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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Energy Transfer Equity, L.P. Energy Transfer Equity, L.P. Common Units Representing Limited Partnership Interests (delisted) | NYSE:ETE | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 16.82 | 0 | 01:00:00 |
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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30-0108820
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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/d
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per day
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AmeriGas
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AmeriGas Partners, L.P.
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AOCI
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accumulated other comprehensive income (loss)
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Bbls
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barrels
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Bcf
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billion cubic feet
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Btu
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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
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Convertible Units
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Series A Convertible Preferred Units in ETE
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EPA
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Environmental Protection Agency
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ETP GP
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Energy Transfer Partners GP, L.P., the general partner of ETP, for the periods presented herein
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ETP Preferred Units
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ETP’s Series A Convertible Preferred Units
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Exchange Act
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Securities Exchange Act of 1934
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FERC
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Federal Energy Regulatory Commission
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GAAP
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accounting principles generally accepted in the United States of America
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IDRs
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incentive distribution rights
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Lake Charles LNG
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Lake Charles LNG Company, LLC
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LIBOR
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London Interbank Offered Rate
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LNG
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liquefied natural gas
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Lone Star
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Lone Star NGL LLC
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MMBtu
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million British thermal units
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MTBE
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methyl tertiary butyl ether
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NGL
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natural gas liquid, such as propane, butane and natural gasoline
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NYMEX
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New York Mercantile Exchange
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OSHA
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Federal Occupational Safety and Health Act
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OTC
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over-the-counter
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Panhandle
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Panhandle Eastern Pipe Line Company, LP
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PCBs
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polychlorinated biphenyl
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PES
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Philadelphia Energy Solutions
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PennTex
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PennTex Midstream Partners, LP
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Regency
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Regency Energy Partners LP
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SEC
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Securities and Exchange Commission
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Southern Union
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Southern Union Company
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Sunoco GP
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Sunoco GP LLC, the general partner of Sunoco LP
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Sunoco Logistics
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Sunoco Logistics Partners L.P.
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Sunoco LP
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Sunoco LP (previously named Susser Petroleum Partners, LP)
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Transwestern
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Transwestern Pipeline Company, LLC
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Trunkline
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Trunkline Gas Company, LLC
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WMB
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The Williams Companies, Inc.
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March 31, 2017
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December 31, 2016
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||||
ASSETS
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Current assets:
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||||
Cash and cash equivalents
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$
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370
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$
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483
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Accounts receivable, net
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3,485
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3,557
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Accounts receivable from related companies
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72
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47
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Inventories
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2,065
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2,291
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Derivative assets
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9
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21
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Other current assets
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513
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586
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Total current assets
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6,514
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6,985
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Property, plant and equipment
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65,788
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63,721
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Accumulated depreciation and depletion
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(8,821
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)
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(8,283
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)
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56,967
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55,438
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Advances to and investments in unconsolidated affiliates
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3,103
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3,040
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Other non-current assets, net
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826
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818
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Intangible assets, net
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6,837
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5,992
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Goodwill
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6,750
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6,738
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Total assets
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$
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80,997
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$
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79,011
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March 31, 2017
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December 31, 2016
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||||
LIABILITIES AND EQUITY
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Current liabilities:
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Accounts payable
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$
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3,363
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$
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3,502
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Accounts payable to related companies
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33
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42
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Derivative liabilities
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126
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172
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Accrued and other current liabilities
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2,304
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2,367
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Current maturities of long-term debt
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392
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1,194
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Total current liabilities
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6,218
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7,277
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Long-term debt, less current maturities
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42,583
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42,608
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Long-term notes payable – related companies
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—
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250
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Non-current derivative liabilities
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72
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76
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Deferred income taxes
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5,130
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5,112
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Other non-current liabilities
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1,237
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1,123
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Commitments and contingencies
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||||
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Preferred units of subsidiary
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—
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33
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Redeemable noncontrolling interests
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15
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15
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Equity:
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General Partner
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(3
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)
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(3
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)
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Limited Partners:
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Common Unitholders
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(1,389
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)
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(1,871
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)
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Series A Convertible Preferred Units
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245
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180
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Total partners’ capital (deficit)
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(1,147
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)
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(1,694
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)
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Noncontrolling interest
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26,889
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24,211
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Total equity
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25,742
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22,517
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Total liabilities and equity
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$
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80,997
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$
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79,011
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Three Months Ended
March 31, |
||||||
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2017
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2016
|
||||
REVENUES
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||||
Natural gas sales
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$
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1,012
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$
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838
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NGL sales
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1,546
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940
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Crude sales
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2,347
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1,209
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Gathering, transportation and other fees
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1,065
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1,003
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Refined product sales
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4,155
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2,539
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Other
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1,122
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1,166
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Total revenues
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11,247
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7,695
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COSTS AND EXPENSES
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||||
Cost of products sold
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8,991
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5,623
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Operating expenses
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673
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641
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Depreciation, depletion and amortization
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661
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562
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Selling, general and administrative
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197
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168
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Total costs and expenses
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10,522
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6,994
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OPERATING INCOME
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725
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701
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OTHER INCOME (EXPENSE)
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||||
Interest expense, net
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(486
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)
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(427
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)
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Equity in earnings of unconsolidated affiliates
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87
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61
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Losses on extinguishments of debt
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(25
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)
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—
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Gains (losses) on interest rate derivatives
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5
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(70
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)
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Other, net
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19
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16
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INCOME BEFORE INCOME TAX EXPENSE (BENEFIT)
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325
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281
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Income tax expense (benefit)
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35
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(55
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)
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||
NET INCOME
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290
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|
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336
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||
Less: Net income attributable to noncontrolling interest
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51
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24
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||
NET INCOME ATTRIBUTABLE TO PARTNERS
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239
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312
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General Partner’s interest in net income
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1
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1
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||
Convertible Unitholders’ interest in income
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6
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|
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—
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Limited Partners’ interest in net income
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$
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232
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$
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311
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NET INCOME PER LIMITED PARTNER UNIT:
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||||
Basic
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$
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0.22
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$
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0.30
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Diluted
|
$
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0.21
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$
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0.30
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Three Months Ended
March 31, |
||||||
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2017
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|
2016
|
||||
Net income
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$
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290
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|
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$
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336
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Other comprehensive income (loss), net of tax:
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||||
Change in value of available-for-sale securities
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2
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2
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|
||
Actuarial loss relating to pension and other postretirement benefit plans
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(2
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)
|
|
(9
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)
|
||
Foreign currency translation adjustments
|
—
|
|
|
(1
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)
|
||
Change in other comprehensive income from unconsolidated affiliates
|
—
|
|
|
(6
|
)
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||
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—
|
|
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(14
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)
|
||
Comprehensive income
|
290
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|
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322
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|
||
Less: Comprehensive income attributable to noncontrolling interest
|
51
|
|
|
10
|
|
||
Comprehensive income attributable to partners
|
$
|
239
|
|
|
$
|
312
|
|
|
General Partner
|
|
Common Unitholders
|
|
Series A Convertible Preferred Units
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Non-controlling Interest
|
|
Total
|
||||||||||||
Balance, December 31, 2016
|
$
|
(3
|
)
|
|
$
|
(1,871
|
)
|
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$
|
180
|
|
|
$
|
—
|
|
|
$
|
24,211
|
|
|
$
|
22,517
|
|
Distributions to partners
|
(1
|
)
|
|
(250
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(251
|
)
|
||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
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|
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(752
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)
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(752
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)
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||||||
Distributions reinvested
|
—
|
|
|
(58
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)
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|
58
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|
|
—
|
|
|
—
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|
|
—
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|
||||||
Subsidiary units issued
|
—
|
|
|
(52
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)
|
|
—
|
|
|
—
|
|
|
351
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|
|
299
|
|
||||||
Issuance of common units
|
—
|
|
|
568
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|
|
—
|
|
|
—
|
|
|
—
|
|
|
568
|
|
||||||
Capital contributions received from noncontrolling interest
|
—
|
|
|
—
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|
|
—
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|
|
—
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|
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1,094
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|
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1,094
|
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||||||
Sale of Bakken Pipeline interest
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—
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42
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—
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—
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1,958
|
|
|
2,000
|
|
||||||
Other, net
|
—
|
|
|
|
|
|
1
|
|
|
—
|
|
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(24
|
)
|
|
(23
|
)
|
||||||
Net income
|
1
|
|
|
232
|
|
|
6
|
|
|
—
|
|
|
51
|
|
|
290
|
|
||||||
Balance, March 31, 2017
|
$
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(3
|
)
|
|
$
|
(1,389
|
)
|
|
$
|
245
|
|
|
$
|
—
|
|
|
$
|
26,889
|
|
|
$
|
25,742
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
290
|
|
|
$
|
336
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|
Reconciliation of net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
661
|
|
|
562
|
|
||
Deferred income taxes
|
34
|
|
|
(46
|
)
|
||
Amortization included in interest expense
|
5
|
|
|
(3
|
)
|
||
Unit-based compensation expense
|
27
|
|
|
1
|
|
||
(Gains) losses on disposal of assets
|
6
|
|
|
3
|
|
||
Losses on extinguishments of debt
|
25
|
|
|
—
|
|
||
Inventory valuation adjustments
|
12
|
|
|
13
|
|
||
Equity in earnings of unconsolidated affiliates
|
(87
|
)
|
|
(61
|
)
|
||
Distributions from unconsolidated affiliates
|
46
|
|
|
84
|
|
||
Distributions on unvested awards
|
(9
|
)
|
|
(7
|
)
|
||
Other non-cash
|
(60
|
)
|
|
13
|
|
||
Net change in operating assets and liabilities, net of effects of acquisition
|
(57
|
)
|
|
90
|
|
||
Net cash provided by operating activities
|
893
|
|
|
985
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Proceeds from Bakken Pipeline Transaction
|
2,000
|
|
|
—
|
|
||
Proceeds from (cash paid for) acquisitions, net of cash received
|
(330
|
)
|
|
(2
|
)
|
||
Capital expenditures, excluding allowance for equity funds used during construction
|
(1,450
|
)
|
|
(1,948
|
)
|
||
Contributions in aid of construction costs
|
6
|
|
|
10
|
|
||
Contributions to unconsolidated affiliates
|
(111
|
)
|
|
(31
|
)
|
||
Distributions from unconsolidated affiliates in excess of cumulative earnings
|
90
|
|
|
21
|
|
||
Proceeds from the sale of assets
|
1
|
|
|
10
|
|
||
Change in restricted cash
|
—
|
|
|
(1
|
)
|
||
Other
|
(3
|
)
|
|
(1
|
)
|
||
Net cash provided by (used in) investing activities
|
203
|
|
|
(1,942
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Proceeds from borrowings
|
9,000
|
|
|
5,750
|
|
||
Repayments of long-term debt
|
(9,809
|
)
|
|
(4,422
|
)
|
||
Cash paid on affiliate notes
|
(268
|
)
|
|
—
|
|
||
Subsidiary units issued for cash
|
299
|
|
|
664
|
|
||
Units issued for cash
|
568
|
|
|
—
|
|
||
Distributions to partners
|
(251
|
)
|
|
(299
|
)
|
||
Debt issuance costs
|
(53
|
)
|
|
(19
|
)
|
||
Distributions to noncontrolling interest
|
(752
|
)
|
|
(658
|
)
|
||
Redemption of Series A Preferred Units
|
(53
|
)
|
|
—
|
|
||
Capital contributions received from noncontrolling interest
|
106
|
|
|
132
|
|
||
Other, net
|
4
|
|
|
10
|
|
||
Net cash provided by financing activities
|
(1,209
|
)
|
|
1,158
|
|
||
Increase (decrease) in cash and cash equivalents
|
(113
|
)
|
|
201
|
|
||
Cash and cash equivalents, beginning of period
|
483
|
|
|
606
|
|
||
Cash and cash equivalents, end of period
|
$
|
370
|
|
|
$
|
807
|
|
1.
|
ORGANIZATION AND BASIS OF PRESENTATION
|
•
|
References to “ETP” refer to the entity named Energy Transfer Partners, L.P. prior to the close of the merger and Energy Transfer, LP subsequent to the close of the merger;
|
•
|
References to “Sunoco Logistics” refer to the entity named Sunoco Logistics Partners L.P. prior to the close of the merger; and
|
•
|
References to “Post-Merger ETP” refer to the consolidated entity named Energy Transfer Partners, L.P. subsequent to the close of the merger.
|
•
|
the Parent Company;
|
•
|
our controlled subsidiaries, ETP and Sunoco LP;
|
•
|
consolidated subsidiaries of our controlled subsidiaries and our wholly-owned subsidiaries that own general partner interests and IDR interests in ETP and Sunoco LP; and
|
•
|
our wholly-owned subsidiary, Lake Charles LNG.
|
•
|
Investment in ETP, including the consolidated operations of ETP;
|
•
|
Investment in Sunoco LP, including the consolidated operations of Sunoco LP;
|
•
|
Investment in Lake Charles LNG, including the operations of Lake Charles LNG; and
|
•
|
Corporate and Other, including the following:
|
•
|
activities of the Parent Company; and
|
•
|
the goodwill and property, plant and equipment fair value adjustments recorded as a result of the 2004 reverse acquisition of Heritage Propane Partners, L.P.
|
2.
|
ACQUISITIONS AND DIVESTURES
|
3.
|
CASH AND CASH EQUIVALENTS
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
833
|
|
|
$
|
829
|
|
Losses from subsidiary common unit issuances, net
|
(52
|
)
|
|
(12
|
)
|
||
NON-CASH FINANCING ACTIVITIES:
|
|
|
|
||||
Contribution of property, plant and equipment from noncontrolling interest
|
$
|
988
|
|
|
$
|
—
|
|
4.
|
INVENTORIES
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Natural gas and NGLs
|
$
|
474
|
|
|
$
|
699
|
|
Crude oil
|
784
|
|
|
683
|
|
||
Refined products
|
455
|
|
|
540
|
|
||
Other
|
352
|
|
|
369
|
|
||
Total inventories
|
$
|
2,065
|
|
|
$
|
2,291
|
|
5.
|
FAIR VALUE MEASURES
|
|
|
|
Fair Value Measurements at
March 31, 2017 |
||||||||||||
|
Fair Value Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives:
|
|
|
|
|
|
|
|
||||||||
Natural Gas:
|
|
|
|
|
|
|
|
||||||||
Basis Swaps IFERC/NYMEX
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||||
Fixed Swaps/Futures
|
30
|
|
|
30
|
|
|
—
|
|
|
—
|
|
||||
Forward Physical Swaps
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Power:
|
|
|
|
|
|
|
|
||||||||
Forwards
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Options — Calls
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Natural Gas Liquids – Forwards/Swaps
|
91
|
|
|
91
|
|
|
—
|
|
|
—
|
|
||||
Refined Products — Futures
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Crude – Futures
|
12
|
|
|
12
|
|
|
—
|
|
|
—
|
|
||||
Total commodity derivatives
|
154
|
|
|
143
|
|
|
11
|
|
|
—
|
|
||||
Total assets
|
$
|
154
|
|
|
$
|
143
|
|
|
$
|
11
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives
|
$
|
(188
|
)
|
|
$
|
—
|
|
|
$
|
(188
|
)
|
|
$
|
—
|
|
Commodity derivatives:
|
|
|
|
|
|
|
|
||||||||
Natural Gas:
|
|
|
|
|
|
|
|
||||||||
Basis Swaps IFERC/NYMEX
|
(10
|
)
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
||||
Swing Swaps IFERC
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Fixed Swaps/Futures
|
(42
|
)
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
||||
Power:
|
|
|
|
|
|
|
|
||||||||
Forwards
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
||||
Natural Gas Liquids – Forwards/Swaps
|
(88
|
)
|
|
(88
|
)
|
|
—
|
|
|
—
|
|
||||
Refined Products — Futures
|
(5
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||
Crude — Futures
|
(9
|
)
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
||||
Total commodity derivatives
|
(163
|
)
|
|
(154
|
)
|
|
(9
|
)
|
|
—
|
|
||||
Total liabilities
|
$
|
(351
|
)
|
|
$
|
(154
|
)
|
|
$
|
(197
|
)
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements at
December 31, 2016 |
||||||||||||
|
Fair Value Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Natural Gas:
|
|
|
|
|
|
|
|
||||||||
Basis Swaps IFERC/NYMEX
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
||||
Swing Swaps IFERC
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Fixed Swaps/Futures
|
96
|
|
|
96
|
|
|
—
|
|
|
—
|
|
||||
Forward Physical Contracts
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Power:
|
|
|
|
|
|
|
|
||||||||
Forwards
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Futures
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Options — Calls
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Natural Gas Liquids — Forwards/Swaps
|
233
|
|
|
233
|
|
|
—
|
|
|
—
|
|
||||
Refined Products — Futures
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Crude - Futures
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||
Total commodity derivatives
|
363
|
|
|
356
|
|
|
7
|
|
|
—
|
|
||||
Total assets
|
$
|
363
|
|
|
$
|
356
|
|
|
$
|
7
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives
|
$
|
(193
|
)
|
|
$
|
—
|
|
|
$
|
(193
|
)
|
|
$
|
—
|
|
Embedded derivatives in the ETP Preferred Units
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Commodity derivatives:
|
|
|
|
|
|
|
|
||||||||
Natural Gas:
|
|
|
|
|
|
|
|
||||||||
Basis Swaps IFERC/NYMEX
|
(11
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
||||
Swing Swaps IFERC
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||
Fixed Swaps/Futures
|
(149
|
)
|
|
(149
|
)
|
|
—
|
|
|
—
|
|
||||
Power:
|
|
|
|
|
|
|
|
||||||||
Forwards
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
||||
Futures
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Natural Gas Liquids — Forwards/Swaps
|
(273
|
)
|
|
(273
|
)
|
|
—
|
|
|
—
|
|
||||
Refined Products — Futures
|
(23
|
)
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
||||
Crude - Futures
|
(13
|
)
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
||||
Total commodity derivatives
|
(478
|
)
|
|
(470
|
)
|
|
(8
|
)
|
|
—
|
|
||||
Total liabilities
|
$
|
(672
|
)
|
|
$
|
(470
|
)
|
|
$
|
(201
|
)
|
|
$
|
(1
|
)
|
6.
|
NET INCOME PER LIMITED PARTNER UNIT
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Net Income
|
$
|
290
|
|
|
$
|
336
|
|
Less: Income attributable to noncontrolling interest
|
51
|
|
|
24
|
|
||
Net Income, net of noncontrolling interest
|
239
|
|
|
312
|
|
||
Less: General Partner’s interest in income
|
1
|
|
|
1
|
|
||
Less: Convertible Unitholders’ interest in income
|
6
|
|
|
—
|
|
||
Income available to Limited Partners
|
$
|
232
|
|
|
$
|
311
|
|
Basic Income per Limited Partner Unit:
|
|
|
|
||||
Weighted average limited partner units
|
1,075.2
|
|
|
1,044.8
|
|
||
Basic income per Limited Partner unit
|
$
|
0.22
|
|
|
$
|
0.30
|
|
Diluted Income per Limited Partner Unit:
|
|
|
|
||||
Income available to Limited Partners
|
$
|
232
|
|
|
$
|
311
|
|
Dilutive effect of equity-based compensation of subsidiaries and distributions to Convertible Unitholders
|
6
|
|
|
—
|
|
||
Diluted income available to Limited Partners
|
$
|
238
|
|
|
$
|
311
|
|
Weighted average limited partner units
|
1,075.2
|
|
|
1,044.8
|
|
||
Dilutive effect of unconverted unit awards and Convertible Units
|
63.8
|
|
|
—
|
|
||
Diluted weighted average limited partner units
|
1,139.0
|
|
|
1,044.8
|
|
||
Diluted income per Limited Partner unit
|
$
|
0.21
|
|
|
$
|
0.30
|
|
7.
|
DEBT OBLIGATIONS
|
|
Number of Convertible Units
|
|
Number of Common Units
|
||
Outstanding at December 31, 2016
|
329.3
|
|
|
1,046.9
|
|
Issuance of common units
|
—
|
|
|
32.2
|
|
Outstanding at March 31, 2017
|
329.3
|
|
|
1,079.1
|
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
December 31, 2016 (1)
|
|
February 7, 2017
|
|
February 21, 2017
|
|
$
|
0.2850
|
|
March 31, 2017 (1)
|
|
May 10, 2017
|
|
May 19, 2017
|
|
0.2850
|
|
(1)
|
Certain common unitholders elected to participate in a plan pursuant to which those unitholders elected to forego their cash distributions on all or a portion of their common units for a period of up to nine quarters commencing with the distribution for the quarter ended March 31, 2016 and, in lieu of receiving cash distributions on these common units for each such quarter, each said unitholder received Convertible Units (on a one-for-one basis for each common unit as to which the participating unitholder elected be subject to this plan) that entitled them to receive a cash distribution of up to
$0.11
per Convertible Unit.
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
December 31, 2016
|
|
February 7, 2017
|
|
February 21, 2017
|
|
$
|
0.1100
|
|
March 31, 2017
|
|
May 10, 2017
|
|
May 19, 2017
|
|
0.1100
|
|
|
|
Total Year
|
||
2017 (remainder)
|
|
$
|
499
|
|
2018
|
|
153
|
|
|
2019
|
|
128
|
|
|
Each year beyond 2019
|
|
33
|
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
December 31, 2016
|
|
February 7, 2017
|
|
February 14, 2017
|
|
$
|
0.2950
|
|
March 31, 2017
|
|
May 5, 2017
|
|
May 12, 2017
|
|
0.2950
|
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
December 31, 2016
|
|
February 13, 2017
|
|
February 21, 2017
|
|
$
|
0.8255
|
|
March 31, 2017
|
|
May 9, 2017
|
|
May 16, 2017
|
|
0.8255
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Available-for-sale securities
|
$
|
4
|
|
|
$
|
2
|
|
Foreign currency translation adjustment
|
(5
|
)
|
|
(5
|
)
|
||
Actuarial loss related to pensions and other postretirement benefits
|
5
|
|
|
7
|
|
||
Investments in unconsolidated affiliates, net
|
4
|
|
|
4
|
|
||
Subtotal
|
8
|
|
|
8
|
|
||
Amounts attributable to noncontrolling interest
|
(8
|
)
|
|
(8
|
)
|
||
Total AOCI, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
10.
|
REGULATORY MATTERS, COMMITMENTS, CONTINGENCIES AND ENVIRONMENTAL LIABILITIES
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Rental expense
(1)
|
$
|
54
|
|
|
$
|
51
|
|
Less: Sublease rental income
|
(6
|
)
|
|
(7
|
)
|
||
Rental expense, net
|
$
|
48
|
|
|
$
|
44
|
|
(1)
|
Includes contingent rentals totaling
$5 million
and
$16 million
for the
three months ended March 31,
2017
and
2016
, respectively.
|
•
|
Certain of our interstate pipelines conduct soil and groundwater remediation related to contamination from past uses of PCBs. PCB assessments are ongoing and, in some cases, our subsidiaries could potentially be held responsible for contamination caused by other parties.
|
•
|
Certain gathering and processing systems are responsible for soil and groundwater remediation related to releases of hydrocarbons.
|
•
|
Currently operating Sunoco, Inc. retail sites.
|
•
|
Legacy sites related to Sunoco, Inc. that are subject to environmental assessments, including formerly owned terminals and other logistics assets, retail sites that Sunoco, Inc. no longer operates, closed and/or sold refineries and other formerly owned sites.
|
•
|
Sunoco, Inc. is potentially subject to joint and several liability for the costs of remediation at sites at which it ha
s been identified as a “potentially responsible party” (“PRP”). As of
March 31, 2017
,
Sunoco, Inc. had been named as a PRP a
t approximately
50
identified or potentially identifiable “Superfund” sites under federal and/or comparable state law. Sunoco, Inc. is usually one of a number of companies identified as a PRP at a site. Sunoco, Inc. has reviewed the nature and extent of its involvement at each site and other relevant circumstances and, based upon Sunoco, Inc.’s purported nexus to the sites, believes that its potential liability associated with such sites will not be significant.
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Current
|
$
|
32
|
|
|
$
|
31
|
|
Non-current
|
321
|
|
|
318
|
|
||
Total environmental liabilities
|
$
|
353
|
|
|
$
|
349
|
|
11.
|
DERIVATIVE ASSETS AND LIABILITIES
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||
|
Notional Volume
|
|
Maturity
|
|
Notional Volume
|
|
Maturity
|
||
Mark-to-Market Derivatives
|
|
|
|
|
|
|
|
||
(Trading)
|
|
|
|
|
|
|
|
||
Natural Gas (MMBtu):
|
|
|
|
|
|
|
|
||
Fixed Swaps/Futures
|
80,000
|
|
|
2017
|
|
(682,500
|
)
|
|
2017
|
Basis Swaps IFERC/NYMEX
(1)
|
8,372,500
|
|
|
2017
|
|
2,242,500
|
|
|
2017
|
Power (Megawatt):
|
|
|
|
|
|
|
|
||
Forwards
|
225,480
|
|
|
2017-2018
|
|
391,880
|
|
|
2017-2018
|
Futures
|
(58,000
|
)
|
|
2017-2018
|
|
109,564
|
|
|
2017-2018
|
Options — Puts
|
67,200
|
|
|
2017
|
|
(50,400
|
)
|
|
2017
|
Options — Calls
|
447,200
|
|
|
2017
|
|
186,400
|
|
|
2017
|
Crude (Bbls):
|
|
|
|
|
|
|
|
||
Futures
|
(1,418,000
|
)
|
|
2017
|
|
(617,000
|
)
|
|
2017
|
(Non-Trading)
|
|
|
|
|
|
|
|
||
Natural Gas (MMBtu):
|
|
|
|
|
|
|
|
||
Basis Swaps IFERC/NYMEX
|
(5,247,500
|
)
|
|
2017-2018
|
|
10,750,000
|
|
|
2017-2018
|
Swing Swaps IFERC
|
(12,185,000
|
)
|
|
2017
|
|
(5,662,500
|
)
|
|
2017
|
Fixed Swaps/Futures
|
(51,102,500
|
)
|
|
2017-2019
|
|
(52,652,500
|
)
|
|
2017-2019
|
Forward Physical Contracts
|
16,763,209
|
|
|
2017
|
|
(22,492,489
|
)
|
|
2017
|
Natural Gas Liquid and Crude (Bbls) — Forwards/Swaps
|
(1,827,400
|
)
|
|
2017
|
|
(5,786,627
|
)
|
|
2017
|
Refined Products (Bbls) — Futures
|
(1,492,000
|
)
|
|
2017
|
|
(3,144,000
|
)
|
|
2017
|
Corn (Bushels) — Futures
|
(730,000
|
)
|
|
2017
|
|
1,580,000
|
|
|
2017
|
Fair Value Hedging Derivatives
|
|
|
|
|
|
|
|
||
(Non-Trading)
|
|
|
|
|
|
|
|
||
Natural Gas (MMBtu):
|
|
|
|
|
|
|
|
||
Basis Swaps IFERC/NYMEX
|
(13,877,500
|
)
|
|
2017
|
|
(36,370,000
|
)
|
|
2017
|
Fixed Swaps/Futures
|
(13,877,500
|
)
|
|
2017
|
|
(36,370,000
|
)
|
|
2017
|
Hedged Item — Inventory
|
13,877,500
|
|
|
2017
|
|
36,370,000
|
|
|
2017
|
(1)
|
Includes aggregate amounts for open positions related to Houston Ship Channel, Waha Hub, NGPL TexOk, West Louisiana Zone and Henry Hub locations.
|
|
|
|
|
Notional Amount Outstanding
|
||||||
Term
|
|
Type
(1)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
July 2017
(2)
|
|
Forward-starting to pay a fixed rate of 3.90% and receive a floating rate
|
|
$
|
500
|
|
|
$
|
500
|
|
July 2018
(2)
|
|
Forward-starting to pay a fixed rate of 4.00% and receive a floating rate
|
|
200
|
|
|
200
|
|
||
July 2019
(2)
|
|
Forward-starting to pay a fixed rate of 3.25% and receive a floating rate
|
|
200
|
|
|
200
|
|
||
December 2018
|
|
Pay a floating rate based on a 3-month LIBOR and receive a fixed rate of 1.53%
|
|
1,200
|
|
|
1,200
|
|
||
March 2019
|
|
Pay a floating rate based on a 3-month LIBOR and receive a fixed rate of 1.42%
|
|
300
|
|
|
300
|
|
(1)
|
Floating rates are based on 3-month LIBOR.
|
(2)
|
Represents the effective date. These forward-starting swaps have a term of 30 years with a mandatory termination date the same as the effective date.
|
|
Fair Value of Derivative Instruments
|
||||||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
|
March 31, 2017
|
|
December 31, 2016
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives (margin deposits)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(4
|
)
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives (margin deposits)
|
$
|
139
|
|
|
$
|
338
|
|
|
$
|
(145
|
)
|
|
$
|
(416
|
)
|
Commodity derivatives
|
15
|
|
|
25
|
|
|
(16
|
)
|
|
(58
|
)
|
||||
Interest rate derivatives
|
—
|
|
|
—
|
|
|
(188
|
)
|
|
(193
|
)
|
||||
Embedded derivatives in the ETP Preferred Units
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
|
154
|
|
|
363
|
|
|
(349
|
)
|
|
(668
|
)
|
||||
Total derivatives
|
$
|
154
|
|
|
$
|
363
|
|
|
$
|
(351
|
)
|
|
$
|
(672
|
)
|
|
Location of Gain/(Loss)
Recognized in Income
on Derivatives
|
|
Amount of Gain/(Loss) Recognized in Income Representing Hedge Ineffectiveness and Amount Excluded from the Assessment of Effectiveness
|
||||||
|
|
Three Months Ended
March 31, |
|||||||
|
|
|
2017
|
|
2016
|
||||
Derivatives in fair value hedging relationships (including hedged item):
|
|
|
|
||||||
Commodity derivatives
|
Cost of products sold
|
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
Total
|
|
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
|
Location of Gain/(Loss)
Recognized in Income
on Derivatives
|
|
Amount of Gain/(Loss) Recognized in Income on Derivatives
|
||||||
|
|
Three Months Ended
March 31, |
|||||||
|
|
|
2017
|
|
2016
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|||||
Commodity derivatives —Trading
|
Cost of products sold
|
|
$
|
11
|
|
|
$
|
(9
|
)
|
Commodity derivatives —Non-trading
|
Cost of products sold
|
|
2
|
|
|
8
|
|
||
Interest rate derivatives
|
Gains (losses) on interest rate derivatives
|
|
5
|
|
|
(70
|
)
|
||
Embedded derivatives
|
Other, net
|
|
1
|
|
|
—
|
|
||
Total
|
|
|
$
|
19
|
|
|
$
|
(71
|
)
|
12.
|
RELATED PARTY TRANSACTIONS
|
•
|
Investment in ETP, including the consolidated operations of ETP;
|
•
|
Investment in Sunoco LP, including the consolidated operations of Sunoco LP;
|
•
|
Investment in Lake Charles LNG, including the operations of Lake Charles LNG; and
|
•
|
Corporate and Other, including the following:
|
•
|
activities of the Parent Company; and
|
•
|
the goodwill and property, plant and equipment fair value adjustments recorded as a result of the 2004 reverse acquisition of Heritage Propane Partners, L.P.
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Segment Adjusted EBITDA:
|
|
|
|
||||
Investment in ETP
|
$
|
1,414
|
|
|
$
|
1,412
|
|
Investment in Sunoco LP
|
155
|
|
|
159
|
|
||
Investment in Lake Charles LNG
|
44
|
|
|
44
|
|
||
Corporate and Other
|
(13
|
)
|
|
(37
|
)
|
||
Adjustments and Eliminations
|
(54
|
)
|
|
(57
|
)
|
||
Total
|
1,546
|
|
|
1,521
|
|
||
Depreciation, depletion and amortization
|
(661
|
)
|
|
(562
|
)
|
||
Interest expense, net
|
(486
|
)
|
|
(427
|
)
|
||
Unrealized gains (losses) on interest rate derivatives
|
5
|
|
|
(70
|
)
|
||
Non-cash unit-based compensation expense
|
(27
|
)
|
|
(1
|
)
|
||
Unrealized gains (losses) on commodity risk management activities
|
69
|
|
|
(60
|
)
|
||
Losses on extinguishments of debt
|
(25
|
)
|
|
—
|
|
||
Inventory valuation adjustments
|
(12
|
)
|
|
(13
|
)
|
||
Equity in earnings of unconsolidated affiliates
|
87
|
|
|
61
|
|
||
Adjusted EBITDA related to unconsolidated affiliates
|
(185
|
)
|
|
(162
|
)
|
||
Other, net
|
14
|
|
|
(6
|
)
|
||
Income before income tax expense (benefit)
|
$
|
325
|
|
|
$
|
281
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Assets:
|
|
|
|
||||
Investment in ETP
|
$
|
72,437
|
|
|
$
|
70,191
|
|
Investment in Sunoco LP
|
8,454
|
|
|
8,701
|
|
||
Investment in Lake Charles LNG
|
1,540
|
|
|
1,508
|
|
||
Corporate and Other
|
660
|
|
|
711
|
|
||
Adjustments and Eliminations
|
(2,094
|
)
|
|
(2,100
|
)
|
||
Total assets
|
$
|
80,997
|
|
|
$
|
79,011
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Revenues:
|
|
|
|
||||
Investment in ETP:
|
|
|
|
||||
Revenues from external customers
|
$
|
6,807
|
|
|
$
|
4,434
|
|
Intersegment revenues
|
88
|
|
|
47
|
|
||
|
6,895
|
|
|
4,481
|
|
||
Investment in Sunoco LP:
|
|
|
|
||||
Revenues from external customers
|
4,391
|
|
|
3,212
|
|
||
Intersegment revenues
|
3
|
|
|
3
|
|
||
|
4,394
|
|
|
3,215
|
|
||
Investment in Lake Charles LNG:
|
|
|
|
||||
Revenues from external customers
|
49
|
|
|
49
|
|
||
|
|
|
|
||||
Adjustments and Eliminations
|
(91
|
)
|
|
(50
|
)
|
||
Total revenues
|
$
|
11,247
|
|
|
$
|
7,695
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Intrastate Transportation and Storage
|
$
|
768
|
|
|
$
|
446
|
|
Interstate Transportation and Storage
|
231
|
|
|
254
|
|
||
Midstream
|
565
|
|
|
527
|
|
||
Liquids Transportation and Services
|
1,508
|
|
|
829
|
|
||
Investment in Sunoco Logistics
|
3,185
|
|
|
1,729
|
|
||
All Other
|
638
|
|
|
696
|
|
||
Total revenues
|
6,895
|
|
|
4,481
|
|
||
Less: Intersegment revenues
|
88
|
|
|
47
|
|
||
Revenues from external customers
|
$
|
6,807
|
|
|
$
|
4,434
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Retail operations
|
$
|
2,098
|
|
|
$
|
1,675
|
|
Wholesale operations
|
2,296
|
|
|
1,540
|
|
||
Total revenues
|
4,394
|
|
|
3,215
|
|
||
Less: Intersegment revenues
|
3
|
|
|
3
|
|
||
Revenues from external customers
|
$
|
4,391
|
|
|
$
|
3,212
|
|
14.
|
SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3
|
|
|
$
|
2
|
|
Accounts receivable, net
|
2
|
|
|
—
|
|
||
Accounts receivable from related companies
|
57
|
|
|
55
|
|
||
Total current assets
|
62
|
|
|
57
|
|
||
Property, plant and equipment, net
|
35
|
|
|
36
|
|
||
Advances to and investments in unconsolidated affiliates
|
5,940
|
|
|
5,088
|
|
||
Intangible assets, net
|
—
|
|
|
1
|
|
||
Goodwill
|
9
|
|
|
9
|
|
||
Other non-current assets, net
|
19
|
|
|
10
|
|
||
Total assets
|
$
|
6,065
|
|
|
$
|
5,201
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
—
|
|
|
$
|
1
|
|
Accounts payable to related companies
|
3
|
|
|
22
|
|
||
Interest payable
|
80
|
|
|
66
|
|
||
Accrued and other current liabilities
|
3
|
|
|
3
|
|
||
Total current liabilities
|
86
|
|
|
92
|
|
||
Long-term debt, less current maturities
|
6,639
|
|
|
6,358
|
|
||
Long-term notes payable – related companies
|
485
|
|
|
443
|
|
||
Other non-current liabilities
|
2
|
|
|
2
|
|
||
Commitments and contingencies
|
|
|
|
||||
Partners’ capital:
|
|
|
|
||||
General Partner
|
(3
|
)
|
|
(3
|
)
|
||
Limited Partners:
|
|
|
|
||||
Common Unitholders
|
(1,389
|
)
|
|
(1,871
|
)
|
||
Series A Convertible Preferred Units
|
245
|
|
|
180
|
|
||
Total partners’ capital (deficit)
|
(1,147
|
)
|
|
(1,694
|
)
|
||
Total liabilities and equity
|
$
|
6,065
|
|
|
$
|
5,201
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
(1)
|
$
|
(13
|
)
|
|
$
|
(37
|
)
|
OTHER INCOME (EXPENSE):
|
|
|
|
||||
Interest expense, net
|
(83
|
)
|
|
(81
|
)
|
||
Equity in earnings of unconsolidated affiliates
|
361
|
|
|
430
|
|
||
Losses on extinguishments of debt
|
(25
|
)
|
|
—
|
|
||
Other, net
|
(1
|
)
|
|
—
|
|
||
NET INCOME
|
239
|
|
|
312
|
|
||
General Partner’s interest in net income
|
1
|
|
|
1
|
|
||
Convertible Unitholders’ interest in income
|
6
|
|
|
—
|
|
||
Limited Partners’ interest in net income
|
$
|
232
|
|
|
$
|
311
|
|
(1)
|
Includes management fees paid by ETE to ETP, which management fees will no longer be paid subsequent to March 31, 2017.
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
|
$
|
251
|
|
|
$
|
223
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Contributions to unconsolidated affiliate
|
(860
|
)
|
|
(65
|
)
|
||
Capital expenditures
|
—
|
|
|
(7
|
)
|
||
Net cash used in investing activities
|
(860
|
)
|
|
(72
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds from borrowings
|
2,017
|
|
|
105
|
|
||
Principal payments on debt
|
(1,733
|
)
|
|
—
|
|
||
Proceeds from affiliate
|
43
|
|
|
50
|
|
||
Distributions to partners
|
(251
|
)
|
|
(299
|
)
|
||
Units issued for cash
|
568
|
|
|
—
|
|
||
Debt issuance costs
|
(34
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
610
|
|
|
(144
|
)
|
||
INCREASE IN CASH AND CASH EQUIVALENTS
|
1
|
|
|
7
|
|
||
CASH AND CASH EQUIVALENTS, beginning of period
|
2
|
|
|
1
|
|
||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
3
|
|
|
$
|
8
|
|
•
|
Investment in ETP, including the consolidated operations of ETP;
|
•
|
Investment in Sunoco LP, including the consolidated operations of Sunoco LP;
|
•
|
Investment in Lake Charles LNG, including the operations of Lake Charles LNG; and
|
•
|
Corporate and Other, including the following:
|
•
|
activities of the Parent Company; and
|
•
|
the goodwill and property, plant and equipment fair value adjustments recorded as a result of the 2004 reverse acquisition of Heritage Propane Partners, L.P.
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
Segment Adjusted EBITDA:
|
|
|
|
|
|
||||||
Investment in ETP
|
$
|
1,414
|
|
|
$
|
1,412
|
|
|
$
|
2
|
|
Investment in Sunoco LP
|
155
|
|
|
159
|
|
|
(4
|
)
|
|||
Investment in Lake Charles LNG
|
44
|
|
|
44
|
|
|
—
|
|
|||
Corporate and Other
|
(13
|
)
|
|
(37
|
)
|
|
24
|
|
|||
Adjustments and Eliminations
|
(54
|
)
|
|
(57
|
)
|
|
3
|
|
|||
Total
|
1,546
|
|
|
1,521
|
|
|
25
|
|
|||
Depreciation, depletion and amortization
|
(661
|
)
|
|
(562
|
)
|
|
(99
|
)
|
|||
Interest expense, net
|
(486
|
)
|
|
(427
|
)
|
|
(59
|
)
|
|||
Gains (losses) on interest rate derivatives
|
5
|
|
|
(70
|
)
|
|
75
|
|
|||
Non-cash unit-based compensation expense
|
(27
|
)
|
|
(1
|
)
|
|
(26
|
)
|
|||
Unrealized gains (losses) on commodity risk management activities
|
69
|
|
|
(60
|
)
|
|
129
|
|
|||
Losses on extinguishments of debt
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
|||
Inventory valuation adjustments
|
(12
|
)
|
|
(13
|
)
|
|
1
|
|
|||
Equity in earnings of unconsolidated affiliates
|
87
|
|
|
61
|
|
|
26
|
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
(185
|
)
|
|
(162
|
)
|
|
(23
|
)
|
|||
Other, net
|
14
|
|
|
(6
|
)
|
|
20
|
|
|||
Income before income tax expense (benefit)
|
325
|
|
|
281
|
|
|
44
|
|
|||
Income tax expense (benefit)
|
35
|
|
|
(55
|
)
|
|
90
|
|
|||
Net income
|
$
|
290
|
|
|
$
|
336
|
|
|
$
|
(46
|
)
|
•
|
an increase of $36 million of expense recognized by Sunoco LP primarily attributable to the borrowings under Sunoco LP’s term loan agreement entered into on March 31, 2016, the issuance of our $800 million 6.250% senior notes on April 7, 2016, as well as the increase in borrowings under Sunoco LP’s revolving credit facility; and
|
•
|
an increase of
$20 million
of expense recognized by ETP primarily due to recent debt issuances by ETP and its consolidated subsidiaries.
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
Revenues
|
$
|
6,895
|
|
|
$
|
4,481
|
|
|
$
|
2,414
|
|
Cost of products sold
|
5,192
|
|
|
2,968
|
|
|
2,224
|
|
|||
Gross margin
|
1,703
|
|
|
1,513
|
|
|
190
|
|
|||
Unrealized (gains) losses on commodity risk management activities
|
(64
|
)
|
|
63
|
|
|
(127
|
)
|
|||
Operating expenses, excluding non-cash compensation expense
|
(372
|
)
|
|
(348
|
)
|
|
(24
|
)
|
|||
Selling, general and administrative, excluding non-cash compensation expense
|
(100
|
)
|
|
(85
|
)
|
|
(15
|
)
|
|||
Inventory valuation adjustments
|
(2
|
)
|
|
26
|
|
|
(28
|
)
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
239
|
|
|
219
|
|
|
20
|
|
|||
Other
|
10
|
|
|
24
|
|
|
(14
|
)
|
|||
Segment Adjusted EBITDA
|
$
|
1,414
|
|
|
$
|
1,412
|
|
|
$
|
2
|
|
•
|
a decrease of
$27 million
in ETP’s interstate transportation and storage operations, primarily attributable to decreases in revenues on the Tiger pipeline and the Panhandle and Trunkline pipelines due to contract restructuring and lack of customer demand, respectively, and a decrease in Adjusted EBITDA related to unconsolidated affiliates primarily due to lower margins on the Midcontinent Express pipeline due to a customer bankruptcy;
|
•
|
a decrease of
$71 million
from Sunoco Logistics due to the impact of LIFO inventory accounting on Sunoco Logistics’ contango inventory positions resulting in approximately
$60 million
of positive earnings during the first quarter 2016, compared to approximately
$50 million
of negative earnings during the first quarter 2017. The unfavorable LIFO timing is expected to be reversed in future periods as commodity prices fall or the inventory positions are liquidated. Excluding these inventory timing impacts, Adjusted EBITDA for the crude oil segment increased
$33 million
compared to the prior year period. This increase related to improved results from Sunoco Logistics’ crude oil pipelines and terminalling activities of
$56 million
which was largely attributable to expansion capital projects which commenced operations in 2016, the acquisition of Vitol Inc.'s crude oil assets in the fourth quarter 2016, and the formation of Permian Express Partners LLC
|
•
|
a decrease of
$10 million
in ETP’s intrastate transportation and storage operations due to a decrease in transportation fees due to renegotiated contracts resulting in lower demand volumes beginning in the second quarter of 2016 on ETP’s ET Fuel pipeline offset by an increase in natural gas sales and other primarily due to higher realized gains from the buying and selling of gas along our system; offset by
|
•
|
an increase of
$32 million
in ETP’s liquids transportation and services operations, primarily attributable to higher volumes transported out of all major producing regions, including the Permian, North Texas, Louisiana and the Eagle Ford, but declined slightly in Southeast Texas, along with the impact of favorable market conditions and the ramp-up of the fourth fractionator at Mont Belvieu;
|
•
|
an increase of
$57 million
in ETP’s midstream operations primarily due to higher volumes in the Permian region and due to higher crude oil and NGL prices, partially offset by an increase in operating expenses primarily due to recent acquisitions;
|
•
|
an increase of approximately
$21 million
in ETP’s all other operations, primarily due to an increase of $22 million in Adjusted EBITDA related to ETP’s investment in PES. The
three months ended
March 31, 2017
also reflected higher gross margin of
$9 million
and lower selling, general and administrative expenses of
$6 million
resulting from lower transaction-rated expenses. The increases were partially offset by a decrease of
$19 million
related to the termination of the $75 million annual management fee paid by ETE that ended in 2016.
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
Revenues
|
$
|
4,394
|
|
|
$
|
3,215
|
|
|
$
|
1,179
|
|
Cost of products sold
|
3,891
|
|
|
2,704
|
|
|
1,187
|
|
|||
Gross margin
|
503
|
|
|
511
|
|
|
(8
|
)
|
|||
Operating expenses, excluding non-cash compensation expense
|
(297
|
)
|
|
(282
|
)
|
|
(15
|
)
|
|||
Selling, general and administrative, excluding non-cash compensation expense
|
(60
|
)
|
|
(55
|
)
|
|
(5
|
)
|
|||
Inventory valuation adjustments
|
14
|
|
|
(12
|
)
|
|
26
|
|
|||
Unrealized gains on commodity risk management activities
|
(5
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|||
Segment Adjusted EBITDA
|
$
|
155
|
|
|
$
|
159
|
|
|
$
|
(4
|
)
|
•
|
a decrease of
$8 million
in gross margin primarily attributable to a $25 million decrease in the gross profit on wholesale motor fuel, offset by an increase in the rental and other gross profit of $8 million due to increased other retail income such as car wash, ATM and lottery income, an increase in the gross profit on retail motor fuel of $5 million due to higher sales price per retail motor fuel gallon, and an increase in the merchandise gross profit of $4 million due to the increase in the number of retail sites.
|
•
|
an increase in general and administrative expenses of $
5 million
primarily due to higher advertising costs and salaries and wages compared to the prior period.
|
•
|
an increase in other operating expenses of $
15 million
primarily attributable to Sunoco LP’s retail business which has expanded through third-party acquisitions as well as through the construction of new-to-industry sites.
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
Revenues
|
$
|
49
|
|
|
$
|
49
|
|
|
$
|
—
|
|
Operating expenses, excluding non-cash compensation expense
|
(5
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|||
Selling, general and administrative, excluding non-cash compensation expense
|
—
|
|
|
(1
|
)
|
|
1
|
|
|||
Segment Adjusted EBITDA
|
$
|
44
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Parent Company Indebtedness:
|
|
|
|
||||
ETE Senior Notes due October 2020
|
$
|
1,187
|
|
|
$
|
1,187
|
|
ETE Senior Notes due January 2024
|
1,150
|
|
|
1,150
|
|
||
ETE Senior Notes due June 2027
|
1,000
|
|
|
1,000
|
|
||
ETE Senior Secured Term Loan, due December 2, 2019
|
2,200
|
|
|
2,190
|
|
||
ETE Senior Secured Revolving Credit Facility
|
1,149
|
|
|
875
|
|
||
Subsidiary Indebtedness:
|
|
|
|
||||
ETP Senior Notes
|
20,540
|
|
|
19,440
|
|
||
Panhandle Senior Notes
|
1,085
|
|
|
1,085
|
|
||
Sunoco, Inc. Senior Notes
|
65
|
|
|
465
|
|
||
Sunoco Logistics Senior Notes
|
5,350
|
|
|
5,350
|
|
||
Transwestern Senior Notes
|
657
|
|
|
657
|
|
||
Sunoco LP Senior Notes, Term Loan and lease-related obligation
|
3,559
|
|
|
3,561
|
|
||
Revolving Credit Facilities:
|
|
|
|
||||
ETP $3.75 billion Revolving Credit Facility due November 2019
(1)
|
389
|
|
|
2,777
|
|
||
Sunoco Logistics $2.50 billion Revolving Credit Facility due March 2020
(2)
|
740
|
|
|
1,292
|
|
||
Sunoco Logistics $1.00 billion 364-Day Credit Facility due December 2017
(3)
|
630
|
|
|
630
|
|
||
Sunoco LP $1.5 billion Revolving Credit Facility due September 2019
|
761
|
|
|
1,000
|
|
||
Bakken Term Note
|
2,500
|
|
|
1,100
|
|
||
PennTex $275 million Revolving Credit Facility due December 2019
|
157
|
|
|
168
|
|
||
Other Long-Term Debt
|
30
|
|
|
31
|
|
||
Unamortized premiums and fair value adjustments, net
|
93
|
|
|
101
|
|
||
Deferred debt issuance costs
|
(267
|
)
|
|
(257
|
)
|
||
Total
|
42,975
|
|
|
43,802
|
|
||
Less: Current maturities of long-term debt
|
392
|
|
|
1,194
|
|
||
Long-term debt and notes payable, less current maturities
|
$
|
42,583
|
|
|
$
|
42,608
|
|
(1)
|
Includes
$389 million
and
$777 million
of commercial paper outstanding at
March 31, 2017
and
December 31, 2016
, respectively.
|
(2)
|
Includes
$128 million
and
$50 million
of commercial paper outstanding at
March 31, 2017
and
December 31, 2016
, respectively.
|
(3)
|
Sunoco Logistics’
$1.00 billion
364-Day Credit Facility, including its
$630 million
term loan, were classified as long-term debt as of
March 31, 2017
as Sunoco Logistics has the ability and intent to refinance such borrowings on a long-term basis.
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
|
|
|
|
|||||
December 31, 2016
(1)
|
|
February 7, 2017
|
|
February 21, 2017
|
|
$
|
0.2850
|
|
March 31, 2017
(1)
|
|
May 10, 2017
|
|
May 19, 2017
|
|
0.2850
|
|
(1)
|
Certain common unitholders elected to participate in a plan pursuant to which those unitholders elected to forego their cash distributions on all or a portion of their common units for a period of up to nine quarters commencing with the distribution for the quarter ended March 31, 2016 and, in lieu of receiving cash distributions on these common units for each such quarter, each said unitholder received Convertible Units (on a one-for-one basis for each common unit as to which the participating unitholder elected be subject to this plan) that entitled them to receive a cash distribution of up to $0.11 per Convertible Unit. See Note 8, ETE Series A Preferred Units.
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
December 31, 2016
|
|
February 7, 2017
|
|
February 21, 2017
|
|
$
|
0.1100
|
|
March 31, 2017
|
|
May 10, 2017
|
|
May 19, 2017
|
|
0.1100
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Limited Partners
|
$
|
250
|
|
|
$
|
240
|
|
General Partner interest
|
1
|
|
|
1
|
|
||
Total Parent Company distributions
|
$
|
251
|
|
|
$
|
241
|
|
|
Percentage of Total Distributions to IDRs
|
|
Quarterly Distribution Rate Target Amounts
|
|
|
||
Minimum quarterly distribution
|
—%
|
|
$0.075
|
First target distribution
|
—%
|
|
$0.075 to $0.0833
|
Second target distribution
|
13%
|
|
$0.0833 to $0.0958
|
Third target distribution
|
35%
|
|
$0.0958 to $0.2638
|
Fourth target distribution
|
48%
|
|
Above $0.2638
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Distributions from ETP:
|
|
|
|
||||
Limited Partner interests
|
$
|
19
|
|
|
$
|
3
|
|
Class H Units
|
97
|
|
|
83
|
|
||
General Partner interest
|
8
|
|
|
8
|
|
||
IDRs
|
354
|
|
|
331
|
|
||
IDR relinquishments net of Class I Unit distributions
|
(150
|
)
|
|
(34
|
)
|
||
Total distributions from ETP
|
328
|
|
|
391
|
|
||
Distributions from Sunoco LP
|
|
|
|
||||
Limited Partner interests
|
2
|
|
|
2
|
|
||
IDRs
|
21
|
|
|
19
|
|
||
Total distributions from Sunoco LP
|
23
|
|
|
21
|
|
||
Total distributions received from subsidiaries
|
$
|
351
|
|
|
$
|
412
|
|
|
|
Total Year
|
||
2017 (remainder)
|
|
$
|
499
|
|
2018
|
|
153
|
|
|
2019
|
|
128
|
|
|
Each year beyond 2019
|
|
33
|
|
|
Three Months Ended
March 31, |
||||||||||
|
2017
|
|
2016
|
||||||||
|
Post-Merger ETP
|
|
ETP
|
|
Sunoco Logistics
|
||||||
Limited Partners:
|
|
|
|
|
|
||||||
Common Units held by public
|
$
|
567
|
|
|
$
|
526
|
|
|
$
|
107
|
|
Common Units held by ETP
|
—
|
|
|
—
|
|
|
33
|
|
|||
Common Units held by ETE
|
15
|
|
|
3
|
|
|
—
|
|
|||
Class H Units held by ETE
|
—
|
|
|
83
|
|
|
—
|
|
|||
General Partner interest
|
4
|
|
|
8
|
|
|
3
|
|
|||
Incentive distributions held by ETE
|
377
|
|
|
331
|
|
|
89
|
|
|||
IDR relinquishments net of Class I Unit distributions
|
(157
|
)
|
|
(34
|
)
|
|
—
|
|
|||
Total distributions declared to partners
|
$
|
806
|
|
|
$
|
917
|
|
|
$
|
232
|
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
December 31, 2016
|
|
February 7, 2017
|
|
February 14, 2017
|
|
$
|
0.2950
|
|
March 31, 2017
|
|
May 5, 2017
|
|
May 12, 2017
|
|
0.2950
|
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
December 31, 2016
|
|
February 13, 2017
|
|
February 21, 2017
|
|
$
|
0.8255
|
|
March 31, 2017
|
|
May 9, 2017
|
|
May 16, 2017
|
|
0.8255
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Limited Partners:
|
|
|
|
||||
Common units held by public
|
$
|
44
|
|
|
$
|
41
|
|
Common and subordinated units held by ETP
|
36
|
|
|
35
|
|
||
Common and subordinated units held by ETE
|
2
|
|
|
2
|
|
||
General Partner interest and Incentive distributions
|
21
|
|
|
19
|
|
||
Total distributions declared
|
$
|
103
|
|
|
$
|
97
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||
|
Notional
Volume
|
|
Fair Value
Asset
(Liability)
|
|
Effect of
Hypothetical
10% Change
|
|
Notional
Volume
|
|
Fair Value
Asset
(Liability)
|
|
Effect of
Hypothetical
10% Change
|
||||||||||
Mark-to-Market Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Trading)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural Gas (MMBtu):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Swaps/Futures
|
80,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(682,500
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Basis Swaps IFERC/NYMEX
(1)
|
8,372,500
|
|
|
—
|
|
|
—
|
|
|
2,242,500
|
|
|
(1
|
)
|
|
—
|
|
||||
Power (Megawatt):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Forwards
|
225,480
|
|
|
(1
|
)
|
|
—
|
|
|
391,880
|
|
|
(1
|
)
|
|
1
|
|
||||
Futures
|
(58,000
|
)
|
|
—
|
|
|
—
|
|
|
109,564
|
|
|
—
|
|
|
—
|
|
||||
Options — Puts
|
67,200
|
|
|
—
|
|
|
—
|
|
|
(50,400
|
)
|
|
—
|
|
|
—
|
|
||||
Options — Calls
|
447,200
|
|
|
1
|
|
|
—
|
|
|
186,400
|
|
|
1
|
|
|
—
|
|
||||
Crude (Bbls):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Futures
|
(1,418,000
|
)
|
|
3
|
|
|
9
|
|
|
(617,000
|
)
|
|
(4
|
)
|
|
6
|
|
||||
(Non-Trading)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural Gas (MMBtu):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basis Swaps IFERC/NYMEX
|
(5,247,500
|
)
|
|
(3
|
)
|
|
2
|
|
|
10,750,000
|
|
|
2
|
|
|
—
|
|
||||
Swing Swaps IFERC
|
(12,185,000
|
)
|
|
(1
|
)
|
|
1
|
|
|
(5,662,500
|
)
|
|
(1
|
)
|
|
1
|
|
||||
Fixed Swaps/Futures
|
(51,102,500
|
)
|
|
(9
|
)
|
|
17
|
|
|
(52,652,500
|
)
|
|
(27
|
)
|
|
19
|
|
||||
Forward Physical Contracts
|
16,763,209
|
|
|
4
|
|
|
—
|
|
|
(22,492,489
|
)
|
|
1
|
|
|
—
|
|
||||
Natural Gas Liquid and Crude (Bbls) — Forwards/Swaps
|
(1,827,400
|
)
|
|
3
|
|
|
12
|
|
|
(5,786,627
|
)
|
|
(40
|
)
|
|
35
|
|
||||
Refined Products (Bbls) — Futures
|
(1,492,000
|
)
|
|
(3
|
)
|
|
9
|
|
|
(3,144,000
|
)
|
|
(21
|
)
|
|
18
|
|
||||
Corn (Bushels) — Futures
|
(730,000
|
)
|
|
—
|
|
|
—
|
|
|
1,580,000
|
|
|
—
|
|
|
1
|
|
||||
Fair Value Hedging Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Non-Trading)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural Gas (MMBtu):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basis Swaps IFERC/NYMEX
|
(13,877,500
|
)
|
|
—
|
|
|
—
|
|
|
(36,370,000
|
)
|
|
2
|
|
|
1
|
|
||||
Fixed Swaps/Futures
|
(13,877,500
|
)
|
|
(3
|
)
|
|
5
|
|
|
(36,370,000
|
)
|
|
(26
|
)
|
|
14
|
|
(1)
|
Includes aggregate amounts for open positions related to Houston Ship Channel, Waha Hub, NGPL TexOk, West Louisiana Zone and Henry Hub locations.
|
|
|
|
|
Notional Amount Outstanding
|
||||||
Term
|
|
Type
(1)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
July 2017
(2)
|
|
Forward-starting to pay a fixed rate of 3.90% and receive a floating rate
|
|
$
|
500
|
|
|
$
|
500
|
|
July 2018
(2)
|
|
Forward-starting to pay a fixed rate of 4.00% and receive a floating rate
|
|
200
|
|
|
200
|
|
||
July 2019
(2)
|
|
Forward-starting to pay a fixed rate of 3.25% and receive a floating rate
|
|
200
|
|
|
200
|
|
||
December 2018
|
|
Pay a floating rate based on a 3-month LIBOR and receive a fixed rate of 1.53%
|
|
1,200
|
|
|
1,200
|
|
||
March 2019
|
|
Pay a floating rate based on a 3-month LIBOR and receive a fixed rate of 1.42%
|
|
300
|
|
|
300
|
|
(1)
|
Floating rates are based on 3-month LIBOR.
|
(2)
|
Represents the effective date. These forward-starting swaps have a term of 30 years with a mandatory termination date the same as the effective date.
|
•
|
the possibility that Sunoco LP may not complete the 7-Eleven Transaction in a timely manner, or at all, including due to the failure to receive any necessary governmental or regulatory approvals required to complete the transactions contemplated by the asset purchase agreement;
|
•
|
the occurrence of any event, change or other circumstance that would give rise to the termination of the 7-Eleven asset purchase agreement;
|
•
|
the risk that the 7-Eleven Transaction disrupts current plans and operations, results in management distraction and the potential difficulties in maintaining relationships with customers, suppliers and other third parties and employee retention as a result of the announcement and consummation of the 7-Eleven Transaction;
|
•
|
the outcome of any legal proceedings that may be instituted against us following the announcement of the 7-Eleven Transaction;
|
•
|
limitations placed on Sunoco LP’s ability to operate its retail business under the 7-Eleven asset purchase agreement;
|
•
|
the possibility of purchase price adjustments pursuant to the terms of the 7-Eleven asset purchase agreement, which could reduce the cash proceeds ultimately received by Sunoco LP in the 7-Eleven Transaction, even if it is completed; and
|
•
|
costs, fees, expenses and charges related to the 7-Eleven Transaction.
|
Exhibit Number
|
|
Description
|
1.1
|
|
Equity Distribution Agreement, dated as of March 21, 2017, by and among Energy Transfer Equity, L.P., Citigroup Global Markets Inc., Barclays Capital Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., Fifth Third Securities, Inc., Goldman, Sachs & Co., HSBC Securities (USA) Inc., Jefferies LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Natixis Securities Americas LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, UBS Securities LLC and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 1.1 of Form 8-K, File No. 1-32740, filed March 21, 2017.)
|
10.1
|
|
Credit Agreement, dated March 24, 2017 among Energy Transfer Equity, L.P., Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders party thereto. (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-32740, filed March 24, 2017.)
|
12.1*
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
31.1*
|
|
Certification of President pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1**
|
|
Certification of President pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2**
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definitions Document
|
101.LAB*
|
|
XBRL Taxonomy Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Presentation Linkbase Document
|
*
|
|
Filed herewith.
|
**
|
|
Furnished herewith.
|
|
|
ENERGY TRANSFER EQUITY, L.P.
|
||
|
|
|
|
|
|
|
By:
|
|
LE GP, LLC, its General Partner
|
|
|
|
|
|
Date:
|
May 4, 2017
|
By:
|
|
/s/ Thomas E. Long
|
|
|
|
|
Thomas E. Long
|
|
|
|
|
Group Chief Financial Officer (duly
authorized to sign on behalf of the registrant)
|
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