DEI Document
DEI Document - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 27, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 1-32740 | |
Entity Registrant Name | ENERGY TRANSFER LP | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Central Index Key | 0001276187 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 3,145,065,881 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Tax Identification Number | 30-0108820 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 8111 Westchester Drive | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75225 | |
City Area Code | 214 | |
Local Phone Number | 981-0700 | |
Document Quarterly Report | true | |
Common Units | ||
Document Information [Line Items] | ||
Trading Symbol | ET | |
Security Exchange Name | NYSE | |
Title of 12(b) Security | Common Units | |
ETprC | ||
Document Information [Line Items] | ||
Trading Symbol | ETprC | |
Security Exchange Name | NYSE | |
Title of 12(b) Security | 7.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units | |
ETprD | ||
Document Information [Line Items] | ||
Trading Symbol | ETprD | |
Security Exchange Name | NYSE | |
Title of 12(b) Security | 7.625% Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units | |
ETprE | ||
Document Information [Line Items] | ||
Trading Symbol | ETprE | |
Security Exchange Name | NYSE | |
Title of 12(b) Security | 7.600% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash and cash equivalents | $ 514 | $ 257 |
Accounts receivable, net | 9,612 | 8,466 |
Inventories | 2,590 | 2,461 |
Income taxes receivable | 84 | 68 |
Derivative assets | 14 | 10 |
Other current assets | 508 | 726 |
Total current assets | 13,423 | 12,081 |
Property, plant and equipment | 109,411 | 105,996 |
Accumulated depreciation and depletion | (28,538) | (25,685) |
Property, Plant and Equipment, Net | 80,873 | 80,311 |
Investments in unconsolidated affiliates | 2,993 | 2,893 |
Non-current derivative assets | 4 | 0 |
Lease right-of-use assets, net | 820 | 819 |
Other non-current assets, net | 1,690 | 1,558 |
Intangible assets, net | 5,204 | 5,415 |
Goodwill | 2,564 | 2,566 |
Total assets | 107,571 | 105,643 |
LIABILITIES AND EQUITY | ||
Accounts payable | 7,997 | 6,952 |
Derivative liabilities | 4 | 23 |
Operating lease current liabilities | 45 | 45 |
Accrued and other current liabilities | 3,696 | 3,329 |
Current maturities of long-term debt | 1,006 | 2 |
Total current liabilities | 12,755 | 10,368 |
Long-term debt, less current maturities | 47,075 | 48,260 |
Non-current derivative liabilities | 0 | 23 |
Non-current operating lease liabilities | 775 | 798 |
Deferred income taxes | 3,891 | 3,701 |
Other non-current liabilities | 2,016 | 1,341 |
Commitments and contingencies | ||
Redeemable noncontrolling interests | 498 | 493 |
Preferred Unitholders | 6,083 | 6,051 |
Limited Partners: | ||
Common Unitholders | 27,014 | 26,960 |
General Partner | (2) | (2) |
Accumulated other comprehensive income | 29 | 16 |
Total partners’ capital | 33,124 | 33,025 |
Noncontrolling interests | 7,437 | 7,634 |
Total equity | 40,561 | 40,659 |
Total liabilities and equity | 107,571 | 105,643 |
Related Party | ||
ASSETS | ||
Accounts receivable from related companies | 101 | 93 |
LIABILITIES AND EQUITY | ||
Accounts payable | $ 7 | $ 17 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
REVENUES: | ||||
Total revenues | $ 20,739 | $ 22,939 | $ 58,054 | $ 69,375 |
COSTS AND EXPENSES: | ||||
Cost of products sold | 16,059 | 18,516 | 44,761 | 56,169 |
Operating expenses | 1,105 | 973 | 3,224 | 2,982 |
Depreciation, depletion and amortization | 1,107 | 1,030 | 3,227 | 3,104 |
Selling, general and administrative | 234 | 361 | 700 | 802 |
Impairment losses and other | 1 | 86 | 12 | 386 |
Total costs and expenses | 18,506 | 20,966 | 51,924 | 63,443 |
OPERATING INCOME | 2,233 | 1,973 | 6,130 | 5,932 |
OTHER INCOME (EXPENSE): | ||||
Interest expense, net of interest capitalized | (632) | (577) | (1,892) | (1,714) |
Equity in earnings of unconsolidated affiliates | 103 | 68 | 286 | 186 |
Gains on interest rate derivatives | 32 | 60 | 47 | 303 |
Gain (Loss) Related to Litigation Settlement | (625) | 0 | (625) | 0 |
INCOME BEFORE INCOME TAX EXPENSE | 1,124 | 1,404 | 3,983 | 4,590 |
Income tax expense | 77 | 82 | 256 | 159 |
Net income | 1,047 | 1,322 | 3,727 | 4,431 |
Less: Net income attributable to noncontrolling interests | 451 | 304 | 1,080 | 793 |
Less: Net income attributable to redeemable noncontrolling interests | 12 | 12 | 39 | 37 |
NET INCOME ATTRIBUTABLE TO PARTNERS | 584 | 1,006 | 2,608 | 3,601 |
Less: General Partner’s interest in net income | 0 | 1 | 2 | 3 |
Preferred Unitholders’ interest in net income | 118 | 106 | 340 | 317 |
Common Unitholders’ interest in net income | $ 466 | $ 899 | $ 2,266 | $ 3,281 |
NET INCOME PER COMMON UNIT: | ||||
Basic | $ 0.15 | $ 0.29 | $ 0.73 | $ 1.06 |
Diluted | $ 0.15 | $ 0.29 | $ 0.72 | $ 1.06 |
Other, net | $ 13 | $ (120) | $ 37 | $ (117) |
Refined product sales | ||||
NET INCOME PER COMMON UNIT: | ||||
Revenue | 6,403 | 6,647 | 17,691 | 20,043 |
NGL sales | ||||
NET INCOME PER COMMON UNIT: | ||||
Revenue | 3,760 | 4,823 | 11,409 | 15,828 |
Natural gas sales | ||||
NET INCOME PER COMMON UNIT: | ||||
Revenue | 878 | 2,648 | 2,462 | 6,830 |
Other | ||||
NET INCOME PER COMMON UNIT: | ||||
Revenue | 287 | 218 | 782 | 628 |
Crude sales | ||||
NET INCOME PER COMMON UNIT: | ||||
Revenue | 6,587 | 5,773 | 17,298 | 17,758 |
Gathering, transportation and other fees | ||||
NET INCOME PER COMMON UNIT: | ||||
Revenue | $ 2,824 | $ 2,830 | $ 8,412 | $ 8,288 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net income | $ 1,047 | $ 1,322 | $ 3,727 | $ 4,431 |
Other comprehensive income (loss), net of tax: | ||||
Change in value of available-for-sale securities | 2 | (4) | 2 | (13) |
Actuarial gain related to pension and other postretirement benefit plans | 0 | 0 | 0 | 7 |
Foreign currency translation adjustments | 0 | 13 | (5) | (6) |
Change in other comprehensive income from unconsolidated affiliates | 3 | 6 | 6 | 24 |
Other comprehensive income (loss), net of tax | 5 | 15 | 3 | 12 |
Comprehensive income | 1,052 | 1,337 | 3,730 | 4,443 |
Less: Comprehensive income attributable to noncontrolling interests | 451 | 307 | 1,080 | 787 |
Less: Net income attributable to redeemable noncontrolling interests | 12 | 12 | 39 | 37 |
Comprehensive income attributable to partners | $ 589 | $ 1,018 | $ 2,611 | $ 3,619 |
Consolidated Statement Of Equit
Consolidated Statement Of Equity - USD ($) $ in Millions | Total | Common Unitholders | Preferred Unitholders | General Partner | AOCI | Noncontrolling Interests |
Balance, Beginning of Period at Dec. 31, 2021 | $ 39,345 | $ 25,230 | $ 6,051 | $ (4) | $ 23 | $ 8,045 |
Partners' Capital Account, Distributions | (608) | (528) | (80) | 0 | 0 | 0 |
Distributions to noncontrolling interests | 307 | 0 | 0 | 0 | 0 | 307 |
Capital contributions from noncontrolling interests | (373) | 0 | 0 | 0 | 0 | (373) |
Other comprehensive loss, net of tax | 25 | 0 | 0 | 0 | 20 | 5 |
Other, net | 27 | 17 | 0 | 0 | 0 | 10 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Excluding Portion Attributable to Redeemable Noncontrolling Interest | 1,474 | 1,162 | 106 | 1 | 0 | 205 |
Balance, End of Period at Mar. 31, 2022 | 40,329 | 25,881 | 6,077 | (3) | 43 | 8,331 |
Balance, Beginning of Period at Dec. 31, 2021 | 39,345 | 25,230 | 6,051 | (4) | 23 | 8,045 |
Other comprehensive loss, net of tax | 12 | |||||
Net income | 4,431 | |||||
Balance, End of Period at Sep. 30, 2022 | 40,568 | 26,725 | 6,077 | (3) | 32 | 7,737 |
Balance, Beginning of Period at Mar. 31, 2022 | 40,329 | 25,881 | 6,077 | (3) | 43 | 8,331 |
Partners' Capital Account, Distributions | (735) | (603) | (131) | (1) | 0 | 0 |
Distributions to noncontrolling interests | 446 | 0 | 0 | 0 | 0 | 446 |
Capital contributions from noncontrolling interests | (24) | 0 | 0 | 0 | 0 | (24) |
Other comprehensive loss, net of tax | (28) | 0 | 0 | 0 | (14) | (14) |
Other, net | 11 | 9 | 0 | 0 | 0 | 2 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Excluding Portion Attributable to Redeemable Noncontrolling Interest | 1,610 | 1,220 | 105 | 1 | 0 | 284 |
Balance, End of Period at Jun. 30, 2022 | 40,765 | 26,507 | 6,051 | (3) | 29 | 8,181 |
Partners' Capital Account, Distributions | (775) | (694) | (80) | (1) | 0 | 0 |
Distributions to noncontrolling interests | 424 | 0 | 0 | 0 | 0 | 424 |
Capital contributions from noncontrolling interests | (7) | 0 | 0 | 0 | 0 | (7) |
Other comprehensive loss, net of tax | 15 | 0 | 0 | 0 | 12 | 3 |
Noncontrolling Interest, Decrease from Deconsolidation | 346 | 0 | 0 | 0 | 9 | 337 |
Other, net | 16 | 13 | 0 | 0 | 0 | 3 |
Net income | 1,322 | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Excluding Portion Attributable to Redeemable Noncontrolling Interest | 1,310 | 899 | 106 | 1 | 0 | 304 |
Balance, End of Period at Sep. 30, 2022 | 40,568 | 26,725 | 6,077 | (3) | 32 | 7,737 |
Balance, Beginning of Period at Dec. 31, 2022 | 40,659 | 26,960 | 6,051 | (2) | 16 | 7,634 |
Partners' Capital Account, Distributions | (1,001) | (920) | (80) | (1) | 0 | 0 |
Distributions to noncontrolling interests | 441 | 0 | 0 | 0 | 0 | 441 |
Capital contributions from noncontrolling interests | (3) | 0 | 0 | 0 | 0 | (3) |
Other comprehensive loss, net of tax | (3) | 0 | 0 | 0 | (3) | 0 |
Other, net | 18 | 14 | 0 | 0 | 0 | 4 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Excluding Portion Attributable to Redeemable Noncontrolling Interest | 1,434 | 1,003 | 109 | 1 | 0 | 321 |
Balance, End of Period at Mar. 31, 2023 | 40,669 | 27,057 | 6,080 | (2) | 13 | 7,521 |
Balance, Beginning of Period at Dec. 31, 2022 | 40,659 | 26,960 | 6,051 | (2) | 16 | 7,634 |
Other comprehensive loss, net of tax | 3 | |||||
Net income | 3,727 | |||||
Balance, End of Period at Sep. 30, 2023 | 40,561 | 27,014 | 6,083 | (2) | 29 | 7,437 |
Balance, Beginning of Period at Mar. 31, 2023 | 40,669 | 27,057 | 6,080 | (2) | 13 | 7,521 |
Partners' Capital Account, Distributions | (1,094) | (942) | (151) | (1) | 0 | 0 |
Distributions to noncontrolling interests | 421 | 0 | 0 | 0 | 0 | 421 |
Other comprehensive loss, net of tax | 1 | 0 | 0 | 0 | 1 | 0 |
Partners' Capital Account, Acquisitions | 574 | 574 | 0 | 0 | 0 | 0 |
Other, net | 14 | 1 | 0 | 0 | 10 | 3 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Excluding Portion Attributable to Redeemable Noncontrolling Interest | 1,219 | 797 | 113 | 1 | 0 | 308 |
Balance, End of Period at Jun. 30, 2023 | 40,962 | 27,487 | 6,042 | (2) | 24 | 7,411 |
Partners' Capital Account, Distributions | (1,029) | (952) | (77) | 0 | 0 | 0 |
Distributions to noncontrolling interests | 428 | 0 | 0 | 0 | 0 | 428 |
Other comprehensive loss, net of tax | 5 | 0 | 0 | 0 | 5 | 0 |
Other, net | 16 | 13 | 0 | 0 | 0 | 3 |
Net income | 1,047 | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Excluding Portion Attributable to Redeemable Noncontrolling Interest | 1,035 | 466 | 118 | 0 | 0 | 451 |
Balance, End of Period at Sep. 30, 2023 | $ 40,561 | $ 27,014 | $ 6,083 | $ (2) | $ 29 | $ 7,437 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
OPERATING ACTIVITIES: | ||
Net income | $ 3,727 | $ 4,431 |
Reconciliation of net income to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 3,227 | 3,104 |
Deferred income taxes | 187 | 158 |
Inventory valuation adjustments | (113) | (81) |
Non-cash compensation expense | 99 | 88 |
Impairment losses and other | 12 | 386 |
Distributions on unvested awards | (47) | (37) |
Equity in earnings of unconsolidated affiliates | (286) | (186) |
Distributions from unconsolidated affiliates | 286 | 182 |
Other non-cash | (15) | (120) |
Net change in operating assets and liabilities, net of effects of acquisitions and divestitures | 1,182 | (212) |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | 8,259 | 7,713 |
INVESTING ACTIVITIES: | ||
Cash paid for acquisitions | (111) | (1,062) |
Capital expenditures, excluding allowance for equity funds used during construction | (2,430) | (2,493) |
Contributions in aid of construction costs | 38 | 50 |
Payments for Advance to Affiliate | (5) | 0 |
Distributions from unconsolidated affiliates in excess of cumulative earnings | 45 | 66 |
Proceeds from Sale of Equity Method Investments | 0 | 302 |
Proceeds from Sale of Other Assets, Investing Activities | 31 | 60 |
Payments for (Proceeds from) Other Investing Activities | 1 | 0 |
Net Cash Provided by (Used in) Investing Activities, Continuing Operations | (3,361) | (3,077) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings | 22,912 | 19,400 |
Repayments of debt | (23,095) | (21,110) |
Capital contributions from noncontrolling interest | 3 | 404 |
Distributions to partners | (3,124) | (2,118) |
Distributions to noncontrolling interests | (1,290) | (1,177) |
Preferred Units, Cumulative Cash Distributions | (37) | (37) |
Payments of Debt Issuance Costs | (12) | (9) |
Other, net | 2 | 1 |
Net cash used in financing activities | (4,641) | (4,646) |
Increase (decrease) in cash and cash equivalents | 257 | (10) |
Cash and cash equivalents, beginning of period | 257 | 336 |
Cash and cash equivalents, end of period | 514 | 326 |
Lotus Midstream LLC | ||
INVESTING ACTIVITIES: | ||
Cash paid for acquisitions | $ (930) | $ 0 |
Operations And Organization
Operations And Organization | 9 Months Ended |
Sep. 30, 2023 | |
Operations And Organization [Abstract] | |
Operations And Organization | ORGANIZATION AND BASIS OF PRESENTATION Organization The consolidated financial statements presented herein contain the results of Energy Transfer LP and its subsidiaries (the “Partnership,” “we,” “us,” “our” or “Energy Transfer”). Basis of Presentation The unaudited financial information included in this Form 10-Q has been prepared on the same basis as the audited consolidated financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 17, 2023. In the opinion of the Partnership’s management, such financial information reflects all adjustments necessary for a fair presentation of the financial position and the results of operations for such interim periods in accordance with GAAP. All intercompany items and transactions have been eliminated in consolidation. Certain information and disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC. The consolidated financial statements of the Partnership presented herein include the results of operations of our controlled subsidiaries, including Sunoco LP and USAC. The Partnership owns the general partner interest, incentive distribution rights and 28.5 million common units of Sunoco LP, and the general partner interests and 46.1 million common units of USAC. Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net income or total equity. Use of Estimates The unaudited consolidated financial statements have been prepared in conformity with GAAP, which requires the use of estimates and assumptions made by management that affect the reported amounts of assets, liabilities, revenues, expenses and the accrual for and disclosure of contingent assets and liabilities that exist at the date of the consolidated financial statements. Although these estimates are based on management’s available knowledge of current and expected future events, actual results could be different from those estimates. |
Acquisitions and Related Transa
Acquisitions and Related Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination Disclosure | ACQUISITIONS Pending Crestwood Acquisition On August 16, 2023, the Partnership announced its entry into a definitive merger agreement to acquire Crestwood Equity Partners LP (“Crestwood”). Under the terms of the merger agreement, Crestwood’s common unitholders will receive 2.07 Energy Transfer common units for each Crestwood common unit. Crestwood owns gathering and processing assets located in the Williston, Delaware and Powder River basins. On October 30, 2023, a majority of Crestwood’s unitholders voted to approve the merger. The transaction is expected to close on November 3, 2023, subject to customary closing conditions. Lotus Midstream Acquisition On May 2, 2023, Energy Transfer acquired Lotus Midstream Operations, LLC (“Lotus Midstream”) for total consideration of $1.50 billion, including working capital. Consideration included $930 million in cash and approximately 44.5 million newly issued Energy Transfer common units, which had an aggregate acquisition-date fair value of $574 million. Lotus Midstream owns and operates Centurion Pipeline Company LLC, an integrated crude midstream platform located in the Permian Basin. The following table summarizes the assumed allocation of the purchase price among the assets acquired and liabilities assumed: At May 2, 2023 Total current assets $ 61 Property, plant and equipment, net 1,263 Investments in unconsolidated affiliates 138 Lease right-of-use assets, net 10 Other non-current assets 4 Intangible assets, net 75 Total assets 1,551 Total current liabilities 27 Other non-current liabilities 16 Total liabilities 43 Total consideration 1,508 Cash received 4 Total consideration, net of cash received $ 1,504 Sunoco LP’s Acquisition On May 1, 2023, Sunoco LP completed the acquisition of 16 refined product terminals located across the East Coast and Midwest from Zenith Energy for $111 million, including working capital. The purchase price was primarily allocated to property and equipment. |
Cash And Cash Equivalents
Cash And Cash Equivalents | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
Cash and Cash Equivalents Disclosure | CASH AND CASH EQUIVALENTS Cash and cash equivalents include all cash on hand, demand deposits and investments with original maturities of three months or less. We consider cash equivalents to include short-term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value. The Partnership’s consolidated balance sheets did not include any material amounts of restricted cash as of September 30, 2023 or December 31, 2022. We place our cash deposits and temporary cash investments with high credit quality financial institutions. At times, our cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit. The net change in operating assets and liabilities, net of effects of acquisitions, included in cash flows from operating activities is comprised as follows: Nine Months Ended 2023 2022 Accounts receivable $ (1,125) $ (999) Accounts receivable from related companies (8) 17 Inventories (3) (287) Other current assets 208 (176) Other non-current assets, net (135) 106 Accounts payable 1,076 599 Accounts payable to related companies (12) 1 Accrued and other current liabilities 562 585 Other non-current liabilities 669 254 Derivative assets and liabilities, net (50) (312) Net change in operating assets and liabilities, net of effects of acquisitions and divestitures $ 1,182 $ (212) Non-cash investing and financing activities were as follows: Nine Months Ended 2023 2022 Accrued capital expenditures $ 354 $ 454 Lease assets obtained in exchange for new lease liabilities 26 37 Distribution reinvestment 70 42 |
Inventories (Notes)
Inventories (Notes) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory, Net [Abstract] | |
Inventories | INVENTORIES Inventories consisted of the following: September 30, December 31, Natural gas, NGLs and refined products $ 1,951 $ 1,802 Crude oil 169 246 Spare parts and other 470 413 Total inventories $ 2,590 $ 2,461 Sunoco LP’s fuel inventories are stated at the lower of cost or market using the last-in, first-out (“LIFO”) method. As of September 30, 2023 and December 31, 2022, the carrying value of Sunoco LP’s fuel inventory included lower of cost or market reserves of $3 million and $116 million, respectively. For the three and nine months ended September 30, 2023 and 2022, the Partnership’s consolidated income statements did not include any material amounts of income from the liquidation of Sunoco LP’s LIFO fuel inventory. For the three months ended September 30, 2023 and 2022, the Partnership’s cost of products sold included favorable inventory adjustments of $141 million and unfavorable inventory adjustments of $40 million, respectively, related to Sunoco LP’s LIFO inventory. For the nine months ended September 30, 2023 and 2022, the Partnership’s cost of products sold included favorable inventory adjustments of $113 million and favorable inventory adjustments of $81 million, respectively, related to Sunoco LP’s LIFO inventory. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASURESWe have commodity derivatives and interest rate derivatives that are accounted for as assets and liabilities at fair value in our consolidated balance sheets. We determine the fair value of our assets and liabilities subject to fair value measurement by using the highest possible “level” of inputs. Level 1 inputs are observable quotes in an active market for identical assets and liabilities. We consider the valuation of marketable securities and commodity derivatives transacted through a clearing broker with a published price from the appropriate exchange as a Level 1 valuation. Level 2 inputs are inputs observable for similar assets and liabilities. We consider OTC commodity derivatives entered into directly with third parties as a Level 2 valuation since the values of these derivatives are quoted on an exchange for similar transactions. Additionally, we consider options transacted through a clearing broker as having Level 2 inputs due to the level of activity of these contracts on the exchange in which they trade. The valuation methodologies employed for our interest rate derivatives do not necessitate material judgment, and the inputs are observed from actively quoted public markets and therefore are categorized in Level 2. Level 3 inputs are unobservable. During the nine months ended September 30, 2023, no transfers were made between any levels within the fair value hierarchy. The following tables summarize the gross fair value of our financial assets and liabilities measured and recorded at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 based on inputs used to derive their fair values: Fair Value Measurements at Fair Value Total Level 1 Level 2 Assets: Interest rate derivatives $ 14 $ — $ 14 Commodity derivatives: Natural Gas: Basis Swaps IFERC/NYMEX $ 3 $ 3 $ — Swing Swaps IFERC 4 4 — Fixed Swaps/Futures 28 28 — Forward Physical Contracts 3 — 3 Power: Forwards 46 — 46 Futures 6 6 — NGLs – Forwards/Swaps 256 256 — Refined Products – Futures 27 27 — Crude – Forwards/Swaps 32 32 — Total commodity derivatives 405 356 49 Other non-current assets 28 18 10 Total assets $ 447 $ 374 $ 73 Liabilities: Commodity derivatives: Natural Gas: Basis Swaps IFERC/NYMEX $ (10) $ (10) $ — Swing Swaps IFERC (5) (5) — Fixed Swaps/Futures (2) (2) — Power: Forwards (45) — (45) Futures (5) (5) — NGLs – Forwards/Swaps (306) (306) — Refined Products – Futures (35) (35) — Crude – Forwards/Swaps (41) (41) — Total commodity derivatives (449) (404) (45) Total liabilities $ (449) $ (404) $ (45) Fair Value Measurements at Fair Value Total Level 1 Level 2 Assets: Commodity derivatives: Natural Gas: Basis Swaps IFERC/NYMEX $ 60 $ 60 $ — Swing Swaps IFERC 75 75 — Fixed Swaps/Futures 113 113 — Forward Physical Contracts 10 — 10 Power: Forwards 52 — 52 Futures 3 3 — NGLs – Forwards/Swaps 317 317 — Refined Products – Futures 20 20 — Crude – Forwards/Swaps 38 38 — Total commodity derivatives 688 626 62 Other non-current assets 27 18 9 Total assets $ 715 $ 644 $ 71 Liabilities: Interest rate derivatives $ (23) $ — $ (23) Commodity derivatives: Natural Gas: Basis Swaps IFERC/NYMEX (25) (25) — Swing Swaps IFERC (12) (12) — Fixed Swaps/Futures (4) (4) — Forward Physical Contracts (2) — (2) Power: Forwards (51) — (51) Futures (3) (3) — NGLs – Forwards/Swaps (358) (358) — Refined Products – Futures (59) (59) — Crude – Forwards/Swaps (12) (12) — Total commodity derivatives (526) (473) (53) Total liabilities $ (549) $ (473) $ (76) The aggregate estimated fair value and carrying amount of our consolidated debt obligations as of September 30, 2023 were $44.60 billion and $48.08 billion, respectively. As of December 31, 2022, the aggregate fair value and carrying amount of our consolidated debt obligations were $45.42 billion and $48.26 billion, respectively. The fair value of our consolidated debt obligations is a Level 2 valuation based on the respective debt obligations’ observable inputs for similar liabilities. |
Net Income per Limited Partner
Net Income per Limited Partner Unit | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income Per Limited Partner Unit | NET INCOME PER COMMON UNIT A reconciliation of income or loss and weighted average units used in computing basic and diluted income per common unit is as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net income $ 1,047 $ 1,322 $ 3,727 $ 4,431 Less: Net income attributable to noncontrolling interests 451 304 1,080 793 Less: Net income attributable to redeemable noncontrolling interests 12 12 39 37 Net income, net of noncontrolling interests 584 1,006 2,608 3,601 Less: General Partner’s interest in net income — 1 2 3 Less: Preferred Unitholders’ interest in net income 118 106 340 317 Common Unitholders’ interest in net income $ 466 $ 899 $ 2,266 $ 3,281 Basic Income per Common Unit: Weighted average common units 3,144.0 3,087.6 3,122.3 3,085.6 Basic income per common unit $ 0.15 $ 0.29 $ 0.73 $ 1.06 Diluted Income per Common Unit: Common Unitholders’ interest in net income $ 466 $ 899 $ 2,266 $ 3,281 Dilutive effect of equity-based compensation of subsidiaries (1) 1 — 2 2 Diluted income attributable to Common Unitholders $ 465 $ 899 $ 2,264 $ 3,279 Weighted average common units 3,144.0 3,087.6 3,122.3 3,085.6 Dilutive effect of unvested restricted unit awards (1) 23.7 21.0 23.6 20.8 Weighted average common units, assuming dilutive effect of unvested restricted unit awards 3,167.7 3,108.6 3,145.9 3,106.4 Diluted income per common unit $ 0.15 $ 0.29 $ 0.72 $ 1.06 (1) Dilutive effects are excluded from the calculation for periods where the impact would have been antidilutive. |
Debt Obligations
Debt Obligations | 9 Months Ended |
Sep. 30, 2023 | |
Debt Obligations [Abstract] | |
Debt Obligations | DEBT OBLIGATIONS Recent Transactions Senior Notes On November 1, 2023, the Partnership redeemed $600 million aggregate principal amount of its 4.50% Senior Notes due November 1, 2023 using proceeds from the senior notes offering discussed in the following paragraph. In October 2023, the Partnership issued $1.00 billion aggregate principal amount of 6.05% Senior Notes due 2026, $500 million aggregate principal amount of 6.10% Senior Notes due 2028, $1.00 billion aggregate principal amount of 6.40% Senior Notes due 2030 and $1.50 billion aggregate principal amount of 6.55% Senior Notes due 2033. The Partnership intends to use the net proceeds to refinance existing indebtedness, including borrowings under its Five-Year Credit Facility (defined below) and for general partnership purposes. In the third quarter of 2023, the Partnership redeemed $500 million aggregate principal amount of its 4.20% Senior Notes due September 2023 using proceeds from its Five-Year Credit Facility. In the first quarter of 2023, the Partnership redeemed $350 million aggregate principal amount of its 3.45% Senior Notes due January 2023, $800 million aggregate principal amount of its 3.60% Senior Notes due February 2023 and $1.00 billion aggregate principal amount of its 4.25% Senior Notes due March 2023 using proceeds from its Five-Year Credit Facility. HFOTCO Debt In May 2023, the Partnership refinanced all of the $225 million outstanding principal amount of HFOTCO tax-exempt bonds with new 10-year tax-exempt bonds. The new bonds, which were issued through the Harris County Industrial Development Corporation and are obligations of Energy Transfer, accrue interest at a fixed rate of 4.05% and are mandatorily redeemable in 2033. Upon redemption, these tax-exempt bonds may be remarketed on different terms through final maturity of November 1, 2050. Sunoco LP Senior Notes Offering In September 2023, Sunoco LP issued $500 million aggregate principal amount of 7.00% senior notes due 2028 in a private placement to eligible purchasers. The net proceeds from this offering were used to repay a portion of Sunoco LP’s existing borrowings under its credit facility. Current Maturities of Long-Term Debt As of September 30, 2023, current maturities of long-term debt reflected on the Partnership’s consolidated balance sheet included $1.00 billion of senior notes issued by the Bakken Pipeline entities, which mature in April 2024. Credit Facilities and Commercial Paper Five-Year Credit Facility The Partnership’s revolving credit facility (the “Five-Year Credit Facility”) allows for unsecured borrowings up to $5.00 billion and matures in April 2027. The Five-Year Credit Facility contains an accordion feature, under which the total aggregate commitment may be increased up to $7.00 billion under certain conditions. As of September 30, 2023, the Five-Year Credit Facility had $2.85 billion of outstanding borrowings, of which $1.55 billion consisted of commercial paper. The amount available for future borrowings was $2.12 billion, after accounting for outstanding letters of credit in the amount of $32 million. The weighted average interest rate on the total amount outstanding as of September 30, 2023 was 6.29%. Sunoco LP Credit Facility As of September 30, 2023, Sunoco LP’s credit facility had $647 million of outstanding borrowings and $6 million in standby letters of credit and matures in April 2027. The amount available for future borrowings at September 30, 2023 was $847 million. The weighted average interest rate on the total amount outstanding as of September 30, 2023 was 7.34%. USAC Credit Facility As of September 30, 2023, USAC’s credit facility, which matures in December 2026, had $813 million of outstanding borrowings and no outstanding letters of credit. As of September 30, 2023, USAC had $787 million of availability under its credit facility, and subject to compliance with applicable financial covenants, available borrowing capacity of $434 million. The weighted average interest rate on the total amount outstanding as of September 30, 2023 was 7.99%. Compliance with our Covenants We and our subsidiaries were in compliance with all requirements, tests, limitations and covenants related to our debt agreements as of September 30, 2023. For the quarter ended September 30, 2023, our leverage ratio, as calculated pursuant to the covenant related to our Five-Year Credit Facility, was 3.11x. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest (Notes) | 9 Months Ended |
Sep. 30, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Noncontrolling Interest [Text Block] | REDEEMABLE NONCONTROLLING INTERESTSCertain redeemable noncontrolling interests in the Partnership’s subsidiaries were reflected as mezzanine equity on the consolidated balance sheets. Redeemable noncontrolling interests as of September 30, 2023 and December 31, 2022 included a balance of $477 million related to the USAC Series A preferred units. Redeemable noncontrolling interests also included a balance of $21 million as of September 30, 2023 and $16 million as of December 31, 2022 related to noncontrolling interest holders in one of the Partnership’s consolidated subsidiaries that have the option to sell their interests to the Partnership. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Equity | EQUITY Energy Transfer Common Units Changes in Energy Transfer common units during the nine months ended September 30, 2023 were as follows: Number of Units Number of common units at December 31, 2022 3,094.4 Common units issued under the distribution reinvestment plan 5.5 Common units issued for Lotus Midstream acquisition 44.5 Common units vested under equity incentive plans and other 0.7 Number of common units at September 30, 2023 3,145.1 Energy Transfer Repurchase Program During the nine months ended September 30, 2023, Energy Transfer did not repurchase any of its common units under its current buyback program. As of September 30, 2023, $880 million remained available to repurchase under the current program. Energy Transfer Distribution Reinvestment Program During the nine months ended September 30, 2023, distributions of $70 million were reinvested under the distribution reinvestment program. As of September 30, 2023, a total of 6 million Energy Transfer common units remained available to be issued under the existing registration statement in connection with the distribution reinvestment program. Cash Distributions on Energy Transfer Common Units Distributions declared and/or paid with respect to Energy Transfer common units subsequent to December 31, 2022 were as follows: Quarter Ended Record Date Payment Date Rate December 31, 2022 February 7, 2023 February 21, 2023 $ 0.3050 March 31, 2023 May 8, 2023 May 22, 2023 0.3075 June 30, 2023 August 14, 2023 August 21, 2023 0.3100 September 30, 2023 October 30, 2023 November 20, 2023 0.3125 Energy Transfer Preferred Units As of September 30, 2023 and December 31, 2022, Energy Transfer’s outstanding preferred units included 950,000 Series A Preferred Units, 550,000 Series B Preferred Units, 18,000,000 Series C Preferred Units, 17,800,000 Series D Preferred Units, 32,000,000 Series E Preferred Units, 500,000 Series F Preferred Units, 1,484,780 Series G Preferred Units and 900,000 Series H Preferred Units. The following table summarizes changes in the Energy Transfer Preferred Units: Preferred Unitholders Series A Series B Series C Series D Series E Series F Series G Series H Total Balance, December 31, 2022 $ 958 $ 556 $ 440 $ 434 $ 786 $ 496 $ 1,488 $ 893 $ 6,051 Distributions to partners (30) (18) (8) (9) (15) — — — (80) Net income 18 9 8 9 15 8 27 15 109 Balance, March 31, 2023 946 547 440 434 786 504 1,515 908 6,080 Distributions to partners (21) — (8) (9) (15) (16) (53) (29) (151) Net income 22 9 9 9 15 8 26 15 113 Balance, June 30, 2023 947 556 441 434 786 496 1,488 894 6,042 Distributions to partners (22) (20) (12) (8) (15) — — — (77) Net income 23 10 11 10 15 8 27 14 118 Balance, September 30, 2023 $ 948 $ 546 $ 440 $ 436 $ 786 $ 504 $ 1,515 $ 908 $ 6,083 Preferred Unitholders Series A Series B Series C Series D Series E Series F Series G Series H Total Balance, December 31, 2021 $ 958 $ 556 $ 440 $ 434 $ 786 $ 496 $ 1,488 $ 893 $ 6,051 Distributions to partners (30) (18) (8) (9) (15) — — — (80) Net income 15 9 8 9 15 8 27 15 106 Balance, March 31, 2022 943 547 440 434 786 504 1,515 908 6,077 Distributions to partners — — (8) (9) (15) (16) (53) (30) (131) Net income 15 9 8 9 15 8 26 15 105 Balance, June 30, 2022 958 556 440 434 786 496 1,488 893 6,051 Distributions to partners (30) (18) (8) (9) (15) — — — (80) Net income 15 9 8 9 15 8 27 15 106 Balance, September 30, 2022 $ 943 $ 547 $ 440 $ 434 $ 786 $ 504 $ 1,515 $ 908 $ 6,077 Cash Distributions on Energy Transfer Preferred Units Distributions declared on the Energy Transfer Preferred Units were as follows: Period Ended Record Date Payment Date Series A (1) Series B (2) Series C (1) Series D (1) Series E Series F (2) Series G (2) Series H (2) December 31, 2022 February 1, 2023 February 15, 2023 $ 31.250 $ 33.125 $ 0.4609 $ 0.4766 $ 0.475 $ — $ — $ — March 31, 2023 May 1, 2023 May 15, 2023 21.982 — 0.4609 0.4766 0.475 33.750 35.625 32.500 June 30, 2023 August 1, 2023 August 15, 2023 23.891 33.125 0.6294 0.4766 0.475 — — — September 30, 2023 November 1, 2023 November 15, 2023 24.672 — 0.6489 0.6622 0.475 33.750 35.625 32.500 (1) See additional information on Series A, Series C and Series D distributions below. (2) Series B, Series F, Series G and Series H distributions are paid on a semi-annual basis. Prior to February 15, 2023, distributions on the Series A Preferred Units accrued at a fixed rate of 6.250% per annum of the liquidation preference of $1,000. Beginning February 15, 2023 to, but excluding, August 15, 2023, the Series A Preferred Units accrued a floating distribution rate set each quarterly distribution period at a percentage of the $1,000 liquidation preference equal to the then-current three-month LIBOR plus a spread of 4.028% per annum. On and after August 15, 2023, the floating distribution rate on the Series A Preferred Units is based on the three-month SOFR, plus a tenor spread adjustment of 0.26161%, plus 4.028% per annum. Distributions on Series A Preferred Units were previously payable semiannually in arrears until February 15, 2023, and, after February 15, 2023, quarterly in arrears, when, as, and if declared by our General Partner out of legally available funds for such purpose. Prior to May 15, 2023, distributions on the Series C Preferred Units accrued at a fixed rate of 7.375% per annum of the liquidation preference of $25. Beginning May 15, 2023 to, but excluding, August 15, 2023, the Series C Preferred Units accrued a floating distribution rate set each quarterly distribution period at a percentage of the $25 liquidation preference equal to the then-current three-month LIBOR plus a spread of 4.530% per annum. On and after August 15, 2023, the floating distribution rate on the Series C Preferred Units is based on the three-month SOFR, plus a tenor spread adjustment of 0.26161%, plus 4.530% per annum. Prior to August 15, 2023, distributions on the Series D Preferred Units accrued at a fixed rate of 7.625% per annum of the liquidation preference of $25. On and after August 15, 2023, the Series D Preferred Units accrue a floating distribution rate set each quarterly distribution period at a percentage of the $25 liquidation preference equal to the three-month SOFR, plus a tenor spread adjustment of 0.26161%, plus 4.738% per annum. Distributions on the Series B Preferred Units and Series E Preferred Units are scheduled to begin accruing at a floating rate as follows: Beginning of floating rate period Applicable Spread Tenor spread adjustment Floating rate Series B Preferred Units February 15, 2028 4.155 % 0.26161 % Three-month SOFR Series E Preferred Units May 15, 2024 5.161 % 0.26161 % Three-month SOFR Noncontrolling Interests The Partnership’s consolidated financial statements also include noncontrolling interests in Sunoco LP and USAC, both of which are master limited partnerships, as well as other non-wholly-owned consolidated joint ventures. The following sections describe cash distributions made by our publicly traded subsidiaries, Sunoco LP and USAC, both of which are required by their respective partnership agreements to distribute all cash on hand (less appropriate reserves determined by the boards of directors of their respective general partners) subsequent to the end of each quarter. Sunoco LP Cash Distributions Distributions on Sunoco LP’s common units declared and/or paid by Sunoco LP subsequent to December 31, 2022 were as follows: Quarter Ended Record Date Payment Date Rate December 31, 2022 February 7, 2023 February 21, 2023 $ 0.8255 March 31, 2023 May 8, 2023 May 22, 2023 0.8420 June 30, 2023 August 14, 2023 August 21, 2023 0.8420 September 30, 2023 October 30, 2023 November 20, 2023 0.8420 USAC Cash Distributions Distributions on USAC’s common units declared and/or paid by USAC subsequent to December 31, 2022 were as follows: Quarter Ended Record Date Payment Date Rate December 31, 2022 January 23, 2023 February 3, 2023 $ 0.525 March 31, 2023 April 24, 2023 May 5, 2023 0.525 June 30, 2023 July 24, 2023 August 4, 2023 0.525 September 30, 2023 October 23, 2023 November 3, 2023 0.525 USAC’s Warrants As of September 30, 2023 and December 31, 2022, USAC warrants with the right to purchase 10,000,000 USAC common units at a strike price of $19.59 per unit were outstanding. On October 27, 2023, such warrants were exercised in full by the holders. The exercise of the warrants will be net settled for approximately 2,360,000 USAC common units. Accumulated Other Comprehensive Income The following table presents the components of AOCI, net of tax: September 30, December 31, Unrealized gains on available-for-sale securities $ 11 $ 9 Foreign currency translation adjustment 6 1 Actuarial loss related to pensions and other postretirement benefits (7) (7) Investments in unconsolidated affiliates, net 19 13 Total AOCI included in partners’ capital, net of tax $ 29 $ 16 |
Regulatory Matters, Commitments
Regulatory Matters, Commitments, Contingencies And Environmental Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Regulatory Matters, Commitments, Contingencies And Environmental Liabilities [Abstract] | |
Regulatory Matters, Commitments, Contingencies And Environmental Liabilities | REGULATORY MATTERS, COMMITMENTS, CONTINGENCIES AND ENVIRONMENTAL LIABILITIES FERC Proceedings Rover – FERC - Stoneman House In late 2016, FERC Enforcement Staff began a non-public investigation related to Rover’s purchase and removal of a potentially historic home (known as the Stoneman House) while Rover’s application for permission to construct the new 711-mile interstate natural gas pipeline and related facilities was pending. On March 18, 2021, FERC issued an Order to Show Cause and Notice of Proposed Penalty (Docket No. IN19-4-000), ordering Rover to explain why it should not pay a $20 million civil penalty for alleged violations of FERC regulations requiring certificate holders to be forthright in their submissions of information to the FERC. Rover filed its answer and denial to the order on June 21, 2021 and a surreply on September 15, 2021. FERC issued an order on January 20, 2022 setting the matter for hearing before an administrative law judge. The hearing was set to commence on March 6, 2023; as explained below, this FERC proceeding has been stayed. On February 1, 2022, Energy Transfer and Rover filed a Complaint for Declaratory Relief in the United States District Court for the Northern District of Texas (“Federal District Court”) seeking an order declaring that FERC must bring its enforcement action in federal district court (instead of before an administrative law judge). Also on February 1, 2022, Energy Transfer and Rover filed an expedited request to stay the proceedings before the FERC administrative law judge pending the outcome of the Federal District Court case. On May 24, 2022, the Federal District Court ordered a stay of the FERC’s enforcement case and the District Court case pending the resolution of two cases pending before the United States Supreme Court. Arguments were heard in those cases on November 7, 2022. On April 14, 2023, the United States Supreme Court held against the government in both cases, finding that the federal district courts had jurisdiction to hear those suits and to resolve the parties’ constitutional challenges. The cases were remanded to the federal district courts for further proceedings. On September 13, 2023 the District Court ordered that the District Court case would be stayed pending the resolution of another case pending before the United States Supreme Court and that the FERC enforcement case would remain stayed. Energy Transfer and Rover intend to vigorously defend this claim. Rover – FERC - Tuscarawas In mid-2017, FERC Enforcement Staff began a non-public investigation regarding allegations that diesel fuel may have been included in the drilling mud at the Tuscarawas River horizontal directional drilling (“HDD”) operations. Rover and the Partnership are cooperating with the investigation. In 2019, Enforcement Staff provided Rover with a notice pursuant to Section 1b.19 of the FERC regulations that Enforcement Staff intended to recommend that the FERC pursue an enforcement action against Rover and the Partnership. On December 16, 2021, FERC issued an Order to Show Cause and Notice of Proposed Penalty (Docket No. IN17-4-000), ordering Rover and Energy Transfer to show cause why they should not be found to have violated Section 7(e) of the Natural Gas Act, Section 157.20 of FERC’s regulations, and the Rover Pipeline Certificate Order, and assessed civil penalties of $40 million. Rover and Energy Transfer filed their answer to this order on March 21, 2022, and Enforcement Staff filed a reply on April 20, 2022. Rover and Energy Transfer filed their surreply to this order on May 13, 2022. The primary contractor (and one of the subcontractors) responsible for the HDD operations of the Tuscarawas River site have agreed to indemnify Rover and the Partnership for any and all losses, including any fines and penalties from government agencies, resulting from their actions in conducting such HDD operations. Given the stage of the proceedings, the Partnership is unable at this time to provide an assessment of the potential outcome or range of potential liability, if any; however, the Partnership believes the indemnity described above will be applicable to the penalty proposed by Enforcement Staff and intends to vigorously defend itself against the subject claims. Other FERC Proceedings By an order issued January 16, 2019, the FERC initiated a review of Panhandle’s then existing rates pursuant to Section 5 of the Natural Gas Act to determine whether the rates charged by Panhandle are just and reasonable and set the matter for hearing. On August 30, 2019, Panhandle filed a general rate proceeding under Section 4 of the Natural Gas Act. The Natural Gas Act Section 5 and Section 4 proceedings were consolidated by order of the Chief Judge on October 1, 2019. The initial decision by the administrative law judge was issued on March 26, 2021, and on December 16, 2022, the FERC issued its order on the initial decision. On January 17, 2023, Panhandle and the Michigan Public Service Commission each filed a request for rehearing of FERC’s order on the initial decision, which were denied by operation of law as of February 17, 2023. On March 23, 2023, Panhandle appealed these orders to the United States Court of Appeals for the District of Columbia Circuit (“Court of Appeals”), and the Michigan Public Service Commission also subsequently appealed these orders. On April 25, 2023, the Court of Appeals consolidated Panhandle’s and Michigan Public Service Commission’s appeals and stayed the consolidated appeal proceeding while FERC further considered the requests for rehearing of its December 16, 2022 order. On September 25, 2023, FERC issued its order addressing arguments raised on rehearing and compliance, which denied our requests for rehearing. Panhandle is evaluating the September 25 order and has sixty days from that date to appeal the order to the Court of Appeals. On December 1, 2022, Sea Robin filed a rate case pursuant to Section 4 of the Natural Gas Act. By order dated June 29, 2023, a revised procedural schedule was adopted in this proceeding setting the commencement of the hearing for January 9, 2024, with an initial decision anticipated by May 21, 2024. Subsequently, by Order of the Acting Chief Administrative Law Judge, deadlines in the procedural schedule were extended, including revised hearing commencement and initial decisions deadlines to March 26, 2024 and August 8, 2024, respectively. In May 2021, the FERC commenced an audit of SPLP for the period from January 1, 2018 to present to evaluate SPLP’s compliance with its FERC oil tariffs, the accounting requirements of the Uniform System of Accounts as prescribed by the FERC, and the FERC’s Form No. 6 reporting requirements. An audit report was received in September 2023 noting no issues that would have a material impact on the Partnership's financial position or results of operations. Internal Revenue Service Audits The Partnership’s 2020 U.S. Federal income tax return is currently under examination by the Internal Revenue Service (“IRS”). In general, Energy Transfer and its subsidiaries are no longer subject to examination by the IRS and most state jurisdictions for 2017 and prior tax years. USAC is currently under examination by the IRS for years 2019 and 2020. The IRS has issued preliminary partnership examination changes, along with imputed underpayment computations. Based on discussions with the IRS, USAC has estimated a potential range of loss up to $25 million. Once a final partnership imputed underpayment, if any, is determined, USAC’s general partner may either elect to pay the imputed underpayment (including any applicable penalties and interest) directly to the IRS or, if eligible, issue a revised information statement to each USAC unitholder, and former USAC unitholder, with respect to an audited and adjusted return. Commitments In the normal course of business, Energy Transfer purchases, processes and sells natural gas pursuant to long-term contracts and enters into long-term transportation and storage agreements. Such contracts contain terms that are customary in the industry. Energy Transfer believes that the terms of these agreements are commercially reasonable and will not have a material adverse effect on the Partnership’s financial position or results of operations. Our joint venture agreements require that we fund our proportionate share of capital contributions to our unconsolidated affiliates. Such contributions will depend upon the unconsolidated affiliates’ capital requirements, such as for funding capital projects or repayment of long-term obligations. We have certain non-cancelable rights-of-way (“ROW”) commitments which require fixed payments and either expire upon our chosen abandonment or at various dates in the future. The following table reflects ROW expense included in operating expenses in the accompanying consolidated statements of operations: Three Months Ended Nine Months Ended 2023 2022 2023 2022 ROW expense $ 20 $ 16 $ 46 $ 44 Litigation and Contingencies We may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business. Due to the flammable and combustible nature of natural gas and crude oil, the potential exists for personal injury and/or property damage to occur in connection with their transportation, storage or use. In the ordinary course of business, we are sometimes threatened with or named as a defendant in various lawsuits seeking actual and punitive damages for product liability, personal injury and property damage. We maintain liability insurance with insurers in amounts and with coverage and deductibles management believes are reasonable and prudent, and which are generally accepted in the industry. However, there can be no assurance that the levels of insurance protection currently in effect will continue to be available at reasonable prices or that such levels will remain adequate to protect us from material expenses related to product liability, personal injury or property damage in the future. We or our subsidiaries are parties to various legal proceedings, arbitrations and/or regulatory proceedings incidental to our businesses. For each of these matters, we evaluate the merits of the case, our exposure to the matter, possible legal or settlement strategies, the likelihood of an unfavorable outcome and the availability of insurance coverage. If we determine that an unfavorable outcome of a particular matter is probable and can be estimated, we accrue the contingent obligation, as well as any expected insurance recoverable amounts related to the contingency. As new information becomes available, our estimates may change. The impact of these changes may have a significant effect on our results of operations in a single period. As of September 30, 2023 and December 31, 2022, accruals of approximately $947 million and $200 million, respectively, were reflected on our consolidated balance sheets related to contingent obligations that met both the probable and reasonably estimable criteria. In addition, we may recognize additional contingent losses in the future related to (i) contingent matters for which a loss is currently considered reasonably possible but not probable and/or (ii) losses in excess of amounts that have already been accrued for such contingent matters. In some of these cases, we are not able to estimate possible losses or a range of possible losses in excess of amounts accrued. For such matters where additional contingent losses can be reasonably estimated, the range of additional losses is estimated to be up to approximately $200 million. The outcome of these matters cannot be predicted with certainty and there can be no assurance that the outcome of a particular matter will not result in the payment of amounts that have not been accrued for the matter. Furthermore, we may revise accrual amounts or our estimates of reasonably possible losses prior to resolution of a particular contingency based on changes in facts and circumstances or changes in the expected outcome. The following sections include descriptions of certain matters that could impact the Partnership’s financial position, results of operations and/or cash flows in future periods. The following sections also include updates to certain matters that have previously been disclosed, even if those matters are not anticipated to have a potentially significant impact on future periods. In addition to the matters disclosed in the following sections, the Partnership is also involved in multiple other matters that could impact future periods, including other lawsuits and arbitration related to the Partnership’s commercial agreements. With respect to such matters, contingencies that met both the probable and reasonably estimable criteria have been included in the accruals disclosed above, and the range of additional losses disclosed above also reflects any relevant amounts for such matters. Dakota Access Pipeline On July 27, 2016, the Standing Rock Sioux Tribe (“SRST”) filed a lawsuit in the United States District Court for the District of Columbia (“District Court”) challenging permits issued by the United States Army Corps of Engineers (“USACE”) that allowed Dakota Access to cross the Missouri River at Lake Oahe in North Dakota. The case was subsequently amended to challenge an easement issued by the USACE that allowed the pipeline to cross land owned by the USACE adjacent to the Missouri River. Dakota Access and the Cheyenne River Sioux Tribe (“CRST”) intervened. Separate lawsuits filed by the Oglala Sioux Tribe (“OST”) and the Yankton Sioux Tribe (“YST”) were consolidated with this action and several individual tribal members intervened (collectively, with SRST and CRST, the “Tribes”). On March 25, 2020, the District Court remanded the case back to the USACE for preparation of an Environment Impact Statement (“EIS”). On July 6, 2020, the District Court vacated the easement and ordered the Dakota Access Pipeline to be shut down and emptied of oil by August 5, 2020. Dakota Access and the USACE appealed to the Court of Appeals which granted an administrative stay of the District Court’s July 6 order and ordered further briefing on whether to fully stay the July 6 order. On August 5, 2020, the Court of Appeals (1) granted a stay of the portion of the District Court order that required Dakota Access to shut the pipeline down and empty it of oil, (2) denied a motion to stay the March 25 order pending a decision on the merits by the Court of Appeals as to whether the USACE would be required to prepare an EIS and (3) denied a motion to stay the District Court’s order to vacate the easement during this appeal process. The August 5 order also states that the Court of Appeals expected the USACE to clarify its position with respect to whether USACE intended to allow the continued operation of the pipeline notwithstanding the vacatur of the easement and that the District Court may consider additional relief, if necessary. On August 10, 2020, the District Court ordered the USACE to submit a status report by August 31, 2020, clarifying its position with regard to its decision-making process with respect to the continued operation of the pipeline. On August 31, 2020, the USACE submitted a status report that indicated that it considered the presence of the pipeline at the Lake Oahe crossing without an easement to constitute an encroachment on federal land, and that it was still considering whether to exercise its enforcement discretion regarding this encroachment. The Tribes subsequently filed a motion seeking an injunction to stop the operation of the pipeline and both USACE and Dakota Access filed briefs in opposition of the motion for injunction. The motion for injunction was fully briefed as of January 8, 2021. On January 26, 2021, the Court of Appeals affirmed the District Court’s March 25, 2020 order requiring an EIS and its July 6, 2020 order vacating the easement. In this same January 26 order, the Court of Appeals also overturned the District Court’s July 6, 2020 order that the pipeline shut down and be emptied of oil. Dakota Access filed for rehearing en banc on April 12, 2021, which the Court of Appeals denied. On September 20, 2021, Dakota Access filed a petition with the U.S. Supreme Court to hear the case. Oppositions were filed by the Solicitor General (December 17, 2021) and the Tribes (December 16, 2021). Dakota Access filed their reply on January 4, 2022. On February 22, 2022, the U.S. Supreme Court declined to hear the case. The District Court scheduled a status conference for February 10, 2021 to discuss the effects of the Court of Appeals’ January 26, 2021 order on the pending motion for injunctive relief, as well as USACE’s expectations as to how it will proceed regarding its enforcement discretion regarding the easement. On May 3, 2021, USACE advised the District Court that it had not changed its position with respect to its opposition to the Tribes’ motion for injunction. On May 21, 2021, the District Court denied the plaintiffs’ request for an injunction. On June 22, 2021, the District Court terminated the consolidated lawsuits and dismissed all remaining outstanding counts without prejudice. On September 8, 2023, the USACE published the Draft EIS. The USACE anticipates that a Final EIS and Record of Decision would be issued in 2024. The pipeline continues to operate pending completion of the EIS. Energy Transfer cannot determine when or how future lawsuits will be resolved or the impact they may have on the Bakken Pipeline, which consists of both Dakota Access and the Energy Transfer Crude Oil Pipeline; however, Energy Transfer expects that after the law and complete record are fully considered, any such proceeding will be resolved in a manner that will allow the pipeline to continue to operate. In addition, lawsuits and/or regulatory proceedings or actions of this or a similar nature could result in interruptions to construction or operations of current or future projects, delays in completing those projects and/or increased project costs, all of which could have an adverse effect on our business and results of operations. Mont Belvieu Incident On June 26, 2016, a hydrocarbon storage well located on another operator’s facility adjacent to Lone Star NGL Mont Belvieu LP’s (“Lone Star”), now known as Energy Transfer Mont Belvieu NGLs LP, facilities in Mont Belvieu, Texas experienced an over-pressurization resulting in a subsurface release. The subsurface release caused a fire at Lone Star’s South Terminal and damage to Lone Star’s storage well operations at its South and North Terminals. Normal operations resumed at the facilities in the fall of 2016, with the exception of one of Lone Star’s storage wells at the North Terminal that has not been returned to service. Lone Star has obtained payment for most of the losses it has submitted to the adjacent operator. Lone Star continues to quantify and seek reimbursement for outstanding losses. MTBE Litigation ETC Sunoco and Energy Transfer R&M (collectively, “Sunoco Defendants”) are defendants in lawsuits alleging methyl tertiary butyl ether (“MTBE”) contamination of groundwater. The plaintiffs, state-level governmental entities, assert product liability, nuisance, trespass, negligence, violation of environmental laws and/or deceptive business practices claims. The plaintiffs seek to recover compensatory damages, and in some cases also seek natural resource damages, injunctive relief, punitive damages and attorneys’ fees. As of September 30, 2023, Sunoco Defendants are defendants in two cases: one case initiated by the State of Maryland and one by the Commonwealth of Pennsylvania. The actions brought also named as defendants ETO, ETP Holdco Corporation and Sunoco Partners Marketing & Terminals L.P., now known as Energy Transfer Marketing & Terminals L.P. ETP Holdco Corporation and Energy Transfer Marketing & Terminals L.P. are wholly-owned subsidiaries of Energy Transfer. It is reasonably possible that a loss may be realized in the remaining cases; however, we are unable to estimate the possible loss or range of loss in excess of amounts accrued. An adverse determination with respect to one or more of the MTBE cases could have a significant impact on results of operations during the period in which any such adverse determination occurs, but such an adverse determination likely would not have a material adverse effect on the Partnership’s consolidated financial position. Litigation Filed By or Against Williams In April and May 2016, The Williams Companies, Inc. (“Williams”) filed two lawsuits (the “Williams Litigation”) against Energy Transfer, LE GP, LLC, and, in one of the lawsuits, Energy Transfer Corp LP, ETE Corp GP, LLC, and Energy Transfer Equity GP, LLC (collectively, “Energy Transfer Defendants”) in the Delaware Court of Chancery (“the Court”), alleging that the Energy Transfer Defendants breached their obligations under the Energy Transfer-Williams merger agreement (the “Merger Agreement”). In general, Williams alleges that the Energy Transfer Defendants breached the Merger Agreement by (a) failing to use commercially reasonable efforts to obtain from Latham & Watkins LLP (“Latham”) the delivery of a tax opinion concerning Section 721 of the Internal Revenue Code (“721 Opinion”), (b) issuing the Partnership’s Series A convertible preferred units (the “Issuance”) and (c) making allegedly untrue representations and warranties in the Merger Agreement. Williams asked the Court to compel the Energy Transfer Defendants to close the merger or take various other affirmative actions. After a two-day trial on June 20 and 21, 2016, the Court ruled in favor of the Energy Transfer Defendants and issued a declaratory judgment that Energy Transfer could terminate the merger after June 28, 2016 because of Latham’s inability to provide the required 721 Opinion. The Court did not reach a decision regarding Williams’ claims related to the Issuance or certain of the alleged untrue representations and warranties. On March 23, 2017, the Delaware Supreme Court affirmed this ruling on the June 2016 trial. In September 2016, the parties filed amended pleadings. Williams filed an amended complaint seeking a $410 million termination fee (the “Termination Fee”) based on the alleged breaches of the Merger Agreement listed above. The Energy Transfer Defendants filed amended counterclaims and affirmative defenses, asserting that Williams materially breached the Merger Agreement by, among other things, (a) modifying and qualifying its board recommendation in a manner adverse to the merger, (b) failing to use its reasonable best efforts to consummate the merger, (c) failing to provide material information to Energy Transfer for inclusion in the Form S-4 related to the merger, (d) failing to facilitate the financing of the merger and (e) breaching the Merger Agreement’s forum-selection clause. The Energy Transfer Defendants sought a $1.48 billion termination fee under the Merger Agreement and additional damages caused by Williams’ misconduct. On September 29, 2016, Williams filed a motion to dismiss the Energy Transfer Defendants’ amended counterclaims and to strike certain of the Energy Transfer Defendants’ affirmative defenses. On December 1, 2017, the Court issued a Memorandum Opinion granting in part and denying in part Williams’ motion to dismiss. The Court dismissed, among other things, the Energy Transfer Defendants’ claim for a $1.48 billion termination fee. Trial was held on all remaining claims on May 10-17, 2021, and on December 29, 2021, the Court ruled in favor of Williams and awarded it the Termination Fee plus certain fees and expenses, holding that the Issuance breached the Merger Agreement and that Williams had not materially breached the Merger Agreement, though the Court awarded sanctions against Williams due to its CEO’s intentional spoliation of evidence. The Court subsequently awarded Williams approximately $190 million in attorneys’ fees, expenses and pre-judgment interest. On September 21, 2022, the Court entered a final judgment against the Energy Transfer Defendants in the amount of approximately $601 million plus post-judgment interest at a rate of 3.5% per year, compounded quarterly. The Energy Transfer Defendants filed a notice of appeal on October 21, 2022 and filed their opening brief in support of their appeal on December 30, 2022. Williams filed their answering brief on January 20, 2023, and the Energy Transfer Defendants filed their reply brief on February 6, 2023. The Delaware Supreme Court heard oral argument on July 12, 2023. On October 10, 2023, the Delaware Supreme Court affirmed. On October 25, 2023, Energy Transfer Defendants filed a motion for reargument. Therefore, the mandate will not issue until the Delaware Supreme Court disposes of that motion. Once the mandate issues, the previously-stayed judgment in the amount of approximately $617 million will become effective, plus additional post-judgment interest. Rover - State of Ohio On November 3, 2017, the State of Ohio and the Ohio Environmental Protection Agency (“Ohio EPA”) filed suit against Rover and other defendants (collectively, the “Defendants”) seeking to recover approximately $2.6 million in civil penalties allegedly owed and certain injunctive relief related to permit compliance. The Defendants filed several motions to dismiss, which were granted on all counts. The Ohio EPA appealed, and on December 9, 2019, the Fifth District Court of Appeals entered a unanimous judgment affirming the trial court. The Ohio EPA sought review from the Ohio Supreme Court. On April 22, 2020, the Ohio Supreme Court granted the review. On March 17, 2022, the Ohio Supreme Court reversed in part and remanded to the Ohio trial court. The Ohio Supreme Court agreed with Rover that the State of Ohio had waived its rights under Section 401 of the Clean Water Act but remanded to the trial court to determine whether any of the allegations fell outside the scope of the waiver. On remand, the Ohio EPA voluntarily dismissed four of the other five defendants and dismissed one of its counts against Rover. In its Fourth Amended Complaint, the Ohio EPA removed all paragraphs that alleged violations by the four dismissed defendants, including those where the dismissed defendants were alleged to have acted jointly with Rover or others. At a June 2, 2022, status conference, the trial judge set a schedule for Rover and the other remaining defendant to file motions to dismiss the Fourth Amended Complaint. On August 1, 2022, Rover and the other remaining defendant each filed their respective motions. Briefing on those motions was completed on November 4, 2022. By order issued on October 20, 2023, the trial judge dismissed the Ohio EPA’s Fourth Amended Complaint. Unitholder Litigation Regarding Pipeline Construction Various purported unitholders of Energy Transfer have filed derivative actions against various past and current members of Energy Transfer’s Board of Directors, LE GP, LLC, and Energy Transfer, as a nominal defendant that assert claims for breach of fiduciary duties, unjust enrichment, waste of corporate assets, breach of Energy Transfer’s Partnership Agreement, tortious interference, abuse of control and gross mismanagement related primarily to matters involving the construction of pipelines in Pennsylvania and Ohio. They also seek damages and changes to Energy Transfer’s corporate governance structure. See Bettiol v. LE GP, Case No. 3:19-cv-02890-X (N.D. Tex.); Davidson v. Kelcy L. Warren, Cause No. DC-20-02322 (44th Judicial District of Dallas County, Texas); Harris v. Kelcy L. Warren, Case No. 2:20-cv-00364-GAM (E.D. Pa.); Barry King v. LE GP, Case No. 3:20-cv-00719-X (N.D. Tex.); Inter-Marketing Group USA, Inc. v. LE GP, et at., Case No. 2022-0139-SG (Del. Ch.); Elliot v. LE GP LLC, Case No. 3:22-cv-01527-B (N.D. Tex.); Chapa v. Kelcy L. Warren, et al., Index No. 611307/2022 (N.Y. Sup. Ct.); Elliott v. LE GP et al, Cause No. DC-22-14194 (Dallas County, Tex.); and Charles King v. LE GP, LLC et al, Cause No. DC-22-14159 (Dallas County, Texas). The Barry King action that was filed in the United States District Court for the Northern District of Texas (Case No. 3:20-cv-00719-X) has been consolidated with the Bettiol action. On August 9, 2022, the Elliot action that was filed in the United States District Court for the Northern District of Texas (Case No. 3:22-cv-01527-B) was voluntarily dismissed. Another purported unitholder of Energy Transfer, Allegheny County Employees’ Retirement System (“ACERS”), individually and on behalf of all others similarly situated, filed a suit under the federal securities laws purportedly on behalf of a class, against Energy Transfer and three of Energy Transfer’s directors: Kelcy L. Warren, John W. McReynolds and Thomas E. Long. See Allegheny County Emps.’ Ret. Sys. v. Energy Transfer LP, Case No. 2:20-00200-GAM (E.D. Pa.). On June 15, 2020, ACERS filed an amended complaint and added as additional defendants Energy Transfer directors Marshall McCrea and Matthew S. Ramsey, as well as Michael J. Hennigan and Joseph McGinn. The amended complaint asserts claims for violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder related primarily to matters involving the construction of pipelines in Pennsylvania. On August 14, 2020, the defendants filed a motion to dismiss ACERS’ amended complaint. On April 6, 2021, the court granted in part and denied in part the defendants’ motion to dismiss. The court held that ACERS could proceed with its claims regarding certain statements put at issue by the amended complaint while also dismissing claims based on other statements. The court also dismissed without prejudice the claims against defendants McReynolds, McGinn and Hennigan. Discovery is ongoing. On August 23, 2022, the court granted in part and denied in part ACERS’ motion for class certification. The court certified a class consisting of those who purchased or otherwise acquired common units of Energy Transfer between February 25, 2017 and November 11, 2019. On June 3, 2022, another purported unitholder of Energy Transfer, Mike Vega, filed suit, purportedly on behalf of a class, against Energy Transfer and Messrs. Warren, Long, McCrea and Whitehurst. See Vega v. Energy Transfer LP et al., Case No. 1:22-cv-4614 (S.D.N.Y.). The action asserts claims for violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder related primarily to statements made in connection with the construction of Rover. On August 10, 2022, the court appointed the New Mexico State Investment Council and Public Employees Retirement Association of New Mexico (the “New Mexico Funds”) as lead plaintiffs. New Mexico Funds filed an amended complaint on September 30, 2022 and added as additional defendants Energy Transfer directors John W. McReynolds and Matthew S. Ramsey. On November 7, 2022, the court granted the defendants’ motion to transfer and transferred this action to the United States District Court for the Northern District of Texas. On January 27, 2023, the defendants filed their motion to dismiss the New Mexico Funds’ amended complaint. The defendants cannot predict the outcome of these lawsuits or any lawsuits that might be filed subsequent to the date of this filing, nor can the defendants predict the amount of time and expense that will be required to resolve these lawsuits. However, the defendants believe that the claims are without merit and intend to vigorously contest them. Cline Class Action On July 7, 2017, Perry Cline filed a class action complaint in the Eastern District of Oklahoma against Sunoco, Inc. (R&M), LLC (now known as Energy Transfer R&M) and Energy Transfer Marketing & Terminals L.P. (collectively, “ETMT”) that alleged ETMT failed to make timely payments of oil and gas proceeds from Oklahoma wells and to pay statutory interest for those untimely payments. On October 3, 2019, the District Court certified a class to include all persons who received untimely payments from Oklahoma wells on or after July 7, 2012, and who have not already been paid statutory interest on the untimely payments (the “Class”). Excluded from the Class are those entitled to payments of proceeds that qualify as “minimum pay,” prior period adjustments and pass through payments, as well as governmental agencies and publicly traded oil and gas companies. After a bench trial, on August 17, 2020, Judge John Gibney (sitting from the Eastern District of Virginia) issued an opinion t |
Revenue (Notes)
Revenue (Notes) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue [Abstract] | |
Revenue from Contract with Customer [Text Block] | REVENUE Disaggregation of Revenue The Partnership’s consolidated financial statements reflect eight reportable segments, which also represent the level at which the Partnership aggregates revenue for disclosure purposes. Note 13 depicts the disaggregation of revenue by segment. Contract Balances with Customers The Partnership satisfies its obligations by transferring goods or services in exchange for consideration from customers. The timing of performance may differ from the timing the associated consideration is paid to or received from the customer, thus resulting in the recognition of a contract asset or a contract liability. The Partnership recognizes a contract asset when making upfront consideration payments to certain customers or when providing services to customers prior to the time at which the Partnership is contractually allowed to bill for such services. The Partnership recognizes a contract liability if the customer’s payment of consideration precedes the Partnership’s fulfillment of the performance obligations. Certain contracts contain provisions requiring customers to pay a fixed minimum fee, but allow customers to apply such fees against services to be provided at a future point in time. These amounts are reflected as deferred revenue until the customer applies the deficiency fees to services provided or becomes unable to use the fees as payment for future services due to expiration of the contractual period the fees can be applied or physical inability of the customer to utilize the fees due to capacity constraints. Additionally, Sunoco LP maintains some franchise agreements requiring dealers to make one-time upfront payments for long-term license agreements. Sunoco LP recognizes a contract liability when the upfront payment is received and recognizes revenue over the term of the license. The following table summarizes the consolidated activity of our contract liabilities: Contract Liabilities Balance, December 31, 2022 $ 615 Additions 794 Revenue recognized (836) Balance, September 30, 2023 $ 573 Balance, December 31, 2021 $ 459 Additions 815 Revenue recognized (688) Other (13) Balance, September 30, 2022 $ 573 The balances of Sunoco LP’s contract assets were as follows: September 30, December 31, Contract assets $ 239 $ 200 Accounts receivable from contracts with customers 1,079 834 Performance Obligations At contract inception, the Partnership assesses the goods and services promised in its contracts with customers and identifies a performance obligation for each promise to transfer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, the Partnership considers all the goods or services promised in the contract, whether explicitly stated or implied based on customary business practices. For a contract that has more than one performance obligation, the Partnership allocates the total contract consideration it expects to be entitled to, to each distinct performance obligation based on a standalone selling price basis. Revenue is recognized when (or as) the performance obligations are satisfied, that is, when the customer obtains control of the good or service. Certain of our contracts contain variable components, which, when combined with the fixed component, are considered a single performance obligation. For these types of contacts, only the fixed components of the contracts are included in the following table. As of September 30, 2023, the aggregate amount of transaction price allocated to unsatisfied (or partially satisfied) performance obligations was $39.83 billion. The Partnership expects to recognize this amount as revenue within the time bands illustrated in the following table: Years Ending December 31, 2023 (remainder) 2024 2025 Thereafter Total Revenue expected to be recognized on contracts with customers existing as of September 30, 2023 $ 2,176 $ 7,345 $ 6,247 $ 24,062 $ 39,830 |
Derivative Assets And Liabiliti
Derivative Assets And Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
General Discussion of Derivative Instruments and Hedging Activities [Abstract] | |
Derivative Assets And Liabilities | DERIVATIVE ASSETS AND LIABILITIES Commodity Price Risk We are exposed to market risks related to the volatility of commodity prices. To manage the impact of volatility from these prices, we utilize various exchange-traded and OTC commodity financial instrument contracts. These contracts consist primarily of futures, swaps and options and are recorded at fair value in our consolidated balance sheets. We use futures and basis swaps, designated as fair value hedges, to hedge our natural gas inventory stored in our Bammel storage facility. At hedge inception, we lock in a margin by purchasing gas in the spot market or off-peak season and entering into a financial contract. Changes in the spreads between the forward natural gas prices and the physical inventory spot price result in unrealized gains or losses until the underlying physical gas is withdrawn and the related designated derivatives are settled. Once the gas is withdrawn and the designated derivatives are settled, the previously unrealized gains or losses associated with these positions are realized. We use futures, swaps and options to hedge the sales price of natural gas we retain for fees in our intrastate transportation and storage segment and operational gas sales in our interstate transportation and storage segment. These contracts are not designated as hedges for accounting purposes. We use NGL and crude derivative swap contracts to hedge forecasted sales of NGL and condensate equity volumes we retain for fees in our midstream segment whereby our subsidiaries generally gather and process natural gas on behalf of producers, sell the resulting residue gas and NGL volumes at market prices and remit to producers an agreed upon percentage of the proceeds based on an index price for the residue gas and NGL. These contracts are not designated as hedges for accounting purposes. We utilize swaps, futures and other derivative instruments to mitigate the risk associated with market movements in the price of natural gas, refined products and NGLs to manage our storage facilities and the purchase and sale of purity NGL. These contracts are not designated as hedges for accounting purposes. We use futures and swaps to achieve ratable pricing of crude oil purchases, to convert certain expected refined product sales to fixed or floating prices, to lock in margins for certain refined products and to lock in the price of a portion of natural gas purchases or sales. These contracts are not designated as hedges for accounting purposes. We use financial commodity derivatives to take advantage of market opportunities in our trading activities which complement our intrastate transportation and storage segment’s operations and are netted in cost of products sold in our consolidated statements of operations. We also have trading and marketing activities related to power and natural gas in our all other segment which are also netted in cost of products sold. As a result of our trading activities and the use of derivative financial instruments in our intrastate transportation and storage segment, the degree of earnings volatility that can occur may be significant, favorably or unfavorably, from period to period. We attempt to manage this volatility through the use of daily position and profit and loss reports provided to our risk oversight committee, which includes members of senior management, and the limits and authorizations set forth in our commodity risk management policy. The following table details our outstanding commodity-related derivatives: September 30, 2023 December 31, 2022 Notional Volume Maturity Notional Volume Maturity Mark-to-Market Derivatives (Trading) Natural Gas (BBtu): Fixed Swaps/Futures 330 2023-2024 145 2023 Basis Swaps IFERC/NYMEX (1) (44,800) 2023-2024 (39,563) 2023 Power (Megawatt): Forwards 171,600 2023-2029 — 2023-2029 Futures (74,391) 2023-2024 (21,384) 2023 Options – Puts 68,800 2023-2024 119,200 2023 Options – Calls — 2023-2024 — — (Non-Trading) Natural Gas (BBtu): Basis Swaps IFERC/NYMEX 48,393 2023-2025 42,440 2023-2024 Swing Swaps IFERC (72,220) 2023-2025 (202,815) 2023-2024 Fixed Swaps/Futures (4,803) 2023-2025 (15,758) 2023-2025 Forward Physical Contracts (2,145) 2023-2025 2,423 2023-2024 NGLs (MBbls) – Forwards/Swaps (14,238) 2023-2026 6,934 2023-2025 Crude (MBbls) – Forwards/Swaps (7,660) 2023-2025 795 2023-2024 Refined Products (MBbls) – Futures (5,751) 2023-2025 (3,547) 2023-2024 Fair Value Hedging Derivatives (Non-Trading) Natural Gas (BBtu): Basis Swaps IFERC/NYMEX (43,745) 2023-2024 (37,448) 2023 Fixed Swaps/Futures (43,745) 2023-2024 (37,448) 2023 Hedged Item – Inventory 43,745 2023-2024 37,448 2023 (1) Includes aggregate amounts for open positions related to Houston Ship Channel, Waha Hub, NGPL TexOk, West Louisiana Zone and Henry Hub locations. Interest Rate Risk We are exposed to market risk for changes in interest rates. To maintain a cost effective capital structure, we borrow funds using a mix of fixed rate debt and variable rate debt. We also manage our interest rate exposure by utilizing interest rate swaps to achieve a desired mix of fixed and variable rate debt. We also utilize forward starting interest rate swaps to lock in the rate on a portion of our anticipated debt issuances. The following table summarizes our interest rate swaps outstanding (including USAC’s), none of which were designated as hedges for accounting purposes: Term Type (1) Notional Amount Outstanding September 30, December 31, Energy Transfer: July 2024 (2) Forward-starting to pay an average fixed rate of 3.388% and receive a floating rate $ — $ 400 USAC: April 2025 (3) Pay a fixed rate of 3.785% and receive a floating rate (effective April 2023) 700 — (1) Floating rates are based on SOFR. (2) The July 2024 interest rate swaps were terminated and settled in August 2023. (3) In October 2023, USAC modified its April 2025 interest rate swap. The termination date was extended from April 1, 2025 to December 31, 2025. Under the modified interest rate swap, USAC pays a fixed interest rate of 3.9725% and continues to receive floating interest rate payments that are indexed to the one-month SOFR. Credit Risk Credit risk refers to the risk that a counterparty may default on its contractual obligations, resulting in a loss to the Partnership. Credit policies have been approved and implemented to govern the Partnership’s portfolio of counterparties with the objective of mitigating credit losses. These policies establish guidelines, controls and limits to manage credit risk within approved tolerances by mandating an appropriate evaluation of the financial condition of existing and potential counterparties, monitoring agency credit ratings, and by implementing credit practices that limit exposure according to the risk profiles of the counterparties. Furthermore, the Partnership may, at times, require collateral under certain circumstances to mitigate credit risk as necessary. The Partnership also uses industry standard commercial agreements which allow for the netting of exposures associated with transactions executed under a single commercial agreement. Additionally, we utilize master netting agreements to offset credit exposure across multiple commercial agreements with a single counterparty or affiliated group of counterparties. Our natural gas transportation and midstream revenues are derived significantly from companies that engage in exploration and production activities. In addition to oil and gas producers, the Partnership’s counterparties consist of a diverse portfolio of customers across the energy industry, including petrochemical companies, commercial and industrial end-users, municipalities, gas and electric utilities, midstream companies and independent power generators. Our overall exposure may be affected positively or negatively by macroeconomic or regulatory changes that impact our counterparties to one extent or another. Currently, management does not anticipate a material adverse effect on our financial position or results of operations as a consequence of counterparty non-performance. The Partnership has maintenance margin deposits with certain counterparties in the OTC market, primarily with independent system operators and with clearing brokers. Payments on margin deposits are required when the value of a derivative exceeds our pre-established credit limit with the counterparty. Margin deposits are returned to us on or about the settlement date for non-exchange traded derivatives, and we exchange margin calls on a daily basis for exchange traded transactions. Since the margin calls are made daily with the exchange brokers, the fair value of the financial derivative instruments are deemed current and netted in deposits paid to vendors within other current assets in the consolidated balance sheets. For financial instruments, failure of a counterparty to perform on a contract could result in our inability to realize amounts that have been recorded on our consolidated balance sheets and recognized in net income or other comprehensive income. Derivative Summary The following table provides a summary of our derivative assets and liabilities: Fair Value of Derivative Instruments Asset Derivatives Liability Derivatives September 30, December 31, September 30, December 31, Derivatives designated as hedging instruments: Commodity derivatives – margin deposits $ 23 $ 87 $ (7) $ (7) 23 87 (7) (7) Derivatives not designated as hedging instruments: Commodity derivatives – margin deposits 311 506 (371) (411) Commodity derivatives 71 95 (71) (108) Interest rate derivatives 14 — — (23) 396 601 (442) (542) Total derivatives $ 419 $ 688 $ (449) $ (549) The following table presents the fair value of our recognized derivative assets and liabilities on a gross basis and amounts offset on the consolidated balance sheets that are subject to enforceable master netting arrangements or similar arrangements: Asset Derivatives Liability Derivatives Balance Sheet Location September 30, December 31, September 30, December 31, Derivatives without offsetting agreements Derivative assets (liabilities) $ 14 $ — $ — $ (23) Derivatives in offsetting agreements: OTC contracts Derivative assets (liabilities) 71 95 (71) (108) Broker cleared derivative contracts Other current assets (liabilities) 334 593 (378) (418) Total gross derivatives 419 688 (449) (549) Offsetting agreements: Counterparty netting Derivative assets (liabilities) (67) (85) 67 85 Counterparty netting Other current assets (liabilities) (303) (359) 303 359 Total net derivatives $ 49 $ 244 $ (79) $ (105) We disclose the non-exchange traded financial derivative instruments as derivative assets and liabilities on our consolidated balance sheets at fair value with amounts classified as either current or long-term depending on the anticipated settlement date. The following table summarizes the location and amounts recognized in our consolidated statements of operations with respect to our derivative financial instruments: Location Amount of Gain (Loss) Recognized in Income on Derivatives Three Months Ended Nine Months Ended 2023 2022 2023 2022 Derivatives not designated as hedging instruments: Commodity derivatives – Trading Cost of products sold $ 4 $ 22 $ (6) $ 50 Commodity derivatives – Non-trading Cost of products sold (166) 186 (106) (6) Interest rate derivatives Gains on interest rate derivatives 32 60 47 303 Total $ (130) $ 268 $ (65) $ 347 |
Reportable Segments
Reportable Segments | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Reportable Segments | REPORTABLE SEGMENTS Our reportable segments, which conduct their business primarily in the United States, are as follows: • intrastate transportation and storage; • interstate transportation and storage; • midstream; • NGL and refined products transportation and services; • crude oil transportation and services; • investment in Sunoco LP; • investment in USAC; and • all other. Consolidated revenues and expenses reflect the elimination of all material intercompany transactions. Revenues from our intrastate transportation and storage segment are primarily reflected in natural gas sales and gathering, transportation and other fees. Revenues from our interstate transportation and storage segment are primarily reflected in gathering, transportation and other fees. Revenues from our midstream segment are primarily reflected in natural gas sales, NGL sales and gathering, transportation and other fees. Revenues from our NGL and refined products transportation and services segment are primarily reflected in NGL sales and gathering, transportation and other fees. Revenues from our crude oil transportation and services segment are primarily reflected in crude sales. Revenues from our investment in Sunoco LP segment are primarily reflected in refined product sales. Revenues from our investment in USAC segment are primarily reflected in gathering, transportation and other fees. Revenues from our all other segment are primarily reflected in natural gas sales and gathering, transportation and other fees. We report Segment Adjusted EBITDA and consolidated Adjusted EBITDA as measures of segment performance. We define Segment Adjusted EBITDA and consolidated Adjusted EBITDA as total partnership earnings before interest, taxes, depreciation, depletion, amortization and other non-cash items, such as non-cash compensation expense, gains and losses on disposals of assets, the allowance for equity funds used during construction, unrealized gains and losses on commodity risk management activities, inventory valuation adjustments, non-cash impairment charges, losses on extinguishments of debt and other non-operating income or expense items, as well as certain non-recurring gains and losses. Inventory adjustments that are excluded from the calculation of Adjusted EBITDA represent only the changes in lower of cost or market reserves on inventory that is carried at LIFO. These amounts are unrealized valuation adjustments applied to Sunoco LP’s fuel volumes remaining in inventory at the end of the period. Segment Adjusted EBITDA and consolidated Adjusted EBITDA reflect amounts for unconsolidated affiliates based on the same recognition and measurement methods used to record equity in earnings of unconsolidated affiliates. Adjusted EBITDA related to unconsolidated affiliates excludes the same items with respect to the unconsolidated affiliate as those excluded from the calculation of Segment Adjusted EBITDA and consolidated Adjusted EBITDA, such as interest, taxes, depreciation, depletion, amortization and other non-cash items. Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliates. We do not control our unconsolidated affiliates; therefore, we do not control the earnings or cash flows of such affiliates. The use of Segment Adjusted EBITDA or Adjusted EBITDA related to unconsolidated affiliates as an analytical tool should be limited accordingly. The following tables present financial information by segment: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenues: Intrastate transportation and storage: Revenues from external customers $ 880 $ 2,081 $ 2,424 $ 5,550 Intersegment revenues 93 302 646 668 973 2,383 3,070 6,218 Interstate transportation and storage: Revenues from external customers 562 533 1,720 1,591 Intersegment revenues 9 16 35 54 571 549 1,755 1,645 Midstream: Revenues from external customers 775 1,115 2,370 3,399 Intersegment revenues 2,002 3,756 5,629 10,447 2,777 4,871 7,999 13,846 NGL and refined products transportation and services: Revenues from external customers 4,369 5,169 13,210 16,644 Intersegment revenues 891 906 2,654 3,265 5,260 6,075 15,864 19,909 Crude oil transportation and services: Revenues from external customers 7,289 6,415 19,321 19,640 Intersegment revenues — 1 1 2 7,289 6,416 19,322 19,642 Investment in Sunoco LP: Revenues from external customers 6,317 6,577 17,395 19,767 Intersegment revenues 3 17 32 44 6,320 6,594 17,427 19,811 Investment in USAC: Revenues from external customers 212 176 605 503 Intersegment revenues 5 3 16 11 217 179 621 514 All other: Revenues from external customers 335 873 1,009 2,281 Intersegment revenues 109 211 378 480 444 1,084 1,387 2,761 Eliminations (3,112) (5,212) (9,391) (14,971) Total revenues $ 20,739 $ 22,939 $ 58,054 $ 69,375 Three Months Ended Nine Months Ended 2023 2022 2023 2022 Segment Adjusted EBITDA: Intrastate transportation and storage $ 244 $ 301 $ 869 $ 963 Interstate transportation and storage 491 409 1,468 1,259 Midstream 631 868 1,851 2,578 NGL and refined products transportation and services 1,076 634 2,852 2,097 Crude oil transportation and services 706 461 1,906 1,616 Investment in Sunoco LP 257 276 728 681 Investment in USAC 130 109 373 313 All other 6 30 49 149 Adjusted EBITDA (consolidated) $ 3,541 $ 3,088 $ 10,096 $ 9,656 Three Months Ended Nine Months Ended 2023 2022 2023 2022 Reconciliation of net income to Adjusted EBITDA: Net income $ 1,047 $ 1,322 $ 3,727 $ 4,431 Depreciation, depletion and amortization 1,107 1,030 3,227 3,104 Interest expense, net of interest capitalized 632 577 1,892 1,714 Income tax expense 77 82 256 159 Impairment losses and other 1 86 12 386 Gains on interest rate derivatives (32) (60) (47) (303) Non-cash compensation expense 35 27 99 88 Unrealized (gains) losses on commodity risk management activities 107 (76) 182 (130) Inventory valuation adjustments (Sunoco LP) (141) 40 (113) (81) Adjusted EBITDA related to unconsolidated affiliates 182 147 514 409 Equity in earnings of unconsolidated affiliates (103) (68) (286) (186) Non-operating litigation-related loss 625 — 625 — Other, net 4 (19) 8 65 Adjusted EBITDA (consolidated) $ 3,541 $ 3,088 $ 10,096 $ 9,656 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
NET INCOME ATTRIBUTABLE TO PARTNERS | $ 584 | $ 1,006 | $ 2,608 | $ 3,601 |
Insider Trading Arrangements
Insider Trading Arrangements | 9 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Operations And Organization Acc
Operations And Organization Accounting policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The unaudited financial information included in this Form 10-Q has been prepared on the same basis as the audited consolidated financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 17, 2023. In the opinion of the Partnership’s management, such financial information reflects all adjustments necessary for a fair presentation of the financial position and the results of operations for such interim periods in accordance with GAAP. All intercompany items and transactions have been eliminated in consolidation. Certain information and disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The unaudited consolidated financial statements have been prepared in conformity with GAAP, which requires the use of estimates and assumptions made by management that affect the reported amounts of assets, liabilities, revenues, expenses and the accrual for and disclosure of contingent assets and liabilities that exist at the date of the consolidated financial statements. Although these estimates are based on management’s available knowledge of current and expected future events, actual results could be different from those estimates. |
Cash And Cash Equivalents Cash
Cash And Cash Equivalents Cash and Cash Equivalents (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
Cash and Cash Equivalents, Unrestricted Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents include all cash on hand, demand deposits and investments with original maturities of three months or less. We consider cash equivalents to include short-term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value. The Partnership’s consolidated balance sheets did not include any material amounts of restricted cash as of September 30, 2023 or December 31, 2022. We place our cash deposits and temporary cash investments with high credit quality financial institutions. At times, our cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit. |
Inventories Inventories (Polici
Inventories Inventories (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory, Policy [Policy Text Block] | Sunoco LP’s fuel inventories are stated at the lower of cost or market using the last-in, first-out (“LIFO”) method. As of September 30, 2023 and December 31, 2022, the carrying value of Sunoco LP’s fuel inventory included lower of cost or market reserves of $3 million and $116 million, respectively. For the three and nine months ended September 30, 2023 and 2022, the Partnership’s consolidated income statements did not include any material amounts of income from the liquidation of Sunoco LP’s LIFO fuel inventory. For the three months ended September 30, 2023 and 2022, the Partnership’s cost of products sold included favorable inventory adjustments of $141 million and unfavorable inventory adjustments of $40 million, respectively, related to Sunoco LP’s LIFO inventory. For the nine months ended September 30, 2023 and 2022, the Partnership’s cost of products sold included favorable inventory adjustments of $113 million and favorable inventory adjustments of $81 million, respectively, related to Sunoco LP’s LIFO inventory. |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurements (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement, Policy [Policy Text Block] | We have commodity derivatives and interest rate derivatives that are accounted for as assets and liabilities at fair value in our consolidated balance sheets. We determine the fair value of our assets and liabilities subject to fair value measurement by using the highest possible “level” of inputs. Level 1 inputs are observable quotes in an active market for identical assets and liabilities. We consider the valuation of marketable securities and commodity derivatives transacted through a clearing broker with a published price from the appropriate exchange as a Level 1 valuation. Level 2 inputs are inputs observable for similar assets and liabilities. We consider OTC commodity derivatives entered into directly with third parties as a Level 2 valuation since the values of these derivatives are quoted on an exchange for similar transactions. Additionally, we consider options transacted through a clearing broker as having Level 2 inputs due to the level of activity of these contracts on the exchange in which they trade. The valuation methodologies employed for our interest rate derivatives do not necessitate material judgment, and the inputs are observed from actively quoted public markets and therefore are categorized in Level 2. Level 3 inputs are unobservable. During the nine months ended September 30, 2023, no transfers were made between any levels within the fair value hierarchy. |
Revenue Revenue (Policies)
Revenue Revenue (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue [Policy Text Block] | Disaggregation of Revenue The Partnership’s consolidated financial statements reflect eight reportable segments, which also represent the level at which the Partnership aggregates revenue for disclosure purposes. Note 13 depicts the disaggregation of revenue by segment. |
Revenue Recognition, Deferred Revenue [Policy Text Block] | Contract Balances with Customers The Partnership satisfies its obligations by transferring goods or services in exchange for consideration from customers. The timing of performance may differ from the timing the associated consideration is paid to or received from the customer, thus resulting in the recognition of a contract asset or a contract liability. The Partnership recognizes a contract asset when making upfront consideration payments to certain customers or when providing services to customers prior to the time at which the Partnership is contractually allowed to bill for such services. The Partnership recognizes a contract liability if the customer’s payment of consideration precedes the Partnership’s fulfillment of the performance obligations. Certain contracts contain provisions requiring customers to pay a fixed minimum fee, but allow customers to apply such fees against services to be provided at a future point in time. These amounts are reflected as deferred revenue until the customer applies the deficiency fees to services provided or becomes unable to use the fees as payment for future services due to expiration of the contractual period the fees can be applied or physical inability of the customer to utilize the fees due to capacity constraints. Additionally, Sunoco LP maintains some franchise agreements requiring dealers to make one-time upfront payments for long-term license agreements. Sunoco LP recognizes a contract liability when the upfront payment is received and recognizes revenue over the term of the license. The following table summarizes the consolidated activity of our contract liabilities: Contract Liabilities Balance, December 31, 2022 $ 615 Additions 794 Revenue recognized (836) Balance, September 30, 2023 $ 573 Balance, December 31, 2021 $ 459 Additions 815 Revenue recognized (688) Other (13) Balance, September 30, 2022 $ 573 |
Derivative Assets And Liabili_2
Derivative Assets And Liabilities Derivative Assets and Liabilities (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Credit Risk Credit risk refers to the risk that a counterparty may default on its contractual obligations, resulting in a loss to the Partnership. Credit policies have been approved and implemented to govern the Partnership’s portfolio of counterparties with the objective of mitigating credit losses. These policies establish guidelines, controls and limits to manage credit risk within approved tolerances by mandating an appropriate evaluation of the financial condition of existing and potential counterparties, monitoring agency credit ratings, and by implementing credit practices that limit exposure according to the risk profiles of the counterparties. Furthermore, the Partnership may, at times, require collateral under certain circumstances to mitigate credit risk as necessary. The Partnership also uses industry standard commercial agreements which allow for the netting of exposures associated with transactions executed under a single commercial agreement. Additionally, we utilize master netting agreements to offset credit exposure across multiple commercial agreements with a single counterparty or affiliated group of counterparties. Our natural gas transportation and midstream revenues are derived significantly from companies that engage in exploration and production activities. In addition to oil and gas producers, the Partnership’s counterparties consist of a diverse portfolio of customers across the energy industry, including petrochemical companies, commercial and industrial end-users, municipalities, gas and electric utilities, midstream companies and independent power generators. Our overall exposure may be affected positively or negatively by macroeconomic or regulatory changes that impact our counterparties to one extent or another. Currently, management does not anticipate a material adverse effect on our financial position or results of operations as a consequence of counterparty non-performance. The Partnership has maintenance margin deposits with certain counterparties in the OTC market, primarily with independent system operators and with clearing brokers. Payments on margin deposits are required when the value of a derivative exceeds our pre-established credit limit with the counterparty. Margin deposits are returned to us on or about the settlement date for non-exchange traded derivatives, and we exchange margin calls on a daily basis for exchange traded transactions. Since the margin calls are made daily with the exchange brokers, the fair value of the financial derivative instruments are deemed current and netted in deposits paid to vendors within other current assets in the consolidated balance sheets. |
Derivatives, Policy [Policy Text Block] | Commodity Price Risk We are exposed to market risks related to the volatility of commodity prices. To manage the impact of volatility from these prices, we utilize various exchange-traded and OTC commodity financial instrument contracts. These contracts consist primarily of futures, swaps and options and are recorded at fair value in our consolidated balance sheets. We use futures and basis swaps, designated as fair value hedges, to hedge our natural gas inventory stored in our Bammel storage facility. At hedge inception, we lock in a margin by purchasing gas in the spot market or off-peak season and entering into a financial contract. Changes in the spreads between the forward natural gas prices and the physical inventory spot price result in unrealized gains or losses until the underlying physical gas is withdrawn and the related designated derivatives are settled. Once the gas is withdrawn and the designated derivatives are settled, the previously unrealized gains or losses associated with these positions are realized. We use futures, swaps and options to hedge the sales price of natural gas we retain for fees in our intrastate transportation and storage segment and operational gas sales in our interstate transportation and storage segment. These contracts are not designated as hedges for accounting purposes. We use NGL and crude derivative swap contracts to hedge forecasted sales of NGL and condensate equity volumes we retain for fees in our midstream segment whereby our subsidiaries generally gather and process natural gas on behalf of producers, sell the resulting residue gas and NGL volumes at market prices and remit to producers an agreed upon percentage of the proceeds based on an index price for the residue gas and NGL. These contracts are not designated as hedges for accounting purposes. We utilize swaps, futures and other derivative instruments to mitigate the risk associated with market movements in the price of natural gas, refined products and NGLs to manage our storage facilities and the purchase and sale of purity NGL. These contracts are not designated as hedges for accounting purposes. We use futures and swaps to achieve ratable pricing of crude oil purchases, to convert certain expected refined product sales to fixed or floating prices, to lock in margins for certain refined products and to lock in the price of a portion of natural gas purchases or sales. These contracts are not designated as hedges for accounting purposes. We use financial commodity derivatives to take advantage of market opportunities in our trading activities which complement our intrastate transportation and storage segment’s operations and are netted in cost of products sold in our consolidated statements of operations. We also have trading and marketing activities related to power and natural gas in our all other segment which are also netted in cost of products sold. As a result of our trading activities and the use of derivative financial instruments in our intrastate transportation and storage segment, the degree of earnings volatility that can occur may be significant, favorably or unfavorably, from period to period. We attempt to manage this volatility through the use of daily position and profit and loss reports provided to our risk oversight committee, which includes members of senior management, and the limits and authorizations set forth in our commodity risk management policy. |
Acquisitions and Related Tran_2
Acquisitions and Related Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Lotus Midstream LLC | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the assumed allocation of the purchase price among the assets acquired and liabilities assumed: At May 2, 2023 Total current assets $ 61 Property, plant and equipment, net 1,263 Investments in unconsolidated affiliates 138 Lease right-of-use assets, net 10 Other non-current assets 4 Intangible assets, net 75 Total assets 1,551 Total current liabilities 27 Other non-current liabilities 16 Total liabilities 43 Total consideration 1,508 Cash received 4 Total consideration, net of cash received $ 1,504 |
Cash And Cash Equivalents (Tabl
Cash And Cash Equivalents (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
Cash Flow, Operating Capital [Table Text Block] | The net change in operating assets and liabilities, net of effects of acquisitions, included in cash flows from operating activities is comprised as follows: Nine Months Ended 2023 2022 Accounts receivable $ (1,125) $ (999) Accounts receivable from related companies (8) 17 Inventories (3) (287) Other current assets 208 (176) Other non-current assets, net (135) 106 Accounts payable 1,076 599 Accounts payable to related companies (12) 1 Accrued and other current liabilities 562 585 Other non-current liabilities 669 254 Derivative assets and liabilities, net (50) (312) Net change in operating assets and liabilities, net of effects of acquisitions and divestitures $ 1,182 $ (212) |
Schedule Of Non-Cash Investing and Non-Cash Financing Activities | Non-cash investing and financing activities were as follows: Nine Months Ended 2023 2022 Accrued capital expenditures $ 354 $ 454 Lease assets obtained in exchange for new lease liabilities 26 37 Distribution reinvestment 70 42 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory, Net [Abstract] | |
Schedule Of Inventory | Inventories consisted of the following: September 30, December 31, Natural gas, NGLs and refined products $ 1,951 $ 1,802 Crude oil 169 246 Spare parts and other 470 413 Total inventories $ 2,590 $ 2,461 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value, by Balance Sheet Grouping [Table Text Block] | The following tables summarize the gross fair value of our financial assets and liabilities measured and recorded at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 based on inputs used to derive their fair values: Fair Value Measurements at Fair Value Total Level 1 Level 2 Assets: Interest rate derivatives $ 14 $ — $ 14 Commodity derivatives: Natural Gas: Basis Swaps IFERC/NYMEX $ 3 $ 3 $ — Swing Swaps IFERC 4 4 — Fixed Swaps/Futures 28 28 — Forward Physical Contracts 3 — 3 Power: Forwards 46 — 46 Futures 6 6 — NGLs – Forwards/Swaps 256 256 — Refined Products – Futures 27 27 — Crude – Forwards/Swaps 32 32 — Total commodity derivatives 405 356 49 Other non-current assets 28 18 10 Total assets $ 447 $ 374 $ 73 Liabilities: Commodity derivatives: Natural Gas: Basis Swaps IFERC/NYMEX $ (10) $ (10) $ — Swing Swaps IFERC (5) (5) — Fixed Swaps/Futures (2) (2) — Power: Forwards (45) — (45) Futures (5) (5) — NGLs – Forwards/Swaps (306) (306) — Refined Products – Futures (35) (35) — Crude – Forwards/Swaps (41) (41) — Total commodity derivatives (449) (404) (45) Total liabilities $ (449) $ (404) $ (45) Fair Value Measurements at Fair Value Total Level 1 Level 2 Assets: Commodity derivatives: Natural Gas: Basis Swaps IFERC/NYMEX $ 60 $ 60 $ — Swing Swaps IFERC 75 75 — Fixed Swaps/Futures 113 113 — Forward Physical Contracts 10 — 10 Power: Forwards 52 — 52 Futures 3 3 — NGLs – Forwards/Swaps 317 317 — Refined Products – Futures 20 20 — Crude – Forwards/Swaps 38 38 — Total commodity derivatives 688 626 62 Other non-current assets 27 18 9 Total assets $ 715 $ 644 $ 71 Liabilities: Interest rate derivatives $ (23) $ — $ (23) Commodity derivatives: Natural Gas: Basis Swaps IFERC/NYMEX (25) (25) — Swing Swaps IFERC (12) (12) — Fixed Swaps/Futures (4) (4) — Forward Physical Contracts (2) — (2) Power: Forwards (51) — (51) Futures (3) (3) — NGLs – Forwards/Swaps (358) (358) — Refined Products – Futures (59) (59) — Crude – Forwards/Swaps (12) (12) — Total commodity derivatives (526) (473) (53) Total liabilities $ (549) $ (473) $ (76) |
Net Income per Limited Partne_2
Net Income per Limited Partner Unit (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Reconciliation Of Net Income And Weighted Average Units | A reconciliation of income or loss and weighted average units used in computing basic and diluted income per common unit is as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net income $ 1,047 $ 1,322 $ 3,727 $ 4,431 Less: Net income attributable to noncontrolling interests 451 304 1,080 793 Less: Net income attributable to redeemable noncontrolling interests 12 12 39 37 Net income, net of noncontrolling interests 584 1,006 2,608 3,601 Less: General Partner’s interest in net income — 1 2 3 Less: Preferred Unitholders’ interest in net income 118 106 340 317 Common Unitholders’ interest in net income $ 466 $ 899 $ 2,266 $ 3,281 Basic Income per Common Unit: Weighted average common units 3,144.0 3,087.6 3,122.3 3,085.6 Basic income per common unit $ 0.15 $ 0.29 $ 0.73 $ 1.06 Diluted Income per Common Unit: Common Unitholders’ interest in net income $ 466 $ 899 $ 2,266 $ 3,281 Dilutive effect of equity-based compensation of subsidiaries (1) 1 — 2 2 Diluted income attributable to Common Unitholders $ 465 $ 899 $ 2,264 $ 3,279 Weighted average common units 3,144.0 3,087.6 3,122.3 3,085.6 Dilutive effect of unvested restricted unit awards (1) 23.7 21.0 23.6 20.8 Weighted average common units, assuming dilutive effect of unvested restricted unit awards 3,167.7 3,108.6 3,145.9 3,106.4 Diluted income per common unit $ 0.15 $ 0.29 $ 0.72 $ 1.06 (1) Dilutive effects are excluded from the calculation for periods where the impact would have been antidilutive. |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Schedule of Capital Units [Table Text Block] | Changes in Energy Transfer common units during the nine months ended September 30, 2023 were as follows: Number of Units Number of common units at December 31, 2022 3,094.4 Common units issued under the distribution reinvestment plan 5.5 Common units issued for Lotus Midstream acquisition 44.5 Common units vested under equity incentive plans and other 0.7 Number of common units at September 30, 2023 3,145.1 |
Accumulated Other Comprehensive Income | The following table presents the components of AOCI, net of tax: September 30, December 31, Unrealized gains on available-for-sale securities $ 11 $ 9 Foreign currency translation adjustment 6 1 Actuarial loss related to pensions and other postretirement benefits (7) (7) Investments in unconsolidated affiliates, net 19 13 Total AOCI included in partners’ capital, net of tax $ 29 $ 16 |
Distributions Made to Limited Partner, by Distribution [Table Text Block] | Cash Distributions on Energy Transfer Preferred Units Distributions declared on the Energy Transfer Preferred Units were as follows: Period Ended Record Date Payment Date Series A (1) Series B (2) Series C (1) Series D (1) Series E Series F (2) Series G (2) Series H (2) December 31, 2022 February 1, 2023 February 15, 2023 $ 31.250 $ 33.125 $ 0.4609 $ 0.4766 $ 0.475 $ — $ — $ — March 31, 2023 May 1, 2023 May 15, 2023 21.982 — 0.4609 0.4766 0.475 33.750 35.625 32.500 June 30, 2023 August 1, 2023 August 15, 2023 23.891 33.125 0.6294 0.4766 0.475 — — — September 30, 2023 November 1, 2023 November 15, 2023 24.672 — 0.6489 0.6622 0.475 33.750 35.625 32.500 (1) See additional information on Series A, Series C and Series D distributions below. (2) Series B, Series F, Series G and Series H distributions are paid on a semi-annual basis. |
Schedule of Preferred Units [Table Text Block] | The following table summarizes changes in the Energy Transfer Preferred Units: Preferred Unitholders Series A Series B Series C Series D Series E Series F Series G Series H Total Balance, December 31, 2022 $ 958 $ 556 $ 440 $ 434 $ 786 $ 496 $ 1,488 $ 893 $ 6,051 Distributions to partners (30) (18) (8) (9) (15) — — — (80) Net income 18 9 8 9 15 8 27 15 109 Balance, March 31, 2023 946 547 440 434 786 504 1,515 908 6,080 Distributions to partners (21) — (8) (9) (15) (16) (53) (29) (151) Net income 22 9 9 9 15 8 26 15 113 Balance, June 30, 2023 947 556 441 434 786 496 1,488 894 6,042 Distributions to partners (22) (20) (12) (8) (15) — — — (77) Net income 23 10 11 10 15 8 27 14 118 Balance, September 30, 2023 $ 948 $ 546 $ 440 $ 436 $ 786 $ 504 $ 1,515 $ 908 $ 6,083 Preferred Unitholders Series A Series B Series C Series D Series E Series F Series G Series H Total Balance, December 31, 2021 $ 958 $ 556 $ 440 $ 434 $ 786 $ 496 $ 1,488 $ 893 $ 6,051 Distributions to partners (30) (18) (8) (9) (15) — — — (80) Net income 15 9 8 9 15 8 27 15 106 Balance, March 31, 2022 943 547 440 434 786 504 1,515 908 6,077 Distributions to partners — — (8) (9) (15) (16) (53) (30) (131) Net income 15 9 8 9 15 8 26 15 105 Balance, June 30, 2022 958 556 440 434 786 496 1,488 893 6,051 Distributions to partners (30) (18) (8) (9) (15) — — — (80) Net income 15 9 8 9 15 8 27 15 106 Balance, September 30, 2022 $ 943 $ 547 $ 440 $ 434 $ 786 $ 504 $ 1,515 $ 908 $ 6,077 |
Variable Rate Terms [Member] | |
Schedule of Preferred Units [Table Text Block] | Distributions on the Series B Preferred Units and Series E Preferred Units are scheduled to begin accruing at a floating rate as follows: Beginning of floating rate period Applicable Spread Tenor spread adjustment Floating rate Series B Preferred Units February 15, 2028 4.155 % 0.26161 % Three-month SOFR Series E Preferred Units May 15, 2024 5.161 % 0.26161 % Three-month SOFR |
Parent Company [Member] | |
Distributions Made to Limited Partner, by Distribution [Table Text Block] | Distributions declared and/or paid with respect to Energy Transfer common units subsequent to December 31, 2022 were as follows: Quarter Ended Record Date Payment Date Rate December 31, 2022 February 7, 2023 February 21, 2023 $ 0.3050 March 31, 2023 May 8, 2023 May 22, 2023 0.3075 June 30, 2023 August 14, 2023 August 21, 2023 0.3100 September 30, 2023 October 30, 2023 November 20, 2023 0.3125 |
Sunoco LP [Member] | |
Distributions Made to Limited Partner, by Distribution [Table Text Block] | Distributions on Sunoco LP’s common units declared and/or paid by Sunoco LP subsequent to December 31, 2022 were as follows: Quarter Ended Record Date Payment Date Rate December 31, 2022 February 7, 2023 February 21, 2023 $ 0.8255 March 31, 2023 May 8, 2023 May 22, 2023 0.8420 June 30, 2023 August 14, 2023 August 21, 2023 0.8420 September 30, 2023 October 30, 2023 November 20, 2023 0.8420 |
USA Compression Partners, LP [Member] | |
Distributions Made to Limited Partner, by Distribution [Table Text Block] | Distributions on USAC’s common units declared and/or paid by USAC subsequent to December 31, 2022 were as follows: Quarter Ended Record Date Payment Date Rate December 31, 2022 January 23, 2023 February 3, 2023 $ 0.525 March 31, 2023 April 24, 2023 May 5, 2023 0.525 June 30, 2023 July 24, 2023 August 4, 2023 0.525 September 30, 2023 October 23, 2023 November 3, 2023 0.525 |
Regulatory Matters, Commitmen_2
Regulatory Matters, Commitments, Contingencies And Environmental Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Environmental Exit Costs by Cost | The following table reflects the amounts of accrued liabilities recorded in our consolidated balance sheets related to environmental matters that are considered to be probable and reasonably estimable. Currently, we are not able to estimate possible losses or a range of possible losses in excess of amounts accrued. Except for matters discussed above, we do not have any material environmental matters assessed as reasonably possible that would require disclosure in our consolidated financial statements. September 30, December 31, Current $ 44 $ 54 Non-current 240 228 Total environmental liabilities $ 284 $ 282 |
Right Of Way [Member] | |
Lease, Cost | We have certain non-cancelable rights-of-way (“ROW”) commitments which require fixed payments and either expire upon our chosen abandonment or at various dates in the future. The following table reflects ROW expense included in operating expenses in the accompanying consolidated statements of operations: Three Months Ended Nine Months Ended 2023 2022 2023 2022 ROW expense $ 20 $ 16 $ 46 $ 44 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue [Abstract] | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | The following table summarizes the consolidated activity of our contract liabilities: Contract Liabilities Balance, December 31, 2022 $ 615 Additions 794 Revenue recognized (836) Balance, September 30, 2023 $ 573 Balance, December 31, 2021 $ 459 Additions 815 Revenue recognized (688) Other (13) Balance, September 30, 2022 $ 573 The balances of Sunoco LP’s contract assets were as follows: September 30, December 31, Contract assets $ 239 $ 200 Accounts receivable from contracts with customers 1,079 834 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | As of September 30, 2023, the aggregate amount of transaction price allocated to unsatisfied (or partially satisfied) performance obligations was $39.83 billion. The Partnership expects to recognize this amount as revenue within the time bands illustrated in the following table: Years Ending December 31, 2023 (remainder) 2024 2025 Thereafter Total Revenue expected to be recognized on contracts with customers existing as of September 30, 2023 $ 2,176 $ 7,345 $ 6,247 $ 24,062 $ 39,830 |
Derivative Assets And Liabili_3
Derivative Assets And Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Outstanding Commodity-Related Derivatives | The following table details our outstanding commodity-related derivatives: September 30, 2023 December 31, 2022 Notional Volume Maturity Notional Volume Maturity Mark-to-Market Derivatives (Trading) Natural Gas (BBtu): Fixed Swaps/Futures 330 2023-2024 145 2023 Basis Swaps IFERC/NYMEX (1) (44,800) 2023-2024 (39,563) 2023 Power (Megawatt): Forwards 171,600 2023-2029 — 2023-2029 Futures (74,391) 2023-2024 (21,384) 2023 Options – Puts 68,800 2023-2024 119,200 2023 Options – Calls — 2023-2024 — — (Non-Trading) Natural Gas (BBtu): Basis Swaps IFERC/NYMEX 48,393 2023-2025 42,440 2023-2024 Swing Swaps IFERC (72,220) 2023-2025 (202,815) 2023-2024 Fixed Swaps/Futures (4,803) 2023-2025 (15,758) 2023-2025 Forward Physical Contracts (2,145) 2023-2025 2,423 2023-2024 NGLs (MBbls) – Forwards/Swaps (14,238) 2023-2026 6,934 2023-2025 Crude (MBbls) – Forwards/Swaps (7,660) 2023-2025 795 2023-2024 Refined Products (MBbls) – Futures (5,751) 2023-2025 (3,547) 2023-2024 Fair Value Hedging Derivatives (Non-Trading) Natural Gas (BBtu): Basis Swaps IFERC/NYMEX (43,745) 2023-2024 (37,448) 2023 Fixed Swaps/Futures (43,745) 2023-2024 (37,448) 2023 Hedged Item – Inventory 43,745 2023-2024 37,448 2023 (1) Includes aggregate amounts for open positions related to Houston Ship Channel, Waha Hub, NGPL TexOk, West Louisiana Zone and Henry Hub locations. |
Interest Rate Swaps Outstanding | The following table summarizes our interest rate swaps outstanding (including USAC’s), none of which were designated as hedges for accounting purposes: Term Type (1) Notional Amount Outstanding September 30, December 31, Energy Transfer: July 2024 (2) Forward-starting to pay an average fixed rate of 3.388% and receive a floating rate $ — $ 400 USAC: April 2025 (3) Pay a fixed rate of 3.785% and receive a floating rate (effective April 2023) 700 — (1) Floating rates are based on SOFR. (2) The July 2024 interest rate swaps were terminated and settled in August 2023. |
Fair Value Of Derivative Instruments | The following table provides a summary of our derivative assets and liabilities: Fair Value of Derivative Instruments Asset Derivatives Liability Derivatives September 30, December 31, September 30, December 31, Derivatives designated as hedging instruments: Commodity derivatives – margin deposits $ 23 $ 87 $ (7) $ (7) 23 87 (7) (7) Derivatives not designated as hedging instruments: Commodity derivatives – margin deposits 311 506 (371) (411) Commodity derivatives 71 95 (71) (108) Interest rate derivatives 14 — — (23) 396 601 (442) (542) Total derivatives $ 419 $ 688 $ (449) $ (549) |
Derivatives, Offsetting Fair Value Amounts [Table Text Block] | The following table presents the fair value of our recognized derivative assets and liabilities on a gross basis and amounts offset on the consolidated balance sheets that are subject to enforceable master netting arrangements or similar arrangements: Asset Derivatives Liability Derivatives Balance Sheet Location September 30, December 31, September 30, December 31, Derivatives without offsetting agreements Derivative assets (liabilities) $ 14 $ — $ — $ (23) Derivatives in offsetting agreements: OTC contracts Derivative assets (liabilities) 71 95 (71) (108) Broker cleared derivative contracts Other current assets (liabilities) 334 593 (378) (418) Total gross derivatives 419 688 (449) (549) Offsetting agreements: Counterparty netting Derivative assets (liabilities) (67) (85) 67 85 Counterparty netting Other current assets (liabilities) (303) (359) 303 359 Total net derivatives $ 49 $ 244 $ (79) $ (105) We disclose the non-exchange traded financial derivative instruments as derivative assets and liabilities on our consolidated balance sheets at fair value with amounts classified as either current or long-term depending on the anticipated settlement date. |
Derivatives Not Designated as Hedging Instruments [Table Text Block] | The following table summarizes the location and amounts recognized in our consolidated statements of operations with respect to our derivative financial instruments: Location Amount of Gain (Loss) Recognized in Income on Derivatives Three Months Ended Nine Months Ended 2023 2022 2023 2022 Derivatives not designated as hedging instruments: Commodity derivatives – Trading Cost of products sold $ 4 $ 22 $ (6) $ 50 Commodity derivatives – Non-trading Cost of products sold (166) 186 (106) (6) Interest rate derivatives Gains on interest rate derivatives 32 60 47 303 Total $ (130) $ 268 $ (65) $ 347 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Financial Information By Segment | The following tables present financial information by segment: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenues: Intrastate transportation and storage: Revenues from external customers $ 880 $ 2,081 $ 2,424 $ 5,550 Intersegment revenues 93 302 646 668 973 2,383 3,070 6,218 Interstate transportation and storage: Revenues from external customers 562 533 1,720 1,591 Intersegment revenues 9 16 35 54 571 549 1,755 1,645 Midstream: Revenues from external customers 775 1,115 2,370 3,399 Intersegment revenues 2,002 3,756 5,629 10,447 2,777 4,871 7,999 13,846 NGL and refined products transportation and services: Revenues from external customers 4,369 5,169 13,210 16,644 Intersegment revenues 891 906 2,654 3,265 5,260 6,075 15,864 19,909 Crude oil transportation and services: Revenues from external customers 7,289 6,415 19,321 19,640 Intersegment revenues — 1 1 2 7,289 6,416 19,322 19,642 Investment in Sunoco LP: Revenues from external customers 6,317 6,577 17,395 19,767 Intersegment revenues 3 17 32 44 6,320 6,594 17,427 19,811 Investment in USAC: Revenues from external customers 212 176 605 503 Intersegment revenues 5 3 16 11 217 179 621 514 All other: Revenues from external customers 335 873 1,009 2,281 Intersegment revenues 109 211 378 480 444 1,084 1,387 2,761 Eliminations (3,112) (5,212) (9,391) (14,971) Total revenues $ 20,739 $ 22,939 $ 58,054 $ 69,375 Three Months Ended Nine Months Ended 2023 2022 2023 2022 Segment Adjusted EBITDA: Intrastate transportation and storage $ 244 $ 301 $ 869 $ 963 Interstate transportation and storage 491 409 1,468 1,259 Midstream 631 868 1,851 2,578 NGL and refined products transportation and services 1,076 634 2,852 2,097 Crude oil transportation and services 706 461 1,906 1,616 Investment in Sunoco LP 257 276 728 681 Investment in USAC 130 109 373 313 All other 6 30 49 149 Adjusted EBITDA (consolidated) $ 3,541 $ 3,088 $ 10,096 $ 9,656 Three Months Ended Nine Months Ended 2023 2022 2023 2022 Reconciliation of net income to Adjusted EBITDA: Net income $ 1,047 $ 1,322 $ 3,727 $ 4,431 Depreciation, depletion and amortization 1,107 1,030 3,227 3,104 Interest expense, net of interest capitalized 632 577 1,892 1,714 Income tax expense 77 82 256 159 Impairment losses and other 1 86 12 386 Gains on interest rate derivatives (32) (60) (47) (303) Non-cash compensation expense 35 27 99 88 Unrealized (gains) losses on commodity risk management activities 107 (76) 182 (130) Inventory valuation adjustments (Sunoco LP) (141) 40 (113) (81) Adjusted EBITDA related to unconsolidated affiliates 182 147 514 409 Equity in earnings of unconsolidated affiliates (103) (68) (286) (186) Non-operating litigation-related loss 625 — 625 — Other, net 4 (19) 8 65 Adjusted EBITDA (consolidated) $ 3,541 $ 3,088 $ 10,096 $ 9,656 |
Operations And Organization Nar
Operations And Organization Narrative (Details) shares in Millions | Sep. 30, 2023 shares |
USAC [Member] | |
Number of common units of a subsidiary partnership that are held by a wholly-owned subsidiary of the Parent. | 46.1 |
Sunoco LP [Member] | |
Number of common units of a subsidiary partnership that are held by a wholly-owned subsidiary of the Parent. | 28.5 |
Acquisitions and Related Tran_3
Acquisitions and Related Transactions (Details) $ in Millions | 9 Months Ended | ||
May 02, 2023 USD ($) shares | May 01, 2023 USD ($) sites | Sep. 30, 2023 USD ($) shares | |
Business Acquisition [Line Items] | |||
Equity Issued in Business Combination, Fair Value Disclosure | $ 574 | ||
Lotus Midstream LLC | |||
Business Acquisition [Line Items] | |||
Business Combination, Consideration Transferred | 1,504 | $ 1,500 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 61 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment [Abstract] | 1,263 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 4 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 75 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 1,551 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 27 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 16 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 43 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 1,508 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 4 | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Fair Value Method | shares | 44,500,000 | 44,500,000 | |
Lotus Midstream LLC | Investments in Unconsolidated Affiliates | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets | $ 138 | ||
Lotus Midstream LLC | Lease right-of-use assets, net | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets | $ 10 | ||
Lotus Midstream LLC | Cash and Cash Equivalents | |||
Business Acquisition [Line Items] | |||
Business Combination, Consideration Transferred | $ 930 | ||
Zenith Energy | |||
Business Acquisition [Line Items] | |||
Business Combination, Price of Acquisition, Expected | $ 111 | ||
Zenith Energy | Refineries | |||
Business Acquisition [Line Items] | |||
Number of Units in Real Estate Property | sites | 16 | ||
Crestwood | |||
Business Acquisition [Line Items] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 2.07 |
Cash And Cash Equivalents Net C
Cash And Cash Equivalents Net Change in Operating Assets and Liabilities (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Accounts receivable | $ (1,125) | $ (999) |
Accounts receivable from related companies | (8) | 17 |
Inventories | (3) | (287) |
Other current assets | 208 | (176) |
Other non-current assets, net | (135) | 106 |
Accounts payable | 1,076 | 599 |
Accounts payable to related companies | (12) | 1 |
Accrued and other current liabilities | 562 | 585 |
Other non-current liabilities | 669 | 254 |
Derivative assets and liabilities, net | (50) | (312) |
Net change in operating assets and liabilities, net of effects of acquisitions and divestitures | $ (1,182) | $ 212 |
Cash And Cash Equivalents Non-C
Cash And Cash Equivalents Non-Cash Activities (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Accrued capital expenditures | $ 354 | $ 454 |
Right-of-Use Assets Obtained in Exchange for Liabilities | 26 | 37 |
Stock Issued During Period, Value, Dividend Reinvestment Plan | $ 70 | $ 42 |
Inventories Table - Inventory B
Inventories Table - Inventory Balances (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Natural gas, NGLs and refined products | $ 1,951 | $ 1,802 |
Crude oil | 169 | 246 |
Spare parts and other | 470 | 413 |
Total inventories | $ 2,590 | $ 2,461 |
Inventories Inventory Narrative
Inventories Inventory Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Inventory [Line Items] | |||||
Inventory valuation adjustments | $ (141) | $ 40 | $ (113) | $ (81) | |
Sunoco LP [Member] | |||||
Inventory [Line Items] | |||||
Inventory, LIFO Reserve | $ 3 | $ 3 | $ 116 |
Fair Value Measurements Narrati
Fair Value Measurements Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers, Net | $ 0 | |
Debt obligations, fair value | 44,600 | $ 45,420 |
Long-term Debt | $ 48,080 | $ 48,260 |
Fair Value Measurements Table -
Fair Value Measurements Table - Fair Value of Financial Assets and Liabilities (Details) - Fair Value, Recurring [Member] - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Price Risk Derivative Assets, at Fair Value | $ 405 | $ 688 |
Other Assets, Fair Value Disclosure | 28 | 27 |
Assets, Fair Value Disclosure | 447 | 715 |
Interest Rate Derivative Liabilities, at Fair Value | (23) | |
Price Risk Derivative Liabilities, at Fair Value | (449) | (526) |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | (449) | (549) |
Interest Rate Derivative Assets, at Fair Value | 14 | |
Level 1 | ||
Price Risk Derivative Assets, at Fair Value | 356 | 626 |
Other Assets, Fair Value Disclosure | 18 | 18 |
Assets, Fair Value Disclosure | 374 | 644 |
Interest Rate Derivative Liabilities, at Fair Value | 0 | |
Price Risk Derivative Liabilities, at Fair Value | (404) | (473) |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | (404) | (473) |
Interest Rate Derivative Assets, at Fair Value | 0 | |
Level 2 | ||
Price Risk Derivative Assets, at Fair Value | 49 | 62 |
Other Assets, Fair Value Disclosure | 10 | 9 |
Assets, Fair Value Disclosure | 73 | 71 |
Interest Rate Derivative Liabilities, at Fair Value | (23) | |
Price Risk Derivative Liabilities, at Fair Value | (45) | (53) |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | (45) | (76) |
Interest Rate Derivative Assets, at Fair Value | 14 | |
Commodity Derivatives - Natural Gas [Member] | Basis Swaps IFERC/NYMEX [Member] | ||
Price Risk Derivative Assets, at Fair Value | 3 | 60 |
Price Risk Derivative Liabilities, at Fair Value | (10) | (25) |
Commodity Derivatives - Natural Gas [Member] | Swing Swaps IFERC [Member] | ||
Price Risk Derivative Assets, at Fair Value | 4 | 75 |
Price Risk Derivative Liabilities, at Fair Value | (5) | (12) |
Commodity Derivatives - Natural Gas [Member] | Fixed Swaps/Futures [Member] | ||
Price Risk Derivative Assets, at Fair Value | 28 | 113 |
Price Risk Derivative Liabilities, at Fair Value | (2) | (4) |
Commodity Derivatives - Natural Gas [Member] | Forward Physical Contracts [Member] | ||
Price Risk Derivative Assets, at Fair Value | 3 | 10 |
Price Risk Derivative Liabilities, at Fair Value | (2) | |
Commodity Derivatives - Natural Gas [Member] | Level 1 | Basis Swaps IFERC/NYMEX [Member] | ||
Price Risk Derivative Assets, at Fair Value | 3 | 60 |
Price Risk Derivative Liabilities, at Fair Value | (10) | (25) |
Commodity Derivatives - Natural Gas [Member] | Level 1 | Swing Swaps IFERC [Member] | ||
Price Risk Derivative Assets, at Fair Value | 4 | 75 |
Price Risk Derivative Liabilities, at Fair Value | (5) | (12) |
Commodity Derivatives - Natural Gas [Member] | Level 1 | Fixed Swaps/Futures [Member] | ||
Price Risk Derivative Assets, at Fair Value | 28 | 113 |
Price Risk Derivative Liabilities, at Fair Value | (2) | (4) |
Commodity Derivatives - Natural Gas [Member] | Level 1 | Forward Physical Contracts [Member] | ||
Price Risk Derivative Assets, at Fair Value | 0 | 0 |
Price Risk Derivative Liabilities, at Fair Value | 0 | |
Commodity Derivatives - Natural Gas [Member] | Level 2 | Basis Swaps IFERC/NYMEX [Member] | ||
Price Risk Derivative Assets, at Fair Value | 0 | 0 |
Price Risk Derivative Liabilities, at Fair Value | 0 | 0 |
Commodity Derivatives - Natural Gas [Member] | Level 2 | Swing Swaps IFERC [Member] | ||
Price Risk Derivative Assets, at Fair Value | 0 | 0 |
Price Risk Derivative Liabilities, at Fair Value | 0 | 0 |
Commodity Derivatives - Natural Gas [Member] | Level 2 | Fixed Swaps/Futures [Member] | ||
Price Risk Derivative Assets, at Fair Value | 0 | 0 |
Price Risk Derivative Liabilities, at Fair Value | 0 | 0 |
Commodity Derivatives - Natural Gas [Member] | Level 2 | Forward Physical Contracts [Member] | ||
Price Risk Derivative Assets, at Fair Value | 3 | 10 |
Price Risk Derivative Liabilities, at Fair Value | (2) | |
Commodity Derivatives - Refined Products [Member] | Future [Member] | ||
Price Risk Derivative Assets, at Fair Value | 27 | 20 |
Price Risk Derivative Liabilities, at Fair Value | (35) | (59) |
Commodity Derivatives - Refined Products [Member] | Level 1 | Future [Member] | ||
Price Risk Derivative Assets, at Fair Value | 27 | 20 |
Price Risk Derivative Liabilities, at Fair Value | (35) | (59) |
Commodity Derivatives - Refined Products [Member] | Level 2 | Future [Member] | ||
Price Risk Derivative Assets, at Fair Value | 0 | 0 |
Price Risk Derivative Liabilities, at Fair Value | 0 | 0 |
Commodity Derivatives - Crude [Member] | Forward Swaps [Member] | ||
Price Risk Derivative Assets, at Fair Value | 32 | 38 |
Price Risk Derivative Liabilities, at Fair Value | (41) | (12) |
Commodity Derivatives - Crude [Member] | Level 1 | Forward Swaps [Member] | ||
Price Risk Derivative Assets, at Fair Value | 32 | 38 |
Price Risk Derivative Liabilities, at Fair Value | (41) | (12) |
Commodity Derivatives - Crude [Member] | Level 2 | Forward Swaps [Member] | ||
Price Risk Derivative Assets, at Fair Value | 0 | 0 |
Price Risk Derivative Liabilities, at Fair Value | 0 | 0 |
Commodity Derivatives - Power [Member] | Future [Member] | ||
Price Risk Derivative Assets, at Fair Value | 6 | 3 |
Price Risk Derivative Liabilities, at Fair Value | (5) | (3) |
Commodity Derivatives - Power [Member] | Forward Contracts | ||
Price Risk Derivative Assets, at Fair Value | 46 | 52 |
Price Risk Derivative Liabilities, at Fair Value | (45) | (51) |
Commodity Derivatives - Power [Member] | Level 1 | Future [Member] | ||
Price Risk Derivative Assets, at Fair Value | 6 | 3 |
Price Risk Derivative Liabilities, at Fair Value | (5) | (3) |
Commodity Derivatives - Power [Member] | Level 1 | Forward Contracts | ||
Price Risk Derivative Assets, at Fair Value | 0 | 0 |
Price Risk Derivative Liabilities, at Fair Value | 0 | 0 |
Commodity Derivatives - Power [Member] | Level 2 | Future [Member] | ||
Price Risk Derivative Assets, at Fair Value | 0 | 0 |
Price Risk Derivative Liabilities, at Fair Value | 0 | 0 |
Commodity Derivatives - Power [Member] | Level 2 | Forward Contracts | ||
Price Risk Derivative Assets, at Fair Value | 46 | 52 |
Price Risk Derivative Liabilities, at Fair Value | (45) | (51) |
Commodity Derivatives - NGLs [Member] | Forward Swaps [Member] | ||
Price Risk Derivative Assets, at Fair Value | 256 | 317 |
Price Risk Derivative Liabilities, at Fair Value | (306) | (358) |
Commodity Derivatives - NGLs [Member] | Level 1 | Forward Swaps [Member] | ||
Price Risk Derivative Assets, at Fair Value | 256 | 317 |
Price Risk Derivative Liabilities, at Fair Value | (306) | (358) |
Commodity Derivatives - NGLs [Member] | Level 2 | Forward Swaps [Member] | ||
Price Risk Derivative Assets, at Fair Value | 0 | 0 |
Price Risk Derivative Liabilities, at Fair Value | $ 0 | $ 0 |
Net Income per Limited Partne_3
Net Income per Limited Partner Unit Table - Income Reconciliation (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Earnings Per Share [Abstract] | |||||
Net income | $ 1,047 | $ 1,322 | $ 3,727 | $ 4,431 | |
Less: Net income attributable to noncontrolling interests | 451 | 304 | 1,080 | 793 | |
Less: Net income attributable to redeemable noncontrolling interests | 12 | 12 | 39 | 37 | |
NET INCOME ATTRIBUTABLE TO PARTNERS | 584 | 1,006 | 2,608 | 3,601 | |
General Partner’s interest in net income | 0 | 1 | 2 | 3 | |
Common Unitholders’ interest in net income | $ 466 | $ 899 | $ 2,266 | $ 3,281 | |
Basic Income per Limited Partner Unit | |||||
Weighted average common units | 3,144 | 3,087.6 | 3,122.3 | 3,085.6 | |
Basic | $ 0.15 | $ 0.29 | $ 0.73 | $ 1.06 | |
Diluted Income per Limited Partner Unit: | |||||
Net Income (Loss) Available to Common Stockholders, Diluted | $ 465 | $ 899 | $ 2,264 | $ 3,279 | |
Weighted average common units, assuming dilutive effect of unvested restricted unit awards | 3,167.7 | 3,108.6 | 3,145.9 | 3,106.4 | |
Diluted | $ 0.15 | $ 0.29 | $ 0.72 | $ 1.06 | |
Dilutive effect of equity-based compensation of subsidiaries (1) | [1] | $ 1 | $ 0 | $ 2 | $ 2 |
Dilutive effect of unvested restricted unit awards (1) | [1] | 23.7 | 21 | 23.6 | 20.8 |
Preferred Unitholders’ interest in net income | $ 118 | $ 106 | $ 340 | $ 317 | |
[1]Dilutive effects are excluded from the calculation for periods where the impact would have been antidilutive. |
Debt Obligations Narrative (Det
Debt Obligations Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Nov. 01, 2023 | Sep. 30, 2023 | Oct. 31, 2023 | |
Debt Instrument [Line Items] | |||
Long-term Line of Credit | $ 813 | ||
Banking Regulation, Supplementary Leverage Ratio, Actual | 3.11 | ||
Credit Facility due December 2027 [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Current Borrowing Capacity | $ 2,120 | ||
Long-term Line of Credit | 2,850 | ||
Letters of Credit Outstanding, Amount | $ 32 | ||
Line of Credit Facility, Interest Rate at Period End | 6.29% | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000 | ||
Commercial Paper | 1,550 | ||
Credit Facility due December 2027 [Member] | Accordion feature [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Line of Credit | 7,000 | ||
Sunoco LP Revolving Credit Facility due April 2027 [Member] | Sunoco LP [Member] | |||
Debt Instrument [Line Items] | |||
Letters of Credit Outstanding, Amount | $ 6 | ||
Line of Credit Facility, Interest Rate at Period End | 7.34% | ||
Line of Credit Facility, Remaining Borrowing Capacity | $ 847 | ||
Line of Credit Facility, Fair Value, Basis for Measurement | 647 million | ||
USAC Credit Facility, due 2026 [Member] | USA Compression Partners, LP [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Line of Credit | $ 787 | ||
Line of Credit Facility, Interest Rate at Period End | 7.99% | ||
Line of Credit Facility, Remaining Borrowing Capacity | $ 434 | ||
3.45% Senior Notes due January 2023 | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.45% | ||
Repayments of Senior Debt | $ 350 | ||
3.60% Senior Notes due February 2023 | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.60% | ||
Repayments of Senior Debt | $ 800 | ||
4.25% Senior Notes due March 2023 | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | ||
Repayments of Senior Debt | $ 1,000 | ||
4.05% HFOTCO tax-exempt senior notes due November 1, 2050 | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.05% | ||
Senior Notes | $ 225 | ||
Bakken Pipeline Senior Notes, Maturing April 2024 | |||
Debt Instrument [Line Items] | |||
Senior Notes, Current | $ 1,000 | ||
6.05% Senior Notes due 2026 | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.05% | ||
Senior Notes | $ 1,000 | ||
6.10% Senior Notes due 2030 | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.10% | ||
Senior Notes | $ 500 | ||
6.40% Senior Notes due 2030 | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.40% | ||
Senior Notes | $ 1,000 | ||
6.55% Senior Notes due 2033 | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.55% | ||
Senior Notes | $ 1,500 | ||
4.20% Senior Notes due 2023 | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.20% | ||
Repayments of Senior Debt | $ 500 | ||
7.00% Senior Notes due 2028 | Sunoco LP [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 7% | ||
Senior Notes | $ 500 | ||
4.50% Senior Notes due November 1, 2023 | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | ||
Repayments of Senior Debt | $ 600 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Redeemable noncontrolling interests | $ 498 | $ 493 |
USAC Preferred Units | ||
Redeemable noncontrolling interests | 477 | |
Noncontrolling Interests | ||
Redeemable noncontrolling interests | $ 21 | $ 16 |
Equity Narrative (Details)
Equity Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | ||||||
Sep. 30, 2023 | Sep. 30, 2022 | Feb. 15, 2028 | May 15, 2024 | Oct. 27, 2023 | Aug. 15, 2023 | Dec. 31, 2022 | |
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 880 | ||||||
Stock Issued During Period, Value, Dividend Reinvestment Plan | $ 70 | $ 42 | |||||
Stock Issued During Period, Shares, Dividend Reinvestment Plan | 5,500,000 | ||||||
Common Units Remaining Available to be Issued Under Distribution Reinvestment Plan | 6,000,000 | ||||||
USAC Issue Tranche 2 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 19.59 | ||||||
USAC [Member] | |||||||
Warrants and Rights Outstanding | $ 10 | ||||||
USAC [Member] | Subsequent Event | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,360,000 | ||||||
Series F Preferred Units [Member] | |||||||
Preferred Stock, Shares Outstanding | 500,000 | ||||||
Series G Preferred Units [Member] | |||||||
Preferred Stock, Shares Outstanding | 1,484,780 | ||||||
Series E Preferred Units [Member] | |||||||
Preferred Stock, Shares Outstanding | 32,000,000 | ||||||
Series E Preferred Units [Member] | Subsequent Event | |||||||
Preferred Units, Liquidation Spread, Percent | 5.161% | ||||||
Series E Preferred Units [Member] | Subsequent Event | Tenor spread adjustment | |||||||
Preferred Units, Liquidation Spread, Percent | 0.26161% | ||||||
Series D Preferred Units [Member] | |||||||
Preferred Stock, Shares Outstanding | 17,800,000 | ||||||
Preferred Stock, Dividend Rate, Percentage | 7.625% | ||||||
Shares Issued, Price Per Share | $ 25 | ||||||
Preferred Units, Liquidation Spread, Percent | 4.738% | ||||||
Series D Preferred Units [Member] | Tenor spread adjustment | |||||||
Preferred Units, Liquidation Spread, Percent | 0.26161% | ||||||
Series C Preferred Units [Member] | |||||||
Preferred Stock, Shares Outstanding | 18,000,000 | ||||||
Preferred Stock, Dividend Rate, Percentage | 7.375% | ||||||
Shares Issued, Price Per Share | $ 25 | ||||||
Preferred Units, Liquidation Spread, Percent | 4.53% | 4.53% | |||||
Series C Preferred Units [Member] | Tenor spread adjustment | |||||||
Preferred Units, Liquidation Spread, Percent | 0.26161% | ||||||
Series B Preferred Units [Member] | |||||||
Preferred Stock, Shares Outstanding | 550,000 | ||||||
Series B Preferred Units [Member] | Subsequent Event | |||||||
Preferred Units, Liquidation Spread, Percent | 4.155% | ||||||
Series B Preferred Units [Member] | Subsequent Event | Tenor spread adjustment | |||||||
Preferred Units, Liquidation Spread, Percent | 0.26161% | ||||||
Series A Preferred Units [Member] | |||||||
Preferred Stock, Shares Outstanding | 950,000 | ||||||
Preferred Stock, Dividend Rate, Percentage | 6.25% | ||||||
Shares Issued, Price Per Share | $ 1,000 | ||||||
Preferred Units, Liquidation Spread, Percent | 4.028% | 4.028% | |||||
Series A Preferred Units [Member] | Tenor spread adjustment | |||||||
Preferred Units, Liquidation Spread, Percent | 0.26161% | ||||||
Series H Preferred Units | |||||||
Preferred Stock, Shares Outstanding | 900,000 |
Equity - Change In Common Units
Equity - Change In Common Units (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||||
May 02, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||||||
Limited Partners' Capital Account, Units Outstanding | 3,145,100,000 | 3,145,100,000 | 3,094,400,000 | |||||||
Stock Issued During Period, Shares, Dividend Reinvestment Plan | 5,500,000 | |||||||||
Partners' Capital Account, Unit-based Payment Arrangement, Number of Units | 700,000 | |||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 40,561 | $ 40,962 | $ 40,669 | $ 40,568 | $ 40,765 | $ 40,329 | $ 40,561 | $ 40,659 | $ 39,345 | |
Distributions to partners | (1,029) | (1,094) | (1,001) | (775) | (735) | (608) | ||||
Lotus Midstream LLC | ||||||||||
Class of Stock [Line Items] | ||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Fair Value Method | 44,500,000 | 44,500,000 | ||||||||
Series H Preferred Units | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 908 | 894 | 908 | 908 | 893 | 908 | $ 908 | 893 | 893 | |
Distributions to partners | 0 | (29) | 0 | 0 | (30) | 0 | ||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ 14 | 15 | 15 | 15 | 15 | 15 | ||||
Preferred Stock, Shares Outstanding | 900,000 | 900,000 | ||||||||
Series A Preferred Units [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 948 | 947 | 946 | 943 | 958 | 943 | $ 948 | 958 | 958 | |
Distributions to partners | (22) | (21) | (30) | (30) | 0 | (30) | ||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ 23 | 22 | 18 | 15 | 15 | 15 | ||||
Preferred Stock, Shares Outstanding | 950,000 | 950,000 | ||||||||
Series C Preferred Units [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 440 | 441 | 440 | 440 | 440 | 440 | $ 440 | 440 | 440 | |
Distributions to partners | (12) | (8) | (8) | (8) | (8) | (8) | ||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ 11 | 9 | 8 | 8 | 8 | 8 | ||||
Preferred Stock, Shares Outstanding | 18,000,000 | 18,000,000 | ||||||||
Series B Preferred Units [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 546 | 556 | 547 | 547 | 556 | 547 | $ 546 | 556 | 556 | |
Distributions to partners | (20) | 0 | (18) | (18) | 0 | (18) | ||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ 10 | 9 | 9 | 9 | 9 | 9 | ||||
Preferred Stock, Shares Outstanding | 550,000 | 550,000 | ||||||||
Series D Preferred Units [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 436 | 434 | 434 | 434 | 434 | 434 | $ 436 | 434 | 434 | |
Distributions to partners | (8) | (9) | (9) | (9) | (9) | (9) | ||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ 10 | 9 | 9 | 9 | 9 | 9 | ||||
Preferred Stock, Shares Outstanding | 17,800,000 | 17,800,000 | ||||||||
Series E Preferred Units [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 786 | 786 | 786 | 786 | 786 | 786 | $ 786 | 786 | 786 | |
Distributions to partners | (15) | (15) | (15) | (15) | (15) | (15) | ||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ 15 | 15 | 15 | 15 | 15 | 15 | ||||
Preferred Stock, Shares Outstanding | 32,000,000 | 32,000,000 | ||||||||
Series F Preferred Units [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 504 | 496 | 504 | 504 | 496 | 504 | $ 504 | 496 | 496 | |
Distributions to partners | 0 | (16) | 0 | 0 | (16) | 0 | ||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ 8 | 8 | 8 | 8 | 8 | 8 | ||||
Preferred Stock, Shares Outstanding | 500,000 | 500,000 | ||||||||
Series G Preferred Units [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 1,515 | 1,488 | 1,515 | 1,515 | 1,488 | 1,515 | $ 1,515 | 1,488 | 1,488 | |
Distributions to partners | 0 | (53) | 0 | 0 | (53) | 0 | ||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ 27 | 26 | 27 | 27 | 26 | 27 | ||||
Preferred Stock, Shares Outstanding | 1,484,780 | 1,484,780 | ||||||||
Preferred Unitholders | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 6,083 | 6,042 | 6,080 | 6,077 | 6,051 | 6,077 | $ 6,083 | $ 6,051 | $ 6,051 | |
Distributions to partners | (77) | (151) | (80) | (80) | (131) | (80) | ||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ 118 | $ 113 | $ 109 | $ 106 | $ 105 | $ 106 |
Equity - Quarterly Distribution
Equity - Quarterly Distributions of Available Cash (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |||||||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Feb. 15, 2028 | May 15, 2024 | Aug. 15, 2023 | ||||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | $ 0.3125 | $ 0.3100 | $ 0.3075 | $ 0.3050 | |||||||||
Series A Preferred Units [Member] | |||||||||||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | 24.672 | [1] | 23.891 | [2] | 21.982 | [2] | 31.250 | [2] | |||||
Preferred Stock, Dividend Rate, Percentage | 6.25% | ||||||||||||
Shares Issued, Price Per Share | $ 1,000 | $ 1,000 | |||||||||||
Preferred Units, Liquidation Spread, Percent | 4.028% | 4.028% | 4.028% | ||||||||||
Series A Preferred Units [Member] | Tenor spread adjustment | |||||||||||||
Preferred Units, Liquidation Spread, Percent | 0.26161% | ||||||||||||
Series B Preferred Units [Member] | |||||||||||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | [1] | $ 0 | 33.125 | 0 | 33.125 | ||||||||
Series B Preferred Units [Member] | Subsequent Event | |||||||||||||
Preferred Units, Liquidation Spread, Percent | 4.155% | ||||||||||||
Series B Preferred Units [Member] | Subsequent Event | Tenor spread adjustment | |||||||||||||
Preferred Units, Liquidation Spread, Percent | 0.26161% | ||||||||||||
Series C Preferred Units [Member] | |||||||||||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | 0.6489 | 0.6294 | [2] | 0.4609 | [2] | 0.4609 | [2] | ||||||
Preferred Stock, Dividend Rate, Percentage | 7.375% | ||||||||||||
Shares Issued, Price Per Share | $ 25 | $ 25 | |||||||||||
Preferred Units, Liquidation Spread, Percent | 4.53% | 4.53% | 4.53% | ||||||||||
Series C Preferred Units [Member] | Tenor spread adjustment | |||||||||||||
Preferred Units, Liquidation Spread, Percent | 0.26161% | ||||||||||||
Series D Preferred Units [Member] | |||||||||||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | $ 0.6622 | 0.4766 | 0.4766 | 0.4766 | |||||||||
Preferred Stock, Dividend Rate, Percentage | 7.625% | ||||||||||||
Shares Issued, Price Per Share | 25 | $ 25 | |||||||||||
Preferred Units, Liquidation Spread, Percent | 4.738% | ||||||||||||
Series D Preferred Units [Member] | Tenor spread adjustment | |||||||||||||
Preferred Units, Liquidation Spread, Percent | 0.26161% | ||||||||||||
Series E Preferred Units [Member] | |||||||||||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | 0.475 | 0.475 | 0.475 | 0.475 | |||||||||
Series E Preferred Units [Member] | Subsequent Event | |||||||||||||
Preferred Units, Liquidation Spread, Percent | 5.161% | ||||||||||||
Series E Preferred Units [Member] | Subsequent Event | Tenor spread adjustment | |||||||||||||
Preferred Units, Liquidation Spread, Percent | 0.26161% | ||||||||||||
Series F Preferred Units [Member] | |||||||||||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | [1] | 33.750 | 0 | 33.750 | 0 | ||||||||
Series G Preferred Units [Member] | |||||||||||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | [1] | 35.625 | 0 | 35.625 | 0 | ||||||||
Series H Preferred Units | |||||||||||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | [1] | 32.500 | 0 | 32.500 | 0 | ||||||||
USAC [Member] | |||||||||||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | 0.525 | 0.525 | 0.525 | ||||||||||
Sunoco LP [Member] | |||||||||||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | $ 0.8420 | $ 0.8420 | $ 0.8420 | $ 0.8255 | |||||||||
[1]Series B, Series F, Series G and Series H distributions are paid on a semi-annual basis.[2]See additional information on Series A, Series C and Series D distributions below. |
Equity - Accumulated Other Comp
Equity - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions | 6 Months Ended | 9 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | |||
Available-for-sale securities | $ 11 | $ 9 | |
Foreign currency translation adjustment | $ 1 | 6 | |
Actuarial gain related to pensions and other postretirement benefits | $ (7) | (7) | |
AOCI attributable to equity method investments | 19 | 13 | |
Accumulated other comprehensive income | $ 29 | $ 16 |
Regulatory Matters, Commitmen_3
Regulatory Matters, Commitments, Contingencies And Environmental Liabilities Narrative (Details) | 6 Months Ended | 9 Months Ended | |||||
Sep. 21, 2022 USD ($) | Aug. 01, 2020 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2018 USD ($) | Sep. 30, 2023 USD ($) Rate | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Accrual for Environmental Loss Contingencies | $ 284,000,000 | $ 282,000,000 | |||||
Loss Contingency, Estimate of Possible Loss | 200,000,000 | ||||||
Litigation Settlement, Expense | 161,000,000 | ||||||
Payments for Environmental Liabilities | $ 23,000,000 | $ 8,000,000 | |||||
Interest Statutory Rate | Rate | 12% | ||||||
Proposed Civil Penalty | |||||||
Payments for Legal Settlements | $ 20,000,000 | ||||||
Litigation Settlement, Expense | 40,000,000 | ||||||
Settled Williams Littigation, without post-judgement interest | |||||||
Litigation Settlement, Expense | 617,000,000 | ||||||
Related To Deductibles | |||||||
Loss Contingency Accrual, at Carrying Value | $ 947,000,000 | $ 200,000,000 | |||||
Sunoco, Inc. [Member] | |||||||
Loss Contingency, Pending Claims, Number | 2 | ||||||
Sunoco [Member] | |||||||
Site Contingency, Number of Sites Needing Remediation | 31 | ||||||
Culberson | |||||||
Loss Contingency, Damages Sought, Value | $ 93,000,000 | ||||||
USAC [Member] | |||||||
Loss Contingency, Estimate of Possible Loss | 25,000,000 | ||||||
Williams Litigation [Member] | |||||||
Loss Contingency, Damages Sought, Value | $ 1,480,000,000 | 410,000,000 | |||||
Litigation Settlement, Expense | $ 601,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | ||||||
Legal Fees | 190,000,000 | ||||||
Cline Class Action | Additional Interest | |||||||
Litigation Settlement Interest | 23,000,000 | ||||||
Cline Class Action | Actual Damages | |||||||
Litigation Settlement Interest | 104,000,000 | ||||||
Cline Class Action | punitive damages | |||||||
Litigation Settlement Interest | 75,000,000 | ||||||
Cline Class Action | Actual Damages | |||||||
Payments for Legal Settlements | $ 74,800,000 | $ 80,700,000 | |||||
Cline Class Action | punitive damages | |||||||
Payments for Legal Settlements | $ 75,000,000 | ||||||
Massachusetts Attorney General | |||||||
Legal Fees | $ 18,000,000 |
Regulatory Matters, Commitmen_4
Regulatory Matters, Commitments, Contingencies And Environmental Liabilities Table - Accrued Environmental Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Environmental Exit Cost [Line Items] | ||
Current | $ 44 | $ 54 |
Non-current | 240 | 228 |
Total environmental liabilities | $ 284 | $ 282 |
Regulatory Matters, Commitmen_5
Regulatory Matters, Commitments, Contingencies And Environmental Liabilities Schedule of Right of Way Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
ROW Expense | $ 20 | $ 16 | $ 46 | $ 44 |
Revenue (Details)
Revenue (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Amount | $ 39,830 |
Revenue Revenue Contract Liabil
Revenue Revenue Contract Liabilities (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Contract with Customer, Liability | $ 573 | $ 573 | $ 615 | $ 459 |
Additions | 794 | 815 | ||
Revenue Recognized | (836) | (688) | ||
Deferred Revenue, Period Increase (Decrease) | $ (13) | |||
Sunoco LP [Member] | ||||
Contract assets | 239 | 200 | ||
Accounts receivable from contracts with customers | $ 1,079 | $ 834 |
Revenue, Remaining performance
Revenue, Remaining performance obligations (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 39,830 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 2,176 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Year | 2023 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 7,345 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Year | 2024 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 6,247 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Year | 2025 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 2 years 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 24,062 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 years 3 months |
Derivative Assets And Liabili_4
Derivative Assets And Liabilities Table - Outstanding Commodity-Related Derivatives (Details) | Sep. 30, 2023 barrels MMbtu Megawatt bbl | Dec. 31, 2022 MMbtu Megawatt bbl barrels | |
Natural Gas Liquids [Member] | Mark-To-Market Derivatives [Member] | Non Trading [Member] | Forwards Swaps [Member] | Short [Member] | |||
Derivative, Nonmonetary Notional Amount | bbl | (14,238) | ||
Natural Gas Liquids [Member] | Mark-To-Market Derivatives [Member] | Non Trading [Member] | Forwards Swaps [Member] | Long [Member] | |||
Derivative, Nonmonetary Notional Amount | bbl | (6,934) | ||
Natural Gas [Member] | Mark-To-Market Derivatives [Member] | Non Trading [Member] | Basis Swaps IFERC/NYMEX [Member] | Long [Member] | |||
Derivative, Nonmonetary Notional Amount | (48,393) | (42,440) | |
Natural Gas [Member] | Mark-To-Market Derivatives [Member] | Non Trading [Member] | Swing Swaps IFERC [Member] | Short [Member] | |||
Derivative, Nonmonetary Notional Amount | (72,220) | (202,815) | |
Natural Gas [Member] | Mark-To-Market Derivatives [Member] | Non Trading [Member] | Fixed Swaps/Futures [Member] | Short [Member] | |||
Derivative, Nonmonetary Notional Amount | (4,803) | (15,758) | |
Natural Gas [Member] | Mark-To-Market Derivatives [Member] | Non Trading [Member] | Forward Physical Contracts [Member] | Short [Member] | |||
Derivative, Nonmonetary Notional Amount | (2,145) | ||
Natural Gas [Member] | Mark-To-Market Derivatives [Member] | Non Trading [Member] | Forward Physical Contracts [Member] | Long [Member] | |||
Derivative, Nonmonetary Notional Amount | (2,423) | ||
Natural Gas [Member] | Mark-To-Market Derivatives [Member] | Trading [Member] | Basis Swaps IFERC/NYMEX [Member] | Short [Member] | |||
Derivative, Nonmonetary Notional Amount | [1] | (44,800) | (39,563) |
Natural Gas [Member] | Mark-To-Market Derivatives [Member] | Trading [Member] | Fixed Swaps/Futures [Member] | Long [Member] | |||
Derivative, Nonmonetary Notional Amount | (330) | (145) | |
Natural Gas [Member] | Fair Value Hedging [Member] | Non Trading [Member] | Basis Swaps IFERC/NYMEX [Member] | Short [Member] | |||
Derivative, Nonmonetary Notional Amount | (43,745) | (37,448) | |
Natural Gas [Member] | Fair Value Hedging [Member] | Non Trading [Member] | Fixed Swaps/Futures [Member] | Short [Member] | |||
Derivative, Nonmonetary Notional Amount | (43,745) | (37,448) | |
Natural Gas [Member] | Fair Value Hedging [Member] | Non Trading [Member] | Hedged Item - Inventory (MMBtu) [Member] | Long [Member] | |||
Derivative, Nonmonetary Notional Amount | (43,745) | (37,448) | |
Power [Member] | Mark-To-Market Derivatives [Member] | Trading [Member] | Options - Puts [Member] | Long [Member] | |||
Derivative, Nonmonetary Notional Amount | Megawatt | (68,800) | ||
Power [Member] | Mark-To-Market Derivatives [Member] | Trading [Member] | Call Option [Member] | Short [Member] | |||
Derivative, Nonmonetary Notional Amount | Megawatt | 0 | 0 | |
Power [Member] | Mark-To-Market Derivatives [Member] | Trading [Member] | Forwards Swaps [Member] | Long [Member] | |||
Derivative, Nonmonetary Notional Amount | Megawatt | (171,600) | 0 | |
Power [Member] | Mark-To-Market Derivatives [Member] | Trading [Member] | Future [Member] | Short [Member] | |||
Derivative, Nonmonetary Notional Amount | Megawatt | (74,391) | (21,384) | |
Power [Member] | Mark-To-Market Derivatives [Member] | Trading [Member] | Put Option [Member] | Long [Member] | |||
Derivative, Nonmonetary Notional Amount | Megawatt | (119,200) | ||
Crude Oil [Member] | Mark-To-Market Derivatives [Member] | Non Trading [Member] | Forwards Swaps [Member] | Short [Member] | |||
Derivative, Nonmonetary Notional Amount | bbl | (7,660) | ||
Crude Oil [Member] | Mark-To-Market Derivatives [Member] | Non Trading [Member] | Forwards Swaps [Member] | Long [Member] | |||
Derivative, Nonmonetary Notional Amount | bbl | (795) | ||
Refined product sales | Mark-To-Market Derivatives [Member] | Non Trading [Member] | Future [Member] | Short [Member] | |||
Derivative, Nonmonetary Notional Amount | barrels | (5,751) | (3,547) | |
[1]Includes aggregate amounts for open positions related to Houston Ship Channel, Waha Hub, NGPL TexOk, West Louisiana Zone and Henry Hub locations. |
Derivative Assets And Liabili_5
Derivative Assets And Liabilities Table - Interest Rate Swaps Outstanding (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | ||
Discussion of Interest Rate Derivative Risk Management Policy | Interest Rate RiskWe are exposed to market risk for changes in interest rates. To maintain a cost effective capital structure, we borrow funds using a mix of fixed rate debt and variable rate debt. We also manage our interest rate exposure by utilizing interest rate swaps to achieve a desired mix of fixed and variable rate debt. We also utilize forward starting interest rate swaps to lock in the rate on a portion of our anticipated debt issuances. | ||
July 2024 | |||
Description of Interest Rate Derivative Activities | [1],[2] | Forward-starting to pay an average fixed rate of 3.388% and receive a floating rate | |
Derivative, Notional Amount | [2] | $ 0 | $ 400 |
April 2025 | |||
Derivative, Fixed Interest Rate | 3.9725% | ||
April 2025 | USAC [Member] | |||
Description of Interest Rate Derivative Activities | [1],[3] | Pay a fixed rate of 3.785% and receive a floating rate (effective April 2023) | |
Derivative, Notional Amount | [3] | $ 700 | $ 0 |
[1]Floating rates are based on SOFR.[2]The July 2024 interest rate swaps were terminated and settled in August 2023.[3]In October 2023, USAC modified its April 2025 interest rate swap. The termination date was extended from April 1, 2025 to December 31, 2025. Under the modified interest rate swap, USAC pays a fixed interest rate of 3.9725% and continues to receive floating interest rate payments that are indexed to the one-month SOFR. |
Derivative Assets And Liabili_6
Derivative Assets And Liabilities Table - Fair Value of Derivative Instruments (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Total derivatives assets | $ 419 | $ 688 |
Total derivatives liabilities | (449) | (549) |
Designated as Hedging Instrument [Member] | ||
Total derivatives assets | 23 | 87 |
Total derivatives liabilities | (7) | (7) |
Not Designated as Hedging Instrument [Member] | ||
Total derivatives assets | 396 | 601 |
Total derivatives liabilities | (442) | (542) |
Commodity Derivatives [Member] | Not Designated as Hedging Instrument [Member] | ||
Total derivatives assets | 71 | 95 |
Total derivatives liabilities | (71) | (108) |
Commodity Derivatives (Margin Deposits) [Member] | Designated as Hedging Instrument [Member] | ||
Total derivatives assets | 23 | 87 |
Total derivatives liabilities | (7) | (7) |
Commodity Derivatives (Margin Deposits) [Member] | Not Designated as Hedging Instrument [Member] | ||
Total derivatives assets | 311 | 506 |
Total derivatives liabilities | (371) | (411) |
Interest Rate Derivatives [Member] | Not Designated as Hedging Instrument [Member] | ||
Total derivatives assets | 14 | 0 |
Total derivatives liabilities | $ 0 | $ (23) |
Derivative Assets And Liabili_7
Derivative Assets And Liabilities Table - Gross FV and Netting Offset (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | $ 419 | $ 688 |
Derivative Liability, Fair Value, Gross Liability | (449) | (549) |
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 49 | 244 |
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 79 | 105 |
Derivative assets (liabilities) | ||
Derivatives, Fair Value [Line Items] | ||
Counterparty netting | (67) | (85) |
Counterparty netting | 67 | 85 |
Other current assets (liabilities) | ||
Derivatives, Fair Value [Line Items] | ||
Counterparty netting | (303) | (359) |
Counterparty netting | 303 | 359 |
Without offsetting agreements [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 14 | 0 |
Derivative Liability, Fair Value, Gross Liability | 0 | (23) |
OTC Contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 71 | 95 |
Derivative Liability, Fair Value, Gross Liability | (71) | (108) |
Broker cleared derivative contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 334 | 593 |
Derivative Liability, Fair Value, Gross Liability | $ (378) | $ (418) |
Derivative Assets And Liabili_8
Derivative Assets And Liabilities Table - Partnership's Derivative Assets and Liabilities Amount of Gain (Loss) Recognized (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Amount of Gain/(Loss) Recognized in Income on Derivatives | $ (130) | $ 268 | $ (65) | $ 347 |
Gains on interest rate derivatives | 32 | 60 | 47 | 303 |
Commodity Derivatives [Member] | ||||
Amount of Gain/(Loss) Recognized in Income on Derivatives | (166) | 186 | (106) | (6) |
Commodity Derivatives - Trading [Member] | ||||
Amount of Gain/(Loss) Recognized in Income on Derivatives | $ 4 | $ 22 | $ (6) | $ 50 |
Reportable Segments Table - Rev
Reportable Segments Table - Revenues (External and Intersegment) by Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues | $ (20,739) | $ (22,939) | $ (58,054) | $ (69,375) |
Intersegment Eliminations [Member] | ||||
Revenues | 3,112 | 5,212 | (9,391) | (14,971) |
Intrastate Transportation And Storage [Member] | ||||
Revenues | (973) | (2,383) | (3,070) | (6,218) |
Investment In Sunoco LP [Member] | ||||
Revenues | (6,320) | (6,594) | (17,427) | (19,811) |
Investment In USAC [Member] | ||||
Revenues | (217) | (179) | (621) | (514) |
Interstate Transportation and Storage [Member] | ||||
Revenues | (571) | (549) | (1,755) | (1,645) |
Midstream [Member] | ||||
Revenues | (2,777) | (4,871) | (7,999) | (13,846) |
NGL and refined products transportation and services [Member] | ||||
Revenues | (5,260) | (6,075) | (15,864) | (19,909) |
Crude oil transportation and services [Member] | ||||
Revenues | (7,289) | (6,416) | (19,322) | (19,642) |
Other Segments [Member] | ||||
Revenues | (444) | (1,084) | (1,387) | (2,761) |
Intersegment [Member] | Intrastate Transportation And Storage [Member] | ||||
Revenues | (93) | (302) | (646) | (668) |
Intersegment [Member] | Investment In Sunoco LP [Member] | ||||
Revenues | (3) | (17) | (32) | (44) |
Intersegment [Member] | Investment In USAC [Member] | ||||
Revenues | (5) | (3) | (16) | (11) |
Intersegment [Member] | Interstate Transportation and Storage [Member] | ||||
Revenues | (9) | (16) | (35) | (54) |
Intersegment [Member] | Midstream [Member] | ||||
Revenues | (2,002) | (3,756) | (5,629) | (10,447) |
Intersegment [Member] | NGL and refined products transportation and services [Member] | ||||
Revenues | (891) | (906) | (2,654) | (3,265) |
Intersegment [Member] | Crude oil transportation and services [Member] | ||||
Revenues | 0 | (1) | (1) | (2) |
Intersegment [Member] | Other Segments [Member] | ||||
Revenues | (109) | (211) | (378) | (480) |
External Customers [Member] | Intrastate Transportation And Storage [Member] | ||||
Revenues | (880) | (2,081) | (2,424) | (5,550) |
External Customers [Member] | Investment In Sunoco LP [Member] | ||||
Revenues | (6,317) | (6,577) | (17,395) | (19,767) |
External Customers [Member] | Investment In USAC [Member] | ||||
Revenues | (212) | (176) | (605) | (503) |
External Customers [Member] | Interstate Transportation and Storage [Member] | ||||
Revenues | (562) | (533) | (1,720) | (1,591) |
External Customers [Member] | Midstream [Member] | ||||
Revenues | (775) | (1,115) | (2,370) | (3,399) |
External Customers [Member] | NGL and refined products transportation and services [Member] | ||||
Revenues | (4,369) | (5,169) | (13,210) | (16,644) |
External Customers [Member] | Crude oil transportation and services [Member] | ||||
Revenues | (7,289) | (6,415) | (19,321) | (19,640) |
External Customers [Member] | Other Segments [Member] | ||||
Revenues | $ (335) | $ (873) | $ (1,009) | $ (2,281) |
Reportable Segments Table - Seg
Reportable Segments Table - Segment Adjusted EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Segment Adjusted EBITDA | $ 3,541 | $ 3,088 | $ 10,096 | $ 9,656 |
Depreciation, depletion and amortization | 1,107 | 1,030 | 3,227 | 3,104 |
Interest Expense | 632 | 577 | 1,892 | 1,714 |
Impairment losses and other | 1 | 86 | 12 | 386 |
Gains on interest rate derivatives | (32) | (60) | (47) | (303) |
Non-cash compensation expense | 35 | 27 | 99 | 88 |
Unrealized (gains) losses on commodity risk management activities | 107 | (76) | 182 | (130) |
Equity in earnings of unconsolidated affiliates | (103) | (68) | (286) | (186) |
Gain (Loss) Related to Litigation Settlement | 625 | 0 | 625 | 0 |
Income tax expense | 77 | 82 | 256 | 159 |
Net income | 1,047 | 1,322 | 3,727 | 4,431 |
Inventory valuation adjustments | (141) | 40 | (113) | (81) |
Adjusted EBITDA attributable to unconsolidated affiliates | 182 | 147 | 514 | 409 |
Other, net | 4 | (19) | 8 | 65 |
Intrastate Transportation And Storage [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Adjusted EBITDA | 244 | 301 | 869 | 963 |
Investment In Sunoco LP [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Adjusted EBITDA | 257 | 276 | 728 | 681 |
Investment In USAC [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Adjusted EBITDA | 130 | 109 | 373 | 313 |
Interstate Transportation and Storage [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Adjusted EBITDA | 491 | 409 | 1,468 | 1,259 |
Midstream [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Adjusted EBITDA | 631 | 868 | 1,851 | 2,578 |
NGL and refined products transportation and services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Adjusted EBITDA | 1,076 | 634 | 2,852 | 2,097 |
Crude oil transportation and services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Adjusted EBITDA | 706 | 461 | 1,906 | 1,616 |
All Other Segment | ||||
Segment Reporting Information [Line Items] | ||||
Segment Adjusted EBITDA | $ 6 | $ 30 | $ 49 | $ 149 |