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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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Rover
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Rover Pipeline LLC
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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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September 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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469
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$
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463
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Accounts receivable, net
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3,551
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3,557
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Accounts receivable from related companies
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90
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47
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Inventories
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1,957
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2,103
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Derivative assets
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42
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21
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Other current assets
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433
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503
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Current assets held for sale
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4,147
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291
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Total current assets
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10,689
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6,985
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||
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||||
Property, plant and equipment
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68,730
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61,158
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Accumulated depreciation and depletion
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(9,463
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)
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(7,905
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)
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59,267
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53,253
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||||
Advances to and investments in unconsolidated affiliates
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3,177
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3,040
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Other non-current assets, net
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891
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816
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Intangible assets, net
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6,195
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5,489
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Goodwill
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5,161
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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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85,380
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$
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79,011
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September 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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3,994
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$
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3,502
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Accounts payable to related companies
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46
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42
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Derivative liabilities
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129
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172
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Accrued and other current liabilities
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2,881
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2,367
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Current maturities of long-term debt
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716
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1,194
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Liabilities associated with assets held for sale
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81
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—
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Total current liabilities
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7,847
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7,277
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Long-term debt, less current maturities
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44,495
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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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132
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76
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Deferred income taxes
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5,027
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5,112
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Other non-current liabilities
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1,218
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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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||||
Preferred units of subsidiary
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—
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33
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Redeemable noncontrolling interests
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21
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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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)
|
||
Limited Partners:
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||||
Common Unitholders
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(1,566
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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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377
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180
|
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||
Total partners’ deficit
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(1,192
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)
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(1,694
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)
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||
Noncontrolling interest
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27,832
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24,211
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Total equity
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26,640
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22,517
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||
Total liabilities and equity
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$
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85,380
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$
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79,011
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Three Months Ended
September 30, |
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Nine Months Ended
September 30, |
||||||||||||
|
2017
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|
2016
|
|
2017
|
|
2016
|
||||||||
REVENUES
|
|
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||||||||
Natural gas sales
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$
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1,098
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$
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1,070
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$
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3,132
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$
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2,603
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NGL sales
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1,749
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1,249
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4,782
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3,339
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||||
Crude sales
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2,273
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1,649
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6,751
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4,572
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||||
Gathering, transportation and other fees
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1,068
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1,028
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3,244
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3,118
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||||
Refined product sales
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2,706
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2,243
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7,928
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6,249
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||||
Other
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580
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|
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466
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1,800
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1,346
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|
||||
Total revenues
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9,474
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7,705
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27,637
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21,227
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||||
COSTS AND EXPENSES
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|
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||||||||
Cost of products sold
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7,078
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|
5,776
|
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|
21,028
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|
|
15,430
|
|
||||
Operating expenses
|
636
|
|
|
526
|
|
|
1,779
|
|
|
1,540
|
|
||||
Depreciation, depletion and amortization
|
632
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|
|
548
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|
1,840
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1,596
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||||
Selling, general and administrative
|
142
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|
|
209
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|
|
484
|
|
|
515
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|
||||
Total costs and expenses
|
8,488
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|
7,059
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|
25,131
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|
19,081
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|
||||
OPERATING INCOME
|
986
|
|
|
646
|
|
|
2,506
|
|
|
2,146
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|
||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
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|
||||||||
Interest expense, net
|
(505
|
)
|
|
(474
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)
|
|
(1,471
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)
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(1,336
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)
|
||||
Equity in earnings of unconsolidated affiliates
|
92
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|
|
49
|
|
|
228
|
|
|
205
|
|
||||
Impairment of investment in an unconsolidated affiliate
|
—
|
|
|
(308
|
)
|
|
—
|
|
|
(308
|
)
|
||||
Losses on extinguishments of debt
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
||||
Losses on interest rate derivatives
|
(8
|
)
|
|
(28
|
)
|
|
(28
|
)
|
|
(179
|
)
|
||||
Other, net
|
76
|
|
|
55
|
|
|
168
|
|
|
98
|
|
||||
INCOME (LOSS) BEFORE INCOME TAX BENEFIT
|
641
|
|
|
(60
|
)
|
|
1,378
|
|
|
626
|
|
||||
Income tax benefit
|
(157
|
)
|
|
(89
|
)
|
|
(97
|
)
|
|
(151
|
)
|
||||
INCOME FROM CONTINUING OPERATIONS
|
798
|
|
|
29
|
|
|
1,475
|
|
|
777
|
|
||||
Income (loss) from discontinued operations, net of income taxes
|
6
|
|
|
12
|
|
|
(264
|
)
|
|
24
|
|
||||
NET INCOME
|
804
|
|
|
41
|
|
|
1,211
|
|
|
801
|
|
||||
Less: Net income (loss) attributable to noncontrolling interest
|
552
|
|
|
(168
|
)
|
|
508
|
|
|
39
|
|
||||
NET INCOME ATTRIBUTABLE TO PARTNERS
|
252
|
|
|
209
|
|
|
703
|
|
|
762
|
|
||||
General Partner’s interest in net income
|
1
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Convertible Unitholders’ interest in income
|
11
|
|
|
2
|
|
|
25
|
|
|
3
|
|
||||
Limited Partners’ interest in net income
|
$
|
240
|
|
|
$
|
207
|
|
|
$
|
676
|
|
|
$
|
757
|
|
INCOME FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT:
|
|
|
|
|
|
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||||||||
Basic
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$
|
0.22
|
|
|
$
|
0.20
|
|
|
$
|
0.64
|
|
|
$
|
0.72
|
|
Diluted
|
$
|
0.22
|
|
|
$
|
0.19
|
|
|
$
|
0.62
|
|
|
$
|
0.71
|
|
NET INCOME PER LIMITED PARTNER UNIT:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.22
|
|
|
$
|
0.20
|
|
|
$
|
0.63
|
|
|
$
|
0.72
|
|
Diluted
|
$
|
0.22
|
|
|
$
|
0.19
|
|
|
$
|
0.61
|
|
|
$
|
0.71
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
804
|
|
|
$
|
41
|
|
|
$
|
1,211
|
|
|
$
|
801
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Change in value of available-for-sale securities
|
2
|
|
|
—
|
|
|
5
|
|
|
5
|
|
||||
Actuarial gain (loss) relating to pension and other postretirement benefit plans
|
5
|
|
|
—
|
|
|
2
|
|
|
(3
|
)
|
||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Change in other comprehensive income (loss) from unconsolidated affiliates
|
—
|
|
|
2
|
|
|
(1
|
)
|
|
(9
|
)
|
||||
|
7
|
|
|
2
|
|
|
6
|
|
|
(8
|
)
|
||||
Comprehensive income
|
811
|
|
|
43
|
|
|
1,217
|
|
|
793
|
|
||||
Less: Comprehensive income (loss) attributable to noncontrolling interest
|
559
|
|
|
(166
|
)
|
|
514
|
|
|
31
|
|
||||
Comprehensive income attributable to partners
|
$
|
252
|
|
|
$
|
209
|
|
|
$
|
703
|
|
|
$
|
762
|
|
|
General Partner
|
|
Common Unitholders
|
|
Series A Convertible Preferred Units
|
|
Noncontrolling Interest
|
|
Total
|
||||||||||
Balance, December 31, 2016
|
$
|
(3
|
)
|
|
$
|
(1,871
|
)
|
|
$
|
180
|
|
|
$
|
24,211
|
|
|
$
|
22,517
|
|
Distributions to partners
|
(2
|
)
|
|
(750
|
)
|
|
—
|
|
|
—
|
|
|
(752
|
)
|
|||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,180
|
)
|
|
(2,180
|
)
|
|||||
Distributions reinvested
|
—
|
|
|
(173
|
)
|
|
173
|
|
|
—
|
|
|
—
|
|
|||||
Subsidiary units issued
|
—
|
|
|
(56
|
)
|
|
(1
|
)
|
|
1,692
|
|
|
1,635
|
|
|||||
Issuance of common units
|
—
|
|
|
568
|
|
|
—
|
|
|
—
|
|
|
568
|
|
|||||
Capital contributions received from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
1,907
|
|
|
1,907
|
|
|||||
PennTex unit acquisition
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(278
|
)
|
|
(280
|
)
|
|||||
Non-cash compensation expense, net of units tendered by employees for tax withholdings
|
—
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|
69
|
|
|||||
Sale of Bakken Pipeline interest
|
—
|
|
|
42
|
|
|
—
|
|
|
1,958
|
|
|
2,000
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|||||
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(61
|
)
|
|
(61
|
)
|
|||||
Net income
|
2
|
|
|
676
|
|
|
25
|
|
|
508
|
|
|
1,211
|
|
|||||
Balance, September 30, 2017
|
$
|
(3
|
)
|
|
$
|
(1,566
|
)
|
|
$
|
377
|
|
|
$
|
27,832
|
|
|
$
|
26,640
|
|
|
Nine Months Ended
September 30, |
||||||
|
2017
|
|
2016
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
1,211
|
|
|
$
|
801
|
|
Reconciliation of net income to net cash provided by operating activities:
|
|
|
|
||||
Impairment of investment in an unconsolidated affiliate
|
—
|
|
|
308
|
|
||
Loss (income) from discontinued operations
|
264
|
|
|
(24
|
)
|
||
Depreciation, depletion and amortization
|
1,840
|
|
|
1,596
|
|
||
Deferred income taxes
|
(120
|
)
|
|
(139
|
)
|
||
Unit-based compensation expense
|
76
|
|
|
46
|
|
||
Inventory valuation adjustments
|
(38
|
)
|
|
(203
|
)
|
||
Equity in earnings of unconsolidated affiliates
|
(228
|
)
|
|
(205
|
)
|
||
Distributions from unconsolidated affiliates
|
211
|
|
|
190
|
|
||
Other
|
(134
|
)
|
|
(197
|
)
|
||
Net change in operating assets and liabilities, net of effects of acquisition
|
222
|
|
|
48
|
|
||
Net cash provided by operating activities
|
3,304
|
|
|
2,221
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Proceeds from Bakken Pipeline Transaction
|
2,000
|
|
|
—
|
|
||
Cash paid for acquisition of PennTex noncontrolling interest
|
(280
|
)
|
|
—
|
|
||
Cash paid for acquisitions, net of cash received
|
(293
|
)
|
|
(330
|
)
|
||
Capital expenditures, excluding allowance for equity funds used during construction
|
(6,102
|
)
|
|
(5,877
|
)
|
||
Contributions to unconsolidated affiliates
|
(230
|
)
|
|
(47
|
)
|
||
Distributions from unconsolidated affiliates in excess of cumulative earnings
|
115
|
|
|
112
|
|
||
Other
|
30
|
|
|
58
|
|
||
Net cash used in investing activities
|
(4,760
|
)
|
|
(6,084
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Proceeds from borrowings
|
23,988
|
|
|
18,288
|
|
||
Repayments of long-term debt
|
(22,586
|
)
|
|
(13,955
|
)
|
||
Cash received from affiliate notes
|
—
|
|
|
1,606
|
|
||
Cash paid on affiliate notes
|
(255
|
)
|
|
(1,607
|
)
|
||
Subsidiary units issued for cash
|
1,635
|
|
|
2,097
|
|
||
Units issued for cash
|
568
|
|
|
—
|
|
||
Distributions to partners
|
(752
|
)
|
|
(780
|
)
|
||
Distributions to noncontrolling interest
|
(2,156
|
)
|
|
(2,027
|
)
|
||
Capital contributions received from noncontrolling interest
|
919
|
|
|
187
|
|
||
Other
|
(58
|
)
|
|
110
|
|
||
Net cash provided by financing activities
|
1,303
|
|
|
3,919
|
|
||
DISCONTINUED OPERATIONS
|
|
|
|
||||
Operating activities
|
245
|
|
|
168
|
|
||
Investing activities
|
(82
|
)
|
|
(359
|
)
|
||
Changes in cash included in current assets held for sale
|
(4
|
)
|
|
12
|
|
||
Net increase (decrease) in cash and cash equivalents of discontinued operations
|
159
|
|
|
(179
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
6
|
|
|
(123
|
)
|
||
Cash and cash equivalents, beginning of period
|
463
|
|
|
581
|
|
||
Cash and cash equivalents, end of period
|
$
|
469
|
|
|
$
|
458
|
|
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
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Carrying amount of assets classified as held for sale:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
24
|
|
|
$
|
20
|
|
Inventories
|
183
|
|
|
188
|
|
||
Other current assets
|
91
|
|
|
83
|
|
||
Property, plant and equipment, net
|
2,132
|
|
|
2,185
|
|
||
Goodwill
|
1,216
|
|
|
1,568
|
|
||
Intangible assets, net
|
499
|
|
|
503
|
|
||
Other non-current assets, net
|
2
|
|
|
2
|
|
||
Total assets classified as held for sale in the Consolidated Balance Sheet
|
$
|
4,147
|
|
|
$
|
4,549
|
|
|
|
|
|
||||
Carrying amount of liabilities classified as held for sale:
|
|
|
|
||||
Other current and non-current liabilities
|
81
|
|
|
68
|
|
||
Total liabilities classified as held for sale in the Consolidated Balance Sheet
|
$
|
81
|
|
|
$
|
68
|
|
|
Nine Months Ended
September 30, |
||||||
|
2017
|
|
2016
|
||||
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
1,237
|
|
|
$
|
1,001
|
|
Losses from subsidiary common unit issuances, net
|
(57
|
)
|
|
(3
|
)
|
||
NON-CASH FINANCING ACTIVITIES:
|
|
|
|
||||
Contribution of property, plant and equipment from noncontrolling interest
|
$
|
988
|
|
|
$
|
—
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Natural gas and NGLs
|
$
|
609
|
|
|
$
|
699
|
|
Crude oil
|
696
|
|
|
683
|
|
||
Refined products
|
413
|
|
|
483
|
|
||
Other
|
239
|
|
|
238
|
|
||
Total inventories
|
$
|
1,957
|
|
|
$
|
2,103
|
|
|
|
|
Fair Value Measurements at
September 30, 2017 |
||||||||
|
Fair Value Total
|
|
Level 1
|
|
Level 2
|
||||||
Assets:
|
|
|
|
|
|
||||||
Commodity derivatives:
|
|
|
|
|
|
||||||
Natural Gas:
|
|
|
|
|
|
||||||
Basis Swaps IFERC/NYMEX
|
16
|
|
|
16
|
|
|
—
|
|
|||
Swing Swaps IFERC
|
2
|
|
|
—
|
|
|
2
|
|
|||
Fixed Swaps/Futures
|
28
|
|
|
28
|
|
|
—
|
|
|||
Forward Physical Swaps
|
3
|
|
|
—
|
|
|
3
|
|
|||
Power:
|
|
|
|
|
|
||||||
Forwards
|
11
|
|
|
—
|
|
|
11
|
|
|||
Futures
|
1
|
|
|
1
|
|
|
—
|
|
|||
Options — Puts
|
1
|
|
|
1
|
|
|
—
|
|
|||
Natural Gas Liquids – Forwards/Swaps
|
213
|
|
|
213
|
|
|
—
|
|
|||
Refined Products — Futures
|
4
|
|
|
4
|
|
|
—
|
|
|||
Crude – Futures
|
2
|
|
|
2
|
|
|
—
|
|
|||
Total commodity derivatives
|
281
|
|
|
265
|
|
|
16
|
|
|||
Total assets
|
$
|
281
|
|
|
$
|
265
|
|
|
$
|
16
|
|
Liabilities:
|
|
|
|
|
|
||||||
Interest rate derivatives
|
$
|
(210
|
)
|
|
$
|
—
|
|
|
$
|
(210
|
)
|
Commodity derivatives:
|
|
|
|
|
|
||||||
Natural Gas:
|
|
|
|
|
|
||||||
Basis Swaps IFERC/NYMEX
|
(22
|
)
|
|
(22
|
)
|
|
—
|
|
|||
Swing Swaps IFERC
|
(3
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||
Fixed Swaps/Futures
|
(22
|
)
|
|
(22
|
)
|
|
—
|
|
|||
Forward Physical Swaps
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Power:
|
|
|
|
|
|
||||||
Forwards
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||
Futures
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Natural Gas Liquids – Forwards/Swaps
|
(261
|
)
|
|
(261
|
)
|
|
—
|
|
|||
Refined Products — Futures
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|||
Crude — Futures
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Total commodity derivatives
|
(323
|
)
|
|
(311
|
)
|
|
(12
|
)
|
|||
Total liabilities
|
$
|
(533
|
)
|
|
$
|
(311
|
)
|
|
$
|
(222
|
)
|
|
|
|
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
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Income from continuing operations
|
$
|
798
|
|
|
$
|
29
|
|
|
$
|
1,475
|
|
|
$
|
777
|
|
Less: Income (loss) from continuing operations attributable to noncontrolling interest
|
546
|
|
|
(180
|
)
|
|
763
|
|
|
15
|
|
||||
Income from continuing operations, net of noncontrolling interest
|
252
|
|
|
209
|
|
|
712
|
|
|
762
|
|
||||
Less: General Partner’s interest in income
|
1
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Less: Convertible Unitholders’ interest in income
|
11
|
|
|
2
|
|
|
25
|
|
|
3
|
|
||||
Income from continuing operations available to Limited Partners
|
$
|
240
|
|
|
$
|
207
|
|
|
$
|
685
|
|
|
$
|
757
|
|
Basic Income from Continuing Operations per Limited Partner Unit:
|
|
|
|
|
|
|
|
||||||||
Weighted average limited partner units
|
1,079.1
|
|
|
1,045.5
|
|
|
1,077.9
|
|
|
1,045.0
|
|
||||
Basic income from continuing operations per Limited Partner unit
|
$
|
0.22
|
|
|
$
|
0.20
|
|
|
$
|
0.64
|
|
|
$
|
0.72
|
|
Basic loss from discontinued operations per Limited Partner unit
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.00
|
|
Diluted Income from Continuing Operations per Limited Partner Unit:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations available to Limited Partners
|
$
|
240
|
|
|
$
|
207
|
|
|
$
|
685
|
|
|
$
|
757
|
|
Dilutive effect of equity-based compensation of subsidiaries and distributions to Convertible Unitholders
|
10
|
|
|
2
|
|
|
25
|
|
|
3
|
|
||||
Diluted income from continuing operations available to Limited Partners
|
$
|
250
|
|
|
$
|
209
|
|
|
$
|
710
|
|
|
$
|
760
|
|
Weighted average limited partner units
|
1,079.1
|
|
|
1,045.5
|
|
|
1,077.9
|
|
|
1,045.0
|
|
||||
Dilutive effect of unconverted unit awards and Convertible Units
|
69.2
|
|
|
55.2
|
|
|
69.4
|
|
|
26.3
|
|
||||
Diluted weighted average limited partner units
|
1,148.3
|
|
|
1,100.7
|
|
|
1,147.3
|
|
|
1,071.3
|
|
||||
Diluted income from continuing operations per Limited Partner unit
|
$
|
0.22
|
|
|
$
|
0.19
|
|
|
$
|
0.62
|
|
|
$
|
0.71
|
|
Diluted loss from discontinued operations per Limited Partner unit
|
$
|
0.00
|
|
|
$
|
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 September 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
|
|
September 30, 2017
(1)
|
|
November 7, 2017
|
|
November 20, 2017
|
|
0.2950
|
|
(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
|
|
|
September 30, 2017
|
|
November 7, 2017
|
|
November 20, 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
|
|
|
September 30, 2017
|
|
November 7, 2017
|
|
November 14, 2017
|
|
0.5650
|
|
|
|
Total Year
|
||
2017 (remainder)
|
|
$
|
173
|
|
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
|
|
|
September 30, 2017
|
|
November 7, 2017
|
|
November 14, 2017
|
|
0.8255
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Available-for-sale securities
|
$
|
7
|
|
|
$
|
2
|
|
Foreign currency translation adjustment
|
(5
|
)
|
|
(5
|
)
|
||
Actuarial gain related to pensions and other postretirement benefits
|
9
|
|
|
7
|
|
||
Investments in unconsolidated affiliates, net
|
3
|
|
|
4
|
|
||
Subtotal
|
14
|
|
|
8
|
|
||
Amounts attributable to noncontrolling interest
|
(14
|
)
|
|
(8
|
)
|
||
Total AOCI, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
10.
|
INCOME TAXES
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Rental expense
|
$
|
42
|
|
|
$
|
31
|
|
|
$
|
106
|
|
|
$
|
94
|
|
Less: Sublease rental income
|
(6
|
)
|
|
(6
|
)
|
|
(19
|
)
|
|
(18
|
)
|
||||
Rental expense, net
|
$
|
36
|
|
|
$
|
25
|
|
|
$
|
87
|
|
|
$
|
76
|
|
•
|
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
September 30, 2017
,
Sunoco, Inc. had been named as a PRP at approximately
44
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.
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Current
|
$
|
42
|
|
|
$
|
31
|
|
Non-current
|
302
|
|
|
318
|
|
||
Total environmental liabilities
|
$
|
344
|
|
|
$
|
349
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||
|
Notional Volume
|
|
Maturity
|
|
Notional Volume
|
|
Maturity
|
||
Mark-to-Market Derivatives
|
|
|
|
|
|
|
|
||
(Trading)
|
|
|
|
|
|
|
|
||
Natural Gas (MMBtu):
|
|
|
|
|
|
|
|
||
Fixed Swaps/Futures
|
1,297,500
|
|
|
2017-2018
|
|
(682,500
|
)
|
|
2017
|
Basis Swaps IFERC/NYMEX
(1)
|
(15,810,000
|
)
|
|
2017-2019
|
|
2,242,500
|
|
|
2017
|
Options – Puts
|
13,000,000
|
|
|
2018
|
|
—
|
|
|
—
|
Power (Megawatt):
|
|
|
|
|
|
|
|
||
Forwards
|
665,040
|
|
|
2017-2018
|
|
391,880
|
|
|
2017-2018
|
Futures
|
(213,840
|
)
|
|
2017-2018
|
|
109,564
|
|
|
2017-2018
|
Options — Puts
|
(280,800
|
)
|
|
2017-2018
|
|
(50,400
|
)
|
|
2017
|
Options — Calls
|
545,600
|
|
|
2017-2018
|
|
186,400
|
|
|
2017
|
Crude (Bbls):
|
|
|
|
|
|
|
|
||
Futures
|
(160,000
|
)
|
|
2017
|
|
(617,000
|
)
|
|
2017
|
(Non-Trading)
|
|
|
|
|
|
|
|
||
Natural Gas (MMBtu):
|
|
|
|
|
|
|
|
||
Basis Swaps IFERC/NYMEX
|
67,500
|
|
|
2017-2020
|
|
10,750,000
|
|
|
2017-2018
|
Swing Swaps IFERC
|
91,897,500
|
|
|
2017-2019
|
|
(5,662,500
|
)
|
|
2017
|
Fixed Swaps/Futures
|
(20,220,000
|
)
|
|
2017-2019
|
|
(52,652,500
|
)
|
|
2017-2019
|
Forward Physical Contracts
|
(140,937,993
|
)
|
|
2017-2018
|
|
(22,492,489
|
)
|
|
2017
|
Natural Gas Liquid and Crude (Bbls) — Forwards/Swaps
|
(8,744,200
|
)
|
|
2017-2019
|
|
(5,786,627
|
)
|
|
2017
|
Refined Products (Bbls) — Futures
|
(1,947,000
|
)
|
|
2017-2018
|
|
(3,144,000
|
)
|
|
2017
|
Corn (Bushels) — Futures
|
650,000
|
|
|
2017-2018
|
|
1,580,000
|
|
|
2017
|
Fair Value Hedging Derivatives
|
|
|
|
|
|
|
|
||
(Non-Trading)
|
|
|
|
|
|
|
|
||
Natural Gas (MMBtu):
|
|
|
|
|
|
|
|
||
Basis Swaps IFERC/NYMEX
|
(41,102,500
|
)
|
|
2017
|
|
(36,370,000
|
)
|
|
2017
|
Fixed Swaps/Futures
|
(41,102,500
|
)
|
|
2017
|
|
(36,370,000
|
)
|
|
2017
|
Hedged Item — Inventory
|
41,102,500
|
|
|
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)
|
|
September 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
|
||||||||||||
|
September 30, 2017
|
|
December 31, 2016
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives (margin deposits)
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives (margin deposits)
|
$
|
222
|
|
|
$
|
338
|
|
|
$
|
(262
|
)
|
|
$
|
(416
|
)
|
Commodity derivatives
|
52
|
|
|
25
|
|
|
(61
|
)
|
|
(58
|
)
|
||||
Interest rate derivatives
|
—
|
|
|
—
|
|
|
(210
|
)
|
|
(193
|
)
|
||||
Embedded derivatives in the ETP Preferred Units
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
|
274
|
|
|
363
|
|
|
(533
|
)
|
|
(668
|
)
|
||||
Total derivatives
|
$
|
281
|
|
|
$
|
363
|
|
|
$
|
(533
|
)
|
|
$
|
(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
September 30, |
|
Nine Months Ended
September 30, |
|||||||||||||
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Derivatives in fair value hedging relationships (including hedged item):
|
|
|
|
|
|
|
|
|||||||||||
Commodity derivatives
|
|
Cost of products sold
|
|
$
|
2
|
|
|
$
|
(9
|
)
|
|
$
|
4
|
|
|
$
|
8
|
|
Total
|
|
|
|
$
|
2
|
|
|
$
|
(9
|
)
|
|
$
|
4
|
|
|
$
|
8
|
|
|
|
Location of Gain/(Loss)
Recognized in Income
on Derivatives
|
|
Amount of Gain/(Loss) Recognized in Income on Derivatives
|
||||||||||||||
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|||||||||||||
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||||
Commodity derivatives —Trading
|
|
Cost of products sold
|
|
$
|
(5
|
)
|
|
$
|
(7
|
)
|
|
$
|
21
|
|
|
$
|
(24
|
)
|
Commodity derivatives —Non-trading
|
|
Cost of products sold
|
|
(25
|
)
|
|
(16
|
)
|
|
(6
|
)
|
|
(61
|
)
|
||||
Interest rate derivatives
|
|
Losses on interest rate derivatives
|
|
(8
|
)
|
|
(28
|
)
|
|
(28
|
)
|
|
(179
|
)
|
||||
Embedded derivatives
|
|
Other, net
|
|
—
|
|
|
8
|
|
|
1
|
|
|
4
|
|
||||
Total
|
|
|
|
$
|
(38
|
)
|
|
$
|
(43
|
)
|
|
$
|
(12
|
)
|
|
$
|
(260
|
)
|
•
|
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
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Segment Adjusted EBITDA:
|
|
|
|
|
|
|
|
||||||||
Investment in ETP
|
$
|
1,744
|
|
|
$
|
1,390
|
|
|
$
|
4,757
|
|
|
$
|
4,172
|
|
Investment in Sunoco LP
|
199
|
|
|
189
|
|
|
574
|
|
|
512
|
|
||||
Investment in Lake Charles LNG
|
43
|
|
|
45
|
|
|
131
|
|
|
133
|
|
||||
Corporate and Other
|
(3
|
)
|
|
(37
|
)
|
|
(25
|
)
|
|
(142
|
)
|
||||
Adjustments and Eliminations
|
(74
|
)
|
|
(83
|
)
|
|
(211
|
)
|
|
(208
|
)
|
||||
Total
|
1,909
|
|
|
1,504
|
|
|
5,226
|
|
|
4,467
|
|
||||
Depreciation, depletion and amortization
|
(632
|
)
|
|
(548
|
)
|
|
(1,840
|
)
|
|
(1,596
|
)
|
||||
Interest expense, net
|
(505
|
)
|
|
(474
|
)
|
|
(1,471
|
)
|
|
(1,336
|
)
|
||||
Losses on interest rate derivatives
|
(8
|
)
|
|
(28
|
)
|
|
(28
|
)
|
|
(179
|
)
|
||||
Non-cash unit-based compensation expense
|
(29
|
)
|
|
(23
|
)
|
|
(76
|
)
|
|
(46
|
)
|
||||
Unrealized gains (losses) on commodity risk management activities
|
(76
|
)
|
|
(21
|
)
|
|
22
|
|
|
(105
|
)
|
||||
Losses on extinguishments of debt
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
||||
Inventory valuation adjustments
|
141
|
|
|
35
|
|
|
38
|
|
|
203
|
|
||||
Equity in earnings of unconsolidated affiliates
|
92
|
|
|
49
|
|
|
228
|
|
|
205
|
|
||||
Adjusted EBITDA related to unconsolidated affiliates
|
(205
|
)
|
|
(157
|
)
|
|
(554
|
)
|
|
(503
|
)
|
||||
Adjusted EBITDA related to discontinued operations
|
(92
|
)
|
|
(93
|
)
|
|
(253
|
)
|
|
(220
|
)
|
||||
Impairment of investment in an unconsolidated affiliate
|
—
|
|
|
(308
|
)
|
|
—
|
|
|
(308
|
)
|
||||
Other, net
|
46
|
|
|
4
|
|
|
111
|
|
|
44
|
|
||||
Income (loss) before income tax benefit
|
$
|
641
|
|
|
$
|
(60
|
)
|
|
$
|
1,378
|
|
|
$
|
626
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Assets:
|
|
|
|
||||
Investment in ETP
|
$
|
77,011
|
|
|
$
|
70,191
|
|
Investment in Sunoco LP
|
8,307
|
|
|
8,701
|
|
||
Investment in Lake Charles LNG
|
1,611
|
|
|
1,508
|
|
||
Corporate and Other
|
620
|
|
|
711
|
|
||
Adjustments and Eliminations
|
(2,169
|
)
|
|
(2,100
|
)
|
||
Total assets
|
$
|
85,380
|
|
|
$
|
79,011
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Investment in ETP:
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
$
|
6,876
|
|
|
$
|
5,488
|
|
|
$
|
20,168
|
|
|
$
|
15,167
|
|
Intersegment revenues
|
97
|
|
|
43
|
|
|
276
|
|
|
134
|
|
||||
|
6,973
|
|
|
5,531
|
|
|
20,444
|
|
|
15,301
|
|
||||
Investment in Sunoco LP:
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
2,549
|
|
|
2,167
|
|
|
7,321
|
|
|
5,912
|
|
||||
Intersegment revenues
|
6
|
|
|
—
|
|
|
9
|
|
|
6
|
|
||||
|
2,555
|
|
|
2,167
|
|
|
7,330
|
|
|
5,918
|
|
||||
Investment in Lake Charles LNG:
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
49
|
|
|
50
|
|
|
148
|
|
|
148
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Adjustments and Eliminations
|
(103
|
)
|
|
(43
|
)
|
|
(285
|
)
|
|
(140
|
)
|
||||
Total revenues
|
$
|
9,474
|
|
|
$
|
7,705
|
|
|
$
|
27,637
|
|
|
$
|
21,227
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Intrastate Transportation and Storage
|
$
|
729
|
|
|
$
|
583
|
|
|
$
|
2,196
|
|
|
$
|
1,457
|
|
Interstate Transportation and Storage
|
220
|
|
|
231
|
|
|
652
|
|
|
714
|
|
||||
Midstream
|
665
|
|
|
582
|
|
|
1,863
|
|
|
1,799
|
|
||||
NGL and refined products transportation and services
|
1,989
|
|
|
1,397
|
|
|
5,874
|
|
|
4,014
|
|
||||
Crude oil transportation and services
|
2,714
|
|
|
1,856
|
|
|
7,749
|
|
|
5,146
|
|
||||
All Other
|
656
|
|
|
882
|
|
|
2,110
|
|
|
2,171
|
|
||||
Total revenues
|
6,973
|
|
|
5,531
|
|
|
20,444
|
|
|
15,301
|
|
||||
Less: Intersegment revenues
|
97
|
|
|
43
|
|
|
276
|
|
|
134
|
|
||||
Revenues from external customers
|
$
|
6,876
|
|
|
$
|
5,488
|
|
|
$
|
20,168
|
|
|
$
|
15,167
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Retail operations
|
$
|
88
|
|
|
$
|
80
|
|
|
$
|
247
|
|
|
$
|
241
|
|
Wholesale operations
|
2,467
|
|
|
2,087
|
|
|
7,083
|
|
|
5,677
|
|
||||
Total revenues
|
2,555
|
|
|
2,167
|
|
|
7,330
|
|
|
5,918
|
|
||||
Less: Intersegment revenues
|
6
|
|
|
—
|
|
|
9
|
|
|
6
|
|
||||
Revenues from external customers
|
$
|
2,549
|
|
|
$
|
2,167
|
|
|
$
|
7,321
|
|
|
$
|
5,912
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
2
|
|
Accounts receivable from related companies
|
64
|
|
|
55
|
|
||
Other current assets
|
2
|
|
|
—
|
|
||
Total current assets
|
66
|
|
|
57
|
|
||
Property, plant and equipment, net
|
27
|
|
|
36
|
|
||
Advances to and investments in unconsolidated affiliates
|
6,031
|
|
|
5,088
|
|
||
Intangible assets, net
|
—
|
|
|
1
|
|
||
Goodwill
|
9
|
|
|
9
|
|
||
Other non-current assets, net
|
17
|
|
|
10
|
|
||
Total assets
|
$
|
6,150
|
|
|
$
|
5,201
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
—
|
|
|
$
|
1
|
|
Accounts payable to related companies
|
—
|
|
|
22
|
|
||
Interest payable
|
79
|
|
|
66
|
|
||
Accrued and other current liabilities
|
3
|
|
|
3
|
|
||
Total current liabilities
|
82
|
|
|
92
|
|
||
Long-term debt, less current maturities
|
6,684
|
|
|
6,358
|
|
||
Long-term notes payable – related companies
|
574
|
|
|
443
|
|
||
Other non-current liabilities
|
2
|
|
|
2
|
|
||
Commitments and contingencies
|
|
|
|
||||
Partners’ capital:
|
|
|
|
||||
General Partner
|
(3
|
)
|
|
(3
|
)
|
||
Limited Partners:
|
|
|
|
||||
Common Unitholders
|
(1,566
|
)
|
|
(1,871
|
)
|
||
Series A Convertible Preferred Units
|
377
|
|
|
180
|
|
||
Total partners’ deficit
|
(1,192
|
)
|
|
(1,694
|
)
|
||
Total liabilities and equity
|
$
|
6,150
|
|
|
$
|
5,201
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
(1)
|
$
|
(3
|
)
|
|
$
|
(75
|
)
|
|
$
|
(25
|
)
|
|
$
|
(156
|
)
|
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(88
|
)
|
|
(81
|
)
|
|
(257
|
)
|
|
(244
|
)
|
||||
Equity in earnings of unconsolidated affiliates
|
343
|
|
|
367
|
|
|
1,012
|
|
|
1,166
|
|
||||
Losses on extinguishments of debt
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
||||
Other, net
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
(4
|
)
|
||||
NET INCOME
|
252
|
|
|
209
|
|
|
703
|
|
|
762
|
|
||||
General Partner’s interest in net income
|
1
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Convertible Unitholders’ interest in income
|
11
|
|
|
2
|
|
|
25
|
|
|
3
|
|
||||
Limited Partners’ interest in net income
|
$
|
240
|
|
|
$
|
207
|
|
|
$
|
676
|
|
|
$
|
757
|
|
(1)
|
Prior periods include management fees paid by ETE to ETP, which management fees will no longer be paid subsequent to March 31, 2017.
|
|
Nine Months Ended
September 30, |
||||||
|
2017
|
|
2016
|
||||
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
|
$
|
620
|
|
|
$
|
718
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Contributions to unconsolidated affiliate
|
(861
|
)
|
|
(70
|
)
|
||
Capital expenditures
|
(1
|
)
|
|
(15
|
)
|
||
Contributions in aid of construction costs
|
7
|
|
|
—
|
|
||
Net cash used in investing activities
|
(855
|
)
|
|
(85
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds from borrowings
|
2,116
|
|
|
180
|
|
||
Principal payments on debt
|
(1,795
|
)
|
|
(155
|
)
|
||
Proceeds from affiliate
|
131
|
|
|
129
|
|
||
Distributions to partners
|
(752
|
)
|
|
(780
|
)
|
||
Units issued for cash
|
568
|
|
|
—
|
|
||
Debt issuance costs
|
(35
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
233
|
|
|
(626
|
)
|
||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(2
|
)
|
|
7
|
|
||
CASH AND CASH EQUIVALENTS, beginning of period
|
2
|
|
|
1
|
|
||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
—
|
|
|
$
|
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
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
Segment Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment in ETP
|
$
|
1,744
|
|
|
$
|
1,390
|
|
|
$
|
354
|
|
|
$
|
4,757
|
|
|
$
|
4,172
|
|
|
$
|
585
|
|
Investment in Sunoco LP
|
199
|
|
|
189
|
|
|
10
|
|
|
574
|
|
|
512
|
|
|
62
|
|
||||||
Investment in Lake Charles LNG
|
43
|
|
|
45
|
|
|
(2
|
)
|
|
131
|
|
|
133
|
|
|
(2
|
)
|
||||||
Corporate and Other
|
(3
|
)
|
|
(37
|
)
|
|
34
|
|
|
(25
|
)
|
|
(142
|
)
|
|
117
|
|
||||||
Adjustments and Eliminations
|
(74
|
)
|
|
(83
|
)
|
|
9
|
|
|
(211
|
)
|
|
(208
|
)
|
|
(3
|
)
|
||||||
Total
|
1,909
|
|
|
1,504
|
|
|
405
|
|
|
5,226
|
|
|
4,467
|
|
|
759
|
|
||||||
Depreciation, depletion and amortization
|
(632
|
)
|
|
(548
|
)
|
|
(84
|
)
|
|
(1,840
|
)
|
|
(1,596
|
)
|
|
(244
|
)
|
||||||
Interest expense, net
|
(505
|
)
|
|
(474
|
)
|
|
(31
|
)
|
|
(1,471
|
)
|
|
(1,336
|
)
|
|
(135
|
)
|
||||||
Losses on interest rate derivatives
|
(8
|
)
|
|
(28
|
)
|
|
20
|
|
|
(28
|
)
|
|
(179
|
)
|
|
151
|
|
||||||
Non-cash unit-based compensation expense
|
(29
|
)
|
|
(23
|
)
|
|
(6
|
)
|
|
(76
|
)
|
|
(46
|
)
|
|
(30
|
)
|
||||||
Unrealized gains (losses) on commodity risk management activities
|
(76
|
)
|
|
(21
|
)
|
|
(55
|
)
|
|
22
|
|
|
(105
|
)
|
|
127
|
|
||||||
Losses on extinguishments of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
||||||
Inventory valuation adjustments
|
141
|
|
|
35
|
|
|
106
|
|
|
38
|
|
|
203
|
|
|
(165
|
)
|
||||||
Equity in earnings of unconsolidated affiliates
|
92
|
|
|
49
|
|
|
43
|
|
|
228
|
|
|
205
|
|
|
23
|
|
||||||
Adjusted EBITDA related to unconsolidated affiliates
|
(205
|
)
|
|
(157
|
)
|
|
(48
|
)
|
|
(554
|
)
|
|
(503
|
)
|
|
(51
|
)
|
||||||
Adjusted EBITDA related to discontinued operations
|
(92
|
)
|
|
(93
|
)
|
|
1
|
|
|
(253
|
)
|
|
(220
|
)
|
|
(33
|
)
|
||||||
Impairment of investment in an unconsolidated affiliate
|
—
|
|
|
(308
|
)
|
|
308
|
|
|
—
|
|
|
(308
|
)
|
|
308
|
|
||||||
Other, net
|
46
|
|
|
4
|
|
|
42
|
|
|
111
|
|
|
44
|
|
|
67
|
|
||||||
Income (loss) before income tax benefit
|
641
|
|
|
(60
|
)
|
|
701
|
|
|
1,378
|
|
|
626
|
|
|
752
|
|
||||||
Income tax benefit
|
(157
|
)
|
|
(89
|
)
|
|
(68
|
)
|
|
(97
|
)
|
|
(151
|
)
|
|
54
|
|
||||||
Income from continuing operations
|
798
|
|
|
29
|
|
|
769
|
|
|
1,475
|
|
|
777
|
|
|
698
|
|
||||||
Income (loss) from discontinued operations, net of income taxes
|
6
|
|
|
12
|
|
|
(6
|
)
|
|
(264
|
)
|
|
24
|
|
|
(288
|
)
|
||||||
Net income
|
$
|
804
|
|
|
$
|
41
|
|
|
$
|
763
|
|
|
$
|
1,211
|
|
|
$
|
801
|
|
|
$
|
410
|
|
•
|
increase of $4 million of expense recognized by Sunoco LP for the three months ended September 30, 2017 compared to the same period in the prior year primarily due to higher interest rates on Sunoco LP’s borrowings under its revolving credit facility that Sunoco LP entered into in September 2014 and an increase of $51 million of expense for the nine months ended September 30, 2017 compared to the same period in the prior year due to the issuance of Sunoco LP’s
|
•
|
increases of
$22 million
and
$71 million
, respectively, of expense recognized by ETP primarily attributable to increases in long-term debt, including the Dakota Access and ETCO term loans that became effective in August 2016.
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
Revenues
|
$
|
6,973
|
|
|
$
|
5,531
|
|
|
$
|
1,442
|
|
|
$
|
20,444
|
|
|
$
|
15,301
|
|
|
$
|
5,143
|
|
Cost of products sold
|
4,876
|
|
|
3,844
|
|
|
1,032
|
|
|
14,582
|
|
|
10,280
|
|
|
4,302
|
|
||||||
Unrealized (gains) losses on commodity risk management activities
|
81
|
|
|
15
|
|
|
66
|
|
|
(17
|
)
|
|
96
|
|
|
(113
|
)
|
||||||
Operating expenses, excluding non-cash compensation expense
|
(525
|
)
|
|
(464
|
)
|
|
(61
|
)
|
|
(1,543
|
)
|
|
(1,349
|
)
|
|
(194
|
)
|
||||||
Selling, general and administrative, excluding non-cash compensation expense
|
(95
|
)
|
|
(76
|
)
|
|
(19
|
)
|
|
(302
|
)
|
|
(239
|
)
|
|
(63
|
)
|
||||||
Inventory valuation adjustments
|
(86
|
)
|
|
(37
|
)
|
|
(49
|
)
|
|
(30
|
)
|
|
(143
|
)
|
|
113
|
|
||||||
Adjusted EBITDA related to unconsolidated affiliates
|
279
|
|
|
240
|
|
|
39
|
|
|
765
|
|
|
711
|
|
|
54
|
|
||||||
Other
|
(7
|
)
|
|
25
|
|
|
(32
|
)
|
|
22
|
|
|
75
|
|
|
(53
|
)
|
||||||
Segment Adjusted EBITDA
|
$
|
1,744
|
|
|
$
|
1,390
|
|
|
$
|
354
|
|
|
$
|
4,757
|
|
|
$
|
4,172
|
|
|
$
|
585
|
|
•
|
an increase of
$30 million
in ETP’s intrastate transportation and storage operations resulting from an increase of
$29 million
due to higher realized gains from pipeline optimization activity and an increase of
$9 million
in storage margin. These increases were offset by a decrease in transportation fees due to renegotiated contracts;
|
•
|
an increase of
$42 million
in ETP’s midstream operations primarily due to a
$24 million
increase in non-fee based margins due to higher realized crude oil and NGL prices and a
$31 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
$40 million
in ETP’s NGL and refined products transportation and services operations due to an increase in transportation margin of
$20 million
, primarily due to higher volumes on Texas NGL pipelines and the ramp-up of volumes on the Mariner East system; an increase in fractionation and refinery services margin of
$14 million
, primarily due to higher NGL volumes from most major producing regions; and an increase in terminal services margin of
$7 million
due to higher terminal volumes from the Mariner NGL projects; partially offset by an increase in operating expenses due to a legal settlement and a quarterly ad valorem tax true-up;
|
•
|
an increase of
$227 million
in ETP’s crude oil transportation and services operations due to an increase of
$194 million
resulting primarily from placing ETP’s Bakken Pipeline in service in the second quarter of 2017, as well as the acquisition of a crude oil gathering system in West Texas; an increase of
$28 million
from existing assets due to increased volumes throughout the system; and an increase of
$18 million
due to the impact of LIFO accounting; partially offset by an increase in operating expenses as a result of placing new projects in service and costs associated with increased volumes on the system; and
|
•
|
an increase of approximately
$20 million
in ETP’s all other operations, primarily due to an increase of
$25 million
in Adjusted EBITDA related to ETP’s investment in PES of
$34 million
, offset by decrease of
$9 million
from ETP’s investment in Sunoco LP. In addition, the three months ended September 30, 2017 experienced an increase of
$7 million
from commodity trading activities and an increase of
$4 million
from ETP’s compression operations. These increases were partially offset by higher transaction related expenses, and operating and maintenance expenses from an equipment lease buyout; partially offset by
|
•
|
a decrease of
$5 million
in ETP’s interstate transportation and storage operations due to an aggregate
$12 million
decrease in revenue, including decreases on the Panhandle, Trunkline and Transwestern pipelines primarily due to lack of customer demand driven by weak spreads and mild weather, and a decrease of
$3 million
revenues on the Tiger pipeline due to contract restructuring. The decrease in revenues was partially offset by
$10 million
of revenues from the Rover pipeline being placed in partial service in August 2017 and by higher income from unconsolidated joint ventures of
$9 million
primarily due to a legal settlement and lower operating expenses on Citrus.
|
•
|
an increase of
$19 million
in ETP’s intrastate transportation and storage operations resulting from a
$63 million
increase due to higher realized gains from pipeline optimization offset by a
$44 million
decrease in transportation fees due to renegotiated contracts;
|
•
|
an increase of
$213 million
in ETP’s midstream operations primarily due to a
$151 million
increase in non-fee based margins due to higher realized crude oil and NGL prices and increased volumes in the Permian region and a
$93 million
increase in fee-based revenues due to minimum volume commitments in South Texas as well as 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
$17 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
$124 million
in ETP’s NGL and refined products transportation and services operations due to an increase in transportation margin of
$91 million
, primarily due to higher volumes on Texas NGL pipelines and the ramp-up of volumes on the Mariner East system; an increase in fractionation and refinery services margin of
$56 million
, primarily due to higher NGL volumes from most major producing regions; and an increase of
$22 million
in marketing margin (excluding changes in unrealized gains of
$50 million
) primarily due to the timing of the recognition of margin from optimization activities; partially offset by an increase of
$39 million
in operating expenses primarily due to increased utilities costs associated with our fourth fractionator at Mont Belvieu and the Mariner project ramp up at the Marcus Hook Industrial Complex; and
|
•
|
an increase of
$309 million
in ETP’s crude oil transportation and services operations due to an increase of
$389 million
resulting primarily from placing ETP’s Bakken Pipeline in service in the second quarter of 2017, as well as the acquisition of a crude oil gathering system in West Texas; and an increase of
$11 million
from existing assets due to increased volumes throughout the system; partially offset by an increase in operating expenses as a result of placing new projects in service and costs associated with increased volumes on the system; partially offset by
|
•
|
a decrease of
$48 million
in ETP’s interstate transportation and storage operations due to an aggregate
$63 million
decrease in revenue, including decreases on the Panhandle, Trunkline and Transwestern pipelines primarily due to lack of customer demand driven by weak spreads and mild weather, and a decrease of
$17 million
revenues on the Tiger pipeline due to contract restructuring. The decrease in revenues was partially offset by
$10 million
of revenues from the Rover pipeline being placed in partial service in August 2017 and by lower operating expenses and selling, general and administrative expenses as well as an increase in income from unconsolidated joint ventures of
$7 million
primarily due to a legal settlement and lower operating expenses on Citrus offset by lower earnings from Midcontinent Express; and
|
•
|
a decrease of approximately
$32 million
in ETP’s all other operations, primarily due to a decrease of
$66 million
related to the termination of ETP’s management fees paid by ETE that ended in 2016 and an increase of
$39 million
in transaction related expenses partially offset by an increase of
$35 million
in Adjusted EBITDA related to unconsolidated affiliates, primarily comprising increases of
$29 million
from ETP’s investment in PES and
$3 million
from ETP’s investment in Sunoco LP, an increase of
$15 million
from commodity trading activities and lower expenses related to ETP’s compression operations.
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
Revenues
|
$
|
2,555
|
|
|
$
|
2,167
|
|
|
$
|
388
|
|
|
$
|
7,330
|
|
|
$
|
5,918
|
|
|
$
|
1,412
|
|
Cost of products sold
|
2,304
|
|
|
1,975
|
|
|
329
|
|
|
6,730
|
|
|
5,290
|
|
|
1,440
|
|
||||||
Operating expenses, excluding non-cash compensation expense
|
(62
|
)
|
|
(62
|
)
|
|
—
|
|
|
(182
|
)
|
|
(171
|
)
|
|
(11
|
)
|
||||||
Selling, general and administrative, excluding non-cash compensation expense
|
(21
|
)
|
|
(42
|
)
|
|
21
|
|
|
(84
|
)
|
|
(119
|
)
|
|
35
|
|
||||||
Inventory valuation adjustments
|
(56
|
)
|
|
1
|
|
|
(57
|
)
|
|
(8
|
)
|
|
(60
|
)
|
|
52
|
|
||||||
Unrealized gains (losses) on commodity risk management activities
|
(5
|
)
|
|
6
|
|
|
(11
|
)
|
|
(5
|
)
|
|
9
|
|
|
(14
|
)
|
||||||
Adjusted EBITDA from discontinued operations
|
92
|
|
|
93
|
|
|
(1
|
)
|
|
253
|
|
|
220
|
|
|
33
|
|
||||||
Other
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
5
|
|
|
(5
|
)
|
||||||
Segment Adjusted EBITDA
|
$
|
199
|
|
|
$
|
189
|
|
|
$
|
10
|
|
|
$
|
574
|
|
|
$
|
512
|
|
|
$
|
62
|
|
•
|
an increase in wholesale motor fuel revenue 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, excluding a $56 million favorable inventory adjustment change from 2016;
|
•
|
a net increase in other revenue consisting of merchandise, rental income and retail motor fuel of $8 million; and
|
•
|
a decrease in selling, general and administrative expenses of $21 million primarily due to higher costs in 2016 related to relocation, employee termination, and higher contract labor and professional fees as Sunoco LP transitioned offices in Philadelphia, Pennsylvania, Houston, Texas, and Corpus Christi, Texas, to Dallas during 2016.
|
•
|
an increase in wholesale motor fuel revenue 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;
|
•
|
a decrease in selling, general and administrative expenses of $
35 million
primarily due to higher costs in 2016 related to relocation, employee termination, and higher contract labor and professional fees as Sunoco LP transitioned offices in Philadelphia, Pennsylvania, Houston, Texas, and Corpus Christi, Texas, to Dallas during 2016; and
|
•
|
an increase in adjusted EBITDA from discontinued operations of $33 million primarily due to an increase of $73 million in the gross profit offset by an increase of $48 million in selling, general and administrative expenses related to discontinued operations; partially offset by
|
•
|
an increase in other operating expenses of $
11 million
primarily attributable to the acquisition of the fuels business from Emerge Energy Services LP in August of 2016 as well as increases of utilities, maintenance expenses, property taxes and credit card processing fees in our retail business.
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
Revenues
|
$
|
49
|
|
|
$
|
50
|
|
|
$
|
(1
|
)
|
|
$
|
148
|
|
|
$
|
148
|
|
|
$
|
—
|
|
Operating expenses, excluding non-cash compensation expense
|
(6
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
(15
|
)
|
|
(13
|
)
|
|
(2
|
)
|
||||||
Selling, general and administrative, excluding non-cash compensation expense
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
||||||
Segment Adjusted EBITDA
|
$
|
43
|
|
|
$
|
45
|
|
|
$
|
(2
|
)
|
|
$
|
131
|
|
|
$
|
133
|
|
|
$
|
(2
|
)
|
|
September 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
|
1,191
|
|
|
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
|
7,600
|
|
|
5,350
|
|
||
Transwestern Senior Notes
|
575
|
|
|
657
|
|
||
Sunoco LP Senior Notes, Term Loan and lease-related obligation
|
3,581
|
|
|
3,561
|
|
||
Credit Facilities and Commercial Paper:
|
|
|
|
||||
ETLP $3.75 billion Revolving Credit Facility due November 2019
(1)
|
2,056
|
|
|
2,777
|
|
||
Sunoco Logistics $2.50 billion Revolving Credit Facility due March 2020
(2)
|
35
|
|
|
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
|
644
|
|
|
1,000
|
|
||
Bakken Term Note
|
2,500
|
|
|
1,100
|
|
||
PennTex $275 million Revolving Credit Facility due December 2019
|
—
|
|
|
168
|
|
||
Other Long-Term Debt
|
5
|
|
|
31
|
|
||
Unamortized premiums and fair value adjustments, net
|
65
|
|
|
101
|
|
||
Deferred debt issuance costs
|
(268
|
)
|
|
(257
|
)
|
||
Total
|
45,211
|
|
|
43,802
|
|
||
Less: Current maturities of long-term debt
|
716
|
|
|
1,194
|
|
||
Long-term debt and notes payable, less current maturities
|
$
|
44,495
|
|
|
$
|
42,608
|
|
(1)
|
Includes
$2.06 billion
and
$777 million
of commercial paper outstanding at
September 30, 2017
and
December 31, 2016
, respectively.
|
(2)
|
Includes
$50 million
of commercial paper outstanding at
December 31, 2016
.
|
(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
|
|
|
September 30, 2017
|
|
November 7, 2017
|
|
November 20, 2017
|
|
0.2950
|
|
(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
|
|
|
September 30, 2017
|
|
November 7, 2017
|
|
November 20, 2017
|
|
0.1100
|
|
|
Nine Months Ended
September 30, |
||||||
|
2017
|
|
2016
|
||||
Limited Partners
|
$
|
757
|
|
|
$
|
721
|
|
General Partner interest
|
2
|
|
|
2
|
|
||
Total Parent Company distributions
|
$
|
759
|
|
|
$
|
723
|
|
|
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
|
|
Nine Months Ended
September 30, |
||||||
|
2017
|
|
2016
|
||||
Distributions from ETP:
|
|
|
|
||||
Limited Partner interests
|
$
|
45
|
|
|
$
|
8
|
|
Class H Units
|
—
|
|
|
263
|
|
||
General Partner interest
|
12
|
|
|
24
|
|
||
IDRs
|
1,204
|
|
|
1,012
|
|
||
IDR relinquishments net of Class I Unit distributions
|
(482
|
)
|
|
(271
|
)
|
||
Total distributions from ETP
|
779
|
|
|
1,036
|
|
||
Distributions from Sunoco LP
|
|
|
|
||||
Limited Partner interests
|
6
|
|
|
6
|
|
||
IDRs
|
63
|
|
|
60
|
|
||
Series A Preferred
|
15
|
|
|
—
|
|
||
Total distributions from Sunoco LP
|
84
|
|
|
66
|
|
||
Total distributions received from subsidiaries
|
863
|
|
|
1,102
|
|
|
|
Total Year
|
||
2017 (remainder)
|
|
$
|
173
|
|
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
|
|
|
September 30, 2017
|
|
November 7, 2017
|
|
November 14, 2017
|
|
0.5650
|
|
|
Nine Months Ended
September 30, |
||||||||||
|
2017
|
|
2016
|
||||||||
|
ETP
|
|
Energy Transfer Partners, L.P.
|
|
Sunoco Logistics
|
||||||
Limited Partners:
|
|
|
|
|
|
||||||
Common Units held by public
|
$
|
1,794
|
|
|
$
|
1,607
|
|
|
$
|
353
|
|
Common Units held by ETP
|
—
|
|
|
—
|
|
|
100
|
|
|||
Common Units held by ETE
|
45
|
|
|
8
|
|
|
—
|
|
|||
Class H Units held by ETE
|
—
|
|
|
263
|
|
|
—
|
|
|||
General Partner interest
|
12
|
|
|
24
|
|
|
11
|
|
|||
Incentive distributions held by ETE
|
1,204
|
|
|
1,012
|
|
|
289
|
|
|||
IDR relinquishments
|
(482
|
)
|
|
(271
|
)
|
|
(8
|
)
|
|||
Total distributions declared to partners
|
$
|
2,573
|
|
|
$
|
2,643
|
|
|
$
|
745
|
|
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
|
|
|
September 30, 2017
|
|
November 7, 2017
|
|
November 14, 2017
|
|
0.8255
|
|
|
Nine Months Ended
September 30, |
||||||
|
2017
|
|
2016
|
||||
Limited Partners:
|
|
|
|
||||
Common units held by public
|
$
|
133
|
|
|
$
|
122
|
|
Common and subordinated units held by ETP
|
150
|
|
|
107
|
|
||
Common and subordinated units held by ETE
|
6
|
|
|
6
|
|
||
General Partner interest and Incentive distributions
|
63
|
|
|
60
|
|
||
Series A Preferred
|
15
|
|
|
—
|
|
||
Total distributions declared
|
$
|
367
|
|
|
$
|
295
|
|
|
September 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
|
1,297,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(682,500
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Basis Swaps IFERC/NYMEX
(1)
|
(15,810,000
|
)
|
|
(4
|
)
|
|
—
|
|
|
2,242,500
|
|
|
(1
|
)
|
|
—
|
|
||||
Options – Puts
|
13,000,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Power (Megawatt):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Forwards
|
665,040
|
|
|
1
|
|
|
2
|
|
|
391,880
|
|
|
(1
|
)
|
|
1
|
|
||||
Futures
|
(213,840
|
)
|
|
—
|
|
|
1
|
|
|
109,564
|
|
|
—
|
|
|
—
|
|
||||
Options — Puts
|
(280,800
|
)
|
|
1
|
|
|
2
|
|
|
(50,400
|
)
|
|
—
|
|
|
—
|
|
||||
Options — Calls
|
545,600
|
|
|
—
|
|
|
1
|
|
|
186,400
|
|
|
1
|
|
|
—
|
|
||||
Crude (Bbls):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Futures
|
(160,000
|
)
|
|
1
|
|
|
1
|
|
|
(617,000
|
)
|
|
(4
|
)
|
|
6
|
|
||||
(Non-Trading)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural Gas (MMBtu):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basis Swaps IFERC/NYMEX
|
67,500
|
|
|
(3
|
)
|
|
2
|
|
|
10,750,000
|
|
|
2
|
|
|
—
|
|
||||
Swing Swaps IFERC
|
91,897,500
|
|
|
(2
|
)
|
|
—
|
|
|
(5,662,500
|
)
|
|
(1
|
)
|
|
1
|
|
||||
Fixed Swaps/Futures
|
(20,220,000
|
)
|
|
1
|
|
|
7
|
|
|
(52,652,500
|
)
|
|
(27
|
)
|
|
19
|
|
||||
Forward Physical Contracts
|
(140,937,993
|
)
|
|
3
|
|
|
43
|
|
|
(22,492,489
|
)
|
|
1
|
|
|
—
|
|
||||
Natural Gas Liquid and Crude (Bbls) — Forwards/Swaps
|
(8,744,200
|
)
|
|
(48
|
)
|
|
80
|
|
|
(5,786,627
|
)
|
|
(40
|
)
|
|
35
|
|
||||
Refined Products (Bbls) — Futures
|
(1,947,000
|
)
|
|
1
|
|
|
19
|
|
|
(3,144,000
|
)
|
|
(21
|
)
|
|
18
|
|
||||
Corn (Bushels) — Futures
|
650,000
|
|
|
—
|
|
|
—
|
|
|
1,580,000
|
|
|
—
|
|
|
1
|
|
||||
Fair Value Hedging Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Non-Trading)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural Gas (MMBtu):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basis Swaps IFERC/NYMEX
|
(41,102,500
|
)
|
|
2
|
|
|
—
|
|
|
(36,370,000
|
)
|
|
2
|
|
|
1
|
|
||||
Fixed Swaps/Futures
|
(41,102,500
|
)
|
|
5
|
|
|
12
|
|
|
(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)
|
|
September 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.
|
|
|
ENERGY TRANSFER EQUITY, L.P.
|
||
|
|
|
|
|
|
|
By:
|
|
LE GP, LLC, its General Partner
|
|
|
|
|
|
Date:
|
November 7, 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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