Note 11—Derivatives and Risk Management Activities

We identify the risks that underlie our core business activities and use risk management strategies to mitigate those risks when we determine that there is value in doing so. Our policy is to use derivative instruments for risk management purposes and not for the purpose of speculating on hydrocarbon commodity (referred to herein as “commodity”) price changes. We use various derivative instruments to (i) manage our exposure to commodity price risk as well as to optimize our profits, (ii) manage our exposure to interest rate risk and (iii) manage our exposure to currency exchange rate risk. Our commodity risk management policies and procedures are designed to help ensure that our hedging activities address our risks by monitoring our derivative positions, as well as physical volumes, grades, locations, delivery schedules and storage capacity. Our interest rate and currency exchange rate risk management policies and procedures are designed to monitor our derivative positions and ensure that those positions are consistent with our objectives and approved strategies. When we apply hedge accounting, our policy is to formally document all relationships between hedging instruments and hedged items, as well as our risk management objectives for undertaking the hedge. This process includes specific identification of the hedging instrument and the hedged transaction, the nature of the risk being hedged and how the hedging instrument’s effectiveness will be assessed. Both at the inception of the hedge and on an ongoing basis, we assess whether the derivatives used in a transaction are highly effective in offsetting changes in cash flows or the fair value of hedged items.

Commodity Price Risk Hedging

Our core business activities contain certain commodity price-related risks that we manage in various ways, including the use of derivative instruments. Our policy is to (i) only purchase inventory for which we have a market, (ii) structure our sales contracts so that price fluctuations do not materially affect our operating income and (iii) not acquire and hold physical inventory or derivatives for the purpose of speculating on commodity price changes. The material commodity-related risks inherent in our business activities can be divided into the following general categories:

Commodity Purchases and Sales — In the normal course of our operations, we purchase and sell commodities. We use derivatives to manage the associated risks and to optimize profits. As of December 31, 2013, net derivative positions related to these activities included:

· An average of 242,800 barrels per day net long position (total of 7.5 million barrels) associated with our crude oil purchases, which was unwound ratably during January 2014 to match monthly average pricing.

· A net short spread position averaging approximately 13,600 barrels per day (total of 5.4 million barrels), which hedges a portion of our anticipated crude oil lease gathering purchases through February 2015. These derivatives are time spreads consisting of offsetting purchases and sales between two different months. Our use of these derivatives does not expose us to outright price risk.

· An average of 2,200 barrels per day (total of 1.0 million barrels) of butane/WTI spread positions, which hedge specific butane sales contracts that are priced as a percentage of WTI through March 2015.

· A long position of approximately 2.3 Bcf through April 2016 related to anticipated base gas requirements.

· A short position of approximately 40.5 Bcf through April 2014 related to anticipated sales of natural gas inventory.

· A short position of approximately 6.9 million barrels through March 2015 related to the anticipated sales of our crude oil, NGL and refined products inventory.

Storage Capacity Utilization — We own a significant amount of crude oil, NGL and refined products storage capacity other than that used in our transportation operations. This storage may be leased to third parties or utilized in our own supply and logistics activities, including for the storage of inventory in a contango market. For capacity allocated to our supply and logistics operations, we have utilization risk in a backwardated market structure. As of December 31, 2013, we used derivatives to manage the risk of not utilizing approximately 0.8 million barrels per month of storage capacity through February 2014. These positions involve no outright price exposure, but instead enable us to profitably use the capacity to store hedged crude oil.

Pipeline Loss Allowance Oil — As is common in the pipeline transportation industry, our tariffs incorporate a loss allowance factor that is intended to offset losses due to evaporation, measurement and other losses in transit. We utilize derivative instruments to hedge a portion of the anticipated sales of the allowance oil that is to be collected under our tariffs. As of December 31, 2013, our PLA hedges included a net short position for an average of approximately 1,700 barrels per day (total of 1.2 million barrels) through December 2015 and a long call option position of approximately 0.5 million barrels through December 2015.

Natural Gas Processing/NGL Fractionation — As part of our supply and logistics activities, we purchase natural gas for processing and NGL mix for fractionation, and we sell the resulting individual specification products (including ethane, propane, butane and condensate). In conjunction with these activities, we hedge the price risk associated with the purchase of the natural gas and the subsequent sale of the individual specification products. As of December 31, 2013, we had a long natural gas position of approximately 19.5 Bcf through December 2015, a short propane position of approximately 3.4 million barrels through December 2015, a short butane position of approximately 1.0 million barrels through December 2015 and a short WTI position of approximately 0.4 million barrels through December 2015. In addition, we had a long power position of 0.5 million megawatt hours which hedges a portion of our power supply requirements at our natural gas processing and fractionation plants through June 2016.

All of our commodity derivatives that qualify for hedge accounting are designated as cash flow hedges. We have determined that substantially all of our physical purchase and sale agreements qualify for the normal purchase normal sale scope exception. Physical commodity contracts that meet the definition of a derivative but are ineligible, or not designated, for the normal purchase normal sale scope exception are recorded on the balance sheet at fair value, with changes in fair value recognized in earnings.

Interest Rate Risk Hedging

We use interest rate derivatives to hedge interest rate risk associated with anticipated debt issuances and outstanding debt instruments. The derivative instruments we use to manage this risk consist primarily of interest rate swaps and treasury locks. As of December 31, 2013, AOCI includes deferred losses of approximately $65 million that relate to open and terminated interest rate derivatives that were designated for hedge accounting. The terminated interest rate derivatives were cash-settled in connection with the issuance or refinancing of debt agreements. The deferred loss related to these instruments is being amortized to interest expense over the terms of the hedged debt instruments.

We have entered into forward starting interest rate swaps to hedge the underlying benchmark interest rate related to forecasted debt issuances through 2015. The following table summarizes the terms of our forward starting interest rate swaps as of December 31, 2013 (notional amounts in millions):

Hedged Transaction

Number and Types of
Derivatives Employed

Notional
Amount

Expected
Termination Date

Average Rate
Locked

Accounting
Treatment

Anticipated debt offering

10 forward starting swaps (30-year)

250

6/15/2015

3.60

Cash flow hedge

Concurrent with our August 2013 senior notes issuance, we terminated five thirty-year forward starting interest rate swaps. These swaps had an aggregate notional amount of $125 million and an average fixed rate of 3.39%. We received cash proceeds of approximately $11 million, of which a gain of approximately $8 million was deferred in AOCI and a gain of approximately $3 million was recognized in interest expense attributable to the ineffective portion of these swaps.

Concurrent with our December 2012 senior note issuance, we terminated six thirty-year forward starting interest rate swaps. These swaps had an aggregate notional amount of $250 million and an average fixed rate of 4.24%. We made a cash payment of approximately $89 million in connection with the termination of these swaps.

Concurrent with our March 2012 senior note issuances, we terminated four ten-year forward starting interest rate swaps. These swaps had an aggregate notional amount of $200 million and an average fixed rate of 3.46%. We made a cash payment of approximately $24 million in connection with the termination of the swaps.

Concurrent with our January 2011 senior notes issuance, we terminated three forward starting interest rate swaps. These swaps had an aggregate notional amount of $100 million and an average fixed rate of 3.6%. We received cash proceeds of approximately $12 million in connection with the termination of these swaps.

During June 2011 and August 2011, PNG entered into three interest rate swaps to fix the interest rate on a portion of PNG’s outstanding debt. Following the completion of the PNG Merger, these swaps were terminated in conjunction with the termination of the PNG credit facility.

Currency Exchange Rate Risk Hedging

Because a significant portion of our Canadian business is conducted in CAD and, at times, a portion of our debt is denominated in CAD, we use foreign currency derivatives to minimize the risks of unfavorable changes in exchange rates. These instruments include foreign currency exchange contracts and forwards.

As of December 31, 2013, our outstanding foreign currency derivatives include derivatives we use to (i) hedge currency exchange risk associated with USD-denominated commodity purchases and sales in Canada and (ii) hedge currency exchange risk created by the use of USD-denominated commodity derivatives to hedge commodity price risk associated with CAD-denominated commodity purchases and sales.

The following table summarizes our open forward exchange contracts as of December 31, 2013 (in millions):

		USD		CAD		Average Exchange Rate USD to CAD
Forward exchange contracts that exchange CAD for USD:
	2014	$	336	$	358	$1.00 - $1.06
	2015	9		9		$1.00 - $1.07
		$	345	$	367	$1.00 - $1.06

Forward exchange contracts that exchange USD for CAD:
	2014	$	336	$	354	$1.00 - $1.05
	2015	9		9		$1.00 - $1.06
		$	345	$	363	$1.00 - $1.05

Net position by currency:
	2014	$	—	$	4
	2015	—		—
		$	—	$	4

Summary of Financial Impact

We record all open derivatives on the balance sheet as either assets or liabilities measured at fair value. Changes in the fair value of derivatives are recognized currently in earnings unless specific hedge accounting criteria are met. For derivatives that qualify as cash flow hedges, changes in fair value of the effective portion of the hedges are deferred in AOCI and recognized in earnings in the periods during which the underlying physical transactions are recognized in earnings. Derivatives that do not qualify for hedge accounting and the portion of cash flow hedges that are not highly effective in offsetting changes in cash flows of the hedged items are recognized in earnings each period. Cash settlements associated with our derivative activities are reflected as cash flows from operating activities in our Consolidated Statements of Cash Flows.

A summary of the impact of our derivative activities recognized in earnings for the years ended December 31, 2013, 2012 and 2011 is as follows (in millions):

	Year Ended December 31, 2013
	Derivatives in Hedging Relationships
Location of gain/(loss)	Gain/(loss) reclassified from AOCI into income (1)			Other gain/(loss) recognized in income			Derivatives Not Designated as a Hedge			Total
Commodity Derivatives

Supply and Logistics segment revenues	$	78		$	(1	)	$	(116	)	$	(39	)

Facilities segment revenues	(10		)	(1		)	—			(11		)

Field operating costs	—			—			8			8

Interest Rate Derivatives

Interest expense	(7		)	3			—			(4		)

Foreign Currency Derivatives

Other income/(expense), net	5			—			—			5

Total Gain/(Loss) on Derivatives Recognized in Net Income	$	66		$	1		$	(108	)	$	(41	)

	Year Ended December 31, 2012
	Derivatives in Hedging Relationships
Location of gain/(loss)	Gain/(loss) reclassified from AOCI into income (1)			Other gain/(loss) recognized in income			Derivatives Not Designated as a Hedge			Total
Commodity Derivatives

Supply and Logistics segment revenues	$	12		$	—		$	60		$	72

Facilities segment revenues	3			(1		)	1			3

Purchases and related costs	45			—			1			46

Field operating costs	—			—			1			1

Interest Rate Derivatives

Interest expense	(4		)	1			—			(3		)

Foreign Currency Derivatives

Supply and Logistics segment revenues	—			—			(1		)	(1		)

Other income/(expense), net	6			—			—			6

Total Gain/(Loss) on Derivatives Recognized in Net Income	$	62		$	—		$	62		$	124

	Year Ended December 31, 2011
	Derivatives in Hedging Relationships
Location of gain/(loss)	Gain/(loss) reclassified from AOCI into income (1)			Other gain/(loss) recognized in income			Derivatives Not Designated as a Hedge		Total
Commodity Derivatives

Supply and Logistics segment revenues	$	(153	)	$	(8	)	$	99	$	(62	)

Facilities segment revenues	11			—			—		11

Purchases and related costs	6			—			—		6

Field operating costs	—			—			1		1

Interest Rate Derivatives

Interest expense	(1		)	2			—		1

Foreign Currency Derivatives

Supply and Logistics segment revenues	—			—			1		1

Other income/(expense), net	6			—			—		6

Total Gain/(Loss) on Derivatives Recognized in Net Income	$	(131	)	$	(6	)	$	101	$	(36	)

(1) During the year ended December 31, 2013, we reclassified a gain of approximately $3 million and losses of approximately $1 million from AOCI to Supply and Logistics segment revenues and Facilities segment revenues, respectively, as a result of anticipated hedged transactions that are probable of not occurring. During the year ended December 31, 2011 we reclassified a gain of approximately $1 million from AOCI to Facilities segment revenues and a gain of approximately $1 million from AOCI to other expense, net as a result of anticipated hedged transactions that are probable of not occurring. During the year ended December 31, 2012, all of our hedged transactions were deemed probable of occurring.

The following table summarizes the derivative assets and liabilities on our Consolidated Balance Sheet on a gross basis as of December 31, 2013 (in millions):

	Asset Derivatives			Liability Derivatives
	Balance Sheet			Balance Sheet
	Location	Fair Value		Location	Fair Value
Derivatives designated as hedging instruments:
Commodity derivatives	Other current assets	$	36	Other current assets	$	(24	)
	Other long-term assets	5
Interest rate derivatives	Other long-term assets	26
Total derivatives designated as hedging instruments		$	67		$	(24	)

Derivatives not designated as hedging instruments:
Commodity derivatives	Other current assets	$	60	Other current assets	$	(117	)
	Other long-term assets	5		Other long-term assets	(6		)
	Other current liabilities	1		Other current liabilities	(5		)
				Other long-term liabilities	(1		)
Foreign currency derivatives				Other current liabilities	(4		)
Total derivatives not designated as hedging instruments		$	66		$	(133	)

Total derivatives		$	133		$	(157	)

The following table summarizes the derivative assets and liabilities on our Consolidated Balance Sheet on a gross basis as of December 31, 2012 (in millions):

	Asset Derivatives			Liability Derivatives
	Balance Sheet			Balance Sheet
	Location	Fair Value		Location	Fair Value
Derivatives designated as hedging instruments:
Commodity derivatives	Other current assets	$	45	Other current assets	$	(23	)
	Other long-term assets	11		Other long-term assets	(1		)
Interest rate derivatives				Other long-term liabilities	(38		)

Total derivatives designated as hedging instruments		$	56		$	(62	)

Derivatives not designated as hedging instruments:
Commodity derivatives	Other current assets	$	128	Other current assets	$	(115	)
	Other long-term assets	1		Other long-term assets	(3		)
	Other current liabilities	4		Other current liabilities	(7		)
	Other long-term liabilities	2		Other long-term liabilities	(2		)

Total derivatives not designated as hedging instruments		$	135		$	(127	)

Total derivatives		$	191		$	(189	)

Our derivative transactions are governed through ISDA (International Swaps and Derivatives Association) master agreements and clearing brokerage agreements. These agreements include stipulations regarding the right of set off in the event that we or our counterparty default on our performance obligations. If a default were to occur, both parties have the right to net amounts payable and receivable into a single net settlement between parties.

Our accounting policy is to offset derivative assets and liabilities executed with the same counterparty when a master netting arrangement exists. Accordingly, we also offset derivative assets and liabilities with amounts associated with cash margin. Our exchange-traded derivatives are transacted through clearing brokerage accounts and are subject to margin requirements as established by the respective exchange. On a daily basis, our account equity (consisting of the sum of our cash balance and the fair value of our open derivatives) is compared to our initial margin requirement resulting in the payment or return of variation margin. As of December 31, 2013, we had a net broker receivable of approximately $161 million (consisting of initial margin of $85 million increased by $76 million of variation margin that had been posted by us). As of December 31, 2012, we had a net broker receivable of approximately $41 million (consisting of initial margin of $69 million reduced by $28 million of variation margin that had been returned to us).

The following tables present information about derivatives and financial assets and liabilities that are subject to offsetting, including enforceable master netting arrangements at December 31, 2013 and December 31, 2012 (in millions):

	December 31, 2013						December 31, 2012
	Derivative			Derivative			Derivative			Derivative
	Asset Positions			Liability Positions			Asset Positions			Liability Positions

Netting Adjustments:
Gross position - asset/(liability)	$	133		$	(157	)	$	191		$	(189	)
Netting adjustment	(148		)	148			(148		)	148
Cash collateral paid/(received)	161			—			41			—
Net position - asset/(liability)	$	146		$	(9	)	$	84		$	(41	)

Balance Sheet Location After Netting Adjustments:
Other current assets	$	116		$	—		$	76		$	—
Other long-term assets	30			—			8			—
Other current liabilities	—			(8		)	—			(3		)
Other long-term liabilities	—			(1		)	—			(38		)
	$	146		$	(9	)	$	84		$	(41	)

As of December 31, 2013, there was a net loss of approximately $77 million deferred in AOCI including tax effects. The deferred net loss recorded in AOCI is expected to be reclassified to future earnings contemporaneously with (i) the earnings recognition of the underlying hedged commodity transaction or (ii) interest expense accruals associated with underlying debt instruments. Of the total net loss deferred in AOCI at December 31, 2013, we expect to reclassify a net loss of approximately $10 million to earnings in the next twelve months. The remaining deferred loss of approximately $67 million is expected to be reclassified to earnings through 2045. A portion of these amounts are based on market prices as of December 31, 2013; thus, actual amounts to be reclassified will differ and could vary materially as a result of changes in market conditions.

The net deferred gain/(loss), including tax effects, recognized in AOCI for derivatives for the three years ended December 31, 2013 are as follows (in millions):

	Year Ended December 31,
	2013		2012			2011
Commodity derivatives, net	$	37	$	56		$	(18	)
Interest rate derivatives, net	72		(12		)	(136		)
Total	$	109	$	44		$	(154	)

At December 31, 2013 and December 31, 2012, none of our outstanding derivatives contained credit-risk related contingent features that would result in a material adverse impact to us upon any change in our credit ratings. Although we may be required to post margin on our cleared derivatives as described above, we do not require our non-cleared derivative counterparties to post collateral with us.

Recurring Fair Value Measurements

Derivative Financial Assets and Liabilities

The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2013 and December 31, 2012 (in millions):

	Fair Value as of December 31, 2013											Fair Value as of December 31, 2012
Recurring Fair Value Measures (1)	Level 1		Level 2			Level 3			Total			Level 1		Level 2			Level 3		Total
Commodity derivatives	$	16	$	(59	)	$	(3	)	$	(46	)	$	1	$	35		$	4	$	40
Interest rate derivatives	—		26			—			26			—		(38		)	—		(38		)
Foreign currency derivatives	—		(4		)	—			(4		)	—		—			—		—
Total net derivative asset/ (liability)	$	16	$	(37	)	$	(3	)	$	(24	)	$	1	$	(3	)	$	4	$	2

(1) Derivative assets and liabilities are presented above on a net basis but do not include related cash margin deposits.

Level 1

Level 1 of the fair value hierarchy includes exchange-traded commodity derivatives such as futures and options. The fair value of exchange-traded commodity derivatives is based on unadjusted quoted prices in active markets.

Level 2

Level 2 of the fair value hierarchy includes exchange-cleared commodity derivatives and over-the-counter commodity, interest rate and foreign currency derivatives that are traded in active markets. The fair value of these derivatives is based on broker price quotations which are corroborated with market observable inputs.

Level 3

Level 3 of the fair value hierarchy includes over-the-counter commodity derivatives that are traded in markets that are active but not sufficiently active to warrant level 2 classification in our judgment and certain physical commodity contracts. The fair value of our level 3 over-the-counter commodity derivatives is based on broker price quotations. The fair value of our level 3 physical commodity contracts is based on a valuation model utilizing broker-quoted forward commodity prices, and timing estimates, which involve management judgment. The significant unobservable inputs used in the fair value measurement of our level 3 derivatives are forward prices obtained from brokers. A significant increase (decrease) in these forward prices would result in a proportionately lower (higher) fair value measurement.

Rollforward of Level 3 Net Asset/ (Liability)

The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our derivatives classified as level 3 (in millions):

	Year Ended December 31,
	2013			2012
Beginning Balance	$	4		$	12
Total gains/(losses) for the period:
Included in earnings (1)	(1		)	(3		)
Included in other comprehensive income	—			3
Settlements	(3		)	(22		)
Derivatives entered into during the period	(3		)	23
Transfers out of level 3	—			(9		)
Ending Balance	$	(3	)	$	4

Change in unrealized gains/(losses) included in earnings relating to level 3 derivatives still held at the end of the periods	$	(4	)	$	24

(1) We reported unrealized gains and losses associated with level 3 commodity derivatives in our Consolidated Statements of Operations as Supply and Logistics segment revenues.

During the third quarter of 2012, we transferred commodity derivatives with an aggregate fair value of a $14 million gain from level 3 to level 2. These derivatives consist of over the counter derivatives that were previously valued using forward prices obtained from a broker and are now being valued using unadjusted quoted prices in active markets. Our policy is to recognize transfers between levels as of the beginning of the reporting period in which the transfer occurred.

During the second quarter of 2012, we transferred commodity derivatives with an aggregate fair value of a $5 million loss from level 3 to level 2. These derivatives consist of NGL derivatives that are cleared through the CME Clearport platform. This transfer resulted from additional analysis regarding the CME’s pricing methodology.

We believe that a proper analysis of our level 3 gains or losses must incorporate the understanding that these items are generally used to hedge our commodity price risk, interest rate risk and foreign currency exchange risk and will therefore be offset by gains or losses on the underlying transactions.