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et-20210331

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-32740

ENERGY TRANSFER LP

(Exact name of registrant as specified in its charter)


Delaware						30-0108820
(State or other jurisdiction of incorporation or organization)						(I.R.S. 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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Units

New York Stock Exchange

7.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

ETprC

New York Stock Exchange

7.625% Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

ETprD

New York Stock Exchange

7.600% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

ETprE

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

Smaller reporting company

☐

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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

At April 30, 2021, the registrant had 2,703,496,243 Common Units outstanding.

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FORM 10-Q

ENERGY TRANSFER LP AND SUBSIDIARIES

TABLE OF CONTENTS


PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (Unaudited)

Consolidated Balance Sheets			1

Consolidated Statements of Operations			3

Consolidated Statements of Comprehensive Income (Loss)			4

Consolidated Statements of Equity			5

Consolidated Statements of Cash Flows			6

Notes to Consolidated Financial Statements			7

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			33

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			52

ITEM 4. CONTROLS AND PROCEDURES			54

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS			55

ITEM 1A. RISK FACTORS			56









ITEM 6. EXHIBITS			56

SIGNATURE			58

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Definitions

References to the “Partnership” or “ET” refer to Energy Transfer LP. In addition, the following is a list of certain acronyms and terms used throughout this document:


			/d						per day





			AOCI						accumulated other comprehensive income (loss)







			BBtu						billion British thermal units



			Btu						British thermal unit, an energy measurement used by gas companies to convert the volume of gas used to its heat equivalent, and thus calculate the actual energy content

































			Citrus						Citrus, LLC, a 50/50 joint venture which owns FGT

			Dakota Access						Dakota Access, LLC

			DOJ						U.S. Department of Justice

			Enable						Enable Midstream Partners, LP, a Delaware limited partnership

			Energy Transfer Canada						Energy Transfer Canada ULC (formerly SemCAMS Midstream ULC), a less than wholly-owned subsidiary of ET

			EPA						U.S. Environmental Protection Agency

			ET Preferred Units						Collectively, the Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series D Preferred Units, Series E Preferred Units, Series F Preferred Units and Series G Preferred Units (all originally issued by ETO and exchanged for preferred units issued by ET on April 1, 2021)







			ETC Tiger						ETC Tiger Pipeline, LLC, a wholly-owned subsidiary of ET, which owns the Tiger Pipeline






			ETO						Energy Transfer Operating, L.P.



			Exchange Act						Securities Exchange Act of 1934





			FEP						Fayetteville Express Pipeline LLC

			FERC						Federal Energy Regulatory Commission

			FGT						Florida Gas Transmission Company, LLC, a wholly-owned subsidiary of Citrus

			GAAP						accounting principles generally accepted in the United States of America















			HFOTCO						Houston Fuel Oil Terminal Company, a wholly-owned subsidiary of ET, which owns the Houston Terminal

			Lake Charles LNG						Lake Charles LNG Company, LLC, a wholly-owned subsidiary of ET

			LE GP						LE GP, LLC, the general partner of ET

			LIBOR						London Interbank Offered Rate















			MBbls						thousand barrels

			MEP						Midcontinent Express Pipeline LLC

			MTBE						methyl tertiary butyl ether





			NGL						natural gas liquid, such as propane, butane and natural gasoline





			NYMEX						New York Mercantile Exchange



			OSHA						Federal Occupational Safety and Health Act

			OTC						over-the-counter

			Panhandle						Panhandle Eastern Pipe Line Company, LP, a wholly-owned subsidiary of ET































			Regency						Regency Energy Partners LP

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			Rover						Rover Pipeline LLC

















			SEC						Securities and Exchange Commission

			Series A Preferred Units						6.250% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

			Series B Preferred Units						6.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

			Series C Preferred Units						7.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

			Series D Preferred Units						7.625% Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

			Series E Preferred Units						7.600% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

			Series F Preferred Units						6.750% Series F Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units

			Series G Preferred Units						7.125% Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units

















			Sunoco Logistics Operations						Sunoco Logistics Partners Operations L.P, a wholly-owned subsidiary of ET

















			Sunoco R&M						Sunoco (R&M), LLC (formerly Sunoco, Inc. (R&M))



			Transwestern						Transwestern Pipeline Company, LLC, a wholly-owned subsidiary of ET

			Trunkline						Trunkline Gas Company, LLC, a wholly-owned subsidiary of Panhandle



			USAC						USA Compression Partners, LP, a subsidiary of ET

			USAC Preferred Units						USAC Series A preferred units

			White Cliffs						White Cliffs Pipeline, L.L.C.

iii

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ENERGY TRANSFER LP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in millions)

(unaudited)


	March 31, 2021		December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	355	$	367
Accounts receivable, net	5,288		3,875
Accounts receivable from related companies	90		79
Inventories	1,810		1,739
Income taxes receivable	29		35
Derivative assets	16		9
Other current assets	232		213
Total current assets	7,820		6,317

Property, plant and equipment	94,672		94,115
Accumulated depreciation and depletion	(19,868)		(19,008)
	74,804		75,107

Investments in unconsolidated affiliates	3,009		3,060

Lease right-of-use assets, net	857		866

Other non-current assets, net	1,680		1,657
Intangible assets, net	5,657		5,746
Goodwill	2,391		2,391
Total assets	$	96,218	$	95,144

The accompanying notes are an integral part of these consolidated financial statements.

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ENERGY TRANSFER LP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in million)

(unaudited)


	March 31, 2021		December 31, 2020
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	4,732	$	2,809
Accounts payable to related companies	23		27
Derivative liabilities	120		238

Operating lease current liabilities	52		53
Accrued and other current liabilities	2,829		2,775
Current maturities of long-term debt	23		21
Total current liabilities	7,779		5,923

Long-term debt, less current maturities	47,712		51,417

Non-current derivative liabilities	136		237
Non-current operating lease liabilities	820		837
Deferred income taxes	3,550		3,428
Other non-current liabilities	1,198		1,152

Commitments and contingencies
Redeemable noncontrolling interests	769		762

Equity:
Limited Partners:
Common Unitholders	21,428		18,531
General Partner	(5)		(8)
Accumulated other comprehensive income	8		6
Total partners’ capital	21,431		18,529
Noncontrolling interests	12,823		12,859
Total equity	34,254		31,388
Total liabilities and equity	$	96,218	$	95,144

The accompanying notes are an integral part of these consolidated financial statements.

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ENERGY TRANSFER LP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in millions, except per unit data)

(unaudited)


	Three Months Ended March 31,
		2021		2020
REVENUES:
Refined product sales		$	3,524	$	3,232
Crude sales		2,988		3,543
NGL sales		2,906		1,689
Gathering, transportation and other fees		2,266		2,385
Natural gas sales		5,124		588
Other		187		190
Total revenues		16,995		11,627
COSTS AND EXPENSES:
Cost of products sold		10,948		8,291
Operating expenses		820		879
Depreciation, depletion and amortization		954		867
Selling, general and administrative		201		204
Impairment losses		3		1,325
Total costs and expenses		12,926		11,566
OPERATING INCOME		4,069		61
OTHER INCOME (EXPENSE):
Interest expense, net of interest capitalized		(589)		(602)
Equity in earnings (losses) of unconsolidated affiliates		55		(7)

Losses on extinguishments of debt		(7)		(62)
Gains (losses) on interest rate derivatives		194		(329)
Other, net		(6)		3
INCOME (LOSS) BEFORE INCOME TAX EXPENSE		3,716		(936)
Income tax expense		75		28
NET INCOME (LOSS)		3,641		(964)
Less: Net income (loss) attributable to noncontrolling interests		341		(121)
Less: Net income attributable to redeemable noncontrolling interests		12		12
NET INCOME (LOSS) ATTRIBUTABLE TO PARTNERS		3,288		(855)
General Partner’s interest in net income (loss)		3		(1)
Limited Partners’ interest in net income (loss)		$	3,285	$	(854)



NET INCOME (LOSS) PER LIMITED PARTNER UNIT:
Basic		$	1.22	$	(0.32)
Diluted		$	1.21	$	(0.32)

The accompanying notes are an integral part of these consolidated financial statements.

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ENERGY TRANSFER LP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in millions)

(unaudited)


	Three Months Ended March 31,
		2021		2020
Net income (loss)		$	3,641	$	(964)
Other comprehensive income (loss), net of tax:
Change in value of available-for-sale securities		—		(9)
Actuarial gain related to pension and other postretirement benefit plans		5		3
Foreign currency translation adjustments		12		(64)
Change in other comprehensive loss from unconsolidated affiliates		(9)		(16)
		8		(86)
Comprehensive income (loss)		3,649		(1,050)
Less: Comprehensive income (loss) attributable to noncontrolling interests		347		(159)
Less: Comprehensive income attributable to redeemable noncontrolling interests		12		12
Comprehensive income (loss) attributable to partners		$	3,290	$	(903)

The accompanying notes are an integral part of these consolidated financial statements.

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ENERGY TRANSFER LP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(Dollars in millions)

(unaudited)


	Common Unitholders		General Partner		AOCI		Noncontrolling Interests		Total
Balance, December 31, 2020	$	18,531	$	(8)	$	6	$	12,859	$	31,388
Distributions to partners	(406)		—		—		—		(406)
Distributions to noncontrolling interests	—		—		—		(406)		(406)

Capital contributions from noncontrolling interests	—		—		—		20		20
Other comprehensive income, net of tax	—		—		2		6		8
Other, net	18		—		—		3		21
Net income, excluding amounts attributable to redeemable noncontrolling interests	3,285		3		—		341		3,629
Balance, March 31, 2021	$	21,428	$	(5)	$	8	$	12,823	$	34,254


	Common Unitholders		General Partner		AOCI		Noncontrolling Interests		Total
Balance, December 31, 2019	$	21,935	$	(4)	$	(11)	$	12,018	$	33,938
Distributions to partners	(1,591)		(1)		—		—		(1,592)
Distributions to noncontrolling interests	—		—		—		(444)		(444)
Subsidiary units issued	—		—		—		1,580		1,580
Capital contributions from noncontrolling interests	—		—		—		95		95
Other comprehensive loss, net of tax	—		—		(48)		(38)		(86)
Other, net	22		—		—		(7)		15
Net loss, excluding amounts attributable to redeemable noncontrolling interests	(854)		(1)		—		(121)		(976)
Balance, March 31, 2020	$	19,512	$	(6)	$	(59)	$	13,083	$	32,530

The accompanying notes are an integral part of these consolidated financial statements.

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ENERGY TRANSFER LP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in millions)

(unaudited)


	Three Months Ended March 31,
	2021		2020
OPERATING ACTIVITIES:
Net income (loss)	$	3,641	$	(964)
Reconciliation of net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization	954		867
Deferred income taxes	66		42
Inventory valuation adjustments	(100)		227
Non-cash compensation expense	28		22
Impairment losses	3		1,325

Losses on extinguishments of debt	7		62
Distributions on unvested awards	(6)		(11)
Equity in (earnings) losses of unconsolidated affiliates	(55)		7
Distributions from unconsolidated affiliates	45		58
Other non-cash	39		17
Net change in operating assets and liabilities, net of effects of acquisitions	533		176
Net cash provided by operating activities	5,155		1,828
INVESTING ACTIVITIES:
Capital expenditures, excluding allowance for equity funds used during construction	(698)		(1,621)
Contributions in aid of construction costs	3		25
Contributions to unconsolidated affiliates	(2)		(9)
Distributions from unconsolidated affiliates in excess of cumulative earnings	55		52
Proceeds from the sale of other assets	7		2
Other	—		(6)
Net cash used in investing activities	(635)		(1,557)
FINANCING ACTIVITIES:
Proceeds from borrowings	4,751		12,134
Repayments of debt	(8,479)		(12,898)

Subsidiary units issued for cash	—		1,580
Capital contributions from noncontrolling interests	20		95
Distributions to partners	(406)		(770)
Distributions to noncontrolling interests	(406)		(444)
Distributions to redeemable noncontrolling interest	(12)		(12)
Debt issuance costs	—		(51)

Net cash used in financing activities	(4,532)		(366)
Decrease in cash and cash equivalents	(12)		(95)
Cash and cash equivalents, beginning of period	367		291
Cash and cash equivalents, end of period	$	355	$	196

The accompanying notes are an integral part of these consolidated financial statements.

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ENERGY TRANSFER LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular dollar and unit amounts, except per unit data, are in millions)

(unaudited)

1.ORGANIZATION AND BASIS OF PRESENTATION

Organization

The consolidated financial statements presented herein contain the results of Energy Transfer LP and its subsidiaries (the “Partnership,” “we,” “us,” “our” or “ET”).

On April 1, 2021, ET, ETO and certain of ETO’s subsidiaries consummated several internal reorganization transactions (the “Rollup Mergers”). In connection with the Rollup Mergers, Sunoco Logistics Operations and its general partner merged with and into ETO, with ETO surviving, and immediately thereafter, ETO merged with and into ET, with ET surviving. The impacts of the Rollup Mergers also included the following:

•All of ETO’s long-term debt was assumed by ET, as more fully described in Note 7.

•Each issued and outstanding ETO preferred unit was converted into the right to receive one newly created ET preferred unit. A description of the ET Preferred Units is included in Note 9.

•Each of ETO’s issued and outstanding Class K, Class L, Class M and Class N units, all of which were held by ETP Holdco Corporation, a wholly-owned subsidiary of ETO, were converted into an aggregate 675,625,000 newly created Class B Units representing limited partner interests in ET.

Our financial statements reflect the following reportable segments:

•intrastate transportation and storage;

•interstate transportation and storage;

•midstream;

•NGL and refined products transportation and services;

•crude oil transportation and services;

•investment in Sunoco LP;

•investment in USAC; and

•all other.

Basis of Presentation

The unaudited financial information included in this Form 10-Q has been prepared on the same basis as the audited consolidated financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 19, 2021. In the opinion of the Partnership’s management, such financial information reflects all adjustments necessary for a fair presentation of the financial position and the results of operations for such interim periods in accordance with GAAP. All intercompany items and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC.

The consolidated financial statements of the Partnership presented herein include the results of operations of our controlled subsidiaries, including Sunoco LP and USAC.

Our subsidiaries also own varying undivided interests in certain pipelines. Ownership of these pipelines has been structured as an ownership of an undivided interest in assets, not as an ownership interest in a partnership, limited liability company, joint venture or other forms of entities. Each owner controls marketing and invoices separately, and each owner is responsible for any loss, damage or injury that may occur to their own customers. As a result, we apply proportionate consolidation for our interests in these entities.

Certain prior period amounts have also been reclassified to conform to the current period presentation. These reclassifications had no impact on net income or total equity.

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Use of Estimates

The unaudited consolidated financial statements have been prepared in conformity with GAAP, which includes the use of estimates and assumptions made by management that affect the reported amounts of assets, liabilities, revenues, expenses and the accrual for and disclosure of contingent assets and liabilities that exist at the date of the consolidated financial statements. Although these estimates are based on management’s available knowledge of current and expected future events, actual results could be different from those estimates.

2.ACQUISITIONS AND RELATED TRANSACTIONS

Pending Enable Acquisition

On February 16, 2021, the Partnership entered into a definitive merger agreement to acquire Enable. Under the terms of the merger agreement, Enable’s common unitholders will receive 0.8595 of an ET common unit in exchange for each Enable common unit. In addition, each outstanding Enable preferred unit will be exchanged for 0.0265 of a Series G Preferred Unit, and ET will make a $10 million cash payment for Enable’s general partner. Pursuant to support agreements entered into in connection with the merger agreement, the two largest Enable unitholders have delivered their written consents to approve the merger. These unitholders collectively own 79% of Enable’s outstanding common units, and those consents are therefore sufficient to approve the merger. The transaction is subject to the satisfaction of customary closing conditions, including Hart-Scott-Rodino Act (“HSR”) clearance.

We anticipate that the Federal Trade Commission (“FTC”) will issue requests for additional information and documentary material, commonly known as “second requests,” which would extend the HSR waiting period until the 30th calendar day after the date that both parties substantially comply with the second requests. We continue to believe that the FTC will grant unconditional clearance of the transaction, and we remain fully committed to closing the Enable merger under the terms of the merger agreement. We expect to close the transaction in the second half of 2021.

3.CASH AND CASH EQUIVALENTS

Cash and cash equivalents include all cash on hand, demand deposits, and investments with original maturities of three months or less. We consider cash equivalents to include short-term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value. The Partnership’s consolidated balance sheets did not include any material amounts of restricted cash as of March 31, 2021 or December 31, 2020.

We place our cash deposits and temporary cash investments with high credit quality financial institutions. At times, our cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit.

The net change in operating assets and liabilities (net of effects of acquisitions) included in cash flows from operating activities is comprised as follows:


	Three Months Ended March 31,
	2021		2020
Accounts receivable	$	(1,413)	$	1,667
Accounts receivable from related companies	(11)		(20)
Inventories	30		281
Other current assets	(12)		110
Other non-current assets, net	(31)		(101)
Accounts payable	1,958		(1,704)
Accounts payable to related companies	(7)		(21)
Accrued and other current liabilities	194		(233)
Other non-current liabilities	51		37
Derivative assets and liabilities, net	(226)		160
Net change in operating assets and liabilities, net of effects of acquisitions	$	533	$	176

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Non-cash activities were as follows:


	Three Months Ended March 31,
	2021		2020
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accrued capital expenditures	$	559	$	1,015
Accrued distributions to partners	—		822
Lease assets obtained in exchange for new lease liabilities	14		17

4.INVENTORIES

Inventories consist principally of natural gas held in storage, NGLs, and refined products, crude oil and spare parts, all of which are valued at the lower of cost or net realizable value utilizing the weighted-average cost method.

Sunoco LP’s fuel inventories are stated at the lower of cost or market using the last-in, first-out (“LIFO”) method. As of March 31, 2021 and December 31, 2020, the carrying value of Sunoco LP’s fuel inventory included lower of cost or market reserves of $211 million and $311 million, respectively, and the inventory carrying value equaled or exceeded its replacement cost. For the three months ended March 31, 2021 and 2020, the Partnership’s consolidated income statements did not include any material amounts of income from the liquidation of LIFO fuel inventory.


	March 31, 2021		December 31, 2020
Natural gas, NGLs and refined products	$	1,020	$	1,013
Crude oil	350		287
Spare parts and other	440		439
Total inventories	$	1,810	$	1,739

We utilize commodity derivatives to manage price volatility associated with our natural gas inventory. Changes in fair value of designated hedged inventory are recorded in inventory on our consolidated balance sheets and cost of products sold in our consolidated statements of operations.

5.FAIR VALUE MEASURES

We have commodity derivatives and interest rate derivatives that are accounted for as assets and liabilities at fair value in our consolidated balance sheets. We determine the fair value of our assets and liabilities subject to fair value measurement by using the highest possible “level” of inputs. Level 1 inputs are observable quotes in an active market for identical assets and liabilities. We consider the valuation of marketable securities and commodity derivatives transacted through a clearing broker with a published price from the appropriate exchange as a Level 1 valuation. Level 2 inputs are inputs observable for similar assets and liabilities. We consider OTC commodity derivatives entered into directly with third parties as a Level 2 valuation since the values of these derivatives are quoted on an exchange for similar transactions. Additionally, we consider our options transacted through our clearing broker as having Level 2 inputs due to the level of activity of these contracts on the exchange in which they trade. We consider the valuation of our interest rate derivatives as Level 2 as the primary input, the LIBOR curve, is based on quotes from an active exchange of Eurodollar futures for the same period as the future interest swap settlements. Level 3 inputs are unobservable. During the three months ended March 31, 2021, no transfers were made between any levels within the fair value hierarchy.

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The following tables summarize the gross fair value of our financial assets and liabilities measured and recorded at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 based on inputs used to derive their fair values:


			Fair Value Measurements at March 31, 2021
	Fair Value Total		Level 1		Level 2
Assets:

Commodity derivatives:

Natural Gas:
Basis Swaps IFERC/NYMEX	$	14	$	14	$	—
Swing Swaps IFERC	1		—		1
Fixed Swaps/Futures	2		2		—


Forward Physical Contracts	6		—		6
Power:
Forwards	14		—		14
Futures	1		1		—


NGLs – Forwards/Swaps	91		91		—
Refined Products – Futures	2		2		—
Crude – Forwards/Swaps	135		135		—

Total commodity derivatives	266		245		21
Other non-current assets	36		24		12
Total assets	$	302	$	269	$	33
Liabilities:
Interest rate derivatives	$	(254)	$	—	$	(254)
Commodity derivatives:
Natural Gas:
Basis Swaps IFERC/NYMEX	(10)		(10)		—

Fixed Swaps/Futures	(7)		(7)		—


Forward Physical Contracts	(2)		—		(2)
Power:
Forwards	(9)		—		(9)
Futures	(2)		(2)		—


NGLs – Forwards/Swaps	(162)		(162)		—
Refined Products – Futures	(2)		(2)		—
Crude – Forwards/Swaps	(130)		(130)		—
Total commodity derivatives	(324)		(313)		(11)
Total liabilities	$	(578)	$	(313)	$	(265)

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			Fair Value Measurements at December 31, 2020
	Fair Value Total		Level 1		Level 2
Assets:

Commodity derivatives:

Natural Gas:
Basis Swaps IFERC/NYMEX	$	12	$	12	$	—
Swing Swaps IFERC	1		—		1
Fixed Swaps/Futures	13		13		—


Forward Physical Contracts	5		—		5
Power:
Forwards	4		—		4
Futures	2		2		—

Options – Calls	1		1		—
NGLs – Forwards/Swaps	127		127		—
Refined Products – Futures	3		3		—



Total commodity derivatives	168		158		10
Other non-current assets	34		22		12
Total assets	$	202	$	180	$	22
Liabilities:
Interest rate derivatives	$	(448)	$	—	$	(448)
Commodity derivatives:
Natural Gas:
Basis Swaps IFERC/NYMEX	(11)		(11)		—
Swing Swaps IFERC	(3)		—		(3)
Fixed Swaps/Futures	(13)		(13)		—


Forward Physical Contracts	(1)		—		(1)
Power:

Futures	(3)		(3)		—

NGLs – Forwards/Swaps	(227)		(227)		—
Refined Products – Futures	(11)		(11)		—



Total commodity derivatives	(269)		(265)		(4)
Total liabilities	$	(717)	$	(265)	$	(452)

Based on the estimated borrowing rates currently available to us and our subsidiaries for loans with similar terms and average maturities, the aggregate fair value and carrying amount of our consolidated debt obligations as of March 31, 2021 were $51.39 billion and $47.74 billion, respectively. As of December 31, 2020, the aggregate fair value and carrying amount of our consolidated debt obligations were $56.21 billion and $51.44 billion, respectively. The fair value of our consolidated debt obligations is a Level 2 valuation based on the respective debt obligations’ observable inputs used for similar liabilities.

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6.NET INCOME (LOSS) PER LIMITED PARTNER UNIT

A reconciliation of income and weighted average units used in computing basic and diluted income (loss) per unit is as follows:


	Three Months Ended March 31,
		2021		2020
Net income (loss)		$	3,641	$	(964)
Less: Net income (loss) attributable to noncontrolling interests		341		(121)
Less: Net income attributable to redeemable noncontrolling interests		12		12
Net income (loss), net of noncontrolling interests		3,288		(855)
Less: General Partner’s interest in income (loss)