Note 12—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 involve certain commodity price-related risks that we manage in various ways, including through 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, 2014, net derivative positions related to these activities included:

An average of 269,400 barrels per day net long position (total of 8.4 million barrels) associated with our crude oil purchases, which was unwound ratably during January 2015 to match monthly average pricing.

A net short time spread position averaging approximately 20,500 barrels per day (total of 10.0 million barrels), which hedges a portion of our anticipated crude oil lease gathering purchases through June 2016.

An average of 33,600 barrels per day (total of 11.2 million barrels) of crude oil grade spread positions through December 2015. These derivatives allow us to lock in grade basis differentials.

A net short position of approximately 28.1 Bcf through April 2016 related to anticipated sales of natural gas inventory and base gas requirements.

A net short position of approximately 9.3 million barrels through March 2017 related to the anticipated sales of our crude oil, NGL and refined products inventory.

A long position of 32,400 barrels per day (total of 1.0 million barrels) through February 2015 related to anticipated crude oil linefill requirements.

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, 2014, our PLA hedges included a net short position for an average of approximately 1,300 barrels per day (total of 0.4 million barrels) through December 2015 and a long call position of approximately 0.8 million barrels through December 2016.

Natural Gas Processing/NGL Fractionation — We purchase natural gas for processing and operational needs. Additionally, we purchase NGL mix for fractionation and 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, 2014, we had a long natural gas position of approximately 26.1 Bcf through December 2016, a short propane position of approximately 4.1 million barrels through December 2016, a short butane position of approximately 1.2 million barrels through December 2016 and a short WTI position of approximately 0.4 million barrels through December 2016. In addition, we had a long power position of 0.4 million megawatt hours which hedges a portion of our power supply requirements at our natural gas processing and fractionation plants through December 2016.

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

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, 2014, AOCI includes deferred losses of $161 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 2018. The following table summarizes the terms of our forward starting interest rate swaps as of December 31, 2014 (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

Anticipated debt offering

8 forward starting swaps (30-year)

200

6/15/2016

3.06%

Cash flow hedge

Anticipated debt offering

8 forward starting swaps (30-year)

200

6/15/2017

3.14%

Cash flow hedge

Anticipated debt offering

8 forward starting swaps (30-year)

200

6/15/2018

3.20%

Cash flow hedge

Additionally, we entered into eight forward starting interest rate swaps in January 2015 with an aggregate notional amount of $200 million, locking in a weighted average interest rate of 2.83% for an anticipated debt offering. The expected termination date on these swaps is June 14, 2019.

The following table summarizes activity related to terminated interest rate derivatives (all of which were designated as cash flow hedges) for the years ended December 31, 2014, 2013 and 2012 (notional amounts and cash received/(paid) in millions):

Hedged Transaction	Number and Types of Derivatives Terminated	Notional Amount		Cash Received/(Paid)			Average Rate Locked
April 2014 senior note issuance	5 treasury lock agreements	$	250	$	(7	)	3.62%
August 2013 senior note issuance (1)	5 forward starting swaps (30-year)	$	125	$	11		3.39%
December 2012 senior note issuance	6 forward starting swaps (30-year)	$	250	$	(89	)	4.24%
March 2012 senior note issuance (2)	4 forward starting swaps (10-year)	$	200	$	(24	)	3.46%

(1)

A gain of approximately $3 million was immediately recognized in interest expense attributable to the ineffective portion of these swaps upon termination.

(2)

A loss of approximately $1 million was immediately recognized in interest expense attributable to the ineffective portion of these swaps upon termination.

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 risk of unfavorable changes in exchange rates. These instruments include foreign currency exchange contracts and forwards.

As of December 31, 2014, 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, 2014 (in millions):

		USD		CAD		Average Exchange Rate USD to CAD
Forward exchange contracts that exchange CAD for USD:
	2015	$	460	$	535	$1.00 - $1.16

Forward exchange contracts that exchange USD for CAD:
	2015	$	345	$	387	$1.00 - $1.12

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, 2014, 2013 and 2012 is as follows (in millions):

	Year Ended December 31, 2014
	Derivatives in Hedging Relationships
Location of gain/(loss)	Gain/(loss) reclassified from AOCI into income (1) (2)			Other gain/(loss) recognized in income		Derivatives Not Designated as a Hedge			Total
Commodity Derivatives

Supply and Logistics segment revenues	$	(1	)	$	—	$	206		$	205

Field operating costs	—			—		(21		)	(21		)

Interest Rate Derivatives

Interest expense	(5		)	—		—			(5		)

Foreign Currency Derivatives

Supply and Logistics segment revenues	—			—		(28		)	(28		)

Other income/(expense), net	2			—		—			2

Total Gain/(Loss) on Derivatives Recognized in Net Income	$	(4	)	$	—	$	157		$	153

	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

(1)

During the years ended December 31, 2014 and 2012, all of our hedged transactions were probable of occurring. During the year ended December 31, 2013, we reclassified gains of $3 million and losses of $1 million from AOCI to Supply and Logistics segment revenues and Facilities segment revenues, respectively, as a result of anticipated hedged transactions that were probable of not occurring.

(2)

During the year ended December 31, 2014 we reclassified gains of $7 million from AOCI to Supply and Logistics segment revenues associated with inventory valuation adjustments on the related hedged inventory.

The following table summarizes the derivative assets and liabilities on our Consolidated Balance Sheet on a gross basis as of December 31, 2014 (in millions):

	Asset Derivatives			Liability Derivatives
	Balance Sheet	Fair		Balance Sheet	Fair
	Location	Value		Location	Value
Derivatives designated as hedging instruments:
Commodity derivatives	Other current assets	$	23	Other current assets	$	(12	)
	Other long-term assets	8		Other long-term assets	(1		)
Interest rate derivatives				Other current liabilities	(44		)
				Other long-term liabilities	(26		)
Total derivatives designated as hedging instruments		$	31		$	(83	)

Derivatives not designated as hedging instruments:
Commodity derivatives	Other current assets	$	439	Other current assets	$	(246	)
	Other long-term assets	23		Other long-term assets	(3		)
				Other current liabilities	(35		)
				Other long-term liabilities	(5		)
Foreign currency derivatives				Other current liabilities	(12		)
Total derivatives not designated as hedging instruments		$	462		$	(301	)

Total derivatives		$	493		$	(384	)

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 Location	Fair Value		Balance Sheet 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	)

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, 2014, we had a net broker payable of $133 million (consisting of initial margin of $126 million reduced by $259 million of variation margin that had been returned to us). As of December 31, 2013, we had a net broker receivable of $161 million (consisting of initial margin of $85 million increased by $76 million of variation margin that had been posted by us).

The following tables present information about derivatives and financial assets and liabilities that are subject to offsetting, including enforceable master netting arrangements as of the dates indicated (in millions):

	December 31, 2014						December 31, 2013
	Derivative			Derivative			Derivative			Derivative
	Asset Positions			Liability Positions			Asset Positions			Liability Positions
Netting Adjustments:
Gross position - asset/(liability)	$	493		$	(384	)	$	133		$	(157	)
Netting adjustment	(262		)	262			(148		)	148
Cash collateral paid/(received)	(133		)	—			161			—
Net position - asset/(liability)	$	98		$	(122	)	$	146		$	(9	)

Balance Sheet Location After Netting Adjustments:
Other current assets	$	71		$	—		$	116		$	—
Other long-term assets	27			—			30			—
Other current liabilities	—			(91		)	—			(8		)
Other long-term liabilities	—			(31		)	—			(1		)
	$	98		$	(122	)	$	146		$	(9	)

As of December 31, 2014, there was a net loss of $159 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, 2014, we expect to reclassify a net gain of $14 million to earnings in the next twelve months. The remaining deferred loss of $173 million is expected to be reclassified to earnings through 2048. A portion of these amounts are based on market prices as of December 31, 2014; 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, 2014 are as follows (in millions):

	Year Ended December 31,
	2014			2013		2012
Commodity derivatives, net	$	15		$	37	$	56
Interest rate derivatives, net	(103		)	72		(12		)
Foreign currency derivatives, net	2			—		—
Total	$	(86	)	$	109	$	44

At December 31, 2014 and December 31, 2013, 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, 2014 and December 31, 2013 (in millions):

	Fair Value as of December 31, 2014											Fair Value as of December 31, 2013
Recurring Fair Value Measures (1)	Level 1			Level 2			Level 3		Total			Level 1		Level 2			Level 3			Total
Commodity derivatives	$	(85	)	$	261		$	15	$	191		$	16	$	(59	)	$	(3	)	$	(46	)
Interest rate derivatives	—			(70		)	—		(70		)	—		26			—			26
Foreign currency derivatives	—			(12		)	—		(12		)	—		(4		)	—			(4		)
Total net derivative asset/(liability)	$	(85	)	$	179		$	15	$	109		$	16	$	(37	)	$	(3	)	$	(24	)

(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. In addition, it includes certain physical commodity contracts. 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 certain physical commodity contracts. 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 or decrease in these forward prices could result in a material change in fair value to our Level 3 derivatives.

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,
	2014			2013
Beginning Balance	$	(3	)	$	4
Total gains/(losses) for the period:
Included in earnings (1)	—			(1		)
Included in other comprehensive income	—			—
Settlements	3			(3		)
Derivatives entered into during the period	15			(3		)
Transfers out of Level 3	—			—
Ending Balance	$	15		$	(3	)

Change in unrealized gains/(losses) included in earnings relating to Level 3 derivatives still held at the end of the periods	$	15		$	(4	)

(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.