
|
525
|
|
(1)
|
Includes capital expenditures related to our proportionate ownership of the Bakken, Rover and Bayou Bridge pipeline projects.
|
|
Capital Expenditures Recorded During Period
|
||||||||||
|
Growth
|
|
Maintenance
|
|
Total
|
||||||
Intrastate transportation and storage
|
$
|
139
|
|
|
$
|
15
|
|
|
$
|
154
|
|
Interstate transportation and storage
|
131
|
|
|
10
|
|
|
141
|
|
|||
Midstream
|
194
|
|
|
25
|
|
|
219
|
|
|||
NGL and refined products transportation and services
|
530
|
|
|
9
|
|
|
539
|
|
|||
Crude oil transportation and services
|
58
|
|
|
8
|
|
|
66
|
|
|||
All other (including eliminations)
|
31
|
|
|
21
|
|
|
52
|
|
|||
Total capital expenditures
|
$
|
1,083
|
|
|
$
|
88
|
|
|
$
|
1,171
|
|
•
|
$1.00 billion
aggregate principal amount of
4.875%
senior notes due 2023;
|
•
|
$800 million
aggregate principal amount of
5.50%
senior notes due 2026; and
|
•
|
$400 million
aggregate principal amount of
5.875%
senior notes due 2028.
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
ETP Senior Notes
|
$
|
27,005
|
|
|
$
|
27,005
|
|
Transwestern Senior Notes
|
575
|
|
|
575
|
|
||
Panhandle Senior Notes
|
785
|
|
|
785
|
|
||
Credit facilities and commercial paper:
|
|
|
|
||||
ETP $4.00 billion Revolving Credit Facility due December 2022
(1)
|
2,756
|
|
|
2,292
|
|
||
ETP $1.00 billion 364-Day Credit Facility due November 2018
(2)
|
—
|
|
|
50
|
|
||
Bakken Project $2.50 billion Credit Facility due August 2019
|
2,500
|
|
|
2,500
|
|
||
Other long-term debt
|
4
|
|
|
5
|
|
||
Unamortized premiums, net of discounts and fair value adjustments
|
61
|
|
|
61
|
|
||
Deferred debt issuance costs
|
(173
|
)
|
|
(179
|
)
|
||
Total debt
|
33,513
|
|
|
33,094
|
|
||
Less: current maturities of long-term debt
|
404
|
|
|
407
|
|
||
Long-term debt, less current maturities
|
$
|
33,109
|
|
|
$
|
32,687
|
|
(1)
|
Includes
$1.93 billion
and
$2.01 billion
of commercial paper outstanding at
March 31, 2018
and
December 31, 2017
, respectively.
|
(2)
|
Borrowings under the 364-day credit facility were classified as long-term debt based on the Partnership’s ability and intent to refinance such borrowings on a long-term basis.
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
December 31, 2017
|
|
February 8, 2018
|
|
February 14, 2018
|
|
$
|
0.5650
|
|
March 31, 2018
|
|
May 7, 2018
|
|
May 15, 2018
|
|
0.5650
|
|
|
|
|
|
|
|
Distribution per Preferred Unit
|
||||||
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Series A
|
|
Series B
|
||||
December 31, 2017
|
|
February 1, 2018
|
|
February 15, 2018
|
|
$
|
15.451
|
|
|
$
|
16.378
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Limited Partners:
|
|
|
|
||||
Common Units held by public
|
$
|
642
|
|
|
$
|
567
|
|
Common Units held by ETE
|
16
|
|
|
15
|
|
||
General Partner interest and incentive distributions held by ETE
|
449
|
|
|
381
|
|
||
IDR relinquishments
|
(42
|
)
|
|
(157
|
)
|
||
Total distributions declared to partners
|
$
|
1,065
|
|
|
$
|
806
|
|
|
|
Total Year
|
||
2018 (remainder)
|
|
$
|
111
|
|
2019
|
|
128
|
|
|
Each year beyond 2019
|
|
33
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||
|
Notional Volume
|
|
Fair Value Asset (Liability)
|
|
Effect of Hypothetical 10% Change
|
|
Notional Volume
|
|
Fair Value Asset (Liability)
|
|
Effect of Hypothetical 10% Change
|
||||||||||
Mark-to-Market Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Trading)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural Gas (BBtu):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Swaps/Futures
|
1,008
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1,078
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Basis Swaps IFERC/NYMEX
(1)
|
82,493
|
|
|
6
|
|
|
—
|
|
|
48,510
|
|
|
2
|
|
|
1
|
|
||||
Options – Puts
|
13,000
|
|
|
—
|
|
|
—
|
|
|
13,000
|
|
|
—
|
|
|
—
|
|
||||
Options – Calls
|
460
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Power (Megawatt):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Forwards
|
236,680
|
|
|
5
|
|
|
1
|
|
|
435,960
|
|
|
1
|
|
|
1
|
|
||||
Futures
|
126,200
|
|
|
—
|
|
|
—
|
|
|
(25,760
|
)
|
|
—
|
|
|
—
|
|
||||
Options – Puts
|
238,400
|
|
|
1
|
|
|
1
|
|
|
(153,600
|
)
|
|
—
|
|
|
1
|
|
||||
Options – Calls
|
349,600
|
|
|
(1
|
)
|
|
1
|
|
|
137,600
|
|
|
—
|
|
|
—
|
|
||||
Crude (MBbls) – Futures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
(Non-Trading)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural Gas (BBtu):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basis Swaps IFERC/NYMEX
|
9,750
|
|
|
(52
|
)
|
|
15
|
|
|
4,650
|
|
|
(13
|
)
|
|
4
|
|
||||
Swing Swaps IFERC
|
(24,825
|
)
|
|
—
|
|
|
—
|
|
|
87,253
|
|
|
(2
|
)
|
|
1
|
|
||||
Fixed Swaps/Futures
|
(4,620
|
)
|
|
1
|
|
|
7
|
|
|
(4,700
|
)
|
|
(1
|
)
|
|
2
|
|
||||
Forward Physical Contracts
|
(224,178
|
)
|
|
1
|
|
|
—
|
|
|
(145,105
|
)
|
|
6
|
|
|
41
|
|
||||
Natural Gas Liquid/Crude (MBbls) – Forwards/Swaps
|
38,875
|
|
|
(54
|
)
|
|
7
|
|
|
6,679
|
|
|
1
|
|
|
25
|
|
||||
Refined Products (MBbls) – Futures
|
(1,219
|
)
|
|
(1
|
)
|
|
9
|
|
|
(3,783
|
)
|
|
(25
|
)
|
|
4
|
|
||||
Fair Value Hedging Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Non-Trading)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural Gas (BBtu):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basis Swaps IFERC/NYMEX
|
(18,685
|
)
|
|
—
|
|
|
—
|
|
|
(39,770
|
)
|
|
(2
|
)
|
|
—
|
|
||||
Fixed Swaps/Futures
|
(18,685
|
)
|
|
—
|
|
|
6
|
|
|
(39,770
|
)
|
|
14
|
|
|
11
|
|
(1)
|
Includes aggregate amounts for open positions related to Houston Ship Channel, Waha Hub, NGPL TexOk, West Louisiana Zone and Henry Hub locations.
|
Term
|
|
Type
(1)
|
|
Notional Amount Outstanding
|
||||||
March 31, 2018
|
|
December 31, 2017
|
||||||||
July 2018
(2)
|
|
Forward-starting to pay a fixed rate of 3.76% and receive a floating rate
|
|
$
|
300
|
|
|
$
|
300
|
|
July 2019
(2)
|
|
Forward-starting to pay a fixed rate of 3.64% and receive a floating rate
|
|
300
|
|
|
300
|
|
||
July 2020
(2)
|
|
Forward-starting to pay a fixed rate of 3.52% and receive a floating rate
|
|
400
|
|
|
400
|
|
||
December 2018
|
|
Pay a floating rate based on a 3-month LIBOR and receive a fixed rate of 1.53%
|
|
1,200
|
|
|
1,200
|
|
||
March 2019
|
|
Pay a floating rate based on a 3-month LIBOR and receive a fixed rate of 1.42%
|
|
300
|
|
|
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.
|
•
|
terms and conditions of service;
|
•
|
the types of services interstate pipelines may or must offer their customers;
|
•
|
construction of new facilities;
|
•
|
acquisition, extension or abandonment of services or facilities;
|
•
|
reporting and information posting requirements;
|
•
|
accounts and records; and
|
•
|
relationships with affiliated companies involved in all aspects of the natural gas and energy businesses.
|
Period
|
|
Total Number of Units Purchased
|
|
Average Price Paid per Unit
|
|
Total Number of Units Not Purchased as Part of Publicly Announced Plans or Programs
(1)
|
|
Total Number of Units Purchased as Part of Publicly Announced Plans or Programs
|
|||||
January 2018
|
|
1,182,745
|
|
|
$
|
20.06
|
|
|
1,182,745
|
|
|
—
|
|
February 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
March 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
The units reported in this column represent purchases settled during the quarter ended
March 31, 2018
relating to our purchases of units in open-market transactions to meet our obligations under our equity incentive plans for employees, officers and directors.
|
Exhibit Number
|
|
Description
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
|
Filed herewith.
|
**
|
|
Furnished herewith.
|
|
|
ENERGY TRANSFER PARTNERS, L.P.
|
|
|
|
|
|
|
|
By:
|
Energy Transfer Partners GP, L.P.
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
Energy Transfer Partners, L.L.C.
|
|
|
|
its General Partner
|
|
|
|
|
Date:
|
May 10, 2018
|
By:
|
/s/ A. Troy Sturrock
|
|
|
|
A. Troy Sturrock
|
|
|
|
Senior Vice President, Controller and Principal Accounting Officer
(duly authorized to sign on behalf of the registrant)
|
1 Year Sunoco Logistics Partners L.P. Chart |
1 Month Sunoco Logistics Partners L.P. Chart |
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