8-K

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 6, 2019
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 7.01 Regulation FD Disclosure.

On November 6, 2019, Energy Transfer LP (the "Partnership"), which owns 100% of ETP Holdco Corporation, 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 quarter ended September 30, 2019. 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 9.01 Financial 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 Number	Description of the Exhibit
99.1	Energy Transfer LP Press Release dated November 6, 2019
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*	Filed herewith.

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)
Date: November 6, 2019	By:	/s/ Thomas E. Long
		Thomas E. Long
		Chief Financial Officer (duly authorized to sign on behalf of the registrant)

EX-99.1

ENERGY TRANSFER REPORTS SOLID THIRD QUARTER 2019 RESULTS

• Net income attributable to partners of $832 million, reflecting an increase over previous period primarily due to higher operating income and the impact of the simplification transaction.

• Adjusted EBITDA of $2.79 billion, up 8 percent from the third quarter of 2018.

• Distributable Cash Flow attributable to partners of $1.52 billion, up 10 percent from the third quarter of 2018.

• Distribution coverage ratio of 1.88x, yielding excess coverage of $712 million of Distributable Cash Flow attributable to partners in excess of distributions.

Dallas - November 6, 2019-Energy Transfer LP (NYSE:ET) (“ET” or the “Partnership”) today reported financial results for the quarter ended September 30, 2019.

ET reported net income attributable to partners for the three months ended September 30, 2019 of $832 million, an increase of $461 million compared to the three months ended September 30, 2018. For the prior period, net income attributable to partners continues to reflect only the amount of net income attributable to the legacy Energy Transfer LP partners prior to the simplification merger transaction of ET and Energy Transfer Operating, L.P. (“ETO”) on October 19, 2018 (the “ETO Merger”).

Adjusted EBITDA for the three months ended September 30, 2019 was $2.79 billion, an increase of $209 million compared to the three months ended September 30, 2018. Results were supported by continued strong performance among several of the Partnership’s core segments, with another record operating performance in the Partnership’s NGL and refined products segment.

Distributable Cash Flow attributable to partners, as adjusted, for the three months ended September 30, 2019 was $1.52 billion, an increase of $137 million compared to the three months ended September 30, 2018. The increase was primarily due to the increase in Adjusted EBITDA.

Key accomplishments and current developments:

Operational

• The JC Nolan Pipeline joint venture successfully commissioned its diesel fuel pipeline in West Texas during the third quarter of 2019.

• The Arrowhead III processing plant went into service in early July 2019 and is projected to be full by year-end.

• Phase II of the Red Bluff Express pipeline was completed ahead of schedule in August 2019.

• The Permian Express 4 expansion went into full service on October 1, 2019.

Strategic

• On September 16, 2019, the Partnership entered into a definitive merger agreement to acquire SemGroup Corporation (“SemGroup”) in a unit and cash transaction (the “SemGroup Merger”). Total consideration, including the assumption of debt is approximately $5 billion, based on the closing price of the Partnership’s common units on September 13, 2019. The transaction is subject to the approval of SemGroup’s stockholders, and the SemGroup stockholders’ meeting is scheduled for December 4, 2019. We expect to close the transaction shortly after receipt of the vote, and the Partnership expects to contribute the SemGroup assets to ETO subsequent to closing the acquisition.

Financial

• In October 2019, ET announced a quarterly distribution of $0.305 per unit ($1.220 annualized) on ET common units for the quarter ended September 30, 2019. The distribution coverage ratio for the third quarter of 2019 is 1.88x.

• In October 2019, ETO entered into a term loan credit agreement providing for a $2 billion three-year term loan credit facility. Borrowings under the term loan agreement mature on October 17, 2022.

• As of September 30, 2019, ETO’s $6.00 billion revolving credit facilities had an aggregate $3.32 billion of available capacity, and ETO’s leverage ratio, as defined by its credit agreement, was 3.63x.

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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 percent of the Partnership’s consolidated Adjusted EBITDA for the three months ended September 30, 2019. 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 8:00 a.m. Central Time, Thursday, November 7, 2019 to discuss its third quarter 2019 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 or ir.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, NGL and refined product transportation and terminalling assets; NGL fractionation; and various acquisition and marketing assets.  ET, through its ownership of Energy Transfer Operating, L.P., 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 Operating, L.P., a subsidiary of 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 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. 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.

Contacts

Energy Transfer

Investor Relations:

Bill Baerg, Brent Ratliff, Lyndsay Hannah, 214-981-0795

or

Media Relations:

Vicki Granado, 214-840-5820

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ENERGY TRANSFER LP AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(unaudited)

	September 30, 2019		December 31, 2018
ASSETS
Current assets	$	7,066	$	6,750
Property, plant and equipment, net	69,169		66,963
Advances to and investments in unconsolidated affiliates	2,992		2,642
Lease right-of-use assets, net (a)	889		—
Other non-current assets, net	1,089		1,006
Intangible assets, net	5,781		6,000
Goodwill	4,870		4,885
Total assets	$	91,856	$	88,246
LIABILITIES AND EQUITY
Current liabilities	$	7,037	$	9,310
Long-term debt, less current maturities	46,840		43,373
Non-current derivative liabilities	360		104
Non-current operating lease liabilities (a)	807		—
Deferred income taxes	3,133		2,926
Other non-current liabilities	1,138		1,184
Commitments and contingencies
Redeemable noncontrolling interests	499		499
Equity:
Total partners’ capital	20,918		20,559
Noncontrolling interests	11,124		10,291
Total equity	32,042		30,850
Total liabilities and equity	$	91,856	$	88,246

(a) Lease-related balances as of September 30, 2019 were recorded in connection with the required adoption of the new lease accounting principles (referred to as ASC 842) on January 1, 2019.

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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,
	2019			2018			2019			2018
REVENUES	$	13,495		$	14,514		$	40,493		$	40,514
COSTS AND EXPENSES:
Cost of products sold	9,890			11,093			29,607			31,681
Operating expenses	806			784			2,406			2,280
Depreciation, depletion and amortization	784			750			2,343			2,109
Selling, general and administrative	173			184			499			515
Impairment losses	12			—			62			—
Total costs and expenses	11,665			12,811			34,917			36,585
OPERATING INCOME	1,830			1,703			5,576			3,929
OTHER INCOME (EXPENSE):
Interest expense, net of interest capitalized	(579		)	(535		)	(1,747		)	(1,511		)
Equity in earnings of unconsolidated affiliates	82			87			224			258
Losses on extinguishments of debt	—			—			(18		)	(106		)
Gains (losses) on interest rate derivatives	(175		)	45			(371		)	117
Other, net	57			41			99			97
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE (BENEFIT)	1,215			1,341			3,763			2,784
Income tax expense (benefit) from continuing operations	54			(52		)	214			6
INCOME FROM CONTINUING OPERATIONS	1,161			1,393			3,549			2,778
Loss from discontinued operations, net of income taxes	—			(2		)	—			(265		)
NET INCOME	1,161			1,391			3,549			2,513
Less: Net income attributable to noncontrolling interests	317			1,008			931			1,412
Less: Net income attributable to redeemable noncontrolling interests	12			12			38			24
NET INCOME ATTRIBUTABLE TO PARTNERS	832			371			2,580			1,077
Series A Convertible Preferred Unitholders’ interest in income	—			—			—			33
General Partner’s interest in net income	1			1			3			3
Limited Partners’ interest in net income	$	831		$	370		$	2,577		$	1,041
NET INCOME PER LIMITED PARTNER UNIT:
Basic	$	0.32		$	0.32		$	0.98		$	0.93
Diluted	$	0.32		$	0.32		$	0.98		$	0.93
WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING:
Basic	2,624.9			1,158.2			2,621.9			1,117.7
Diluted	2,635.5			1,158.2			2,632.9			1,158.2

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ENERGY TRANSFER LP AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION

(Dollars and units in millions)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Reconciliation of net income to Adjusted EBITDA and Distributable Cash Flow (b):
Net income	$	1,161		$	1,391		$	3,549		$	2,513
Loss from discontinued operations	—			2			—			265
Interest expense, net of capitalized interest	579			535			1,747			1,511
Impairment losses	12			—			62			—
Income tax expense (benefit) from continuing operations	54			(52		)	214			6
Depreciation, depletion and amortization	784			750			2,343			2,109
Non-cash compensation expense	27			27			85			82
Losses (gains) on interest rate derivatives	175			(45		)	371			(117		)
Unrealized losses (gains) on commodity risk management activities	(64		)	(97		)	(90		)	255
Losses on extinguishments of debt	—			—			18			106
Inventory valuation adjustments	26			7			(71		)	(50		)
Equity in earnings of unconsolidated affiliates	(82		)	(87		)	(224		)	(258		)
Adjusted EBITDA related to unconsolidated affiliates	161			179			470			503
Adjusted EBITDA from discontinued operations	—			—			—			(25		)
Other, net	(47		)	(33		)	(67		)	(59		)
Adjusted EBITDA (consolidated)	2,786			2,577			8,407			6,841
Adjusted EBITDA related to unconsolidated affiliates	(161		)	(179		)	(470		)	(503		)
Distributable cash flow from unconsolidated affiliates	107			109			307			312
Interest expense, net of capitalized interest	(579		)	(535		)	(1,747		)	(1,513		)
Preferred unitholders’ distributions	(68		)	(51		)	(185		)	(116		)
Current income tax expense	(2		)	(24		)	(23		)	(465		)
Transaction-related income taxes	—			—			—			470
Maintenance capital expenditures	(178		)	(156		)	(440		)	(373		)
Other, net	19			16			56			29
Distributable Cash Flow (consolidated)	1,924			1,757			5,905			4,682
Distributable Cash Flow attributable to Sunoco LP (100%)	(133		)	(147		)	(331		)	(330		)
Distributions from Sunoco LP	41			41			123			123
Distributable Cash Flow attributable to USAC (100%)	(55		)	(47		)	(164		)	(93		)
Distributions from USAC	24			21			66			52
Distributable Cash Flow attributable to noncontrolling interests in other non-wholly-owned consolidated subsidiaries	(283		)	(253		)	(827		)	(580		)
Distributable Cash Flow attributable to the partners of ET – pro forma for the ETO Merger (a)	1,518			1,372			4,772			3,854
Transaction-related adjustments	3			12			6			25
Distributable Cash Flow attributable to the partners of ET, as adjusted – pro forma for the ETO Merger (a)	$	1,521		$	1,384		$	4,778		$	3,879
Distributions to partners – pro forma for the ETO Merger (a):
Limited Partners (c)	$	808		$	798		$	2,407		$	2,305
General Partner	1			1			3			3
Total distributions to be paid to partners	$	809		$	799		$	2,410		$	2,308
Common Units outstanding – end of period – pro forma for the ETO Merger (a)	2,627.0			2,617.1			2,627.0			2,617.1
Distribution coverage ratio – pro forma for the ETO Merger (a)	1.88x			1.73x			1.98x			1.68x

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(a) The closing of the ETO Merger has impacted the Partnership’s calculation of Distributable Cash Flow attributable to partners, as well as the number of ET Common Units outstanding and the amount of distributions to be paid to partners for the three and nine months endedSeptember 30, 2018. In order to provide information on a comparable basis for pre-ETO Merger and post-ETO Merger periods, the Partnership has included certain pro forma information for the three and nine months endedSeptember 30, 2018.

Pro forma Distributable Cash Flow attributable to partners reflects the following merger related impacts:

• ETO is reflected as a wholly-owned subsidiary and pro forma Distributable Cash Flow attributable to partners reflects ETO’s consolidated Distributable Cash Flow (less certain other adjustments);

• Distributions from Sunoco LP and USAC include distributions to both ET and ETO; and

• Distributable Cash Flow attributable to noncontrolling interests in our other non-wholly-owned subsidiaries is subtracted from consolidated Distributable Cash Flow to calculate Distributable Cash Flow attributable to partners.

Pro forma distributions to partners include actual distributions to legacy ET partners, as well as pro forma distributions to legacy ETO partners. Pro forma distributions to ETO partners are calculated assuming (i) historical ETO common units converted under the terms of the ETO Merger and (ii) distributions on such converted common units were paid at the historical rate paid on ET Common Units.

Pro forma Common Units outstanding include actual Common Units outstanding, in addition to Common Units assumed to be issued in the ETO Merger, which are based on historical ETO common units converted under the terms of the ETO Merger.

(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 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. 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. 

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

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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, other than ETO, 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 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.

(c) The amounts reflected for the nine months endedSeptember 30, 2018 includes distributions to unitholders who elected to participate in a plan to forgo a portion of their future potential cash distributions on common units and reinvest those distributions in ETE Series A convertible preferred units representing limited partner interests in the Partnership for the nine months endedSeptember 30, 2018. The quarter ended March 31, 2018 was the final quarter of participation in the plan.

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ENERGY TRANSFER LP AND SUBSIDIARIES

SUMMARY ANALYSIS OF QUARTERLY RESULTS BY SEGMENT

(Tabular dollar amounts in millions)

(unaudited)

As a result of the ETO Merger in October 2018, our reportable segments were reevaluated during the quarter ended December 31, 2018 and currently reflect the following segments.

	Three Months Ended September 30,
	2019		2018
Segment Adjusted EBITDA:
Intrastate transportation and storage	$	235	$	221
Interstate transportation and storage	442		459
Midstream	411		434
NGL and refined products transportation and services	667		498
Crude oil transportation and services	700		682
Investment in Sunoco LP	192		208
Investment in USAC	104		90
All other	35		(15		)
Adjusted EBITDA (consolidated)	$	2,786	$	2,577

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.

Intrastate Transportation and Storage

	Three Months Ended September 30,
	2019			2018
Natural gas transported (BBtu/d)	12,560			12,146
Revenues	$	764		$	922
Cost of products sold	501			638
Segment margin	263			284
Unrealized gains on commodity risk management activities	19			(12		)
Operating expenses, excluding non-cash compensation expense	(48		)	(51		)
Selling, general and administrative expenses, excluding non-cash compensation expense	(7		)	(7		)
Adjusted EBITDA related to unconsolidated affiliates	7			6
Other	1			1
Segment Adjusted EBITDA	$	235		$	221

Transported volumes increased primarily due to increased utilization of our Texas pipelines.

Segment Adjusted EBITDA. For the three months endedSeptember 30, 2019 compared to the same period last year, Segment Adjusted EBITDA related to our intrastate transportation and storage segment increased due to the net impacts of the following:

• an increase of$9 million in transportation fees primarily due to increased utilization of our Texas pipelines;

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• an increase of$2 millionin realized natural gas sales and other due to higher realized gains from pipeline optimization activity; and

• an increase of$1 million in realized storage margin primarily due to higher storage fees; partially offset by

• a decrease of$2 million in retained fuel revenue primarily due to lower gas prices.

Interstate Transportation and Storage

	Three Months Ended September 30,
	2019			2018
Natural gas transported (BBtu/d)	11,407			10,155
Natural gas sold (BBtu/d)	17			18
Revenues	$	479		$	445
Operating expenses, excluding non-cash compensation, amortization and accretion expenses	(141		)	(104		)
Selling, general and administrative expenses, excluding non-cash compensation, amortization and accretion expenses	(17		)	(20		)
Adjusted EBITDA related to unconsolidated affiliates	124			135
Other	(3		)	3
Segment Adjusted EBITDA	$	442		$	459

Transported volumes increased as a result of the following: the Rover pipeline being placed fully in-service in November 2018; production increases in the Haynesville Shale and deliveries to intrastate markets resulting in increased deliveries off of our Tiger pipeline; and increased utilization of higher contracted capacity on the Panhandle and Trunkline pipelines.

Segment Adjusted EBITDA. For the three months endedSeptember 30, 2019 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:

• an increase of$37 millionin operating expenses primarily due to an increase to ad valorem expenses of $48 million on the Rover pipeline system due to placing the final portions of this asset into service, partially offset by $5 million in lower maintenance expenditures and $4 million in lower storage lease expenses on our Panhandle system due to lower leased capacity; and

• a decrease in EBITDA from unconsolidated affiliates of$11 millionprimarily resulting from a $7 million decrease due to lower earnings from MEP as a result of lower capacity being re-contracted and lower rates on expiring contracts, and a $3 million decrease due to Citrus resulting from the Texas Brine settlement being received in 2018; partially offset by

• an increase of $24 millionin reservation fees from placing the Rover pipeline fully in-service and$7 millionfrom increased utilization of our Transwestern and Trunkline pipelines; and

• an increase of$4 millionin interruptible transportation volumes due to improved market conditions on our Rover, Transwestern, Trunkline and Panhandle pipeline systems.

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Midstream

	Three Months Ended September 30,
	2019			2018
Gathered volumes (BBtu/d)	13,955			12,774
NGLs produced (MBbls/d)	574			583
Equity NGLs (MBbls/d)	30			32
Revenues	$	1,580		$	2,253
Cost of products sold	953			1,631
Segment margin	627			622
Operating expenses, excluding non-cash compensation expense	(202		)	(179		)
Selling, general and administrative expenses, excluding non-cash compensation expense	(21		)	(19		)
Adjusted EBITDA related to unconsolidated affiliates	6			9
Other	1			1
Segment Adjusted EBITDA	$	411		$	434

Gathered volumes increased primarily due to new production in the Northeast, South Texas and Permian regions. For the three months ended September 30, 2019 compared to the same period last year, NGL production decreased due to ethane rejection in the South Texas and North Texas regions.

Segment Adjusted EBITDA. For the three months endedSeptember 30, 2019 compared to the same period last year, Segment Adjusted EBITDA related to our midstream segment decreased slightly due to the net effects of the following:

• a decrease of$54 millionin non-fee-based margin due to lower NGL prices of $51 million and lower gas prices of $14 million, partially offset by an increase of $11 million from increased throughput volumes in the Permian region;

• an increase of $2 million in selling, general and administrative expenses due to an increase in allocated overhead costs; and

• an increase of $23 million in operating expenses primarily due to increases in outside services, maintenance project costs, and employee costs; partially offset by

• an increase of $59 millionin fee-based margin due to volume growth in the Northeast, Permian and South Texas regions, offset by declines in the Mid-Continent/Panhandle regions.

10

NGL and Refined Products Transportation and Services

	Three Months Ended September 30,
	2019			2018
NGL transportation volumes (MBbls/d)	1,346			1,086
Refined products transportation volumes (MBbls/d)	552			627
NGL and refined products terminal volumes (MBbls/d)	963			858
NGL fractionation volumes (MBbls/d)	713			567
Revenues	$	2,878		$	3,063
Cost of products sold	1,962			2,429
Segment margin	916			634
Unrealized losses on commodity risk management activities	(81		)	26
Operating expenses, excluding non-cash compensation expense	(167		)	(168		)
Selling, general and administrative expenses, excluding non-cash compensation expense	(22		)	(17		)
Adjusted EBITDA related to unconsolidated affiliates	24			23
Other	(3		)	—
Segment Adjusted EBITDA	$	667		$	498

NGL transportation volumes increased as throughput barrels on our Texas NGL pipeline system increased due to higher receipt of liquids production from both wholly-owned and third-party gas plants primarily in the Permian and North Texas regions. In addition, NGL transportation volumes on our Northeast assets increased due to the initiation of service on the Mariner East 2 pipeline system.

Refined products transportation volumes decreased primarily due to the closure of the Philadelphia Energy Services refinery during the third quarter of 2019.

NGL and refined products terminal volumes increasedprimarily due to the initiation of service on our Mariner East 2 pipeline which commenced operations in the fourth quarter of 2018.

Average fractionated volumes at our Mont Belvieu, Texas fractionation facility increasedprimarily due to the commissioning of our fifth and sixth fractionators in July 2018 and February 2019, respectively.

Segment Adjusted EBITDA. For the three months ended September 30, 2019 compared to the same period last year, Segment Adjusted EBITDA related to our NGL and refined products transportation and services segment increased due to net impacts of the following:

• an increase of$152 millionin transportation margin primarily due to an$87 millionincrease resulting from the initiation of service on our Mariner East 2 pipeline in the fourth quarter of 2018, a$54 millionincrease resulting from higher throughput volumes received from the Permian region on our Texas NGL pipelines, and an$11 million increase due to higher throughput volumes received from the Barnett and Southeast Texas regions;

• an increase of$45 millionin terminal services margin primarily due to the initiation of service on our Mariner East 2 pipeline in the fourth quarter of 2018;

• an increase of$30 millionin fractionation and refinery services margin primarily resulting from the commissioning of our sixth fractionator in February 2019 and higher NGL volumes from the Permian region feeding our Mont Belvieu fractionation facility. This increase was partially offset by a$3 milliondecrease resulting from a reclassification between our fractionation and storage margins; and

• an increase of$7 millionin storage margin primarily due to a$3 millionincrease from throughput pipeline fees collected at our Mont Belvieu storage facility, a$3 millionincrease resulting from a reclassification between our storage and fractionation margins; partially offset by

• a decrease of$59 millionin marketing margin primarily due to lower optimization gains resulting from less favorable market conditions and an$8 millionwrite down on the value of stored NGL inventory; and

• an increase of$5 million in selling, general and administrative expenses due to a $3 million increase in allocated overhead costs and a $2 million increase in legal fees.

11

Crude Oil Transportation and Services

	Three Months Ended September 30,
	2019			2018
Crude transportation volumes (MBbls/d)	4,661			4,276
Crude terminals volumes (MBbls/d)	1,905			2,134
Revenues	$	4,453		$	4,438
Cost of products sold	3,620			3,494
Segment margin	833			944
Unrealized losses on commodity risk management activities	(2		)	(118		)
Operating expenses, excluding non-cash compensation expense	(110		)	(126		)
Selling, general and administrative expenses, excluding non-cash compensation expense	(21		)	(22		)
Adjusted EBITDA related to unconsolidated affiliates	1			4
Other	(1		)	—
Segment Adjusted EBITDA	$	700		$	682

Crude transportation and terminal volumes benefited from an increase in barrels through our existing Texas pipelines and our Bakken pipeline. Crude terminal volumes decreased for the three month period as a result of the closure of a refinery that was the primary customer utilizing one of our northeast crude terminals.

Segment Adjusted EBITDA. For the three months endedSeptember 30, 2019 compared to the same period last year, Segment Adjusted EBITDA related to our crude oil transportation and services segment increased due to the net impacts of the following:

• an increase of$5 millionin segment margin (excluding unrealized gains and losses on commodity risk management activities) primarily due to a$63 millionincrease from higher throughput on our Texas crude pipeline system primarily due to increased production from the Permian region, a$90 millionincrease from higher throughput on the Bakken pipeline, and a $6 millionincrease from higher ship loading and tank rental fees at our Nederland terminal; partially offset by a$106 milliondecrease (excluding a net change of$116 millionin unrealized gains and losses on commodity risk management activities) from our crude oil acquisition and marketing business primarily resulting from non-cash inventory valuation adjustments and lower basis differentials between the Permian producing region and the Nederland terminal on the Gulf Coast, as well as a $5 milliondecrease due to lower throughput volumes at our refinery terminal in the Northeast. The remainder of the offsetting decrease was primarily attributable to a change in the presentation of certain intrasegment transactions, which were eliminated in the current period presentation but were shown on a gross basis in revenues and operating expenses in the prior period;

• a decrease of $16 millionin operating expenses primarily due to the impact of certain intrasegment transactions discussed above, partially offset by a $17 million increase in ad valorem taxes; and

• a decrease of $3 million in Adjusted EBITDA related to unconsolidated affiliates due to lower margin from jet fuel sales by our joint ventures.

12

Investment in Sunoco LP

	Three Months Ended September 30,
	2019			2018
Revenues	$	4,331		$	4,761
Cost of products sold	4,039			4,428
Segment margin	292			333
Unrealized losses on commodity risk management activities	(1		)	—
Operating expenses, excluding non-cash compensation expense	(94		)	(106		)
Selling, general and administrative expenses, excluding non-cash compensation expense	(36		)	(30		)
Adjusted EBITDA related to unconsolidated affiliates	1			—
Inventory valuation adjustments	26			7
Other	4			4
Segment Adjusted EBITDA	$	192		$	208

The Investment in Sunoco LP segment reflects the consolidated results of Sunoco LP.

Segment Adjusted EBITDA. For the three months endedSeptember 30, 2019 compared to the same period last year, Segment Adjusted EBITDA related to our investment in Sunoco LP segment decreased due to the net impacts of the following:

• a decrease of$23 millionin segment margin, excluding inventory valuation adjustments and unrealized gains and losses on commodity risk management activities, primarily due to a one-time benefit of approximately $25 million related to a cash settlement with a fuel supplier in the prior period, partially offset by an increase in motor fuel gallons sold; partially offset by

• a net decrease of $6 million in operating expenses and selling, general and administrative expenses, excluding non-cash compensation, primarily as a result of lower lease expense and utilities.

Investment in USAC

	Three Months Ended September 30,
	2019			2018
Revenues	$	175		$	169
Cost of products sold	23			24
Segment margin	152			145
Operating expenses, excluding non-cash compensation expense	(35		)	(42		)
Selling, general and administrative expenses, excluding non-cash compensation expense	(13		)	(15		)
Other	—			2
Segment Adjusted EBITDA	$	104		$	90

The Investment in USAC segment reflects the consolidated results of USAC.

Segment Adjusted EBITDA. For the three months endedSeptember 30, 2019 compared to the same period last year, Segment Adjusted EBITDA related to our investment in USAC segment increased due to the net impacts of the following:

• an increase of $7 million in segment margin primarily due to an increase in demand for compression services driven by increased U.S. production of crude oil and natural gas;

• a decrease of$7 millionin operating expenses primarily due to a $3 million decrease in outside maintenance services, a $2 million decrease in ad valorem taxes primarily due to prior year refunds received in the current period, a $2 million decrease in direct labor costs, and a $1 million decrease in indirect expenses, such as transportation and freight, partially offset by a $3 million increase in parts and fluids expenses as a result of higher revenue generating horsepower; and

13

• a decrease of$2 millionin selling, general and administrative expenses primarily due to transaction related expenses as a result of transactions completed during 2018.

All Other

	Three Months Ended September 30,
	2019			2018
Revenues	$	441		$	525
Cost of products sold	393			500
Segment margin	48			25
Unrealized gains on commodity risk management activities	1			7
Operating expenses, excluding non-cash compensation expense	(39		)	(9		)
Selling, general and administrative expenses, excluding non-cash compensation expense	(11		)	(35		)
Adjusted EBITDA related to unconsolidated affiliates	—			2
Other and eliminations	36			(5		)
Segment Adjusted EBITDA	$	35		$	(15	)

Segment Adjusted EBITDA. For the three months endedSeptember 30, 2019 compared to the same period last year, Segment Adjusted EBITDA related to our all other segment increased due to the net impacts of the following:

• an increase of$3 millionfrom power trading activities;

• an increase of$5 millionin optimized gains on residue gas sales;

• an increase of$5 millionfrom settled derivatives;

• an increase of$6 millionfrom the recognition of deferred revenue related to a bankruptcy; and

• a decrease of$24 millionin selling, general and administrative expenses, which includes a decrease of$9 millionin merger and acquisition expenses, a decrease of$6 millionin professional fees, and a decrease of$4 millionin insurance expenses.

14

ENERGY TRANSFER LP AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION ON LIQUIDITY

(In millions)

(unaudited)

The following table is a summary of ETO’s revolving credit facilities. We also have other consolidated subsidiaries with revolving credit facilities which are not included in this table.

	Facility Size		Funds Available at September 30, 2019		Maturity Date
ETO Five-Year Revolving Credit Facility	$	5,000	$	2,315	December 1, 2023
ETO 364-Day Revolving Credit Facility	1,000		1,000		November 29, 2019
	$	6,000	$	3,315

15

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,
	2019		2018
Equity in earnings of unconsolidated affiliates:
Citrus	$	44	$	42
FEP	15		14
MEP	1		7
Other	22		24
Total equity in earnings of unconsolidated affiliates	$	82	$	87
Adjusted EBITDA related to unconsolidated affiliates:
Citrus	$	92	$	96
FEP	19		19
MEP	13		20
Other	37		44
Total Adjusted EBITDA related to unconsolidated affiliates	$	161	$	179
Distributions received from unconsolidated affiliates:
Citrus	$	54	$	52
FEP	20		18
MEP	7		9
Other	22		34
Total distributions received from unconsolidated affiliates	$	103	$	113

16

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,
	2019		2018
Adjusted EBITDA of non-wholly-owned subsidiaries (100%) (a)	$	683	$	565
Our proportionate share of Adjusted EBITDA of non-wholly-owned subsidiaries (b)	378		291
Distributable Cash Flow of non-wholly-owned subsidiaries (100%) (c)	$	647	$	531
Our proportionate share of Distributable Cash Flow of non-wholly-owned subsidiaries (d)	364		277

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	%
Ohio River System	75.0	%
Permian Express Partners	87.7	%
Red Bluff Express	70.0	%
Rover	32.6	%
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.

17

XML

Document and Entity Information	Nov. 06, 2019
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Nov. 06, 2019
Entity Incorporation, State or Country Code	DE
Entity File Number	1-2921
Entity Tax Identification Number	44-0382470
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Registrant Name	Panhandle Eastern Pipe Line Company, LP
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000076063