pepl-20211103
False0000076063Panhandle Eastern Pipe Line Company, LP00000760632021-11-032021-11-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 3, 2021
Date of Report (Date of earliest event reported)
PANHANDLE EASTERN PIPE LINE COMPANY, LP
(Exact name of Registrant as specified in its charter)
Delaware
1-2921
44-0382470
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

8111 Westchester Drive, Suite 600, Dallas, Texas 75225
(Address of principal executive offices) (zip code)

(214) 981-0700
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




Item 7.01Regulation FD Disclosure.

On November 3, 2021, Energy Transfer LP (the "Partnership"), which owns 100% of Energy Transfer Interstate Holdings, LLC, which indirectly owns 100% of the equity interests of Panhandle Eastern Pipe Line Company, LP (the “Company”), issued a press release announcing the financial and operating results of Energy Transfer LP, including certain financial results of the Company, for the third fiscal quarter ended September 30, 2021. A copy of the Partnership's press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.
Item 9.01Financial Statements and Exhibits.

(d) Exhibits. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.
Exhibit NumberDescription of the Exhibit
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PANHANDLE EASTERN PIPE LINE COMPANY, LP
(Registrant)
November 3, 2021/s/ Bradford D. Whitehurst
Bradford D. Whitehurst
Chief Financial Officer (duly authorized to sign on behalf of the registrant)


Document

https://cdn.kscope.io/432f57350037bad0e69493b88fa7614c-et25yrlogo.jpg
ENERGY TRANSFER REPORTS THIRD QUARTER 2021 RESULTS
Dallas - November 3, 2021 - Energy Transfer LP (NYSE:ET) (“ET” or the “Partnership”) today reported financial results for the quarter ended September 30, 2021.
ET reported net income attributable to partners for the three months ended September 30, 2021 of $635 million, an increase of $1.29 billion compared to the same period the previous year. For the three months ended September 30, 2021, net income per limited partner unit (basic and diluted) was $0.20 per unit.
Adjusted EBITDA for the three months ended September 30, 2021 was $2.58 billion compared to $2.87 billion for the three months ended September 30, 2020. The third quarter of 2020 benefited from approximately $300 million of one-time items and gains from optimization activities that did not re-occur in the current period.
Distributable Cash Flow attributable to partners, as adjusted, for the three months ended September 30, 2021 was $1.31 billion compared to $1.69 billion for the three months ended September 30, 2020. The decrease was primarily driven by the decrease in Adjusted EBITDA discussed above.
Key accomplishments and current developments:
Operational
In the third quarter of 2021, ET reached a new record for NGL transportation and fractionation volumes, as well as for NGL and refined product terminal volumes.
ET recently completed its Permian Bridge project, which provides increased connectivity and efficiency between ET’s natural gas gathering and processing assets in the Delaware Basin and its assets in the Midland Basin.
ET has also commissioned the next phase of the Mariner East Pipeline Project (ME2X).
Strategic
In September 2021, ET’s patented Dual Drive Technologies natural gas compression system received a GPA Midstream Environmental Excellence Award for its impact on reducing CO2 emissions.
In September 2021, ET entered into its second major solar energy power purchase arrangement. The agreement is for 120 megawatts of electricity from the Eiffel Solar project in Northeast Texas.
During the third quarter, ET signed a memorandum of understanding with the Republic of Panama to study the feasibility of a proposed Trans-Panama Gateway LPG pipeline and is reviewing the potential creation of a new strategically located NGL hub in Panama.
ET and Enable Midstream Partners, LP continue to work toward obtaining Hart-Scott-Rodino Act clearance for their previously announced merger. ET continues to expect the transaction to close in the fourth quarter of 2021.
Financial
During the third quarter of 2021, the Partnership reduced outstanding debt by approximately $800 million, utilizing cash from operations. Year-to-date in 2021, ET has reduced its long-term debt by approximately $6.0 billion.
As of September 30, 2021, the Partnership’s $6.00 billion revolving credit facilities had an aggregate $5.37 billion of available capacity, and the leverage ratio, as defined by the credit agreement, was 3.15x.
For the three months ended September 30, 2021, the Partnership invested approximately $362 million on growth capital expenditures.
1


In October 2021, ET announced a quarterly distribution of $0.1525 per unit ($0.61 annualized) on ET common units for the quarter ended September 30, 2021.
For full year of 2021, ET expects its adjusted EBITDA to be $12.9 billion to $13.3 billion and its growth capital expenditures to be approximately $1.6 billion.
ET benefits from a portfolio of assets with exceptional product and geographic diversity. The Partnership’s multiple segments generate high-quality, balanced earnings with no single segment contributing more than 30% of the Partnership’s consolidated Adjusted EBITDA for the three months ended September 30, 2021. The vast majority of the Partnership’s segment margins are fee-based and therefore have limited commodity price sensitivity.
Conference Call information:
The Partnership has scheduled a conference call for 3:30 p.m. Central Time, Wednesday, November 3, 2021 to discuss its third quarter 2021 results and provide a partnership update. The conference call will be broadcast live via an internet webcast, which can be accessed through www.energytransfer.com and will also be available for replay on the Partnership’s website for a limited time.
Energy Transfer LP (NYSE: ET) owns and operates one of the largest and most diversified portfolios of energy assets in the United States, with a strategic footprint in all of the major domestic production basins. ET is a publicly traded limited partnership with core operations that include complementary natural gas midstream, intrastate and interstate transportation and storage assets; crude oil, natural gas liquids (“NGL”) and refined product transportation and terminalling assets; NGL fractionation; and various acquisition and marketing assets. ET also owns Lake Charles LNG Company, as well as the general partner interests, the incentive distribution rights and 28.5 million common units of Sunoco LP (NYSE: SUN), and the general partner interests and 46.1 million common units of USA Compression Partners, LP (NYSE: USAC). For more information, visit the Energy Transfer LP website at www.energytransfer.com.
Sunoco LP (NYSE: SUN) is a master limited partnership with core operations that include the distribution of motor fuel to approximately 10,000 convenience stores, independent dealers, commercial customers and distributors located in more than 30 states, as well as refined product transportation and terminalling assets. SUN’s general partner is owned by Energy Transfer LP (NYSE: ET). For more information, visit the Sunoco LP website at www.sunocolp.com.
USA Compression Partners, LP (NYSE: USAC) is a growth-oriented Delaware limited partnership that is one of the nation’s largest independent providers of natural gas compression services in terms of total compression fleet horsepower. USAC partners with a broad customer base composed of producers, processors, gatherers and transporters of natural gas and crude oil. USAC focuses on providing compression services to infrastructure applications primarily in high-volume gathering systems, processing facilities and transportation applications. For more information, visit the USAC website at www.usacompression.com.
Forward-Looking Statements
This news release may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal law. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control. An extensive list of factors that can affect future results are discussed in the Partnership’s Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission, including the Partnership’s Quarterly Report on Form 10-Q to be filed for the current period. In addition to the risks and uncertainties previously disclosed, the Partnership has also been, or may in the future be, impacted by new or heightened risks related to the COVID-19 pandemic, and we cannot predict the length and ultimate impact of those risks. The Partnership has also been, and may in the future be, impacted by the winter storm in February 2021 and the resolution of related contingencies, including credit losses, disputed purchases and sales, litigation and/or potential legislative action. The Partnership undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.
The information contained in this press release is available on our website at www.energytransfer.com.
2


Contacts
Energy Transfer
Investor Relations:
Bill Baerg, Brent Ratliff, Lyndsay Hannah, 214-981-0795
or
Media Relations:
Vicki Granado, 214-840-5820
3


ENERGY TRANSFER LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
(unaudited)
September 30, 2021December 31, 2020
ASSETS
Current assets$9,049 $6,317 
Property, plant and equipment, net74,271 75,107 
Investments in unconsolidated affiliates2,958 3,060 
Lease right-of-use assets, net829 866 
Other non-current assets, net1,722 1,657 
Intangible assets, net5,474 5,746 
Goodwill2,395 2,391 
Total assets
$96,698 $95,144 
LIABILITIES AND EQUITY
Current liabilities (1)
$9,834 $5,923 
Long-term debt, less current maturities44,793 51,417 
Non-current derivative liabilities187 237 
Non-current operating lease liabilities799 837 
Deferred income taxes3,683 3,428 
Other non-current liabilities1,270 1,152 
Commitments and contingencies
Redeemable noncontrolling interests783 762 
Equity:
Limited Partners:
Preferred Unitholders5,671 — 
Common Unitholders21,726 18,531 
General Partner
(5)(8)
Accumulated other comprehensive income19 
Total partners’ capital
27,411 18,529 
Noncontrolling interests
7,938 12,859 
Total equity
35,349 31,388 
Total liabilities and equity
$96,698 $95,144 
(1)    As of September 30, 2021, current liabilities include $678 million of current maturities of long-term debt. This total includes all of the $650 million of senior notes due in April 2022 from the Bakken Pipeline entities, for which our proportionate ownership is 36.4%.
4


ENERGY TRANSFER LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per unit data)
(unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2021202020212020
REVENUES$16,664 $9,955 $48,760 $28,920 
COSTS AND EXPENSES:
Cost of products sold
13,188 6,376 35,641 18,784 
Operating expenses
898 773 2,585 2,422 
Depreciation, depletion and amortization
943 912 2,837 2,715 
Selling, general and administrative
198 176 583 555 
Impairment losses
— 1,474 11 2,803 
Total costs and expenses
15,227 9,711 41,657 27,279 
OPERATING INCOME1,437 244 7,103 1,641 
OTHER INCOME (EXPENSE):
Interest expense, net of interest capitalized
(558)(569)(1,713)(1,750)
Equity in earnings (losses) of unconsolidated affiliates71 (32)191 46 
Impairment of investment in an unconsolidated affiliate— (129)— (129)
Losses on extinguishments of debt
— — (8)(62)
Gains (losses) on interest rate derivatives55 72 (277)
Other, net
33 71 45 
INCOME (LOSS) BEFORE INCOME TAX EXPENSE
984 (360)5,690 (525)
Income tax expense 77 41 234 168 
NET INCOME (LOSS)907 (401)5,456 (693)
Less: Net income attributable to noncontrolling interests260 242 870 427 
Less: Net income attributable to redeemable noncontrolling interests
12 12 37 37 
NET INCOME (LOSS) ATTRIBUTABLE TO PARTNERS
635 (655)4,549 (1,157)
General Partner’s interest in net income (loss)
— (1)
Preferred Unitholders’ interest in net income99 — 185 — 
Limited Partners’ interest in net income (loss)
$535 $(655)$4,359 $(1,156)
NET INCOME (LOSS) PER LIMITED PARTNER UNIT:
Basic
$0.20 $(0.24)$1.61 $(0.43)
Diluted
$0.20 $(0.24)$1.60 $(0.43)
WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING:
Basic
2,705.2 2,696.6 2,704.0 2,694.4 
Diluted
2,720.6 2,696.6 2,718.4 2,694.4 
5


ENERGY TRANSFER LP AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
(Dollars and units in millions)
(unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
20212020
2021(a)
2020
Reconciliation of net income (loss) to Adjusted EBITDA and Distributable Cash Flow(b):
Net income (loss)$907 $(401)$5,456 $(693)
Interest expense, net of interest capitalized558 569 1,713 1,750 
Impairment losses— 1,474 11 2,803 
Income tax expense77 41 234 168 
Depreciation, depletion and amortization943 912 2,837 2,715 
Non-cash compensation expense26 30 81 93 
(Gains) losses on interest rate derivatives(1)(55)(72)277 
Unrealized (gains) losses on commodity risk management activities19 30 (74)27 
Losses on extinguishments of debt— — 62 
Impairment of investment in an unconsolidated affiliate— 129 — 129 
Inventory valuation adjustments (Sunoco LP)(9)(11)(168)126 
Equity in (earnings) losses of unconsolidated affiliates(71)32 (191)(46)
Adjusted EBITDA related to unconsolidated affiliates141 169 400 480 
Other, net(11)(53)— 48 
Adjusted EBITDA (consolidated)2,579 2,866 10,235 7,939 
Adjusted EBITDA related to unconsolidated affiliates(141)(169)(400)(480)
Distributable cash flow from unconsolidated affiliates103 128 268 353 
Interest expense, net of interest capitalized(558)(569)(1,713)(1,750)
Preferred unitholders’ distributions(110)(97)(305)(282)
Current income tax expense(10)(7)(34)(8)
Maintenance capital expenditures(155)(129)(371)(368)
Other, net14 17 50 57 
Distributable Cash Flow (consolidated)1,722 2,040 7,730 5,461 
Distributable Cash Flow attributable to Sunoco LP (100%)(146)(139)(399)(419)
Distributions from Sunoco LP41 41 124 123 
Distributable Cash Flow attributable to USAC (100%)(52)(57)(157)(170)
Distributions from USAC25 24 73 72 
Distributable Cash Flow attributable to noncontrolling interests in other non-wholly-owned consolidated subsidiaries(284)(234)(786)(733)
Distributable Cash Flow attributable to the partners of ET1,306 1,675 6,585 4,334 
Transaction-related adjustments16 34 46 
Distributable Cash Flow attributable to the partners of ET, as adjusted$1,312 $1,691 $6,619 $4,380 
Distributions to partners:
Limited Partners$413 $411 $1,238 $2,055 
General Partner
Total distributions to be paid to partners$414 $412 $1,240 $2,058 
Common Units outstanding – end of period2,705.8 2,698.0 2,705.8 2,698.0 
Distribution coverage ratio3.17x4.10x5.34x2.13x
(a)Winter Storm Uri, which occurred in February 2021, resulted in one-time impacts to the Partnership’s consolidated net income, Adjusted EBITDA and Distributable Cash Flow. Please see additional discussion of these impacts, as well as the potential impacts to future periods, included in the “Summary Analysis of Quarterly Results by Segment” below.
(b)Adjusted EBITDA, Distributable Cash Flow and distribution coverage ratio are non-GAAP financial measures used by industry analysts, investors, lenders and rating agencies to assess the financial performance and the operating results of
6


ET’s fundamental business activities and should not be considered in isolation or as a substitute for net income, income from operations, cash flows from operating activities or other GAAP measures.
There are material limitations to using measures such as Adjusted EBITDA, Distributable Cash Flow and distribution coverage ratio, including the difficulty associated with using any such measure as the sole measure to compare the results of one company to another, and the inability to analyze certain significant items that directly affect a company’s net income or loss or cash flows. In addition, our calculations of Adjusted EBITDA, Distributable Cash Flow and distribution coverage ratio may not be consistent with similarly titled measures of other companies and should be viewed in conjunction with measurements that are computed in accordance with GAAP, such as operating income, net income and cash flow from operating activities.
Definition of Adjusted EBITDA
We define 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. 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 last-in, first-out (“LIFO”). These amounts are unrealized valuation adjustments applied to Sunoco LP’s fuel volumes remaining in inventory at the end of the period.
Adjusted EBITDA reflects 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 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 Adjusted EBITDA or Adjusted EBITDA related to unconsolidated affiliates as an analytical tool should be limited accordingly.
Adjusted EBITDA is used by management to determine our operating performance and, along with other financial and volumetric data, as internal measures for setting annual operating budgets, assessing financial performance of our numerous business locations, as a measure for evaluating targeted businesses for acquisition and as a measurement component of incentive compensation.
Definition of Distributable Cash Flow
We define Distributable Cash Flow as net income, adjusted for certain non-cash items, less distributions to preferred unitholders and maintenance capital expenditures. Non-cash items include depreciation, depletion and amortization, non-cash compensation expense, amortization included in interest 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 deferred income taxes. For unconsolidated affiliates, Distributable Cash Flow reflects the Partnership’s proportionate share of the investee’s distributable cash flow.
Distributable Cash Flow is used by management to evaluate our overall performance. Our partnership agreement requires us to distribute all available cash, and Distributable Cash Flow is calculated to evaluate our ability to fund distributions through cash generated by our operations.
On a consolidated basis, Distributable Cash Flow includes 100% of the Distributable Cash Flow of ET’s consolidated subsidiaries. However, to the extent that noncontrolling interests exist among our subsidiaries, the Distributable Cash Flow generated by our subsidiaries may not be available to be distributed to our partners. In order to reflect the cash flows available for distributions to our partners, we have reported Distributable Cash Flow attributable to partners, which is calculated by adjusting Distributable Cash Flow (consolidated), as follows:
For subsidiaries with publicly traded equity interests, Distributable Cash Flow (consolidated) includes 100% of Distributable Cash Flow attributable to such subsidiary, and Distributable Cash Flow attributable to our partners includes distributions to be received by the parent company with respect to the periods presented.
For consolidated joint ventures or similar entities, where the noncontrolling interest is not publicly traded, Distributable Cash Flow (consolidated) includes 100% of Distributable Cash Flow attributable to such subsidiaries, but
7


Distributable Cash Flow attributable to partners reflects only the amount of Distributable Cash Flow of such subsidiaries that is attributable to our ownership interest.
For Distributable Cash Flow attributable to partners, as adjusted, certain transaction-related adjustments and non-recurring expenses that are included in net income are excluded.
Definition of Distribution Coverage Ratio
Distribution coverage ratio for a period is calculated as Distributable Cash Flow attributable to partners, as adjusted, divided by distributions expected to be paid to the partners of ET in respect of such period.
8


ENERGY TRANSFER LP AND SUBSIDIARIES
SUMMARY ANALYSIS OF QUARTERLY RESULTS BY SEGMENT
(Tabular dollar amounts in millions)
(unaudited)
Three Months Ended
September 30,
20212020
Segment Adjusted EBITDA:
Intrastate transportation and storage$172 $203 
Interstate transportation and storage334 425 
Midstream556 530 
NGL and refined products transportation and services706 762 
Crude oil transportation and services496 631 
Investment in Sunoco LP198 189 
Investment in USAC99 104 
All other18 22 
Total Segment Adjusted EBITDA$2,579 $2,866 
In the following analysis of segment operating results, a measure of segment margin is reported for segments with sales revenues. Segment margin is a non-GAAP financial measure and is presented herein to assist in the analysis of segment operating results and particularly to facilitate an understanding of the impacts that changes in sales revenues have on the segment performance measure of Segment Adjusted EBITDA. Segment margin is similar to the GAAP measure of gross margin, except that segment margin excludes charges for depreciation, depletion and amortization. Among the GAAP measures reported by the Partnership, the most directly comparable measure to segment margin is Segment Adjusted EBITDA; a reconciliation of segment margin to Segment Adjusted EBITDA is included in the following tables for each segment where segment margin is presented.
In addition, for certain segments, the sections below include information on the components of segment margin by sales type, which components are included in order to provide additional disaggregated information to facilitate the analysis of segment margin and Segment Adjusted EBITDA. For example, these components include transportation margin, storage margin and other margin. These components of segment margin are calculated consistent with the calculation of segment margin; therefore, these components also exclude charges for depreciation, depletion and amortization.
9


Intrastate Transportation and Storage
Three Months Ended
September 30,
20212020
Natural gas transported (BBtu/d)
12,335 12,185 
Withdrawals from storage natural gas inventory (BBtu)
2,350 10,315 
Revenues
$1,217 $654 
Cost of products sold
978 434 
Segment margin
239 220 
Unrealized (gains) losses on commodity risk management activities(1)23 
Operating expenses, excluding non-cash compensation expense
(64)(42)
Selling, general and administrative expenses, excluding non-cash compensation expense
(8)(7)
Adjusted EBITDA related to unconsolidated affiliates
Other
— 
Segment Adjusted EBITDA
$172 $203 
Transported volumes increased primarily due to production increases in the Permian.
Segment Adjusted EBITDA. For the three months ended September 30, 2021 compared to the same period last year, Segment Adjusted EBITDA related to our intrastate transportation segment decreased due to the net effects of the following:
a decrease of $36 million in realized natural gas sales and other primarily due to lower optimization volumes with shifts to long-term third-party contracts from the Permian to the Gulf Coast and lower spreads; and
an increase of $22 million in operating expenses primarily due to increases of $9 million in cost of fuel consumption due to higher gas prices, $6 million in maintenance project costs, $3 million in employee related expenses, and $3 million in ad valorem taxes; partially offset by
an increase of $11 million in transportation fees due to increased firm transportation volumes from the Permian;
an increase of $17 million in retained fuel revenues primarily due to higher natural gas prices; and
an increase of $3 million in realized storage margin due to higher storage optimization.
Interstate Transportation and Storage
Three Months Ended
September 30,
20212020
Natural gas transported (BBtu/d)
9,917 10,387 
Natural gas sold (BBtu/d)
16 15 
Revenues
$418 $471 
Operating expenses, excluding non-cash compensation, amortization and accretion expenses
(152)(147)
Selling, general and administrative expenses, excluding non-cash compensation, amortization and accretion expenses
(21)(20)
Adjusted EBITDA related to unconsolidated affiliates
91 122 
Other
(2)(1)
Segment Adjusted EBITDA
$334 $425 
Transported volumes decreased primarily due to foundation shipper contract expirations and a shipper bankruptcy on our Tiger system, as well as lower utilization resulting from unfavorable market conditions on our Trunkline system.
10


Segment Adjusted EBITDA. For the three months ended September 30, 2021 compared to the same period last year, Segment Adjusted EBITDA related to our interstate transportation and storage segment decreased due to the net impacts of the following:
a decrease of $53 million in revenues primarily due to a $37 million decline resulting from shipper contract expirations on our Tiger system and an $18 million decline due to a shipper bankruptcy during 2020 also on our Tiger system. In addition, transportation revenues decreased by $16 million on our Panhandle and Trunkline systems due to lower demand. These decreases were partially offset by an increase of $13 million in transportation revenue from our Rover system as a result of more favorable market conditions;
an increase of $5 million in operating expenses primarily due to a $7 million increase from the revaluation of system gas, a $5 million increase in maintenance project costs, a $3 million increase in employee costs, and $2 million increase in ad valorem taxes; partially offset by a decrease in credit losses in the prior period;
an increase of $1 million in selling, general and administrative expenses primarily due to higher allocated overhead costs and employee costs; and
a decrease of $31 million in Adjusted EBITDA related to unconsolidated affiliates primarily due to a $19 million decrease from our Fayetteville Express Pipeline joint venture as a result of the expiration of foundation shipper contracts, a $9 million decrease from our Citrus joint venture due to a contractual rate adjustment and a $3 million decrease from our Midcontinent Express Pipeline joint venture due to lower rates on short-term capacity.
Midstream
Three Months Ended
September 30,
20212020
Gathered volumes (BBtu/d)
12,991 12,904 
NGLs produced (MBbls/d)
667 635 
Equity NGLs (MBbls/d)
37 32 
Revenues
$2,919 $1,377 
Cost of products sold
2,153 668 
Segment margin
766 709 
Operating expenses, excluding non-cash compensation expense
(191)(169)
Selling, general and administrative expenses, excluding non-cash compensation expense
(28)(21)
Adjusted EBITDA related to unconsolidated affiliates
Other
Segment Adjusted EBITDA
$556 $530 
Gathered volumes and NGL production increased compared to the same period last year primarily due to volume increases in the Permian, Ark-La-Tex, and South Texas regions, partially offset by volume declines in the Northeast and Mid-Continent/Panhandle regions.
Segment Adjusted EBITDA. For the three months ended September 30, 2021 compared to the same period last year, Segment Adjusted EBITDA related to our midstream segment increased due to the net impacts of the following:
an increase of $156 million in non-fee-based margin due to favorable NGL prices of $96 million and natural gas prices of $60 million; and
an increase of $8 million in non-fee-based margin due to increased throughput in the Permian region and the ramp-up of recently completed assets in the Northeast region; partially offset by
a decrease of $107 million in fee-based margin due to the recognition of $103 million related to the restructuring and assignment of certain gathering and processing contracts in the Ark-La-Tex region in the third quarter of 2020;
an increase of $22 million in operating expenses due to an increase of $15 million in employee costs and $6 million in outside services; and
an increase of $7 million in selling, general and administrative expenses due to higher allocated overhead costs.
11


NGL and Refined Products Transportation and Services
Three Months Ended
September 30,
20212020
NGL transportation volumes (MBbls/d)1,803 1,493 
Refined products transportation volumes (MBbls/d)526 460 
NGL and refined products terminal volumes (MBbls/d)1,237 850 
NGL fractionation volumes (MBbls/d)884 877 
Revenues
$5,262 $2,623 
Cost of products sold
4,347 1,712 
Segment margin
915 911 
Unrealized (gains) losses on commodity risk management activities(2)11 
Operating expenses, excluding non-cash compensation expense
(207)(162)
Selling, general and administrative expenses, excluding non-cash compensation expense
(27)(20)
Adjusted EBITDA related to unconsolidated affiliates
26 22 
Other
— 
Segment Adjusted EBITDA
$706 $762 
NGL transportation volumes increased primarily due to the initiation of service on our propane and ethane export pipelines into our Nederland Terminal in the fourth quarter of 2020, higher volumes from the Eagle Ford region and higher volumes on our Mariner East and West pipeline systems.
Refined products transportation volumes increased due to recovery from COVID-19 related demand reduction in the prior period.
NGL and refined products terminal volumes increased primarily due to the previously mentioned start of new pipelines and refined product demand recovery.
Segment Adjusted EBITDA. For the three months ended September 30, 2021 compared to the same period last year, Segment Adjusted EBITDA related to our NGL and refined products transportation and services segment decreased due to the net impacts of the following:
a decrease of $58 million in marketing margin primarily due to a $36 million decrease in optimization gains and from the sale of NGL component products at our Mont Belvieu facility and a $19 million decrease in northeast blending and optimization primarily due to realized losses on financial instruments and increased costs related to renewable identification numbers (“RINs”), and a $6 million decrease due to optimization gains realized in 2020 as marketing prices increased. These decreases were partially offset by a $4 million increase in butane blending margin due to more favorable spreads and incremental gasoline blending in the third quarter of 2021;
an increase of $45 million in operating expenses primarily due to a $21 million increase in utilities cost, a $16 million increase in employee related costs, a $6 million increase in materials and other associated costs to run the assets and a $2 million increase in allocated corporate overhead costs;
an increase of $7 million in selling, general and administrative expenses primarily due to corporate cost reductions in 2020; and
a decrease of $7 million in fractionators and refinery services margin primarily due to a $10 million decrease resulting from a slightly lower average rate achieved due to the increased utilization of our ethane optimization strategy. This decrease was partially offset by a $5 million increase in blending activity at our fractionation facility; partially offset by
an increase of $36 million in terminal services margin primarily due to a $20 million increase in ethane export fees at our Nederland Terminal, an increase of $13 million in loading fees due to higher LPG export volumes at our Nederland Terminal and a $3 million increase at our refined product terminals due to higher throughput and timing of accounting adjustments;
an increase of $20 million in transportation margin primarily due to a $30 million increase due to higher export volumes feeding into our Nederland Terminal, a $6 million increase from higher throughput on our Mariner pipeline system, and a $6 million increase in refined products transportation due to recovery from COVID-19 related demand reduction in the
12


prior period and other refined products demand increases. These increases were partially offset by a $23 million decrease resulting from a slightly lower average rate achieved due to the increased utilization of our ethane optimization strategy; and
an increase of $4 million in Adjusted EBITDA related to unconsolidated affiliates due to an increase primarily resulting from higher throughput on Explorer pipeline due to COVID-19 demand recovery.
Crude Oil Transportation and Services
Three Months Ended
September 30,
20212020
Crude transportation volumes (MBbls/d)4,173 3,551 
Crude terminals volumes (MBbls/d)2,703 2,317 
Revenues$4,578 $2,850 
Cost of products sold3,918 2,096 
Segment margin
660 754 
Unrealized (gains) losses on commodity risk management activities14 (1)
Operating expenses, excluding non-cash compensation expense
(142)(112)
Selling, general and administrative expenses, excluding non-cash compensation expense
(44)(28)
Adjusted EBITDA related to unconsolidated affiliates
Other
Segment Adjusted EBITDA
$496 $631 
Crude transportation volumes were higher on our Texas pipeline system and Bakken pipeline, driven by a recovery in crude oil production in these regions as a result of higher crude oil prices as well as a recovery in refinery utilization. Volumes on our Bayou Bridge pipeline were also higher, driven by more favorable crude oil differentials for shippers. Volumes also benefited from a full quarter of operations from our Cushing South pipeline. Crude terminal volumes were higher due to increased customer throughput activity at our Gulf Coast terminals.
Segment Adjusted EBITDA. For the three months ended September 30, 2021 compared to the same period last year, Segment Adjusted EBITDA related to our crude oil transportation and services segment decreased due to the net impacts of the following:
a decrease of $79 million in segment margin (excluding unrealized gains and losses on commodity risk management activities) primarily due to a $133 million decrease from our crude oil acquisition and marketing business due to storage trading gains realized in the prior period, unfavorable crude inventory valuation adjustments, and less favorable pricing conditions impacting our Bakken to Gulf Coast trading operations, a $6 million decrease in throughput at our crude terminals primarily driven by lower export demand, and a $3 million decrease from our Texas crude pipeline system due to lower average tariff rates realized; partially offset by a $65 million increase from improved performance on our Bayou Bridge and Bakken pipelines;
an increase of $30 million in operating expenses primarily due to higher volume-driven expenses and higher employee expenses;
an increase of $16 million in selling, general and administrative expenses primarily due to legal expenses and higher overhead allocations to the crude segment as a result of assets acquired; and
a decrease of $2 million in Adjusted EBITDA related to unconsolidated affiliates due to lower volumes on White Cliffs pipeline from lower crude oil production, partially offset by an increase in jet fuel sales by our joint ventures.
13


Investment in Sunoco LP
Three Months Ended
September 30,
20212020
Revenues
$4,779 $2,805 
Cost of products sold
4,472 2,497 
Segment margin
307 308 
Unrealized (gains) losses on commodity risk management activities(6)
Operating expenses, excluding non-cash compensation expense
(85)(84)
Selling, general and administrative expenses, excluding non-cash compensation expense
(23)(24)
Adjusted EBITDA related to unconsolidated affiliates
Inventory valuation adjustments(9)(11)
Other
Segment Adjusted EBITDA
$198 $189 
The Investment in Sunoco LP segment reflects the consolidated results of Sunoco LP.
Segment Adjusted EBITDA. For the three months ended September 30, 2021 compared to the same period last year, Segment Adjusted EBITDA related to our investment in Sunoco LP segment increased due to the net impacts of the following:
an increase in the gross profit on motor fuel sales of $4 million primarily due to a 6.4% increase in gallons sold, partially offset by a 7.3% decrease in gross profit per gallon sold; and
an increase in non-motor fuel sales of $5 million primarily due to increased credit card transactions, merchandise gross profit and franchise fee income.
Investment in USAC
Three Months Ended
September 30,
20212020
Revenues
$159 $161 
Cost of products sold
19 20 
Segment margin
140 141 
Operating expenses, excluding non-cash compensation expense
(31)(27)
Selling, general and administrative expenses, excluding non-cash compensation expense
(10)(10)
Segment Adjusted EBITDA
$99 $104 
The Investment in USAC segment reflects the consolidated results of USAC.
Segment Adjusted EBITDA. For the three months ended September 30, 2021 compared to the same period last year, Segment Adjusted EBITDA related to our investment in USAC segment decreased due to the following:
a decrease of $1 million in segment margin primarily due to slightly lower revenue generating horsepower; and
an increase of $4 million in operating expenses primarily due to an increase in property taxes and expenses related to our vehicle fleet.
14


All Other
Three Months Ended
September 30,
20212020
Revenues
$696 $367 
Cost of products sold
652 318 
Segment margin
44 49 
Unrealized losses on commodity risk management activities
Operating expenses, excluding non-cash compensation expense
(29)(35)
Selling, general and administrative expenses, excluding non-cash compensation expense
(13)(23)
Adjusted EBITDA related to unconsolidated affiliates
Other and eliminations
27 
Segment Adjusted EBITDA
$18 $22 
For the three months ended September 30, 2021 compared to the same period last year, Segment Adjusted EBITDA related to our all other segment decreased primarily due to the net impacts of the following:
a decrease of $12 million due to the settlement of customer disputes related to prior period activity;
a decrease of $7 million due to the revaluation of natural gas inventory; and
a decrease of $2 million due to lower trading gains; partially offset by
an increase of $5 million due to higher compressor sales and lower operating expenses in our compressor business;
an increase of $2 million from Energy Transfer Canada due to the aggregate impact of multiples smaller changes; and
an increase of $2 million due to lower utility expense.
15


ENERGY TRANSFER LP AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION ON LIQUIDITY
(In millions)
(unaudited)
The following table is a summary of our revolving credit facilities. We also have other consolidated subsidiaries with revolving credit facilities which are not included in this table.
Facility SizeFunds Available at September 30, 2021Maturity Date
Five-Year Revolving Credit Facility$5,000 $4,370 December 1, 2024
364-Day Revolving Credit Facility1,000 1,000 November 26, 2021
$6,000 $5,370 
16


ENERGY TRANSFER LP AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION ON UNCONSOLIDATED AFFILIATES
(In millions)
(unaudited)
The table below provides information on an aggregated basis for our unconsolidated affiliates, which are accounted for as equity method investments in the Partnership’s financial statements for the periods presented.
Three Months Ended
September 30,
20212020
Equity in earnings (losses) of unconsolidated affiliates:
Citrus
$44 $50 
FEP
— (106)
MEP
(5)(1)
White Cliffs
(1)
Other
33 23 
Total equity in earnings (losses) of unconsolidated affiliates
$71 $(32)
Adjusted EBITDA related to unconsolidated affiliates:
Citrus
$87 $96 
FEP
— 19 
MEP
White Cliffs
11 
Other
46 35 
Total Adjusted EBITDA related to unconsolidated affiliates
$141 $169 
Distributions received from unconsolidated affiliates:
Citrus
$106 $48 
FEP
— 20 
MEP
White Cliffs
Other
26 24 
Total distributions received from unconsolidated affiliates
$138 $98 
17


ENERGY TRANSFER LP AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION ON NON-WHOLLY-OWNED JOINT VENTURE SUBSIDIARIES
(Dollars in millions)
(unaudited)
The table below provides information on an aggregated basis for our non-wholly-owned joint venture subsidiaries, which are reflected on a consolidated basis in our financial statements. The table below excludes Sunoco LP and USAC, our non-wholly-owned subsidiaries that are publicly traded.
Three Months Ended
September 30,
20212020
Adjusted EBITDA of non-wholly-owned subsidiaries (100%) (a)
$599 $529 
Our proportionate share of Adjusted EBITDA of non-wholly-owned subsidiaries (b)
299 269 
Distributable Cash Flow of non-wholly-owned subsidiaries (100%) (c)
$556 $483 
Our proportionate share of Distributable Cash Flow of non-wholly-owned subsidiaries (d)
272 249 
Below is our current ownership percentage of certain non-wholly-owned subsidiaries:
Non-wholly-owned subsidiary:
ET Percentage Ownership (e)
Bakken Pipeline
36.4 %
Bayou Bridge
60.0 %
Maurepas
51.0 %
Ohio River System
75.0 %
Permian Express Partners
87.7 %
Red Bluff Express
70.0 %
Rover
32.6 %
Energy Transfer Canada51.0 %
Others
various
(a)Adjusted EBITDA of non-wholly-owned subsidiaries reflects the total Adjusted EBITDA of our non-wholly-owned subsidiaries on an aggregated basis. This is the amount of Adjusted EBITDA included in our consolidated non-GAAP measure of Adjusted EBITDA.
(b)Our proportionate share of Adjusted EBITDA of non-wholly-owned subsidiaries reflects the amount of Adjusted EBITDA of such subsidiaries (on an aggregated basis) that is attributable to our ownership interest.
(c)Distributable Cash Flow of non-wholly-owned subsidiaries reflects the total Distributable Cash Flow of our non-wholly-owned subsidiaries on an aggregated basis.
(d)Our proportionate share of Distributable Cash Flow of non-wholly-owned subsidiaries reflects the amount of Distributable Cash Flow of such subsidiaries (on an aggregated basis) that is attributable to our ownership interest. This is the amount of Distributable Cash Flow included in our consolidated non-GAAP measure of Distributable Cash Flow attributable to the partners of ET.
(e)Our ownership reflects the total economic interest held by us and our subsidiaries. In some cases, this percentage comprises ownership interests held in (or by) multiple entities.
18