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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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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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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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DOJ
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U.S. Department of Justice
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EPA
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Environmental Protection Agency
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ETLP Credit Facility
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Energy Transfer, LP’s $3.75 billion revolving credit facility
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ETP
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Energy Transfer Partners, L.P. subsequent to the close of the merger of Sunoco Logistics Partners L.P. and Energy Transfer Partners, L.P.
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ETP GP
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Energy Transfer Partners GP, L.P., the general partner of ETP
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ETP Holdco
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ETP Holdco Corporation
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ETP LLC
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Energy Transfer Partners, L.L.C., the general partner of ETP GP
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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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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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Preferred Units
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ETP Series A cumulative convertible preferred units
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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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Series A Convertible Preferred Units
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ETE Series A convertible preferred units
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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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June 30, 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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375
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$
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463
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Accounts receivable, net
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3,329
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3,557
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||
Accounts receivable from related companies
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136
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47
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Inventories
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1,882
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2,103
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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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401
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503
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Current assets held for sale
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4,194
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291
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||
Total current assets
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10,326
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6,985
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||||
Property, plant and equipment
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65,732
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61,158
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Accumulated depreciation and depletion
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(8,924
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)
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(7,905
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)
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56,808
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53,253
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||||
Advances to and investments in unconsolidated affiliates
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3,182
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3,040
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Other non-current assets, net
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852
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816
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Intangible assets, net
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6,267
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5,489
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Goodwill
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5,174
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5,170
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Non-current assets held for sale
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—
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4,258
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Total assets
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$
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82,609
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$
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79,011
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June 30, 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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3,368
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$
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3,502
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Accounts payable to related companies
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24
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42
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Derivative liabilities
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12
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172
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Accrued and other current liabilities
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2,923
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2,367
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Current maturities of long-term debt
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1,370
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1,194
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Liabilities associated with assets held for sale
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68
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—
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Total current liabilities
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7,765
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7,277
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Long-term debt, less current maturities
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43,084
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42,608
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Long-term notes payable – related company
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—
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250
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Non-current derivative liabilities
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201
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76
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Deferred income taxes
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5,170
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5,112
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Other non-current liabilities
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1,178
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1,055
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Liabilities associated with assets held for sale
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—
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68
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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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22
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15
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||||
Equity:
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||||
General Partner
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(4
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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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(1,490
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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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309
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180
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||
Total partners’ capital (deficit)
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(1,185
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)
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(1,694
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)
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Noncontrolling interest
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26,374
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24,211
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Total equity
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25,189
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22,517
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||
Total liabilities and equity
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$
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82,609
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$
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79,011
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
||||||||||||
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2017
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2016
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2017
|
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2016
|
||||||||
REVENUES
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|
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||||||||
Natural gas sales
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$
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1,022
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$
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695
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$
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2,034
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$
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1,533
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NGL sales
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1,487
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1,150
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3,033
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2,090
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||||
Crude sales
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2,131
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1,714
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4,478
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2,923
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|
||||
Gathering, transportation and other fees
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1,111
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1,087
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2,176
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2,090
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||||
Refined product sales
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2,544
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2,539
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5,222
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4,006
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||||
Other
|
640
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|
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230
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1,220
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|
880
|
|
||||
Total revenues
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8,935
|
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7,415
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|
18,163
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13,522
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||||
COSTS AND EXPENSES
|
|
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||||||||
Cost of products sold
|
6,887
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|
|
5,479
|
|
|
14,178
|
|
|
9,816
|
|
||||
Operating expenses
|
478
|
|
|
444
|
|
|
915
|
|
|
852
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|
||||
Depreciation, depletion and amortization
|
604
|
|
|
537
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|
|
1,208
|
|
|
1,048
|
|
||||
Selling, general and administrative
|
178
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|
|
150
|
|
|
342
|
|
|
306
|
|
||||
Total costs and expenses
|
8,147
|
|
|
6,610
|
|
|
16,643
|
|
|
12,022
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|
||||
OPERATING INCOME
|
788
|
|
|
805
|
|
|
1,520
|
|
|
1,500
|
|
||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
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||||||||
Interest expense, net
|
(485
|
)
|
|
(443
|
)
|
|
(966
|
)
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(862
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)
|
||||
Equity in earnings of unconsolidated affiliates
|
49
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|
|
95
|
|
|
136
|
|
|
156
|
|
||||
Losses on extinguishments of debt
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
||||
Losses on interest rate derivatives
|
(25
|
)
|
|
(81
|
)
|
|
(20
|
)
|
|
(151
|
)
|
||||
Other, net
|
67
|
|
|
26
|
|
|
92
|
|
|
43
|
|
||||
INCOME BEFORE INCOME TAX EXPENSE (BENEFIT)
|
394
|
|
|
402
|
|
|
737
|
|
|
686
|
|
||||
Income tax expense (benefit)
|
21
|
|
|
(7
|
)
|
|
60
|
|
|
(62
|
)
|
||||
INCOME FROM CONTINUING OPERATIONS
|
373
|
|
|
409
|
|
|
677
|
|
|
748
|
|
||||
Income (loss) from discontinued operations, net of income taxes
|
(256
|
)
|
|
15
|
|
|
(270
|
)
|
|
12
|
|
||||
NET INCOME
|
117
|
|
|
424
|
|
|
407
|
|
|
760
|
|
||||
Less: Net income (loss) attributable to noncontrolling interest
|
(95
|
)
|
|
183
|
|
|
(44
|
)
|
|
207
|
|
||||
NET INCOME ATTRIBUTABLE TO PARTNERS
|
212
|
|
|
241
|
|
|
451
|
|
|
553
|
|
||||
General Partner’s interest in net income
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
||||
Convertible Unitholders’ interest in income
|
8
|
|
|
1
|
|
|
14
|
|
|
1
|
|
||||
Limited Partners’ interest in net income
|
$
|
204
|
|
|
$
|
239
|
|
|
$
|
436
|
|
|
$
|
550
|
|
INCOME FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT:
|
|
|
|
|
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||||||||
Basic
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$
|
0.19
|
|
|
$
|
0.23
|
|
|
$
|
0.41
|
|
|
$
|
0.53
|
|
Diluted
|
$
|
0.19
|
|
|
$
|
0.23
|
|
|
$
|
0.40
|
|
|
$
|
0.52
|
|
NET INCOME PER LIMITED PARTNER UNIT:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.18
|
|
|
$
|
0.23
|
|
|
$
|
0.40
|
|
|
$
|
0.53
|
|
Diluted
|
$
|
0.18
|
|
|
$
|
0.23
|
|
|
$
|
0.39
|
|
|
$
|
0.52
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
117
|
|
|
$
|
424
|
|
|
$
|
407
|
|
|
$
|
760
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Change in value of available-for-sale securities
|
1
|
|
|
3
|
|
|
3
|
|
|
5
|
|
||||
Actuarial gain (loss) relating to pension and other postretirement benefit plans
|
(1
|
)
|
|
6
|
|
|
(3
|
)
|
|
(3
|
)
|
||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Change in other comprehensive income from unconsolidated affiliates
|
(1
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
(11
|
)
|
||||
|
(1
|
)
|
|
4
|
|
|
(1
|
)
|
|
(10
|
)
|
||||
Comprehensive income
|
116
|
|
|
428
|
|
|
406
|
|
|
750
|
|
||||
Less: Comprehensive income (loss) attributable to noncontrolling interest
|
(96
|
)
|
|
187
|
|
|
(45
|
)
|
|
197
|
|
||||
Comprehensive income attributable to partners
|
$
|
212
|
|
|
$
|
241
|
|
|
$
|
451
|
|
|
$
|
553
|
|
|
General Partner
|
|
Common Unitholders
|
|
Series A Convertible Preferred Units
|
|
Non-controlling Interest
|
|
Total
|
||||||||||
Balance, December 31, 2016
|
$
|
(3
|
)
|
|
$
|
(1,871
|
)
|
|
$
|
180
|
|
|
$
|
24,211
|
|
|
$
|
22,517
|
|
Distributions to partners
|
(2
|
)
|
|
(499
|
)
|
|
—
|
|
|
—
|
|
|
(501
|
)
|
|||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,419
|
)
|
|
(1,419
|
)
|
|||||
Distributions reinvested
|
—
|
|
|
(115
|
)
|
|
115
|
|
|
—
|
|
|
—
|
|
|||||
Subsidiary units issued
|
—
|
|
|
(50
|
)
|
|
(1
|
)
|
|
513
|
|
|
462
|
|
|||||
Issuance of common units
|
—
|
|
|
568
|
|
|
—
|
|
|
—
|
|
|
568
|
|
|||||
Capital contributions received from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
1,444
|
|
|
1,444
|
|
|||||
PennTex unit acquisition
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(278
|
)
|
|
(280
|
)
|
|||||
Non-cash compensation expense, net of units tendered by employees for tax withholdings
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
45
|
|
|||||
Sale of Bakken Pipeline interest
|
—
|
|
|
42
|
|
|
—
|
|
|
1,958
|
|
|
2,000
|
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Other, net
|
—
|
|
|
1
|
|
|
1
|
|
|
(55
|
)
|
|
(53
|
)
|
|||||
Net income
|
1
|
|
|
436
|
|
|
14
|
|
|
(44
|
)
|
|
407
|
|
|||||
Balance, June 30, 2017
|
$
|
(4
|
)
|
|
$
|
(1,490
|
)
|
|
$
|
309
|
|
|
$
|
26,374
|
|
|
$
|
25,189
|
|
|
Six Months Ended
June 30, |
||||||
|
2017
|
|
2016
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
407
|
|
|
$
|
760
|
|
Reconciliation of net income to net cash provided by operating activities:
|
|
|
|
||||
Loss (income) from discontinued operations
|
270
|
|
|
(12
|
)
|
||
Depreciation, depletion and amortization
|
1,208
|
|
|
1,048
|
|
||
Deferred income taxes
|
48
|
|
|
(77
|
)
|
||
Unit-based compensation expense
|
47
|
|
|
23
|
|
||
Inventory valuation adjustments
|
103
|
|
|
(168
|
)
|
||
Equity in earnings of unconsolidated affiliates
|
(136
|
)
|
|
(156
|
)
|
||
Distributions from unconsolidated affiliates
|
125
|
|
|
133
|
|
||
Other
|
(61
|
)
|
|
(98
|
)
|
||
Net change in operating assets and liabilities, net of effects of acquisition
|
(581
|
)
|
|
(73
|
)
|
||
Net cash provided by operating activities
|
1,430
|
|
|
1,380
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Proceeds from Bakken Pipeline Transaction
|
2,000
|
|
|
—
|
|
||
Cash paid for acquisition of PennTex noncontrolling interest
|
(280
|
)
|
|
—
|
|
||
Proceeds from (cash paid for) acquisitions, net of cash received
|
(289
|
)
|
|
—
|
|
||
Capital expenditures, excluding allowance for equity funds used during construction
|
(2,870
|
)
|
|
(3,723
|
)
|
||
Contributions to unconsolidated affiliates
|
(225
|
)
|
|
(30
|
)
|
||
Distributions from unconsolidated affiliates in excess of cumulative earnings
|
94
|
|
|
56
|
|
||
Other
|
42
|
|
|
196
|
|
||
Net cash used in investing activities
|
(1,528
|
)
|
|
(3,501
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Proceeds from borrowings
|
14,950
|
|
|
12,048
|
|
||
Repayments of long-term debt
|
(14,304
|
)
|
|
(9,551
|
)
|
||
Cash paid on affiliate notes
|
(255
|
)
|
|
—
|
|
||
Subsidiary units issued for cash
|
462
|
|
|
1,075
|
|
||
Units issued for cash
|
568
|
|
|
—
|
|
||
Distributions to partners
|
(501
|
)
|
|
(540
|
)
|
||
Distributions to noncontrolling interest
|
(1,401
|
)
|
|
(1,343
|
)
|
||
Redemption of Preferred Units
|
(53
|
)
|
|
—
|
|
||
Capital contributions received from noncontrolling interest
|
456
|
|
|
161
|
|
||
Other
|
(3
|
)
|
|
276
|
|
||
Net cash provided by (used in) financing activities
|
(81
|
)
|
|
2,126
|
|
||
DISCONTINUED OPERATIONS
|
|
|
|
||||
Operating activities
|
165
|
|
|
139
|
|
||
Investing activities
|
(72
|
)
|
|
(274
|
)
|
||
Changes in cash included in current assets held for sale
|
(2
|
)
|
|
9
|
|
||
Net increase (decrease) in cash and cash equivalents of discontinued operations
|
91
|
|
|
(126
|
)
|
||
Decrease in cash and cash equivalents
|
(88
|
)
|
|
(121
|
)
|
||
Cash and cash equivalents, beginning of period
|
463
|
|
|
581
|
|
||
Cash and cash equivalents, end of period
|
$
|
375
|
|
|
$
|
460
|
|
1.
|
ORGANIZATION AND BASIS OF PRESENTATION
|
•
|
References to “ETLP” refer to the entity named 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 “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
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Carrying amount of assets classified as held for sale:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
22
|
|
|
$
|
20
|
|
Inventories
|
|
186
|
|
|
188
|
|
||
Other current assets
|
|
82
|
|
|
83
|
|
||
Property, plant and equipment, net
|
|
2,141
|
|
|
2,185
|
|
||
Goodwill
|
|
1,260
|
|
|
1,568
|
|
||
Intangible assets, net
|
|
501
|
|
|
503
|
|
||
Other non-current assets, net
|
|
2
|
|
|
2
|
|
||
Total assets classified as held for sale in the Consolidated Balance Sheet
|
|
$
|
4,194
|
|
|
$
|
4,549
|
|
|
|
|
|
|
||||
Carrying amount of liabilities classified as held for sale:
|
|
|
|
|
||||
Other current and non-current liabilities
|
|
68
|
|
|
68
|
|
||
Total liabilities classified as held for sale in the Consolidated Balance Sheet
|
|
$
|
68
|
|
|
$
|
68
|
|
|
Six Months Ended
June 30, |
||||||
|
2017
|
|
2016
|
||||
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
1,364
|
|
|
$
|
881
|
|
Losses from subsidiary common unit issuances, net
|
(51
|
)
|
|
(12
|
)
|
||
NON-CASH FINANCING ACTIVITIES:
|
|
|
|
||||
Contribution of property, plant and equipment from noncontrolling interest
|
$
|
988
|
|
|
$
|
—
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Natural gas and NGLs
|
$
|
546
|
|
|
$
|
699
|
|
Crude oil
|
681
|
|
|
683
|
|
||
Refined products
|
417
|
|
|
483
|
|
||
Other
|
238
|
|
|
238
|
|
||
Total inventories
|
$
|
1,882
|
|
|
$
|
2,103
|
|
|
|
|
Fair Value Measurements at
June 30, 2017 |
||||||||||||
|
Fair Value Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives:
|
|
|
|
|
|
|
|
||||||||
Natural Gas:
|
|
|
|
|
|
|
|
||||||||
Basis Swaps IFERC/NYMEX
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||
Swing Swaps IFERC
|
3
|
|
|
1
|
|
|
2
|
|
|
—
|
|
||||
Fixed Swaps/Futures
|
38
|
|
|
38
|
|
|
—
|
|
|
—
|
|
||||
Forward Physical Swaps
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Power:
|
|
|
|
|
|
|
|
||||||||
Forwards
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
||||
Futures
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Natural Gas Liquids – Forwards/Swaps
|
77
|
|
|
77
|
|
|
—
|
|
|
—
|
|
||||
Refined Products — Futures
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Crude – Futures
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||
Total commodity derivatives
|
155
|
|
|
136
|
|
|
19
|
|
|
—
|
|
||||
Total assets
|
$
|
155
|
|
|
$
|
136
|
|
|
$
|
19
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives
|
$
|
(201
|
)
|
|
$
|
—
|
|
|
$
|
(201
|
)
|
|
$
|
—
|
|
Commodity derivatives:
|
|
|
|
|
|
|
|
||||||||
Natural Gas:
|
|
|
|
|
|
|
|
||||||||
Basis Swaps IFERC/NYMEX
|
(9
|
)
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
||||
Swing Swaps IFERC
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||
Fixed Swaps/Futures
|
(25
|
)
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
||||
Forward Physical Swaps
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Power:
|
|
|
|
|
|
|
|
||||||||
Forwards
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
||||
Futures
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Natural Gas Liquids – Forwards/Swaps
|
(70
|
)
|
|
(70
|
)
|
|
—
|
|
|
—
|
|
||||
Refined Products — Futures
|
(8
|
)
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
||||
Crude — Futures
|
(5
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||
Total commodity derivatives
|
(133
|
)
|
|
(118
|
)
|
|
(15
|
)
|
|
—
|
|
||||
Total liabilities
|
$
|
(334
|
)
|
|
$
|
(118
|
)
|
|
$
|
(216
|
)
|
|
$
|
—
|
|
|
|
|
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 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
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Income from continuing operations
|
$
|
373
|
|
|
$
|
409
|
|
|
$
|
677
|
|
|
$
|
748
|
|
Less: Income from continuing operations attributable to noncontrolling interest
|
153
|
|
|
168
|
|
|
217
|
|
|
195
|
|
||||
Income from continuing operations, net of noncontrolling interest
|
220
|
|
|
241
|
|
|
460
|
|
|
553
|
|
||||
Less: General Partner’s interest in income
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
||||
Less: Convertible Unitholders’ interest in income
|
8
|
|
|
1
|
|
|
14
|
|
|
1
|
|
||||
Income from continuing operations available to Limited Partners
|
$
|
212
|
|
|
$
|
239
|
|
|
$
|
445
|
|
|
$
|
550
|
|
Basic Income from Continuing Operations per Limited Partner Unit:
|
|
|
|
|
|
|
|
||||||||
Weighted average limited partner units
|
1,075.2
|
|
|
1,048.9
|
|
|
1,077.2
|
|
|
1,046.9
|
|
||||
Basic income from continuing operations per Limited Partner unit
|
$
|
0.19
|
|
|
$
|
0.23
|
|
|
$
|
0.41
|
|
|
$
|
0.53
|
|
Basic income from discontinued operations per Limited Partner unit
|
$
|
(0.01
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.00
|
|
Diluted Income from Continuing Operations per Limited Partner Unit:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations available to Limited Partners
|
$
|
212
|
|
|
$
|
239
|
|
|
$
|
445
|
|
|
$
|
550
|
|
Dilutive effect of equity-based compensation of subsidiaries and distributions to Convertible Unitholders
|
8
|
|
|
1
|
|
|
15
|
|
|
1
|
|
||||
Diluted income from continuing operations available to Limited Partners
|
$
|
220
|
|
|
$
|
240
|
|
|
$
|
460
|
|
|
$
|
551
|
|
Weighted average limited partner units
|
1,075.2
|
|
|
1,048.9
|
|
|
1,077.2
|
|
|
1,046.9
|
|
||||
Dilutive effect of unconverted unit awards and Convertible Units
|
66.1
|
|
|
14.9
|
|
|
66.5
|
|
|
5.6
|
|
||||
Diluted weighted average limited partner units
|
1,141.3
|
|
|
1,063.8
|
|
|
1,143.7
|
|
|
1,052.5
|
|
||||
Diluted income from continuing operations per Limited Partner unit
|
$
|
0.19
|
|
|
$
|
0.23
|
|
|
$
|
0.40
|
|
|
$
|
0.52
|
|
Diluted income (loss) from discontinued operations per Limited Partner unit
|
$
|
(0.01
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.00
|
|
|
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 June 30, 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
|
|
|
June 30, 2017
(1)
|
|
August 7, 2017
|
|
August 21, 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
|
|
|
June 30, 2017
|
|
August 7, 2017
|
|
August 21, 2017
|
|
0.1100
|
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
March 31, 2017
|
|
May 10, 2017
|
|
May 15, 2017
|
|
$
|
0.5350
|
|
June 30, 2017
|
|
August 7, 2017
|
|
August 14, 2017
|
|
0.5500
|
|
|
|
Total Year
|
||
2017 (remainder)
|
|
$
|
336
|
|
2018
|
|
153
|
|
|
2019
|
|
128
|
|
|
Each year beyond 2019
|
|
33
|
|
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
|
|
|
June 30, 2017
|
|
August 7, 2017
|
|
August 15, 2017
|
|
0.8255
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Available-for-sale securities
|
$
|
5
|
|
|
$
|
2
|
|
Foreign currency translation adjustment
|
(5
|
)
|
|
(5
|
)
|
||
Actuarial loss related to pensions and other postretirement benefits
|
4
|
|
|
7
|
|
||
Investments in unconsolidated affiliates, net
|
3
|
|
|
4
|
|
||
Subtotal
|
7
|
|
|
8
|
|
||
Amounts attributable to noncontrolling interest
|
(7
|
)
|
|
(8
|
)
|
||
Total AOCI, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
10.
|
INCOME TAXES
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Rental expense
|
$
|
31
|
|
|
$
|
33
|
|
|
$
|
64
|
|
|
$
|
63
|
|
Less: Sublease rental income
|
(7
|
)
|
|
(6
|
)
|
|
(13
|
)
|
|
(12
|
)
|
||||
Rental expense, net
|
$
|
24
|
|
|
$
|
27
|
|
|
$
|
51
|
|
|
$
|
51
|
|
•
|
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 previously contributed to Sunoco LP in January 2016.
|
•
|
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 has been identified as a potentially responsible party (“PRP”). As of
June 30, 2017
,
Sunoco, Inc. had been named as a PRP at approximately
49
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.
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Current
|
$
|
42
|
|
|
$
|
31
|
|
Non-current
|
309
|
|
|
318
|
|
||
Total environmental liabilities
|
$
|
351
|
|
|
$
|
349
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||
|
Notional Volume
|
|
Maturity
|
|
Notional Volume
|
|
Maturity
|
||
Mark-to-Market Derivatives
|
|
|
|
|
|
|
|
||
(Trading)
|
|
|
|
|
|
|
|
||
Natural Gas (MMBtu):
|
|
|
|
|
|
|
|
||
Fixed Swaps/Futures
|
465,000
|
|
|
2017
|
|
(682,500
|
)
|
|
2017
|
Basis Swaps IFERC/NYMEX
(1)
|
33,112,500
|
|
|
2017
|
|
2,242,500
|
|
|
2017
|
Options – Puts
|
11,500,000
|
|
|
2018
|
|
—
|
|
|
—
|
Power (Megawatt):
|
|
|
|
|
|
|
|
||
Forwards
|
497,530
|
|
|
2017-2018
|
|
391,880
|
|
|
2017-2018
|
Futures
|
(212,880
|
)
|
|
2017-2018
|
|
109,564
|
|
|
2017-2018
|
Options — Puts
|
(364,000
|
)
|
|
2017
|
|
(50,400
|
)
|
|
2017
|
Options — Calls
|
607,200
|
|
|
2017
|
|
186,400
|
|
|
2017
|
Crude (Bbls):
|
|
|
|
|
|
|
|
||
Futures
|
(1,569,000
|
)
|
|
2017
|
|
(617,000
|
)
|
|
2017
|
(Non-Trading)
|
|
|
|
|
|
|
|
||
Natural Gas (MMBtu):
|
|
|
|
|
|
|
|
||
Basis Swaps IFERC/NYMEX
|
(3,630,000
|
)
|
|
2017-2018
|
|
10,750,000
|
|
|
2017-2018
|
Swing Swaps IFERC
|
39,900,000
|
|
|
2017
|
|
(5,662,500
|
)
|
|
2017
|
Fixed Swaps/Futures
|
(39,230,000
|
)
|
|
2017-2019
|
|
(52,652,500
|
)
|
|
2017-2019
|
Forward Physical Contracts
|
(9,302,540
|
)
|
|
2017
|
|
(22,492,489
|
)
|
|
2017
|
Natural Gas Liquid and Crude (Bbls) — Forwards/Swaps
|
(4,405,400
|
)
|
|
2017
|
|
(5,786,627
|
)
|
|
2017
|
Refined Products (Bbls) — Futures
|
(1,370,000
|
)
|
|
2017-2018
|
|
(3,144,000
|
)
|
|
2017
|
Corn (Bushels) — Futures
|
(2,015,000
|
)
|
|
2017
|
|
1,580,000
|
|
|
2017
|
Fair Value Hedging Derivatives
|
|
|
|
|
|
|
|
||
(Non-Trading)
|
|
|
|
|
|
|
|
||
Natural Gas (MMBtu):
|
|
|
|
|
|
|
|
||
Basis Swaps IFERC/NYMEX
|
(32,440,000
|
)
|
|
2017
|
|
(36,370,000
|
)
|
|
2017
|
Fixed Swaps/Futures
|
(32,440,000
|
)
|
|
2017
|
|
(36,370,000
|
)
|
|
2017
|
Hedged Item — Inventory
|
32,440,000
|
|
|
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)
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
July 2017
(2)
|
|
Forward-starting to pay a fixed rate of 3.90% and receive a floating rate
|
|
$
|
—
|
|
|
$
|
500
|
|
July 2018
(2)
|
|
Forward-starting to pay a fixed rate of 3.76% and receive a floating rate
|
|
300
|
|
|
200
|
|
||
July 2019
(2)
|
|
Forward-starting to pay a fixed rate of 3.64% and receive a floating rate
|
|
300
|
|
|
200
|
|
||
July 2020
(2)
|
|
Forward-starting to pay a fixed rate of 3.52% and receive a floating rate
|
|
400
|
|
|
—
|
|
||
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
|
||||||||||||
|
June 30, 2017
|
|
December 31, 2016
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives (margin deposits)
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(4
|
)
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives (margin deposits)
|
$
|
127
|
|
|
$
|
338
|
|
|
$
|
(109
|
)
|
|
$
|
(416
|
)
|
Commodity derivatives
|
20
|
|
|
25
|
|
|
(23
|
)
|
|
(58
|
)
|
||||
Interest rate derivatives
|
—
|
|
|
—
|
|
|
(201
|
)
|
|
(193
|
)
|
||||
Embedded derivatives in the ETP Preferred Units
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
|
147
|
|
|
363
|
|
|
(333
|
)
|
|
(668
|
)
|
||||
Total derivatives
|
$
|
155
|
|
|
$
|
363
|
|
|
$
|
(334
|
)
|
|
$
|
(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
June 30, |
|
Six Months Ended
June 30, |
|||||||||||||
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Derivatives in fair value hedging relationships (including hedged item):
|
|
|
|
|
|
|
|
||||||||||
Commodity derivatives
|
Cost of products sold
|
|
$
|
6
|
|
|
$
|
21
|
|
|
$
|
2
|
|
|
$
|
17
|
|
Total
|
|
|
$
|
6
|
|
|
$
|
21
|
|
|
$
|
2
|
|
|
$
|
17
|
|
|
Location of Gain/(Loss)
Recognized in Income
on Derivatives
|
|
Amount of Gain/(Loss) Recognized in Income on Derivatives
|
||||||||||||||
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|||||||||||||
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|||||||||
Commodity derivatives —Trading
|
Cost of products sold
|
|
$
|
15
|
|
|
$
|
(7
|
)
|
|
$
|
26
|
|
|
$
|
(16
|
)
|
Commodity derivatives —Non-trading
|
Cost of products sold
|
|
17
|
|
|
(53
|
)
|
|
19
|
|
|
(45
|
)
|
||||
Interest rate derivatives
|
Losses on interest rate derivatives
|
|
(25
|
)
|
|
(81
|
)
|
|
(20
|
)
|
|
(151
|
)
|
||||
Embedded derivatives
|
Other, net
|
|
—
|
|
|
(4
|
)
|
|
1
|
|
|
(4
|
)
|
||||
Total
|
|
|
$
|
7
|
|
|
$
|
(145
|
)
|
|
$
|
26
|
|
|
$
|
(216
|
)
|
•
|
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
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Segment Adjusted EBITDA:
|
|
|
|
|
|
|
|
||||||||
Investment in ETP
|
$
|
1,599
|
|
|
$
|
1,370
|
|
|
$
|
3,013
|
|
|
$
|
2,782
|
|
Investment in Sunoco LP
|
220
|
|
|
164
|
|
|
375
|
|
|
323
|
|
||||
Investment in Lake Charles LNG
|
44
|
|
|
44
|
|
|
88
|
|
|
88
|
|
||||
Corporate and Other
|
(9
|
)
|
|
(68
|
)
|
|
(22
|
)
|
|
(105
|
)
|
||||
Adjustments and Eliminations
|
(83
|
)
|
|
(68
|
)
|
|
(137
|
)
|
|
(125
|
)
|
||||
Total
|
1,771
|
|
|
1,442
|
|
|
3,317
|
|
|
2,963
|
|
||||
Depreciation, depletion and amortization
|
(604
|
)
|
|
(537
|
)
|
|
(1,208
|
)
|
|
(1,048
|
)
|
||||
Interest expense, net
|
(485
|
)
|
|
(443
|
)
|
|
(966
|
)
|
|
(862
|
)
|
||||
Losses on interest rate derivatives
|
(25
|
)
|
|
(81
|
)
|
|
(20
|
)
|
|
(151
|
)
|
||||
Non-cash unit-based compensation expense
|
(20
|
)
|
|
(22
|
)
|
|
(47
|
)
|
|
(23
|
)
|
||||
Unrealized gains (losses) on commodity risk management activities
|
29
|
|
|
(24
|
)
|
|
98
|
|
|
(84
|
)
|
||||
Losses on extinguishments of debt
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
||||
Inventory valuation adjustments
|
(91
|
)
|
|
181
|
|
|
(103
|
)
|
|
168
|
|
||||
Equity in earnings of unconsolidated affiliates
|
49
|
|
|
95
|
|
|
136
|
|
|
156
|
|
||||
Adjusted EBITDA related to unconsolidated affiliates
|
(164
|
)
|
|
(184
|
)
|
|
(349
|
)
|
|
(346
|
)
|
||||
Adjusted EBITDA related to discontinued operations
|
(111
|
)
|
|
(71
|
)
|
|
(161
|
)
|
|
(127
|
)
|
||||
Other, net
|
45
|
|
|
46
|
|
|
65
|
|
|
40
|
|
||||
Income before income tax expense
|
$
|
394
|
|
|
$
|
402
|
|
|
$
|
737
|
|
|
$
|
686
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Assets:
|
|
|
|
||||
Investment in ETP
|
$
|
74,219
|
|
|
$
|
70,191
|
|
Investment in Sunoco LP
|
8,311
|
|
|
8,701
|
|
||
Investment in Lake Charles LNG
|
1,575
|
|
|
1,508
|
|
||
Corporate and Other
|
625
|
|
|
711
|
|
||
Adjustments and Eliminations
|
(2,121
|
)
|
|
(2,100
|
)
|
||
Total assets
|
$
|
82,609
|
|
|
$
|
79,011
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Investment in ETP:
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
$
|
6,485
|
|
|
$
|
5,245
|
|
|
$
|
13,292
|
|
|
$
|
9,679
|
|
Intersegment revenues
|
91
|
|
|
44
|
|
|
179
|
|
|
91
|
|
||||
|
6,576
|
|
|
5,289
|
|
|
13,471
|
|
|
9,770
|
|
||||
Investment in Sunoco LP:
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
2,400
|
|
|
2,121
|
|
|
4,772
|
|
|
3,745
|
|
||||
Intersegment revenues
|
—
|
|
|
2
|
|
|
3
|
|
|
6
|
|
||||
|
2,400
|
|
|
2,123
|
|
|
4,775
|
|
|
3,751
|
|
||||
Investment in Lake Charles LNG:
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
50
|
|
|
49
|
|
|
99
|
|
|
98
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Adjustments and Eliminations
|
(91
|
)
|
|
(46
|
)
|
|
(182
|
)
|
|
(97
|
)
|
||||
Total revenues
|
$
|
8,935
|
|
|
$
|
7,415
|
|
|
$
|
18,163
|
|
|
$
|
13,522
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Intrastate Transportation and Storage
|
$
|
699
|
|
|
$
|
428
|
|
|
$
|
1,467
|
|
|
$
|
874
|
|
Interstate Transportation and Storage
|
201
|
|
|
229
|
|
|
432
|
|
|
483
|
|
||||
Midstream
|
633
|
|
|
690
|
|
|
1,198
|
|
|
1,217
|
|
||||
NGL and refined products transportation and services
|
1,767
|
|
|
1,445
|
|
|
3,885
|
|
|
2,617
|
|
||||
Crude oil transportation and services
|
2,460
|
|
|
1,904
|
|
|
5,035
|
|
|
3,290
|
|
||||
All Other
|
816
|
|
|
593
|
|
|
1,454
|
|
|
1,289
|
|
||||
Total revenues
|
6,576
|
|
|
5,289
|
|
|
13,471
|
|
|
9,770
|
|
||||
Less: Intersegment revenues
|
91
|
|
|
44
|
|
|
179
|
|
|
91
|
|
||||
Revenues from external customers
|
$
|
6,485
|
|
|
$
|
5,245
|
|
|
$
|
13,292
|
|
|
$
|
9,679
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Retail operations
|
$
|
82
|
|
|
$
|
91
|
|
|
$
|
160
|
|
|
$
|
190
|
|
Wholesale operations
|
2,318
|
|
|
2,032
|
|
|
4,615
|
|
|
3,561
|
|
||||
Total revenues
|
2,400
|
|
|
2,123
|
|
|
4,775
|
|
|
3,751
|
|
||||
Less: Intersegment revenues
|
—
|
|
|
2
|
|
|
3
|
|
|
6
|
|
||||
Revenues from external customers
|
$
|
2,400
|
|
|
$
|
2,121
|
|
|
$
|
4,772
|
|
|
$
|
3,745
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2
|
|
|
$
|
2
|
|
Accounts receivable from related companies
|
66
|
|
|
55
|
|
||
Total current assets
|
68
|
|
|
57
|
|
||
Property, plant and equipment, net
|
28
|
|
|
36
|
|
||
Advances to and investments in unconsolidated affiliates
|
5,980
|
|
|
5,088
|
|
||
Intangible assets, net
|
—
|
|
|
1
|
|
||
Goodwill
|
9
|
|
|
9
|
|
||
Other non-current assets, net
|
18
|
|
|
10
|
|
||
Total assets
|
$
|
6,103
|
|
|
$
|
5,201
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
8
|
|
|
$
|
1
|
|
Accounts payable to related companies
|
—
|
|
|
22
|
|
||
Interest payable
|
54
|
|
|
66
|
|
||
Accrued and other current liabilities
|
1
|
|
|
3
|
|
||
Total current liabilities
|
63
|
|
|
92
|
|
||
Long-term debt, less current maturities
|
6,693
|
|
|
6,358
|
|
||
Long-term notes payable – related companies
|
530
|
|
|
443
|
|
||
Other non-current liabilities
|
2
|
|
|
2
|
|
||
Commitments and contingencies
|
|
|
|
||||
Partners’ capital:
|
|
|
|
||||
General Partner
|
(4
|
)
|
|
(3
|
)
|
||
Limited Partners:
|
|
|
|
||||
Common Unitholders
|
(1,490
|
)
|
|
(1,871
|
)
|
||
Series A Convertible Preferred Units
|
309
|
|
|
180
|
|
||
Total partners’ capital (deficit)
|
(1,185
|
)
|
|
(1,694
|
)
|
||
Total liabilities and equity
|
$
|
6,103
|
|
|
$
|
5,201
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
(1)
|
$
|
(9
|
)
|
|
$
|
(44
|
)
|
|
$
|
(22
|
)
|
|
$
|
(81
|
)
|
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(86
|
)
|
|
(82
|
)
|
|
(169
|
)
|
|
(163
|
)
|
||||
Equity in earnings of unconsolidated affiliates
|
308
|
|
|
369
|
|
|
669
|
|
|
799
|
|
||||
Losses on extinguishments of debt
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
||||
Other, net
|
(1
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||
INCOME BEFORE INCOME TAXES
|
212
|
|
|
241
|
|
|
451
|
|
|
553
|
|
||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
NET INCOME
|
212
|
|
|
241
|
|
|
451
|
|
|
553
|
|
||||
General Partner’s interest in net income
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
||||
Convertible Unitholders’ interest in income
|
8
|
|
|
1
|
|
|
14
|
|
|
1
|
|
||||
Limited Partners’ interest in net income
|
$
|
204
|
|
|
$
|
239
|
|
|
$
|
436
|
|
|
$
|
550
|
|
(1)
|
Includes management fees paid by ETE to ETP, which management fees will no longer be paid subsequent to March 31, 2017.
|
|
Six Months Ended
June 30, |
||||||
|
2017
|
|
2016
|
||||
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
|
$
|
405
|
|
|
$
|
507
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Contributions to unconsolidated affiliate
|
(861
|
)
|
|
(65
|
)
|
||
Capital expenditures
|
(1
|
)
|
|
(15
|
)
|
||
Contributions in aid of construction costs
|
6
|
|
|
—
|
|
||
Net cash used in investing activities
|
(856
|
)
|
|
(80
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds from borrowings
|
2,072
|
|
|
145
|
|
||
Principal payments on debt
|
(1,740
|
)
|
|
(120
|
)
|
||
Proceeds from affiliate
|
87
|
|
|
88
|
|
||
Distributions to partners
|
(501
|
)
|
|
(540
|
)
|
||
Units issued for cash
|
568
|
|
|
—
|
|
||
Debt issuance costs
|
(35
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
451
|
|
|
(427
|
)
|
||
INCREASE IN CASH AND CASH EQUIVALENTS
|
—
|
|
|
—
|
|
||
CASH AND CASH EQUIVALENTS, beginning of period
|
2
|
|
|
1
|
|
||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
2
|
|
|
$
|
1
|
|
•
|
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
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
Segment Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment in ETP
|
$
|
1,599
|
|
|
$
|
1,370
|
|
|
$
|
229
|
|
|
$
|
3,013
|
|
|
$
|
2,782
|
|
|
$
|
231
|
|
Investment in Sunoco LP
|
220
|
|
|
164
|
|
|
56
|
|
|
375
|
|
|
323
|
|
|
52
|
|
||||||
Investment in Lake Charles LNG
|
44
|
|
|
44
|
|
|
—
|
|
|
88
|
|
|
88
|
|
|
—
|
|
||||||
Corporate and Other
|
(9
|
)
|
|
(68
|
)
|
|
59
|
|
|
(22
|
)
|
|
(105
|
)
|
|
83
|
|
||||||
Adjustments and Eliminations
|
(83
|
)
|
|
(68
|
)
|
|
(15
|
)
|
|
(137
|
)
|
|
(125
|
)
|
|
(12
|
)
|
||||||
Total
|
1,771
|
|
|
1,442
|
|
|
329
|
|
|
3,317
|
|
|
2,963
|
|
|
354
|
|
||||||
Depreciation, depletion and amortization
|
(604
|
)
|
|
(537
|
)
|
|
(67
|
)
|
|
(1,208
|
)
|
|
(1,048
|
)
|
|
(160
|
)
|
||||||
Interest expense, net
|
(485
|
)
|
|
(443
|
)
|
|
(42
|
)
|
|
(966
|
)
|
|
(862
|
)
|
|
(104
|
)
|
||||||
Losses on interest rate derivatives
|
(25
|
)
|
|
(81
|
)
|
|
56
|
|
|
(20
|
)
|
|
(151
|
)
|
|
131
|
|
||||||
Non-cash unit-based compensation expense
|
(20
|
)
|
|
(22
|
)
|
|
2
|
|
|
(47
|
)
|
|
(23
|
)
|
|
(24
|
)
|
||||||
Unrealized gains (losses) on commodity risk management activities
|
29
|
|
|
(24
|
)
|
|
53
|
|
|
98
|
|
|
(84
|
)
|
|
182
|
|
||||||
Losses on extinguishments of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
||||||
Inventory valuation adjustments
|
(91
|
)
|
|
181
|
|
|
(272
|
)
|
|
(103
|
)
|
|
168
|
|
|
(271
|
)
|
||||||
Equity in earnings of unconsolidated affiliates
|
49
|
|
|
95
|
|
|
(46
|
)
|
|
136
|
|
|
156
|
|
|
(20
|
)
|
||||||
Adjusted EBITDA related to unconsolidated affiliates
|
(164
|
)
|
|
(184
|
)
|
|
20
|
|
|
(349
|
)
|
|
(346
|
)
|
|
(3
|
)
|
||||||
Adjusted EBITDA related to discontinued operations
|
(111
|
)
|
|
(71
|
)
|
|
(40
|
)
|
|
(161
|
)
|
|
(127
|
)
|
|
(34
|
)
|
||||||
Other, net
|
45
|
|
|
46
|
|
|
(1
|
)
|
|
65
|
|
|
40
|
|
|
25
|
|
||||||
Income before income tax expense (benefit)
|
394
|
|
|
402
|
|
|
(8
|
)
|
|
737
|
|
|
686
|
|
|
51
|
|
||||||
Income tax expense (benefit)
|
21
|
|
|
(7
|
)
|
|
28
|
|
|
60
|
|
|
(62
|
)
|
|
122
|
|
||||||
Income from continuing operations
|
373
|
|
|
409
|
|
|
(36
|
)
|
|
677
|
|
|
748
|
|
|
(71
|
)
|
||||||
Income (loss) from discontinued operations, net of income taxes
|
(256
|
)
|
|
15
|
|
|
(271
|
)
|
|
(270
|
)
|
|
12
|
|
|
(282
|
)
|
||||||
Net income
|
$
|
117
|
|
|
$
|
424
|
|
|
$
|
(307
|
)
|
|
$
|
407
|
|
|
$
|
760
|
|
|
$
|
(353
|
)
|
•
|
increases of $10 million and $47 million, respectively, 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
|
•
|
increases of $29 million and
$49 million
, respectively, of expense recognized by ETP primarily attributable to the Dakota Access and ETCO term loans that became effective in August 2016.
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
Revenues
|
$
|
6,576
|
|
|
$
|
5,289
|
|
|
$
|
1,287
|
|
|
$
|
13,471
|
|
|
$
|
9,770
|
|
|
$
|
3,701
|
|
Cost of products sold
|
4,742
|
|
|
3,630
|
|
|
1,112
|
|
|
9,934
|
|
|
6,598
|
|
|
3,336
|
|
||||||
Unrealized (gains) losses on commodity risk management activities
|
(34
|
)
|
|
18
|
|
|
(52
|
)
|
|
(98
|
)
|
|
81
|
|
|
(179
|
)
|
||||||
Operating expenses, excluding non-cash compensation expense
|
(421
|
)
|
|
(375
|
)
|
|
(46
|
)
|
|
(793
|
)
|
|
(723
|
)
|
|
(70
|
)
|
||||||
Selling, general and administrative, excluding non-cash compensation expense
|
(109
|
)
|
|
(78
|
)
|
|
(31
|
)
|
|
(209
|
)
|
|
(163
|
)
|
|
(46
|
)
|
||||||
Inventory valuation adjustments
|
58
|
|
|
(132
|
)
|
|
190
|
|
|
56
|
|
|
(106
|
)
|
|
162
|
|
||||||
Adjusted EBITDA related to unconsolidated affiliates
|
247
|
|
|
252
|
|
|
(5
|
)
|
|
486
|
|
|
471
|
|
|
15
|
|
||||||
Other
|
24
|
|
|
26
|
|
|
(2
|
)
|
|
34
|
|
|
50
|
|
|
(16
|
)
|
||||||
Segment Adjusted EBITDA
|
$
|
1,599
|
|
|
$
|
1,370
|
|
|
$
|
229
|
|
|
$
|
3,013
|
|
|
$
|
2,782
|
|
|
$
|
231
|
|
•
|
an increase of
$114 million
in ETP’s midstream operations primarily due to a $67 million increase in non-fee based margins due to higher realized crude, NGL and natural gas prices and increased volumes in the Permian region and a $44 million increase in fee-based revenues due to minimum volume commitments in South Texas, increased volumes in the Permian and Northeast regions, and recent acquisitions, including PennTex;
|
•
|
an increase of
$50 million
in ETP’s NGL and refined products transportation and services operations due to an increases in transportation margin of
$34 million
, primarily due to higher volumes on Texas NGL pipelines and the ramp-up of volumes on the Mariner East system, and an increase in fractionation and refinery services margin of
$21 million
, primarily due to higher NGL volumes from most major producing regions, partially offset by an increase in selling, general and administrative expenses due to higher allocations and lower capitalized overhead resulting from reduced capital spending; and
|
•
|
an increase of
$155 million
in ETP’s crude oil transportation and services operations primarily due to an increase of
$66 million
due to the impact of LIFO accounting and an increase of
$129 million
due to improved results from crude oil pipelines, joint ventures, and terminal activities, partially offset by an increase of
$18 million
increase in selling, general and administrative expenses driven largely by merger-related expenses and legal and environmental reserves; partially offset by
|
•
|
a decrease of
$1 million
in ETP’s intrastate transportation and storage operations resulting from an increase of
$5 million
in operating expenses offset by a
$1 million
decrease in selling, general and administrative expenses and a
$3 million
increase in Adjusted EBITDA from the Trans-Pecos and Comanche Trail pipelines that were placed in service in 2017;
|
•
|
a decrease of
$16 million
in ETP’s interstate transportation and storage operations due to an aggregate
$27 million
decrease in revenue on the Panhandle, Trunkline and Transwestern pipelines primarily due to lack of customer demand driven by weak spreads and mild weather. The decrease in revenues was partially offset by lower operating expenses and selling, general and administrative expenses; and
|
•
|
a decrease of approximately
$73 million
in ETP’s all other operations, primarily due to due to higher operating expenses of
$18 million
due to an increase in revenue-generating horsepower in ETP’s compression business, an increase of
$10 million
in selling, general and administrative expenses primarily from lower transaction-related expenses, a decrease of
$27 million
in Adjusted EBITDA related to our investment in PES, and a decrease of
$19 million
related to the termination of ETP’s management fees paid by ETE that ended in 2016; partially offset by a one-time fee of
$15 million
received from a joint venture affiliate in the three months ended June 30, 2017.
|
•
|
an increase of
$171 million
in ETP’s midstream operations primarily due to a $144 million increase in non-fee based margins due to higher realized crude, NGL and natural gas prices and increased volumes in the Permian region and a $66 million increase in fee-based revenues due to minimum volume commitments in South Texas, increased volumes in the Permian and Northeast regions, and recent acquisitions, including PennTex. These increases in gross margin were partially offset by increases in operating expenses of $13 million due to recent acquisitions and increases in selling, general and administrative expenses due to a decrease in capitalized overhead, an increase in shared services allocation, an increase in insurance allocation and additional costs from the PennTex acquisition;
|
•
|
an increase of
$84 million
in ETP’s NGL and refined products transportation and services operations due to an increases in transportation margin of
$71 million
, primarily due to higher volumes on Texas NGL pipelines and the ramp-up of volumes on the Mariner East system, and an increase in fractionation and refinery services margin of
$42 million
, primarily due to higher NGL volumes from most major producing regions, partially offset by decrease of
$5 million
in marketing margin (excluding changes in unrealized gains of
$84 million
) primarily due to the timing of the recognition of margin from optimization activities; and
|
•
|
an increase of
$82 million
in ETP’s crude oil transportation and services operations primarily due to an increase of $197 million due to improved results from crude oil pipelines, joint ventures, and terminal activities, including the impacts of expansion projects and acquisitions, partially offset by a decrease of
$46 million
due to the impact of LIFO accounting, lower results from crude oil acquisition and marketing activities of
$45 million
and an increase in selling, general and administrative expenses of
$21 million
driven largely by merger-related expenses and legal and environmental reserves; partially offset by
|
•
|
a decrease of
$11 million
in ETP’s intrastate transportation and storage operations primarily due to a
$10 million
increase in operating expenses from higher maintenance and project related expenses;
|
•
|
a decrease of
$43 million
in ETP’s interstate transportation and storage operations due to an aggregate
$51 million
decrease in revenue on the Panhandle, Trunkline and Transwestern pipelines primarily due to lack of customer demand driven by weak spreads and mild weather. The decrease in revenues was partially offset by lower operating expenses and selling, general and administrative expenses; and
|
•
|
a decrease of approximately
$52 million
in ETP’s all other operations, primarily due to due to higher operating expenses of
$18 million
due to an increase in revenue-generating horsepower in ETP’s compression business, an increase of
$4 million
in selling, general and administrative expenses primarily from lower transaction-related expenses, a decrease of
$5 million
in Adjusted EBITDA related to our investment in PES, and a decrease of
$38 million
related to the termination of ETP’s management fees paid by ETE that ended in 2016; partially offset by a one-time fee of
$15 million
received from a joint venture affiliate in the three months ended June 30, 2017.
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
Revenues
|
$
|
2,400
|
|
|
$
|
2,123
|
|
|
$
|
277
|
|
|
$
|
4,775
|
|
|
$
|
3,751
|
|
|
$
|
1,024
|
|
Cost of products sold
|
2,235
|
|
|
1,896
|
|
|
339
|
|
|
4,426
|
|
|
3,315
|
|
|
1,111
|
|
||||||
Operating expenses, excluding non-cash compensation expense
|
(58
|
)
|
|
(59
|
)
|
|
1
|
|
|
(120
|
)
|
|
(109
|
)
|
|
(11
|
)
|
||||||
Selling, general and administrative, excluding non-cash compensation expense
|
(35
|
)
|
|
(33
|
)
|
|
(2
|
)
|
|
(63
|
)
|
|
(77
|
)
|
|
14
|
|
||||||
Inventory valuation adjustments
|
32
|
|
|
(50
|
)
|
|
82
|
|
|
48
|
|
|
(61
|
)
|
|
109
|
|
||||||
Unrealized gains on commodity risk management activities
|
5
|
|
|
6
|
|
|
(1
|
)
|
|
—
|
|
|
3
|
|
|
(3
|
)
|
||||||
Adjusted EBITDA from discontinued operations
|
111
|
|
|
71
|
|
|
40
|
|
|
161
|
|
|
127
|
|
|
34
|
|
||||||
Other
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
4
|
|
|
(4
|
)
|
||||||
Segment Adjusted EBITDA
|
$
|
220
|
|
|
$
|
164
|
|
|
$
|
56
|
|
|
$
|
375
|
|
|
$
|
323
|
|
|
$
|
52
|
|
•
|
an increase in wholesale motor fuel revenue of $277 million due to a higher sales price per wholesale motor fuel gallon, and an increase in wholesale motor fuel gallons sold. This increase in revenues was offset by a $339 million increase in cost of products sold, including the impact of $82 million of unfavorable inventory adjustment changes, which added back in the calculation of Segment Adjusted EBITDA; and
|
•
|
an increase of $40 million related to Sunoco LP’s retail operations that have been classified as discontinued operations.
|
•
|
an increase in wholesale motor fuel revenue of $1 billion due to a higher sales price per wholesale motor fuel gallon, and an increase in wholesale motor fuel gallons sold offset by higher cost of products sold primarily due to an unfavorable inventory adjustment changes;
|
•
|
an increase of $34 million related to Sunoco LP’s retail operations that have been classified as discontinued operations; and
|
•
|
an increase in other operating expenses of $
11 million
primarily attributable to our retail business which has expanded through third-party acquisitions as well as through the construction of new-to-industry sites; offset by
|
•
|
a decrease in selling, general and administrative expenses of $
14 million
primarily due to due to higher advertising costs and salaries and wages.
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
Revenues
|
$
|
50
|
|
|
$
|
49
|
|
|
$
|
1
|
|
|
$
|
99
|
|
|
$
|
98
|
|
|
$
|
1
|
|
Operating expenses, excluding non-cash compensation expense
|
(4
|
)
|
|
(5
|
)
|
|
1
|
|
|
(9
|
)
|
|
(9
|
)
|
|
—
|
|
||||||
Selling, general and administrative, excluding non-cash compensation expense
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Segment Adjusted EBITDA
|
$
|
44
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
88
|
|
|
$
|
88
|
|
|
$
|
—
|
|
|
June 30, 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
|
1,202
|
|
|
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
|
575
|
|
|
657
|
|
||
Sunoco LP Senior Notes, Term Loan and lease-related obligation
|
3,582
|
|
|
3,561
|
|
||
Credit Facilities and Commercial Paper:
|
|
|
|
||||
ETLP $3.75 billion Revolving Credit Facility due November 2019
(1)
|
1,542
|
|
|
2,777
|
|
||
Sunoco Logistics $2.50 billion Revolving Credit Facility due March 2020
(2)
|
1,673
|
|
|
1,292
|
|
||
Sunoco Logistics $1.00 billion 364-Day Credit Facility due December 2017
(3)
|
—
|
|
|
630
|
|
||
Sunoco LP $1.5 billion Revolving Credit Facility due September 2019
|
825
|
|
|
1,000
|
|
||
Bakken Term Note
|
2,500
|
|
|
1,100
|
|
||
PennTex $275 million Revolving Credit Facility due December 2019
|
148
|
|
|
168
|
|
||
Other Long-Term Debt
|
5
|
|
|
31
|
|
||
Unamortized premiums and fair value adjustments, net
|
83
|
|
|
101
|
|
||
Deferred debt issuance costs
|
(258
|
)
|
|
(257
|
)
|
||
Total
|
44,454
|
|
|
43,802
|
|
||
Less: Current maturities of long-term debt
|
1,370
|
|
|
1,194
|
|
||
Long-term debt and notes payable, less current maturities
|
$
|
43,084
|
|
|
$
|
42,608
|
|
(1)
|
Includes
$1.54 billion
and
$777 million
of commercial paper outstanding at
June 30, 2017
and
December 31, 2016
, respectively.
|
(2)
|
Includes
$241 million
and
$50 million
of commercial paper outstanding at
June 30, 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 December 31, 2016 as Sunoco Logistics had the ability and intent to refinance such borrowings on a long-term basis. This 364-Day Credit Facility was terminated and repaid in May 2017.
|
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
|
|
|
June 30, 2017
(1)
|
|
August 7, 2017
|
|
August 21, 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 9, ETE Series A Convertible 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
|
|
|
June 30, 2017
|
|
August 7, 2017
|
|
August 21, 2017
|
|
0.1100
|
|
|
Six Months Ended
June 30, |
||||||
|
2017
|
|
2016
|
||||
Limited Partners
|
$
|
500
|
|
|
$
|
480
|
|
General Partner interest
|
2
|
|
|
1
|
|
||
Total Parent Company distributions
|
$
|
502
|
|
|
$
|
481
|
|
|
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
|
|
Six Months Ended
June 30, |
||||||
|
2017
|
|
2016
|
||||
Distributions from ETP:
|
|
|
|
||||
Limited Partner interests
|
$
|
30
|
|
|
$
|
5
|
|
Class H Units
|
—
|
|
|
171
|
|
||
General Partner interest
|
8
|
|
|
16
|
|
||
IDRs
|
773
|
|
|
666
|
|
||
IDR relinquishments net of Class I Unit distributions
|
(319
|
)
|
|
(144
|
)
|
||
Total distributions from ETP
|
492
|
|
|
714
|
|
||
Distributions from Sunoco LP
|
|
|
|
||||
Limited Partner interests
|
4
|
|
|
4
|
|
||
IDRs
|
42
|
|
|
40
|
|
||
Series A Preferred
|
8
|
|
|
—
|
|
||
Total distributions from Sunoco LP
|
54
|
|
|
44
|
|
||
Total distributions received from subsidiaries
|
546
|
|
|
758
|
|
|
|
Total Year
|
||
2017 (remainder)
|
|
$
|
336
|
|
2018
|
|
153
|
|
|
2019
|
|
128
|
|
|
Each year beyond 2019
|
|
33
|
|
|
|
|
|
Marginal Percentage Interest in Distributions
|
||
|
|
Total Quarterly Distribution Target Amount
|
|
IDRs
|
|
Partners
(1)
|
Minimum Quarterly Distribution
|
|
$0.0750
|
|
—%
|
|
100%
|
First Target Distribution
|
|
up to $0.0833
|
|
—%
|
|
100%
|
Second Target Distribution
|
|
above $0.0833 up to $0.0958
|
|
13%
|
|
87%
|
Third Target Distribution
|
|
above $0.0958 up to $0.2638
|
|
35%
|
|
65%
|
Thereafter
|
|
above $0.2638
|
|
48%
|
|
52%
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
March 31, 2017
|
|
May 10, 2017
|
|
May 15, 2017
|
|
$
|
0.5350
|
|
June 30, 2017
|
|
August 7, 2017
|
|
August 14, 2017
|
|
0.5500
|
|
|
Six Months Ended
June 30, |
||||||||||
|
2017
|
|
2016
|
||||||||
|
ETP
|
|
Energy Transfer Partners, L.P.
|
|
Sunoco Logistics
|
||||||
Limited Partners:
|
|
|
|
|
|
||||||
Common Units held by public
|
$
|
1,156
|
|
|
$
|
1,053
|
|
|
$
|
223
|
|
Common Units held by ETP
|
—
|
|
|
—
|
|
|
66
|
|
|||
Common Units held by ETE
|
30
|
|
|
5
|
|
|
—
|
|
|||
Class H Units held by ETE
|
—
|
|
|
171
|
|
|
—
|
|
|||
General Partner interest
|
8
|
|
|
16
|
|
|
7
|
|
|||
Incentive distributions held by ETE
|
773
|
|
|
666
|
|
|
183
|
|
|||
IDR relinquishments
|
(319
|
)
|
|
(144
|
)
|
|
—
|
|
|||
Total distributions declared to partners
|
$
|
1,648
|
|
|
$
|
1,767
|
|
|
$
|
479
|
|
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
|
|
|
June 30, 2017
|
|
August 7, 2017
|
|
August 15, 2017
|
|
0.8255
|
|
|
Six Months Ended
June 30, |
||||||
|
2017
|
|
2016
|
||||
Limited Partners:
|
|
|
|
||||
Common units held by public
|
$
|
89
|
|
|
$
|
81
|
|
Common and subordinated units held by ETP
|
100
|
|
|
71
|
|
||
Common and subordinated units held by ETE
|
4
|
|
|
4
|
|
||
General Partner interest and Incentive distributions
|
42
|
|
|
40
|
|
||
Series A Preferred
|
8
|
|
|
—
|
|
||
Total distributions declared
|
$
|
243
|
|
|
$
|
196
|
|
•
|
The estimated future cash flows were based on management’s forecasted cash flows and reflected long-term growth that management believed was reasonable.
|
•
|
The discount rate applied to the estimated cash flows was based on an assumed weighted average cost of capital calculated using information on the capital structures of six peer companies.
|
•
|
A multiple was applied to expected EBITDA for 2017, with the multiple based on consideration of the reporting unit’s growth, size, profitability, geographic diversity, and risk profile compared with those of the same peer group that was used in the calculation of the discount rate discussed in the discounted cash flow model assumptions above.
|
•
|
The model also reflected a control premium, which was estimated at an equity level based on observed transaction premiums and based on the hypothetical capital structure for the industry, as well as considering the specific attributes of the reporting unit.
|
|
June 30, 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
|
465,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(682,500
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Basis Swaps IFERC/NYMEX
(1)
|
33,112,500
|
|
|
3
|
|
|
1
|
|
|
2,242,500
|
|
|
(1
|
)
|
|
—
|
|
||||
Options – Puts
|
11,500,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Power (Megawatt):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Forwards
|
497,530
|
|
|
1
|
|
|
1
|
|
|
391,880
|
|
|
(1
|
)
|
|
1
|
|
||||
Futures
|
(212,880
|
)
|
|
—
|
|
|
—
|
|
|
109,564
|
|
|
—
|
|
|
—
|
|
||||
Options — Puts
|
(364,000
|
)
|
|
—
|
|
|
2
|
|
|
(50,400
|
)
|
|
—
|
|
|
—
|
|
||||
Options — Calls
|
607,200
|
|
|
—
|
|
|
1
|
|
|
186,400
|
|
|
1
|
|
|
—
|
|
||||
Crude (Bbls):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Futures
|
(1,569,000
|
)
|
|
4
|
|
|
7
|
|
|
(617,000
|
)
|
|
(4
|
)
|
|
6
|
|
||||
(Non-Trading)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural Gas (MMBtu):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basis Swaps IFERC/NYMEX
|
(3,630,000
|
)
|
|
(2
|
)
|
|
2
|
|
|
10,750,000
|
|
|
2
|
|
|
—
|
|
||||
Swing Swaps IFERC
|
39,900,000
|
|
|
1
|
|
|
1
|
|
|
(5,662,500
|
)
|
|
(1
|
)
|
|
1
|
|
||||
Fixed Swaps/Futures
|
(39,230,000
|
)
|
|
6
|
|
|
5
|
|
|
(52,652,500
|
)
|
|
(27
|
)
|
|
19
|
|
||||
Forward Physical Contracts
|
(9,302,540
|
)
|
|
3
|
|
|
4
|
|
|
(22,492,489
|
)
|
|
1
|
|
|
—
|
|
||||
Natural Gas Liquid and Crude (Bbls) — Forwards/Swaps
|
(4,405,400
|
)
|
|
7
|
|
|
22
|
|
|
(5,786,627
|
)
|
|
(40
|
)
|
|
35
|
|
||||
Refined Products (Bbls) — Futures
|
(1,370,000
|
)
|
|
(7
|
)
|
|
6
|
|
|
(3,144,000
|
)
|
|
(21
|
)
|
|
18
|
|
||||
Corn (Bushels) — Futures
|
(2,015,000
|
)
|
|
—
|
|
|
—
|
|
|
1,580,000
|
|
|
—
|
|
|
1
|
|
||||
Fair Value Hedging Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Non-Trading)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural Gas (MMBtu):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basis Swaps IFERC/NYMEX
|
(32,440,000
|
)
|
|
(1
|
)
|
|
—
|
|
|
(36,370,000
|
)
|
|
2
|
|
|
1
|
|
||||
Fixed Swaps/Futures
|
(32,440,000
|
)
|
|
7
|
|
|
10
|
|
|
(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)
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
July 2017
(2)
|
|
Forward-starting to pay a fixed rate of 3.90% and receive a floating rate
|
|
$
|
—
|
|
|
$
|
500
|
|
July 2018
(2)
|
|
Forward-starting to pay a fixed rate of 3.76% and receive a floating rate
|
|
300
|
|
|
200
|
|
||
July 2019
(2)
|
|
Forward-starting to pay a fixed rate of 3.64% and receive a floating rate
|
|
300
|
|
|
200
|
|
||
July 2020
(2)
|
|
Forward-starting to pay a fixed rate of 3.52% and receive a floating rate
|
|
400
|
|
|
—
|
|
||
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.
|
Exhibit Number
|
|
Description
|
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:
|
August 9, 2017
|
By:
|
|
/s/ Thomas E. Long
|
|
|
|
|
Thomas E. Long
|
|
|
|
|
Group Chief Financial Officer (duly
authorized to sign on behalf of the registrant)
|
1 Year Energy Transfer Equity Chart |
1 Month Energy Transfer Equity Chart |
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