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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2017
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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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Title of each class
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Name of each exchange on which registered
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Common Units
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New York Stock Exchange
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PAGE
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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ITEM 15.
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ITEM 16
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/d
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per day
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Aloha
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Aloha Petroleum, Ltd
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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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AROs
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asset retirement obligations
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Bbls
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barrels
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BBtu
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billion British thermal units
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Bcf
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billion cubic feet
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Btu
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British thermal unit, an energy measurement used by gas companies to convert the volume of gas used to its heat equivalent, and thus calculate the actual energy content
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Capacity
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capacity of a pipeline, processing plant or storage facility refers to the maximum capacity under normal operating conditions and, with respect to pipeline transportation capacity, is subject to multiple factors (including natural gas injections and withdrawals at various delivery points along the pipeline and the utilization of compression) which may reduce the throughput capacity from specified capacity levels
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CDM
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CDM Resource Management LLC
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CDM E&T
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CDM Environmental & Technical Services LLC
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Citrus
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Citrus, LLC which owns 100% of FGT
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CrossCountry
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CrossCountry Energy, LLC
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Dakota Access
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Dakota Access, LLC
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DOE
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United States Department of Energy
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DOJ
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United States Department of Justice
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DOT
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United States Department of Transportation
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Eagle Rock
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Eagle Rock Energy Partners, L.P.
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ELG
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Edwards Lime Gathering, LLC
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EPA
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United States Environmental Protection Agency
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ETC FEP
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ETC Fayetteville Express Pipeline, LLC
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ETC MEP
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ETC Midcontinent Express Pipeline, L.L.C.
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ETC OLP
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La Grange Acquisition, L.P., which conducts business under the assumed name of Energy Transfer Company
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ETCO
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Energy Transfer Crude Oil Company, LLC
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ETG
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Energy Transfer Group, L.L.C.
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ETE Holdings
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ETE Common Holdings, LLC, a wholly-owned subsidiary of ETE
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ETP
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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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ETP Convertible Preferred Units
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ETP’s Series A Convertible Preferred Units
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ETP Series A Preferred Units
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Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
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ETP Series B Preferred Units
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Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
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Exchange Act
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Securities Exchange Act of 1934
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ExxonMobil
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Exxon Mobil Corporation
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FDOT/FTE
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Florida Department of Transportation, Florida’s Turnpike Enterprise
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FEP
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Fayetteville Express Pipeline LLC
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FERC
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Federal Energy Regulatory Commission
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FGT
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Florida Gas Transmission Company, LLC, which owns a natural gas pipeline system that originates in Texas and delivers natural gas to the Florida peninsula
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GAAP
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accounting principles generally accepted in the United States of America
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General Partner
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LE GP, LLC, the general partner of ETE
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HPC
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RIGS Haynesville Partnership Co. and its wholly-owned subsidiary, Regency Intrastate Gas LP
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IDRs
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incentive distribution rights
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KMI
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Kinder Morgan Inc.
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Lake Charles LNG
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Lake Charles LNG Company, LLC
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LCL
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Lake Charles LNG Export Company, LLC
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LIBOR
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London Interbank Offered Rate
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LNG
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liquefied natural gas
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LNG Holdings
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Lake Charles LNG Holdings, LLC
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Lone Star
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Lone Star NGL LLC
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LPG
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liquefied petroleum gas
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MACS
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Mid-Atlantic Convenience Stores, LLC
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MBbls
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thousand barrels
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MEP
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Midcontinent Express Pipeline LLC
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Sunoco Logistics Merger
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The merger of Sunoco Logistics with and into ETP, with ETP surviving the merger as a wholly owned subsidiary of Sunoco Logistics
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MMcf
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million cubic feet
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MTBE
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methyl tertiary butyl ether
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NGA
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Natural Gas Act of 1938
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NGL
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natural gas liquid, such as propane, butane and natural gasoline
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NGPA
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Natural Gas Policy Act of 1978
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NYMEX
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New York Mercantile Exchange
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NYSE
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New York Stock 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 and its subsidiaries
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PCBs
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polychlorinated biphenyls
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PennTex
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PennTex Midstream Partners, LP
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PEP
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Permian Express Partners LLC
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PEPL
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Panhandle Eastern Pipe Line Company, LP
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PES
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Philadelphia Energy Solutions
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PHMSA
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Pipeline Hazardous Materials Safety Administration
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Phillips 66
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Phillips 66 Partners LP
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Ranch JV
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Ranch Westex JV LLC
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Regency
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Regency Energy Partners LP
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Retail Holdings
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ETP Retail Holdings LLC, a subsidiary of ETP
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RGS
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Regency Gas Services, a wholly-owned subsidiary of Regency
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RIGS
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Regency Intrastate Gas System
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Rover
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Rover Pipeline LLC, a subsidiary of ETP
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Sea Robin
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Sea Robin Pipeline Company, LLC
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SEC
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Securities and Exchange Commission
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Southwest Gas
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Pan Gas Storage, LLC
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Sunoco GP
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Sunoco GP LLC, the general partner of Sunoco LP
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Sunoco Logistics
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Sunoco Logistics Partners L.P.
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Sunoco LP
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Sunoco LP (previously named Susser Petroleum Partners, LP)
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Sunoco Partners
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Sunoco Partners LLC, the general partner of Sunoco Logistics
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Susser
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Susser Holdings Corporation
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TCEQ
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Texas Commission on Environmental Quality
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Transwestern
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Transwestern Pipeline Company, LLC
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TRRC
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Texas Railroad Commission
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Trunkline
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Trunkline Gas Company, LLC, a subsidiary of Panhandle
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USAC
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USA Compression Partners, LP
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USAC Holdings
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USA Compression Holdings, LLC
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WMB
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The Williams Companies, Inc.
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WTI
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West Texas Intermediate Crude
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•
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In January 2017, ETE issued
32.2 million
common units representing limited partner interests in the Partnership to certain institutional investors in a private transaction for gross proceeds of approximately
$580 million
, which ETE used to purchase
23.7 million
newly issued ETP common units.
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In October 2017, ETE issued $1 billion aggregate principal amount of 4.25% senior notes due 2023. The $990 million net proceeds from the offering were used to repay a portion of the outstanding indebtedness under ETE’s term loan facility and for general partnership purposes.
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In February 2017, Bakken Holdings Company LLC, an entity in which ETP indirectly owns a
100%
membership interest, sold a
49%
interest in its wholly-owned subsidiary, Bakken Pipeline Investments LLC, to MarEn Bakken Company LLC, an entity jointly owned by MPLX LP and Enbridge Energy Partners, L.P., for
$2.00 billion
in cash.
Bakken Pipeline Investments LLC indirectly owns a
75%
interest in each of Dakota Access and ETCO. The remaining
25%
of each of Dakota Access and ETCO is owned by wholly-owned subsidiaries of Phillips 66. As discussed below, in July 2017, ETP contributed a portion of its ownership interest in Dakota Access and ETCO to PEP. ETP continues to consolidate Dakota Access and ETCO subsequent to this transaction.
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In February 2017, Sunoco Logistics formed PEP, a strategic joint venture with ExxonMobil. Sunoco Logistics contributed its Permian Express 1, Permian Express 2, Permian Longview and Louisiana Access pipelines. ExxonMobil contributed its Longview to Louisiana and Pegasus pipelines, Hawkins gathering system, an idle pipeline in southern Oklahoma, and its Patoka, Illinois terminal.
Assets contributed to PEP by ExxonMobil were reflected at fair value on the Partnership’s consolidated balance sheet at the date of the contribution, including
$547 million
of intangible assets and
$435 million
of property, plant and equipment.
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In April 2017, Energy Transfer Partners, L.P. and Sunoco Logistics completed a merger transaction (the “Sunoco Logistics Merger”) in which Sunoco Logistics acquired Energy Transfer Partners, L.P. in a unit-for-unit transaction, with the Energy Transfer Partners, L.P. unitholders receiving
1.5
common units of Sunoco Logistics for each Energy Transfer Partners, L.P. common unit they owned. In connection with the merger, Sunoco Logistics was renamed Energy Transfer Partners, L.P. and Sunoco Logistics’ general partner was merged with and into ETP GP, with ETP GP surviving as an indirect wholly-owned subsidiary of ETE.
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In July 2017, ETP contributed an approximate
15%
ownership interest in Dakota Access and ETCO to PEP, which resulted in an increase in ETP’s ownership interest in PEP to approximately
88%
.
ETP maintains a controlling financial and voting interest in PEP and is the operator of all of the assets. As such, PEP is reflected as a consolidated subsidiary of the Partnership. ExxonMobil’s interest in PEP is reflected as noncontrolling interest in the consolidated balance sheets.
ExxonMobil’s contribution resulted in an increase of
$988 million
in noncontrolling interest, which is reflected in “Capital contributions from noncontrolling interest” in the consolidated statement of equity.
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In October 2017, ETP completed the previously announced contribution transaction with a fund managed by Blackstone Energy Partners and Blackstone Capital Partners, pursuant to which ETP exchanged a
49.9%
interest in the holding company that owns
65%
of the Rover pipeline (“Rover Holdco”).
As a result, Rover Holdco is now owned
50.1%
by ETP and
49.9%
by Blackstone.
Upon closing, Blackstone contributed funds to reimburse ETP for its pro rata share of the Rover construction costs incurred by ETP through the closing date, along with the payment of additional amounts subject to certain adjustments.
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In January 2018, ETP entered into a contribution agreement (“CDM Contribution Agreement”) with ETP GP, ETC Compression, LLC, USAC and ETE, pursuant to which ETP will contribute to USAC 100% of the membership interests of CDM and CDM E&T for aggregate consideration of
$1.7 billion
, consisting of USAC common units, new USAC Class B units and cash. The Class B units will be substantially similar to USAC common units, except the Class B units will not receive distributions paid with respect to USAC common units prior to the one year anniversary of the closing date of the CDM Contribution Agreement. Each Class B Unit will convert into one USAC common unit on such one year anniversary. In connection with the foregoing, ETP entered into a purchase agreement with ETE, ETP LLC, USAC Holdings and, for certain limited purposes, R/C IV USACP Holdings, L.P., pursuant to which ETE and ETP LLC will acquire from USAC Holdings (i) all of the outstanding interests in the general partner of USAC and (ii)
12,466,912
USAC common units for
$250 million
in cash. The transactions are expected to close in the first half of 2018, subject to customary closing conditions.
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On January 18, 2017, with the assistance of a third-party brokerage firm, Sunoco LP launched a portfolio optimization plan to market and sell 97 real estate assets. Real estate assets included in this process are company-owned locations, undeveloped greenfield sites and other excess real estate. Properties are located in Florida, Louisiana, Massachusetts, Michigan, New Hampshire, New Jersey, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Texas and Virginia. The properties were marketed through a sealed-bid sale. Sunoco LP will review all bids before divesting any assets. As of December 31, 2017, of the 97 properties, 40 have been sold, 5 are under contract to be sold, and 11 continue to be marketed by the third-party brokerage firm. Additionally, 32 were sold to 7-Eleven and nine are part of the approximately 207 retail sites located in certain West Texas, Oklahoma, and New Mexico markets which will be operated by a commission agent.
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On March 30, 2017, the Partnership purchased 12 million Sunoco LP Series A Preferred Units representing limited partner interests in Sunoco LP in a private placement transaction for an aggregate purchase price of $300 million. The distribution rate of Sunoco LP Series A Preferred Units was 10.00%, per annum, of the $25.00 liquidation preference per unit until March 30, 2022, at which point the distribution rate would become a floating rate of 8.00% plus three-month LIBOR of the Liquidation Preference.
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In January 2018, Sunoco LP redeemed all outstanding Sunoco LP Series A Preferred Units held by ETE for an aggregate redemption amount of approximately $313 million. The redemption amount included the original consideration of $300 million and a 1% call premium plus accrued and unpaid quarterly distributions.
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On January 23, 2018, Sunoco LP completed the sale of a portfolio of approximately 1,030 Sunoco LP operated retail fuel outlets in 19 geographic regions, together with ancillary businesses and related assets, including the Laredo Taco Company, to 7-Eleven, Inc. for an aggregate purchase price of $3.3 billion (the “7-Eleven Transaction”).
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Investment in ETP, including the consolidated operations of ETP;
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Investment in Sunoco LP, including the consolidated operations of Sunoco LP;
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Investment in Lake Charles LNG, including the operations of Lake Charles LNG; and
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Corporate and Other, including the activities of the Parent Company.
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purchasing crude oil at both the wellhead from producers, and in bulk from aggregators at major pipeline interconnections and trading locations;
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storing inventory during contango market conditions (when the price of crude oil for future delivery is higher than current prices);
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buying and selling crude oil of different grades, at different locations in order to maximize value;
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transporting crude oil using the pipelines, terminals and trucks or, when necessary or cost effective, pipelines, terminals or trucks owned and operated by third parties; and
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marketing crude oil to major integrated oil companies, independent refiners and resellers through various types of sale and exchange transactions.
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ETP owns an equity method investment in limited partner units of Sunoco LP. As of December 31, 2017, ETP’s investment consisted of
43.5 million
units, representing
43.6%
of Sunoco LP’s total outstanding common units. Subsequent to Sunoco LP’s repurchase of a portion of its common units on February 7, 2018, ETP’s investment consists of
26.2 million
units, representing
31.8%
of Sunoco LP’s total outstanding common units
.
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ETP’s wholly-owned subsidiary, Sunoco, Inc., owns an approximate
33%
non-operating interest in PES, a refining joint venture with The Carlyle Group, L.P., which owns a refinery in Philadelphia.
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PES Holdings, LLC ("PES Holdings") and eight affiliates filed for Chapter 11 bankruptcy protection on January 21, 2018 in the United States Bankruptcy Court for the District of Delaware to implement a prepackaged reorganization plan that will allow its shareholders to retain a minority stake. PES Holdings' Chapter 11 Plan (“Plan”) proposes to inject $260 million in new capital into PES Holdings, cut debt service obligations by about $35 million per year and remove debt maturities before 2022. Under that Plan, PES Holdings’ non-debtor parent, PES, in which ETP holds an indirect 33% equity interest, will provide a $65 million cash contribution in exchange for a 25% stake in the reorganized debtor. After the restructuring, the proportionate ownership of Carlyle Group, L.P. and ETP in PES Holdings will be 16.26% and 8.13%, respectively. Finally,
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ETP conducts marketing operations in which it markets the natural gas that flows through its gathering and intrastate transportation assets, referred to as on-system gas. ETP also attracts other customers by marketing volumes of natural gas that do not move through its assets, referred to as off-system gas. For both on-system and off-system gas, ETP purchases natural gas from natural gas producers and other suppliers and sells that natural gas to utilities, industrial consumers, other marketers and pipeline companies, thereby generating gross margins based upon the difference between the purchase and resale prices of natural gas, less the costs of transportation. For the off-system gas, ETP purchases gas or acts as an agent for small independent producers that may not have marketing operations.
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ETP owns a natural gas compression equipment business with operations in Arkansas, California, Colorado, Louisiana, New Mexico, Oklahoma, Pennsylvania and Texas.
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ETP owns 100% of the membership interests of ETG, which owns all of the partnership interests of Energy Transfer Technologies, Ltd. (“ETT”). ETT provides compression services to customers engaged in the transportation of natural gas, including ETP’s other operations.
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ETP owns a
40%
interest in the parent of LCL, which is developing a LNG liquefaction project.
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ETP owns and operates a fleet of compressors used to provide turn-key natural gas compression services for customer specific systems. ETP also owns and operates a fleet of equipment used to provide treating services, such as carbon dioxide and hydrogen sulfide removal, natural gas cooling, dehydration and BTU management. These assets are primarily owned through CDM and CDM E&T. As discussed in “Recent Developments” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in January 2018, ETP entered into an agreement to
contribute these assets to USAC.
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ETP is involved in the management of coal and natural resources properties and the related collection of royalties. ETP also earns revenues from other land management activities, such as selling standing timber, leasing coal-related infrastructure facilities, and collecting oil and gas royalties. These operations also include end-user coal handling facilities.
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ETP also owns PEI Power Corp. and PEI Power II, which own and operate a facility in Pennsylvania that generates a total of
75
megawatts of electrical power.
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•
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1,348
convenience stores and fuel outlets.
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153 independently operated consignment locations where Sunoco LP sells motor fuel to customers under commission agent arrangements with such operators;
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5,501 convenience stores and retail fuel outlets operated by independent operators, which are referred to as “dealers” or “distributors,” pursuant to long-term distribution agreements; and
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2,222 other commercial customers, including unbranded convenience stores, other fuel distributors, school districts and municipalities and other industrial customers.
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Description of Assets
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Ownership Interest
(%) |
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Miles of Natural Gas Pipeline
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Pipeline Throughput Capacity
(Bcf/d) |
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Working Storage Capacity
(Bcf/d) |
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ET Fuel System
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100
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%
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2,780
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5.2
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11.2
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Oasis Pipeline
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100
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%
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750
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2.3
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—
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HPL System
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100
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%
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3,920
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5.3
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52.5
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East Texas Pipeline
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100
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%
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460
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2.4
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—
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RIGS Haynesville Partnership Co.
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49.99
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%
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450
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2.1
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—
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Comanche Trail Pipeline
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16
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%
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195
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1.1
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—
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Trans-Pecos Pipeline
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16
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%
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143
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1.4
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—
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•
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The ET Fuel System serves some of the most prolific production areas in the United States and is comprised of intrastate natural gas pipeline and related natural gas storage facilities. The ET Fuel System has many interconnections with pipelines providing direct access to power plants, other intrastate and interstate pipelines, and has bi-directional capabilities. It is strategically located near high-growth production areas and provides access to the Waha Hub near Midland, Texas, the Katy Hub near Houston, Texas and the Carthage Hub in East Texas, the three major natural gas trading centers in Texas.
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•
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The Oasis Pipeline is primarily a
36-inch
natural gas pipeline. It has bi-directional capabilities with approximately
1.2 Bcf/d
of throughput capacity moving west-to-east and greater than
750 MMcf/d
of throughput capacity moving east-to-west. The Oasis pipeline connects to the Waha and Katy market hubs and has many interconnections with other pipelines, power plants, processing facilities, municipalities and producers.
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•
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The HPL System is an extensive network of intrastate natural gas pipelines, an underground Bammel storage reservoir and related transportation assets. The system has access to multiple sources of historically significant natural gas supply reserves from South Texas, the Gulf Coast of Texas, East Texas and the western Gulf of Mexico, and is directly connected to major gas distribution, electric and industrial load centers in Houston, Corpus Christi, Texas City and other cities located along the Gulf Coast of Texas. The HPL System is well situated to gather and transport gas in many of the major gas producing areas
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•
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The East Texas Pipeline connects three treating facilities, one of which ETP owns, with its Southeast Texas System. The East Texas pipeline serves producers in East and North Central Texas and provided access to the Katy Hub. The East Texas pipeline expansions include the 36-inch East Texas extension to connect ETP’s Reed compressor station in Freestone County to its Grimes County compressor station, the 36-inch Katy expansion connecting Grimes to the Katy Hub, and the 42-inch Southeast Bossier pipeline connecting ETP’s Cleburne to Carthage pipeline to the HPL System.
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•
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RIGS is a
450
-mile intrastate pipeline that delivers natural gas from northwest Louisiana to downstream pipelines and markets. The Partnership owns a
49.99%
general partner interest in RIGS.
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•
|
Comanche Trail is a
195
-mile intrastate pipeline that delivers natural gas from the Waha Hub near Midland, Texas to the United States/Mexico border near San Elizario, Texas. The Partnership owns a
16%
membership interest in and operates Comanche Trail.
|
•
|
Trans-Pecos is a
143
-mile intrastate pipeline that delivers natural gas from the Waha Hub near Midland, Texas to the United States/Mexico border near Presidio, Texas. The Partnership owns a
16%
membership interest in and operates Trans-Pecos.
|
Description of Assets
|
|
Ownership Interest
(%) |
|
Miles of Natural Gas Pipeline
|
|
Pipeline Throughput Capacity
(Bcf/d)
|
|
Working Gas Capacity
(Bcf/d)
|
||||
Florida Gas Transmission Pipeline
|
|
50
|
%
|
|
5,360
|
|
|
3.1
|
|
|
—
|
|
Transwestern Pipeline
|
|
100
|
%
|
|
2,570
|
|
|
2.1
|
|
|
—
|
|
Panhandle Eastern Pipe Line
|
|
100
|
%
|
|
5,980
|
|
|
2.8
|
|
|
83.9
|
|
Trunkline Gas Pipeline
|
|
100
|
%
|
|
2,220
|
|
|
0.9
|
|
|
13.0
|
|
Tiger Pipeline
|
|
100
|
%
|
|
195
|
|
|
2.4
|
|
|
—
|
|
Fayetteville Express Pipeline
|
|
50
|
%
|
|
185
|
|
|
2.0
|
|
|
—
|
|
Sea Robin Pipeline
|
|
100
|
%
|
|
830
|
|
|
2.0
|
|
|
—
|
|
Rover Pipeline
|
|
32.6
|
%
|
|
713
|
|
|
3.25
|
|
|
—
|
|
Midcontinent Express Pipeline
|
|
50
|
%
|
|
500
|
|
|
1.8
|
|
|
—
|
|
Gulf States
|
|
100
|
%
|
|
10
|
|
|
0.1
|
|
|
—
|
|
•
|
The Florida Gas Transmission Pipeline (“FGT”) is an open-access interstate pipeline system with a mainline capacity of
3.1 Bcf/d
and approximately
5,360
miles of pipelines extending from south Texas through the Gulf Coast region of the United States to south Florida. The FGT system receives natural gas from various onshore and offshore natural gas producing basins. FGT is the principal transporter of natural gas to the Florida energy market, delivering over
66%
of the natural gas consumed in the state. In addition, FGT’s system operates and maintains over 81 interconnects with major interstate and intrastate natural gas pipelines, which provide FGT’s customers access to diverse natural gas producing regions. FGT’s customers include electric utilities, independent power producers, industrials and local distribution companies. FGT is owned by Citrus, a 50/50 joint venture between ETP and KMI.
|
•
|
The Transwestern Pipeline is an open-access interstate natural gas pipeline extending from the gas producing regions of West Texas, eastern and northwestern New Mexico, and southern Colorado primarily to pipeline interconnects off the east end of its system and to pipeline interconnects at the California border. The Transwestern Pipeline has bi-directional capabilities and access to three significant gas basins: the Permian Basin in West Texas and eastern New Mexico; the San Juan Basin in northwestern New Mexico and southern Colorado; and the Anadarko Basin in the Texas and Oklahoma panhandles. Natural
|
•
|
The Panhandle Eastern Pipe Line’s transmission system consists of four large diameter pipelines with bi-directional capabilities, extending approximately
1,300 miles
from producing areas in the Anadarko Basin of Texas, Oklahoma and Kansas through Missouri, Illinois, Indiana, Ohio and into Michigan.
|
•
|
The Trunkline Gas Pipeline’s transmission system consists of one large diameter pipeline with bi-directional capabilities, extending approximately
1,400 miles
from the Gulf Coast areas of Texas and Louisiana through Arkansas, Mississippi, Tennessee, Kentucky, Illinois, Indiana and Michigan.
|
•
|
The Tiger Pipeline is an approximately
195
-mile interstate natural gas pipeline with bi-directional capabilities, that connects to ETP’s dual 42-inch pipeline system near Carthage, Texas, extends through the heart of the Haynesville Shale and ends near Delhi, Louisiana, with interconnects to at least seven interstate pipelines at various points in Louisiana.
|
•
|
The Fayetteville Express Pipeline is an approximately
185
-mile interstate natural gas pipeline that originates near Conway County, Arkansas, continues eastward through White County, Arkansas and terminates at an interconnect with Trunkline Gas Company in Panola County, Mississippi. The Fayetteville Express Pipeline is owned by a 50/50 joint venture with KMI.
|
•
|
The Sea Robin Pipeline’s transmission system consists of two offshore Louisiana natural gas supply systems extending approximately
120 miles
into the Gulf of Mexico.
|
•
|
The Rover Pipeline is a new
713
-
mile natural gas pipeline designed to transport
3.25
Bcf/d of domestically produced natural gas from the Marcellus and Utica Shale production areas to markets across the United States as well as into the Union Gas Dawn Storage Hub in Ontario, Canada, for redistribution back into the United States or into the Canadian market.
|
•
|
The Midcontinent Express Pipeline is an approximately
500
-mile interstate pipeline stretching from southeast Oklahoma through northeast Texas, northern Louisiana and central Mississippi to an interconnect with the Transcontinental Gas Pipeline System in Butler, Alabama. The Midcontinent Express Pipeline is owned by a 50/50 joint venture with KMI.
|
•
|
Gulf States owns a
10
-mile interstate pipeline that extends from Harrison County, Texas to Caddo Parish, Louisiana.
|
Description of Assets
|
Net Gas Processing Capacity
(MMcf/d)
|
|
Net Gas Treating Capacity
(MMcf/d)
|
||
South Texas Region:
|
|
|
|
||
Southeast Texas System
|
410
|
|
|
510
|
|
Eagle Ford System
|
1,920
|
|
|
1,808
|
|
Ark-La-Tex Region
|
1,025
|
|
|
1,186
|
|
North Central Texas Region
|
715
|
|
|
212
|
|
Permian Region
|
1,943
|
|
|
1,580
|
|
Mid-Continent Region
|
885
|
|
|
20
|
|
Eastern Region
|
—
|
|
|
70
|
|
•
|
The Southeast Texas System is an integrated system that gathers, compresses, treats, processes, dehydrates and transports natural gas from the Austin Chalk trend and Eagle Ford shale formation. The Southeast Texas System is a large natural gas gathering system covering thirteen counties between Austin and Houston. This system is connected to the Katy Hub through the East Texas Pipeline and is also connected to the Oasis Pipeline. The Southeast Texas System includes two natural gas processing plant (La Grange and Alamo) with aggregate capacity of
410 MMcf/d
and natural gas treating facilities with aggregate capacity of
510 MMcf/d
. The La Grange and Alamo processing plants are natural gas processing plants that process
|
•
|
The Eagle Ford Gathering System consists of
30-inch
and
42-inch
natural gas gathering pipelines with over
1.4 Bcf/d
of capacity originating in Dimmitt County, Texas, and extending to both ETP’s King Ranch gas plant in Kleberg County, Texas and Jackson plant in Jackson County, Texas. The Eagle Ford Gathering System includes four processing plants (Chisholm, Kenedy, Jackson and King Ranch) with aggregate capacity of
1,920 MMcf/d
and multiple natural gas treating facilities with combined capacity of
1,808 MMcf/d
. ETP’s Chisholm, Kenedy, Jackson and King Ranch processing plants are connected to its intrastate transportation pipeline systems for deliveries of residue gas and are also connected with ETP’s NGL pipelines for delivery of NGLs to Lone Star.
|
•
|
ETP’s Northern Louisiana assets are comprised of several gathering systems in the Haynesville Shale with access to multiple markets through interconnects with several pipelines, including ETP’s Tiger Pipeline. ETP’s Northern Louisiana assets include the Bistineau, Creedence, and Tristate Systems, which collectively include three natural gas treating facilities, with aggregate capacity of
1,186 MMcf/d
.
|
•
|
ETP’s PennTex Midstream System is primarily located in Lincoln Parish, Louisiana, and consists of the Lincoln Parish plant, a
200 MMcf/d
design-capacity cryogenic natural gas processing plant located near Arcadia, Louisiana, the Mt. Olive plant, a
200 MMcf/d
design-capacity cryogenic natural gas processing plant located near Ruston, Louisiana, with on-site liquids handling facilities for inlet gas; a
35-mile
rich gas gathering system that provides producers with access to ETP’s processing plants and third-party processing capacity; a
15-mile
residue gas pipeline that provides market access for natural gas from ETP’s processing plants, including connections with pipelines that provide access to the Perryville Hub and other markets in the Gulf Coast region; and a 40-mile NGL pipeline that provides connections to the Mont Belvieu market for NGLs produced from ETP’s processing plants.
|
•
|
The Ark-La-Tex assets gather, compress, treat and dehydrate natural gas in several parishes in north and west Louisiana and several counties in East Texas. These assets also include cryogenic natural gas processing facilities, a refrigeration plant, a conditioning plant, amine treating plants, and an interstate NGL pipeline. Collectively, the eight natural gas processing facilities (Dubach, Dubberly, Lisbon, Salem, Elm Grove, Minden, Ada and Brookeland) have an aggregate capacity of
1,025 MMcf/d
.
|
•
|
Through the gathering and processing systems described above and their interconnections with RIGS in north Louisiana, ETP offers producers wellhead-to-market services, including natural gas gathering, compression, processing, treating and transportation.
|
•
|
The North Central Texas System is an integrated system located in four counties in North Central Texas that gathers, compresses, treats, processes and transports natural gas from the Barnett and Woodford Shales. ETP’s North Central Texas assets include its Godley and Crescent plants, which process rich gas produced from the Barnett Shale and STACK play, with aggregate capacity of
715 MMcf/d
and aggregate treating capacity of
212 MMcf/d
. The Godley plant is integrated with the ET Fuel System.
|
•
|
The Permian Basin Gathering System offers wellhead-to-market services to producers in eleven counties in West Texas, as well as two counties in New Mexico which surround the Waha Hub, one of Texas’s developing NGL-rich natural gas market areas. As a result of the proximity of ETP’s system to the Waha Hub, the Waha Gathering System has a variety of market outlets for the natural gas that ETP gathers and processes, including several major interstate and intrastate pipelines serving California, the mid-continent region of the United States and Texas natural gas markets. The NGL market outlets includes Lone Star’s liquids pipelines. The Permian Basin Gathering System includes ten processing facilities (Waha, Coyanosa, Red Bluff, Halley, Jal, Keyston, Tippet, Orla, Panther and Rebel) with an aggregate processing capacity of
1,618 MMcf/d
, treating capacity of
1,580 MMcf/d
, and one natural gas conditioning facility with aggregate capacity of
200 MMcf/d
.
|
•
|
ETP owns a
50%
membership interest in Mi Vida JV, a joint venture which owns a
200 MMcf/d
cryogenic processing plant in West Texas. ETP operates the plant and related facilities on behalf of Mi Vida JV.
|
•
|
ETP owns a
33.33%
membership interest in Ranch JV, which processes natural gas delivered from the NGL-rich Bone Spring and Avalon Shale formations in West Texas. The joint venture owns a
25 MMcf/d
refrigeration plant and a
125 MMcf/d
cryogenic processing plant.
|
•
|
The Mid-Continent Systems are located in two large natural gas producing regions in the United States, the Hugoton Basin in southwest Kansas, and the Anadarko Basin in western Oklahoma and the Texas Panhandle. These mature basins have continued to provide generally long-lived, predictable production volume. ETP’s Mid-Continent assets are extensive systems that gather, compress and dehydrate low-pressure gas. The Mid-Continent Systems include fourteen natural gas processing facilities (Mocane, Beaver, Antelope Hills, Woodall, Wheeler, Sunray, Hemphill, Phoenix, Hamlin, Spearman, Red Deer, Lefors, Cargray and Gray) with an aggregate capacity of
885 MMcf/d
and one natural gas treating facility with aggregate capacity of
20 MMcf/d
.
|
•
|
ETP operates its Mid-Continent Systems at low pressures to maximize the total throughput volumes from the connected wells. Wellhead pressures are therefore adequate to allow for flow of natural gas into the gathering lines without the cost of wellhead compression.
|
•
|
ETP also owns the Hugoton Gathering System that has
1,900
miles of pipeline extending over nine counties in Kansas and Oklahoma. This system is operated by a third party.
|
•
|
The Eastern Region assets are located in nine counties in Pennsylvania, three counties in Ohio, three counties in West Virginia, and gather natural gas from the Marcellus and Utica basins. ETP’s Eastern Region assets include approximately
500
miles of natural gas gathering pipeline, natural gas trunklines, fresh-water pipelines, and nine gathering and processing systems. The fresh water pipeline system and Ohio gathering assets are held by jointly-owned entities.
|
•
|
ETP also owns a
51%
membership interest in Aqua – PVR, a joint venture that transports and supplies fresh water to natural gas producers drilling in the Marcellus Shale in Pennsylvania.
|
•
|
ETP and Traverse ORS LLC, a subsidiary of Traverse Midstream Partners LLC, own a
75%
and
25%
membership interest, respectively, in the ORS joint venture. On behalf of ORS, ETP operates ORS’s Ohio Utica River System (the “ORS System”), which consists of
47 miles
of 36-inch and
13 miles
of 30-inch gathering trunklines that delivers up to
2.1 Bcf/d
to Rockies Express Pipeline (“REX”), Texas Eastern Transmission, and others.
|
Description of Assets
|
Miles of Liquids Pipeline
(2)
|
|
Pipeline Throughput Capacity
(MBbls/d)
|
|
NGL Fractionation / Processing Capacity
(MBbls/d)
|
|
Working Storage Capacity
(MBbls)
|
||||
Liquids Pipelines:
|
|
|
|
|
|
|
|
||||
Lone Star Express
|
535
|
|
|
507
|
|
|
—
|
|
|
—
|
|
West Texas Gateway Pipeline
|
512
|
|
|
240
|
|
|
—
|
|
|
—
|
|
Lone Star
|
1,617
|
|
|
120
|
|
|
—
|
|
|
—
|
|
Mariner East
|
300
|
|
|
70
|
|
|
|
|
|
||
Mariner South
|
67
|
|
|
200
|
|
|
|
|
|
||
Mariner West
|
395
|
|
|
50
|
|
|
|
|
|
||
Other NGL Pipelines
|
645
|
|
|
591
|
|
|
—
|
|
|
—
|
|
Liquids Fractionation and Services Facilities:
|
|
|
|
|
|
|
|
||||
Mont Belvieu Facilities
|
163
|
|
|
42
|
|
|
520
|
|
|
50,000
|
|
Sea Robin Processing Plant
1
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
Refinery Services
1
|
103
|
|
|
—
|
|
|
25
|
|
|
—
|
|
Hattiesburg Storage Facilities
|
—
|
|
|
—
|
|
|
—
|
|
|
3,000
|
|
NGLs Terminals:
|
|
|
|
|
|
|
|
||||
Nederland
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
Marcus Hook Industrial Complex
|
—
|
|
|
—
|
|
|
90
|
|
|
5,000
|
|
Inkster
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
Refined Products Pipelines
|
2,200
|
|
|
800
|
|
|
—
|
|
|
—
|
|
Refined Products Terminals:
|
|
|
|
|
|
|
|
||||
Eagle Point
|
—
|
|
|
—
|
|
|
—
|
|
|
6,000
|
|
Marcus Hook Industrial Complex
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
Marcus Hook Tank Farm
|
—
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
Marketing Terminals
|
—
|
|
|
—
|
|
|
—
|
|
|
8,000
|
|
(1)
|
Additionally, the Sea Robin Processing Plant and Refinery Services have residue capacities of
850 MMcf/d
and
54 MMcf/d
, respectively.
|
(2)
|
Miles of pipeline as reported to PHMSA.
|
•
|
The Lone Star Express System is an interstate NGL pipeline consisting of 24-inch and 30-inch long-haul transportation pipeline that delivers mixed NGLs from processing plants in the Permian Basin, the Barnett Shale, and from East Texas to the Mont Belvieu NGL storage facility.
|
•
|
The West Texas Gateway Pipeline transports NGLs produced in the Permian and Delaware Basins and the Eagle Ford Shale to Mont Belvieu, Texas.
|
•
|
The Mariner East pipeline transports NGLs from the Marcellus and Utica Shales areas in Western Pennsylvania, West Virginia and Eastern Ohio to destinations in Pennsylvania, including ETP’s Marcus Hook Industrial Complex on the Delaware River, where they are processed, stored and distributed to local, domestic and waterborne markets. The first phase of the project, referred to as Mariner East 1, consisted of interstate and intrastate propane and ethane service and commenced operations in the fourth quarter of 2014 and the first quarter of 2016, respectively. The second phase of the project, referred to as Mariner East 2, will expand the total takeaway capacity to 345 MBbls/d for interstate and intrastate propane, ethane and butane service, and is expected to commence operations in the second quarter of 2018.
|
•
|
The Mariner South pipeline is part of a joint project with Lone Star to deliver export-grade propane and butane products from Lone Star’s Mont Belvieu, Texas storage and fractionation complex to ETP’s marine terminal in Nederland, Texas.
|
•
|
The Mariner West pipeline provides transportation of ethane from the Marcellus shale processing and fractionating areas in Houston, Pennsylvania to Marysville, Michigan and the Canadian border. Mariner West commenced operations in the fourth quarter of 2013, with capacity to transport approximately 50 MBbls/d.
|
•
|
Refined products pipelines include approximately
2,200
miles of refined products pipelines in several regions of the United States. The pipelines primarily provide transportation in the northeast, midwest, and southwest United States markets. These operations include ETP’s controlling financial interest in Inland Corporation (“Inland”). The mix of products delivered varies seasonally, with gasoline demand peaking during the summer months, and demand for heating oil and other distillate fuels peaking in the winter. In addition, weather conditions in the areas served by the refined products pipelines affect both the demand for, and the mix of, the refined products delivered through the pipelines, although historically, any overall impact on the total volume shipped has been short-term. The products transported in these pipelines include multiple grades of gasoline, and middle distillates, such as heating oil, diesel and jet fuel. Rates for shipments on these product pipelines are regulated by the FERC and other state regulatory agencies, as applicable.
|
•
|
Other NGL pipelines include the
127-mile
Justice pipeline with capacity of
375 MBbls/d
, the
45-mile
Freedom pipeline with a capacity of
56 MBbls/d
, the
20-mile
Spirit pipeline with a capacity of
20 MBbls/d
and a
50%
interest in the
87-mile
Liberty pipeline with a capacity of
140 MBbls/d
.
|
•
|
ETP’s Mont Belvieu storage facility is an integrated liquids storage facility with over
50 million Bbls
of salt dome capacity providing 100% fee-based cash flows. The Mont Belvieu storage facility has access to multiple NGL and refined product pipelines, the Houston Ship Channel trading hub, and numerous chemical plants, refineries and fractionators.
|
•
|
ETP’s Mont Belvieu fractionators handle NGLs delivered from several sources, including the Lone Star Express pipeline and the Justice pipeline. Fractionator V is currently under construction and is scheduled to be operational by the third quarter of 2018.
|
•
|
Sea Robin is a rich gas processing plant located on the Sea Robin Pipeline in southern Louisiana. The plant is connected to nine interstate and four intrastate residue pipelines, as well as various deep-water production fields.
|
•
|
Refinery Services consists of a refinery off-gas processing unit and an O-grade NGL fractionation / Refinery-Grade Propylene (“RGP”) splitting complex located along the Mississippi River refinery corridor in southern Louisiana. The off-gas processing unit cryogenically processes refinery off-gas, and the fractionation / RGP splitting complex fractionates the streams into higher value components. The O-grade fractionator and RGP splitting complex, located in Geismar, Louisiana, is connected by approximately
103
miles of pipeline to the Chalmette processing plant, which has a processing capacity of
54 MMcf/d
.
|
•
|
The Hattiesburg storage facility is an integrated liquids storage facility with approximately
3 million Bbls
of salt dome capacity, providing 100% fee-based cash flows.
|
•
|
The Nederland terminal, in addition to crude oil activities, also provides approximately
1 million Bbls
of storage and distribution services for NGLs in connection with the Mariner South pipeline, which provides transportation of propane and butane products from the Mont Belvieu region to the Nederland terminal, where such products can be exported via ship.
|
•
|
The Marcus Hook Industrial Complex includes fractionation, terminalling and storage assets, with a capacity of approximately
2 million
Bbls of NGL storage capacity in underground caverns,
3 million
Bbls of above-ground refrigerated storage, and related commercial agreements. The terminal has a total active refined products storage capacity of approximately
1 million Bbls
. The facility can receive NGLs and refined products via marine vessel, pipeline, truck and rail, and can deliver via marine vessel, pipeline and truck. In addition to providing NGLs storage and terminalling services to both affiliates and third-party customers, the Marcus Hook Industrial Complex currently serves as an off-take outlet for the Mariner East 1 pipeline, and will provide similar off-take capabilities for the Mariner East 2 pipeline when it commences operations.
|
•
|
The Inkster terminal, located near Detroit, Michigan, consists of multiple salt caverns with a total storage capacity of approximately 1 million Bbls of NGLs. ETP uses the Inkster terminal's storage in connection with the Toledo North pipeline system and for the storage of NGLs from local producers and a refinery in Western Ohio. The terminal can receive and ship by pipeline in both directions and has a truck loading and unloading rack.
|
•
|
ETP has approximately
40
refined products terminals with an aggregate storage capacity of approximately
8 million
Bbls that facilitate the movement of refined products to or from storage or transportation systems, such as a pipeline, to other transportation systems, such as trucks or other pipelines. Each facility typically consists of multiple storage tanks and is equipped with automated truck loading equipment that is operational 24 hours a day.
|
•
|
In addition to crude oil service, the Eagle Point terminal can accommodate three marine vessels (ships or barges) to receive and deliver refined products to outbound ships and barges. The tank farm has a total active refined products storage capacity of approximately
6 million Bbls
, and provides customers with access to the facility via ship, barge and pipeline. The terminal can deliver via ship, barge, truck or pipeline, providing customers with access to various markets. The terminal generates revenue primarily by charging fees based on throughput, blending services and storage.
|
•
|
The Marcus Hook Tank Farm has a total refined products storage capacity of approximately
2 million Bbls
of refined products storage. The tank farm historically served Sunoco Inc.’s Marcus Hook refinery and generated revenue from the related throughput and storage. In 2012, the main processing units at the refinery were idled in connection with Sunoco Inc.’s exit from its refining business. The terminal continues to receive and deliver refined products via pipeline and now primarily provides terminalling services to support movements on ETP’s refined products pipelines.
|
•
|
The Eastern refined products pipelines consists of approximately 470 miles of 6-inch to 24-inch diameters refined product pipelines in Eastern, Central and North Central Pennsylvania, approximately 162 miles of 8-inch refined products pipeline in western New York and approximately 182 miles of various diameters refined products pipeline in New Jersey (including 80 miles of the 16-inch diameter Harbor Pipeline).
|
•
|
The Mid-Continent refined products pipelines primarily consists of approximately 212 miles of 3-inch to 12-inch refined products pipelines in Ohio, approximately 85 miles of 6-inch to 12-inch refined products pipeline in Western Pennsylvania and approximately 52 miles of 8-inch refined products pipeline in Michigan.
|
•
|
The Southwest refined products pipelines is located in Eastern Texas and consists primarily of approximately 300 miles of 8-inch diameter refined products pipeline.
|
•
|
The Inland refined products pipeline, approximately 350 miles of pipeline in Ohio, consists of 72 miles of 12-inch diameter refined products pipeline in Northwest Ohio, 205 miles of 10-inch diameter refined products pipeline in vicinity of Columbus, Ohio, 53 miles of 8-inch diameter refined products pipeline in western Ohio and the remaining refined products pipeline primarily consists of 5-inch diameter pipeline in Northeast Ohio.
|
Description of Assets
|
|
Miles of Crude Pipeline
(1)
|
|
Working Storage Capacity
(MBbls) |
||
Dakota Access Pipeline
|
|
1,172
|
|
|
—
|
|
Energy Transfer Crude Oil Pipeline
|
|
743
|
|
|
—
|
|
Bayou Bridge Pipeline
|
|
49
|
|
|
—
|
|
Permian Express Pipelines
|
|
1,712
|
|
|
—
|
|
Other Crude Oil Pipelines
|
|
5,682
|
|
|
—
|
|
Nederland Terminal
|
|
—
|
|
|
26,000
|
|
Fort Mifflin Terminal
|
|
—
|
|
|
570
|
|
Eagle Point Terminal
|
|
—
|
|
|
1,000
|
|
Midland Terminal
|
|
—
|
|
|
2,000
|
|
Marcus Hook Industrial Complex
|
|
—
|
|
|
1,000
|
|
Patoka, Illinois Terminal
|
|
—
|
|
|
2,000
|
|
(1)
|
Miles of pipeline as reported to PHMSA.
|
•
|
Bakken Pipeline.
Dakota Access and ETCO are collectively referred to as the “Bakken Pipeline.” The Bakken Pipeline is a
1,915
mile pipeline with an initial capacity of
470
MBbls/d, expandable to
570
MBbls/d, that transports domestically produced crude oil from the Bakken/Three Forks production areas in North Dakota to a storage and terminal hub outside of Patoka, Illinois, or to gulf coast connections including ETP’s crude terminal in Nederland Texas.
|
•
|
Bayou Bridge Pipeline.
The Bayou Bridge Pipeline is a joint venture between ETP and Phillips 66, in which ETP has a 60% ownership interest and serves as the operator of the pipeline. Phase I of the pipeline, which consists of a 30-inch pipeline from Nederland, Texas to Lake Charles, Louisiana, went into service in April 2016. Phase II of the pipeline, which will consist of 24-inch pipe from Lake Charles, Louisiana to St. James, Louisiana, is expected to be completed in the second half of 2018.
|
•
|
Permian Express Pipelines.
The Permian Express pipelines are part of the PEP joint venture and include Permian Express 1, Permian Express 2, Permian Longview and Louisiana Access pipelines, as well as the Longview to Louisiana and Pegasus pipelines contributed to this joint venture by ExxonMobil. These pipelines are comprised of crude oil trunk pipelines and crude oil gathering pipelines in Texas and Oklahoma and provide takeaway capacity from the Permian Basin, which origins in multiple locations in Western Texas.
|
•
|
Other Crude Oil pipelines include the Mid-Valley pipeline system which originates in Longview, Texas and passes through Louisiana, Arkansas, Mississippi, Tennessee, Kentucky and Ohio and terminates in Samaria, Michigan. This pipeline provides crude oil to a number of refineries, primarily in the Midwest United States.
|
•
|
Nederland.
The Nederland terminal, located on the Sabine-Neches waterway between Beaumont and Port Arthur, Texas, is a large marine terminal providing storage and distribution services for refiners and other large transporters of crude oil and NGLs. The terminal receives, stores, and distributes crude oil, NGLs, feedstocks, lubricants, petrochemicals, and bunker oils (used for fueling ships and other marine vessels), and also blends lubricants. The terminal currently has a total storage capacity of approximately
26 million
Bbls in approximately 150 above ground storage tanks with individual capacities of up to
660 MBbls
.
|
•
|
Fort Mifflin.
The Fort Mifflin terminal complex is located on the Delaware River in Philadelphia, Pennsylvania and includes the Fort Mifflin terminal, the Hog Island wharf, the Darby Creek tank farm and connecting pipelines. Revenues are generated from the Fort Mifflin terminal complex by charging fees based on throughput.
|
•
|
Eagle Point.
The Eagle Point terminal is located in Westville, New Jersey and consists of docks, truck loading facilities and a tank farm. The docks are located on the Delaware River and can accommodate three marine vessels (ships or barges) to receive and deliver crude oil, intermediate products and refined products to outbound ships and barges. The tank farm has a total active storage capacity of approximately
1 million
Bbls and can receive crude oil via barge and rail and deliver via ship and barge, providing customers with access to various markets. The terminal generates revenue primarily by charging fees based on throughput, blending services and storage.
|
•
|
Midland.
The Midland terminal is located in Midland, Texas and was acquired in November 2016 from Vitol. The facility includes approximately
2 million
Bbls of crude oil storage, a combined 14 lanes of truck loading and unloading, and provides access to the Permian Express 2 transportation system.
|
•
|
Marcus Hook Industrial Complex.
The Marcus Hook Industrial Complex can receive crude oil via marine vessel and can deliver via marine vessel and pipeline. The terminal has a total active crude oil storage capacity of approximately
1 million
Bbls.
|
•
|
Patoka, Illinois Terminal.
The Patoka, Illinois terminal is a tank farm and was contributed by ExxonMobil to the PEP joint venture and is located in Marion County, Illinois. The facility includes 234 acres of owned land and provides for approximately 2 million Bbls of crude oil storage.
|
•
|
Sunoco LP.
ETP has an equity method investment in limited partnership units of Sunoco LP. As of December 31, 2017, ETP’s investment consisted of
43.5 million
units, representing
43.6%
of Sunoco LP’s total outstanding common units. Subsequent to Sunoco LP’s repurchase of a portion of its common units on February 7, 2018, ETP’s investment consists of
26.2 million
units, representing
31.8%
of Sunoco LP’s total outstanding common units
.
|
•
|
PES.
ETP has
a non-controlling interest in PES, comprising
33%
of PES’ outstanding common units. As discussed in “ETP’s Other Operations and Investments” above, PES Holdings and eight affiliates filed for Chapter 11 bankruptcy protection on January 21, 2018.
|
•
|
Sunoco LLC, a Delaware limited liability company, primarily distributes motor fuel across 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States. Sunoco LLC also processes transmix and distributes refined product through its terminals in Alabama and the Greater Dallas, Texas metroplex.
|
•
|
Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands.
|
•
|
Susser Petroleum Property Company LLC, a Delaware limited liability company, primarily owns and leases convenience store properties.
|
•
|
Susser, a Delaware corporation, sells motor fuel and merchandise in Texas, New Mexico, and Oklahoma through Stripes-branded convenience stores.
|
•
|
Sunoco Retail, a Pennsylvania limited liability company, owns and operates convenience stores that sell motor fuel and merchandise primarily in Pennsylvania, New York, and Florida.
|
•
|
MACS Retail LLC, a Virginia limited liability company, owns and operates convenience stores in Virginia, Maryland, and Tennessee.
|
•
|
Aloha Petroleum, Ltd., a Hawaii corporation, owns and operates convenience stores on the Hawaiian Islands.
|
•
|
approve the siting, construction and operation of new facilities;
|
•
|
review and approve transportation rates;
|
•
|
determine the types of services our regulated assets are permitted to perform;
|
•
|
regulate the terms and conditions associated with these services;
|
•
|
permit the extension or abandonment of services and facilities;
|
•
|
require the maintenance of accounts and records; and
|
•
|
authorize the acquisition and disposition of facilities.
|
•
|
interest expense and principal payments on our indebtedness;
|
•
|
restrictions on distributions contained in any current or future debt agreements;
|
•
|
our general and administrative expenses;
|
•
|
expenses of our subsidiaries other than ETP and Sunoco LP, including tax liabilities of our corporate subsidiaries, if any; and
|
•
|
reserves our General Partner believes prudent for us to maintain for the proper conduct of our business or to provide for future distributions.
|
•
|
the amount of natural gas, NGLs, crude oil and refined products transported through ETP’s pipelines and gathering systems;
|
•
|
the level of throughput in processing and treating operations;
|
•
|
the fees charged and the margins realized by ETP and Sunoco LP for their services;
|
•
|
the price of natural gas, NGLs, crude oil and refined products;
|
•
|
the relationship between natural gas, NGL and crude oil prices;
|
•
|
the amount of cash distributions ETP receives with respect to the Sunoco LP common units that ETP or its subsidiaries own;
|
•
|
the weather in their respective operating areas;
|
•
|
the level of competition from other midstream, transportation and storage and retail marketing companies and other energy providers;
|
•
|
the level of their respective operating costs and maintenance and integrity capital expenditures;
|
•
|
the tax profile on any blocker entities treated as corporations for federal income tax purposes that are owned by any of our subsidiaries;
|
•
|
prevailing economic conditions; and
|
•
|
the level and results of their respective derivative activities.
|
•
|
the level of capital expenditures they make;
|
•
|
the level of costs related to litigation and regulatory compliance matters;
|
•
|
the cost of acquisitions, if any;
|
•
|
the levels of any margin calls that result from changes in commodity prices;
|
•
|
debt service requirements;
|
•
|
fluctuations in working capital needs;
|
•
|
their ability to borrow under their respective revolving credit facilities;
|
•
|
their ability to access capital markets;
|
•
|
restrictions on distributions contained in their respective debt agreements; and
|
•
|
the amount, if any, of cash reserves established by the board of directors and their respective general partners in their discretion for the proper conduct of their respective businesses.
|
•
|
our Unitholders’ current proportionate ownership interest in us will decrease;
|
•
|
the amount of cash available for distribution on each Common Unit or partnership security may decrease;
|
•
|
the ratio of taxable income to distributions may increase;
|
•
|
the relative voting strength of each previously outstanding Common Unit may be diminished; and
|
•
|
the market price of our Common Units may decline.
|
•
|
Unitholders’ current proportionate ownership interest in each partnership will decrease;
|
•
|
the amount of cash available for distribution on each common unit or partnership security may decrease;
|
•
|
the ratio of taxable income to distributions may increase;
|
•
|
the relative voting strength of each previously outstanding common unit may be diminished; and
|
•
|
the market price of each partnership’s common units may decline.
|
•
|
the right to share in the Partnership’s profits and losses;
|
•
|
the right to share in the Partnership’s distributions;
|
•
|
the rights upon dissolution and liquidation of the Partnership;
|
•
|
whether, and the terms upon which, the Partnership may redeem the securities;
|
•
|
whether the securities will be issued, evidenced by certificates and assigned or transferred; and
|
•
|
the right, if any, of the security to vote on matters relating to the Partnership, including matters relating to the relative rights, preferences and privileges of such security.
|
•
|
a significant portion of ETP’s and Sunoco LP’s and their subsidiaries’ cash flows from operations will be dedicated to the payment of principal and interest on outstanding debt and will not be available for other purposes, including payment of distributions to us;
|
•
|
covenants contained in ETP’s and Sunoco LP’s and their subsidiaries’ existing debt agreements require ETP, Sunoco LP and their subsidiaries, as applicable, to meet financial tests that may adversely affect their flexibility in planning for and reacting to changes in their respective businesses;
|
•
|
ETP’s and Sunoco LP’s and their subsidiaries’ ability to obtain additional financing for working capital, capital expenditures, acquisitions and general partnership, corporate or limited liability company purposes, as applicable, may be limited;
|
•
|
ETP and Sunoco LP may be at a competitive disadvantage relative to similar companies that have less debt;
|
•
|
ETP and Sunoco LP may be more vulnerable to adverse economic and industry conditions as a result of their significant debt levels;
|
•
|
failure by ETP, Sunoco LP or their subsidiaries to comply with the various restrictive covenants of the respective debt agreements could negatively impact ETP’s and Sunoco LP’s ability to incur additional debt, including their ability to utilize the available capacity under their revolving credit facilities, and to pay distributions to us and their unitholders.
|
•
|
to provide for the proper conduct of our business and the businesses of our operating subsidiaries (including reserves for future capital expenditures and for our anticipated future credit needs);
|
•
|
to provide funds for distributions to our Unitholders and our General Partner for any one or more of the next four calendar quarters; or
|
•
|
to comply with applicable law or any of our loan or other agreements.
|
•
|
economic downturns;
|
•
|
deteriorating capital market conditions;
|
•
|
declining market prices for crude oil, natural gas, NGLs and other commodities;
|
•
|
terrorist attacks or threatened attacks on our facilities or those of other energy companies; and
|
•
|
the overall health of the energy industry, including the bankruptcy or insolvency of other companies.
|
•
|
a significant portion of our and our subsidiaries’ cash flow from operations will be dedicated to the payment of principal and interest on outstanding debt and will not be available for other purposes, including payment of distributions;
|
•
|
covenants contained in our and our subsidiaries’ existing debt agreements require us and them, as applicable, to meet financial tests that may adversely affect our flexibility in planning for and reacting to changes in our business;
|
•
|
our and our subsidiaries’ ability to obtain additional financing for working capital, capital expenditures, acquisitions and general partnership, corporate or limited liability company purposes, as applicable, may be limited;
|
•
|
we may be at a competitive disadvantage relative to similar companies that have less debt;
|
•
|
we may be more vulnerable to adverse economic and industry conditions as a result of our significant debt level; and
|
•
|
failure by us or our subsidiaries to comply with the various restrictive covenants of our respective debt agreements could negatively impact our ability to incur additional debt, including our ability to utilize the available capacity under our revolving credit facility, and our ability to pay our distributions.
|
•
|
the allocation of shared overhead expenses to ETP, Sunoco LP and us;
|
•
|
the interpretation and enforcement of contractual obligations between us and our affiliates, on the one hand, and ETP and Sunoco LP, on the other hand;
|
•
|
the determination of the amount of cash to be distributed to ETP’s and Sunoco LP’s partners and the amount of cash to be reserved for the future conduct of ETP’s and Sunoco LP’s businesses;
|
•
|
the determination whether to make borrowings under ETP’s and Sunoco LP’s revolving credit facilities to pay distributions to their respective partners;
|
•
|
the determination of whether a business opportunity (such as a commercial development opportunity or an acquisition) that we may become aware of independently of ETP and Sunoco LP is made available for ETP and Sunoco LP to pursue; and
|
•
|
any decision we make in the future to engage in business activities independent of ETP and Sunoco LP.
|
•
|
Our General Partner is allowed to take into account the interests of parties other than us, including ETP and Sunoco LP and their respective affiliates and any general partners and limited partnerships acquired in the future, in resolving conflicts of interest, which has the effect of limiting its fiduciary duties to us.
|
•
|
Our General Partner has limited its liability and reduced its fiduciary duties under the terms of our partnership agreement, while also restricting the remedies available for actions that, without these limitations, might constitute breaches of fiduciary duty. As a result of purchasing our units, Unitholders consent to various actions and conflicts of interest that might otherwise constitute a breach of fiduciary or other duties under applicable state law.
|
•
|
Our General Partner determines the amount and timing of our investment transactions, borrowings, issuances of additional partnership securities and reserves, each of which can affect the amount of cash that is available for distribution.
|
•
|
Our General Partner determines which costs it and its affiliates have incurred are reimbursable by us.
|
•
|
Our partnership agreement does not restrict our General Partner from causing us to pay it or its affiliates for any services rendered, or from entering into additional contractual arrangements with any of these entities on our behalf, so long as the terms of any such payments or additional contractual arrangements are fair and reasonable to us.
|
•
|
Our General Partner controls the enforcement of obligations owed to us by it and its affiliates.
|
•
|
Our General Partner decides whether to retain separate counsel, accountants or others to perform services for us.
|
•
|
permits our General Partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our General Partner. This entitles our General Partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or any limited partner;
|
•
|
provides that our General Partner is entitled to make other decisions in “good faith” if it reasonably believes that the decisions are in our best interests;
|
•
|
generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the Audit and Conflicts Committee of the board of directors of our General Partner and not involving a vote of Unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be “fair and reasonable” to us and that, in determining whether a transaction or resolution is “fair and reasonable,” our General Partner may consider the totality of the relationships among the parties involved, including other transactions that may be particularly advantageous or beneficial to us;
|
•
|
provides that unless our General Partner has acted in bad faith, the action taken by our General Partner shall not constitute a breach of its fiduciary duty;
|
•
|
provides that our General Partner may resolve any conflicts of interest involving us and our General Partner and its affiliates, and any resolution of a conflict of interest by our General Partner that is “fair and reasonable” to us will be deemed approved by all partners, including the Unitholders, and will not constitute a breach of the partnership agreement;
|
•
|
provides that our General Partner may, but is not required, in connection with its resolution of a conflict of interest, to seek “special approval” of such resolution by appointing a conflicts committee of the General Partner’s board of directors composed of two or more independent directors to consider such conflicts of interest and to recommend action to the board of directors, and any resolution of the conflict of interest by the conflicts committee shall be conclusively deemed “fair and reasonable” to us; and
|
•
|
provides that our General Partner and its officers and directors will not be liable for monetary damages to us, our limited partners or assignees for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that the General Partner or those other persons acted in bad faith or engaged in fraud, willful misconduct or gross negligence.
|
•
|
inability to identify attractive acquisition candidates or negotiate acceptable purchase contracts with them;
|
•
|
inability to raise financing for such acquisitions on economically acceptable terms; or
|
•
|
inability to outbid by competitors, some of which are substantially larger than ETP or Sunoco LP and may have greater financial resources and lower costs of capital.
|
•
|
fail to realize anticipated benefits, such as new customer relationships, cost-savings or cash flow enhancements;
|
•
|
decrease its liquidity by using a significant portion of its available cash or borrowing capacity to finance acquisitions;
|
•
|
significantly increase its interest expense or financial leverage if the acquisition is financed with additional debt;
|
•
|
encounter difficulties operating in new geographic areas or new lines of business;
|
•
|
incur or assume unanticipated liabilities, losses or costs associated with the business or assets acquired for which there is no indemnity or the indemnity is inadequate;
|
•
|
be unable to hire, train or retrain qualified personnel to manage and operate its growing business and assets;
|
•
|
less effectively manage its historical assets, due to the diversion of management’s attention from other business concerns; or
|
•
|
incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.
|
•
|
operating a larger combined organization in new geographic areas and new lines of business;
|
•
|
hiring, training or retaining qualified personnel to manage and operate our growing business and assets;
|
•
|
integrating management teams and employees into existing operations and establishing effective communication and information exchange with such management teams and employees;
|
•
|
diversion of management’s attention from our existing business;
|
•
|
assimilation of acquired assets and operations, including additional regulatory programs;
|
•
|
loss of customers or key employees;
|
•
|
maintaining an effective system of internal controls in compliance with the Sarbanes-Oxley Act of 2002 as well as other regulatory compliance and corporate governance matters; and
|
•
|
integrating new technology systems for financial reporting.
|
•
|
the level of domestic natural gas, NGL, and crude oil production;
|
•
|
the level of natural gas, NGL, and crude oil imports and exports, including liquefied natural gas;
|
•
|
actions taken by natural gas and oil producing nations;
|
•
|
instability or other events affecting natural gas and oil producing nations;
|
•
|
the impact of weather and other events of nature on the demand for natural gas, NGLs and crude oil;
|
•
|
the availability of storage, terminal and transportation systems, and refining, processing and treating facilities;
|
•
|
the price, availability and marketing of competitive fuels;
|
•
|
the demand for electricity;
|
•
|
activities by non-governmental organizations to limit certain sources of funding for the energy sector or restrict the exploration, development and production of oil and natural gas;
|
•
|
the cost of capital needed to maintain or increase production levels and to construct and expand facilities
|
•
|
the impact of energy conservation and fuel efficiency efforts; and
|
•
|
the extent of governmental regulation, taxation, fees and duties.
|
•
|
inability to identify pipeline construction opportunities with favorable projected financial returns;
|
•
|
inability to raise financing for its identified pipeline construction opportunities; or
|
•
|
inability to secure sufficient transportation commitments from potential customers due to competition from other pipeline construction projects or for other reasons.
|
•
|
the inability to renew a ground lease for certain of their fuel storage terminals on similar terms or at all;
|
•
|
the dependence on third parties to supply their fuel storage terminals;
|
•
|
outages at their fuel storage terminals or interrupted operations due to weather-related or other natural causes;
|
•
|
the threat that the nation’s terminal infrastructure may be a future target of terrorist organizations;
|
•
|
the volatility in the prices of the products stored at their fuel storage terminals and the resulting fluctuations in demand for storage services;
|
•
|
the effects of a sustained recession or other adverse economic conditions;
|
•
|
the possibility of federal and/or state regulations that may discourage their customers from storing gasoline, diesel fuel, ethanol and jet fuel at their fuel storage terminals or reduce the demand by consumers for petroleum products;
|
•
|
competition from other fuel storage terminals that are able to supply their customers with comparable storage capacity at lower prices; and
|
•
|
climate change legislation or regulations that restrict emissions of GHGs could result in increased operating and capital costs and reduced demand for our storage services.
|
•
|
operating terms and conditions of service;
|
•
|
the types of services interstate pipelines may or must offer their customers;
|
•
|
construction of new facilities;
|
•
|
acquisition, extension or abandonment of services or facilities;
|
•
|
reporting and information posting requirements;
|
•
|
accounts and records; and
|
•
|
relationships with affiliated companies involved in all aspects of the natural gas and energy businesses.
|
•
|
perform ongoing assessments of pipeline integrity;
|
•
|
identify and characterize applicable threats to pipeline operations that could impact a high consequence area;
|
•
|
improve data collection, integration and analysis;
|
•
|
repair and remediate the pipeline as necessary; and
|
•
|
implement preventive and mitigating actions.
|
|
Price Range
|
|
Cash
Distribution
(1)
|
||||||||
|
High
|
|
Low
|
|
|||||||
Fiscal Year 2017:
|
|
|
|
|
|
||||||
Fourth Quarter
|
$
|
18.71
|
|
|
$
|
15.64
|
|
|
$
|
0.3050
|
|
Third Quarter
|
18.50
|
|
|
16.18
|
|
|
0.2950
|
|
|||
Second Quarter
|
19.82
|
|
|
15.03
|
|
|
0.2850
|
|
|||
First Quarter
|
20.05
|
|
|
17.62
|
|
|
0.2850
|
|
|||
|
|
|
|
|
|
||||||
Fiscal Year 2016:
|
|
|
|
|
|
||||||
Fourth Quarter
|
$
|
19.99
|
|
|
$
|
13.77
|
|
|
$
|
0.2850
|
|
Third Quarter
|
19.44
|
|
|
13.45
|
|
|
0.2850
|
|
|||
Second Quarter
|
15.13
|
|
|
6.40
|
|
|
0.2850
|
|
|||
First Quarter
|
14.39
|
|
|
4.00
|
|
|
0.2850
|
|
(1)
|
Distributions are shown in the quarter with respect to which they relate. Please see “Cash Distribution Policy” below for a discussion of our policy regarding the payment of distributions.
|
•
|
provide for the proper conduct of its business;
|
•
|
comply with applicable law and/or debt instrument or other agreement; and
|
•
|
provide funds for distributions to unitholders and its General Partner in respect of any one or more of the next four quarters.
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016*
|
|
2015*
|
|
2014*
|
|
2013*
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
40,523
|
|
|
$
|
31,792
|
|
|
$
|
36,096
|
|
|
$
|
54,435
|
|
|
$
|
48,335
|
|
Operating income
|
2,713
|
|
|
1,843
|
|
|
2,287
|
|
|
2,389
|
|
|
1,587
|
|
|||||
Income from continuing operations
|
2,543
|
|
|
462
|
|
|
1,023
|
|
|
1,014
|
|
|
318
|
|
|||||
Income (loss) from discontinued operations
|
(177
|
)
|
|
(462
|
)
|
|
38
|
|
|
60
|
|
|
33
|
|
|||||
Net Income
|
2,366
|
|
|
—
|
|
|
1,061
|
|
|
1,010
|
|
|
351
|
|
|||||
Basic income from continuing operations per limited partner unit
|
0.86
|
|
|
0.95
|
|
|
1.11
|
|
|
0.57
|
|
|
0.17
|
|
|||||
Diluted income from continuing operations per limited partner unit
|
0.84
|
|
|
0.93
|
|
|
1.11
|
|
|
0.57
|
|
|
0.17
|
|
|||||
Basic income (loss) from discontinued operations per limited partner unit
|
(0.01
|
)
|
|
(0.01
|
)
|
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|||||
Diluted income (loss) from discontinued operations per limited partner unit
|
(0.01
|
)
|
|
(0.01
|
)
|
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|||||
Cash distribution per common unit
|
1.17
|
|
|
1.14
|
|
|
1.08
|
|
|
0.80
|
|
|
0.67
|
|
|||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets held for sale
|
3,313
|
|
|
3,588
|
|
|
3,681
|
|
|
3,372
|
|
|
—
|
|
|||||
Total assets
(1)
|
86,246
|
|
|
78,925
|
|
|
71,144
|
|
|
64,266
|
|
|
50,367
|
|
|||||
Liabilities associated with assets held for sale
|
75
|
|
|
48
|
|
|
42
|
|
|
47
|
|
|
—
|
|
|||||
Long-term debt, less current maturities
|
43,671
|
|
|
42,608
|
|
|
36,837
|
|
|
29,477
|
|
|
22,562
|
|
|||||
Total equity
|
29,980
|
|
|
22,431
|
|
|
23,553
|
|
|
22,301
|
|
|
16,341
|
|
*
|
As adjusted for the change in accounting policy related to inventory valuation, as discussed above.
|
(1)
|
Includes assets held for sale
|
•
|
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.
|
|
Years Ended December 31,
|
|
|
||||||||
|
2017
|
|
2016*
|
|
Change
|
||||||
Segment Adjusted EBITDA:
|
|
|
|
|
|
||||||
Investment in ETP
|
$
|
6,712
|
|
|
$
|
5,733
|
|
|
$
|
979
|
|
Investment in Sunoco LP
|
732
|
|
|
665
|
|
|
67
|
|
|||
Investment in Lake Charles LNG
|
175
|
|
|
179
|
|
|
(4
|
)
|
|||
Corporate and other
|
(31
|
)
|
|
(170
|
)
|
|
139
|
|
|||
Adjustments and eliminations
|
(268
|
)
|
|
(272
|
)
|
|
4
|
|
|||
Total
|
7,320
|
|
|
6,135
|
|
|
1,185
|
|
|||
Depreciation, depletion and amortization
|
(2,554
|
)
|
|
(2,216
|
)
|
|
(338
|
)
|
|||
Interest expense, net of interest capitalized
|
(1,922
|
)
|
|
(1,804
|
)
|
|
(118
|
)
|
|||
Gains on acquisitions
|
—
|
|
|
83
|
|
|
(83
|
)
|
|||
Impairment losses
|
(1,039
|
)
|
|
(1,040
|
)
|
|
1
|
|
|||
Losses on interest rate derivatives
|
(37
|
)
|
|
(12
|
)
|
|
(25
|
)
|
|||
Non-cash unit-based compensation expense
|
(99
|
)
|
|
(70
|
)
|
|
(29
|
)
|
|||
Unrealized gains (losses) on commodity risk management activities
|
59
|
|
|
(136
|
)
|
|
195
|
|
|||
Inventory valuation adjustments
|
24
|
|
|
97
|
|
|
(73
|
)
|
|||
Losses on extinguishments of debt
|
(89
|
)
|
|
—
|
|
|
(89
|
)
|
|||
Impairment of investments in unconsolidated affiliates
|
(313
|
)
|
|
(308
|
)
|
|
(5
|
)
|
|||
Equity in earnings of unconsolidated affiliates
|
144
|
|
|
270
|
|
|
(126
|
)
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
(716
|
)
|
|
(675
|
)
|
|
(41
|
)
|
|||
Adjusted EBITDA related to discontinued operations
|
(223
|
)
|
|
(199
|
)
|
|
(24
|
)
|
|||
Other, net
|
155
|
|
|
79
|
|
|
76
|
|
|||
Income from continuing operations before income tax benefit
|
710
|
|
|
204
|
|
|
506
|
|
|||
Income tax benefit from continuing operations
|
(1,833
|
)
|
|
(258
|
)
|
|
(1,575
|
)
|
|||
Income from continuing operations
|
2,543
|
|
|
462
|
|
|
2,081
|
|
|||
Income (loss) from discontinued operations, net of income taxes
|
(177
|
)
|
|
(462
|
)
|
|
285
|
|
|||
Net income
|
$
|
2,366
|
|
|
$
|
—
|
|
|
$
|
2,366
|
|
•
|
an increase of
$48 million
of expense recognized by Sunoco LP primarily due to increased term loan borrowings and the issuance of senior notes;
|
•
|
an increase of
$48 million
of expense recognized by ETP primarily due to recent debt issuances by ETP and its consolidated subsidiaries; and
|
•
|
an increase of
$20 million
of expense recognized by the Parent Company primarily due to increased borrowings.
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Investment in ETP
|
$
|
8,253
|
|
|
$
|
6,747
|
|
Investment in Sunoco LP
|
1,108
|
|
|
1,156
|
|
||
Investment in Lake Charles LNG
|
197
|
|
|
197
|
|
||
Adjustments and eliminations
|
(1
|
)
|
|
(1
|
)
|
||
Total segment margin
|
9,557
|
|
|
8,099
|
|
||
|
|
|
|
||||
Less:
|
|
|
|
||||
Operating expenses
|
2,644
|
|
|
2,307
|
|
||
Depreciation, depletion and amortization
|
2,554
|
|
|
2,216
|
|
||
Selling, general and administrative
|
607
|
|
|
693
|
|
||
Impairment losses
|
1,039
|
|
|
1,040
|
|
||
Operating income
|
$
|
2,713
|
|
|
$
|
1,843
|
|
|
Years Ended December 31,
|
|
|
||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
Revenues
|
$
|
29,054
|
|
|
$
|
21,827
|
|
|
$
|
7,227
|
|
Cost of products sold
|
20,801
|
|
|
15,080
|
|
|
5,721
|
|
|||
Segment margin
|
8,253
|
|
|
6,747
|
|
|
1,506
|
|
|||
Unrealized (gains) losses on commodity risk management activities
|
(56
|
)
|
|
131
|
|
|
(187
|
)
|
|||
Operating expenses, excluding non-cash compensation expense
|
(2,103
|
)
|
|
(1,841
|
)
|
|
(262
|
)
|
|||
Selling, general and administrative expenses, excluding non-cash compensation expense
|
(392
|
)
|
|
(351
|
)
|
|
(41
|
)
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
984
|
|
|
946
|
|
|
38
|
|
|||
Other, net
|
26
|
|
|
101
|
|
|
(75
|
)
|
|||
Segment Adjusted EBITDA
|
$
|
6,712
|
|
|
$
|
5,733
|
|
|
$
|
979
|
|
•
|
an increase of
$13 million
in ETP’s intrastate transportation and storage operations resulting from an increase of
$74 million
due to higher realized gains from pipeline optimization activity and an increase of
$10 million
in retained fuel sales. These increases were offset by a
$57 million
decrease in transportation fees due to renegotiated contracts and an
$11 million
decrease in storage margin;
|
•
|
an increase of
$348 million
in ETP’s midstream operations primarily due to a $210 million increase in non-fee based margins (excluding changes in unrealized gains and losses) due to higher realized crude oil and NGL prices and volume increases and a
$144 million
increase in fee-based revenues due to minimum volume commitments in South Texas, increased volumes in
|
•
|
an increase of
$145 million
in ETP’s NGL and refined products transportation and services operations due to an increase in transportation margin of
$124 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
$84 million
, primarily due to higher NGL volumes from most major producing regions; and an increase in terminal services margin of
$29 million
due to a
$43 million
increase from higher throughput volumes on the Marcus Hook and Nederland NGL terminals offset by lower refined products terminal throughput and the sale of one of ETP’s refined product terminals in April 2017; partially offset by a decrease of
$54 million
in marketing margin (excluding changes in unrealized gains of
$95 million
) primarily due to the timing of the recognition of margin from optimization activities; an increase of
$37 million
in operating expenses primarily due to increased utilities costs associated with ETP’s fourth fractionator at Mont Belvieu and the Mariner project ramp up at the Marcus Hook Industrial Complex and an increase in general and administrative expenses of
$8 million
due to higher allocations; and
|
•
|
an increase of
$545 million
in ETP’s crude oil transportation and services operations due to an increase of
$724 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
$90 million
from existing assets due to increased volumes throughout the system; and an increase of
$16 million
from increased throughput fees, and tank rentals, primarily from increased activity at ETP’s Nederland, Texas crude terminal; 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
$78 million
in margin from ETP’s crude oil acquisition and marketing business resulting from less favorable market price spreads particularly in the first three quarters of 2017; an increase of
$183 million
in operating expenses primarily due to placing the Bakken Pipeline in service; and an increase of
$24 million
in selling, general and administrative expenses primarily due to merger fees and legal and environmental reserves; partially offset by
|
•
|
a decrease of
$19 million
in ETP’s interstate transportation and storage operations primarily due to a decrease in reservation revenues of
$45 million
on the Panhandle, Trunkline, and Transwestern pipelines, a decrease of
$17 million
in gas parking service related revenues on the Panhandle and Trunkline pipelines primarily due to lack of customer demand resulting from weak spreads, a decrease of
$19 million
in revenues on the Tiger pipeline due to contract restructuring, and a decrease of
$5 million
on the Sea Robin pipeline due to producer maintenance and production declines. These decreases were partially offset by
$55 million
of incremental revenues from the placement in partial service of the Rover pipeline effective August 31, 2017, a
$6 million
dollar decrease in operating expenses and
$4 million
increase in adjusted EBITDA from unconsolidated affiliates; and
|
•
|
a decrease of
$53 million
in ETP’s all other operations due to a decrease of
$90 million
related to the termination of management fees paid by ETE that ended in 2016; a decrease of
$31 million
from the mark-to-market of physical system gas and settled derivative; and an increase of
$17 million
in transaction related expenses; partially offset by an increase of
$33 million
in Adjusted EBITDA related to ETP’s investment in PES; a one-time fee of
$15 million
received from a joint venture affiliate; an increase of
$20 million
in crude and power trading activates, primarily from the liquidation of crude inventories; and a decrease of
$11 million
in expenses related to ETP’s compression business.
|
|
Years Ended December 31,
|
|
|
||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
Citrus
|
$
|
336
|
|
|
$
|
329
|
|
|
$
|
7
|
|
FEP
|
74
|
|
|
75
|
|
|
(1
|
)
|
|||
MEP
|
88
|
|
|
90
|
|
|
(2
|
)
|
|||
HPC
|
46
|
|
|
61
|
|
|
(15
|
)
|
|||
Sunoco LP
|
268
|
|
|
271
|
|
|
(3
|
)
|
|||
Other
|
172
|
|
|
120
|
|
|
52
|
|
|||
Total Adjusted EBITDA related to unconsolidated affiliates
|
$
|
984
|
|
|
$
|
946
|
|
|
$
|
38
|
|
|
Years Ended December 31,
|
|
|
||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
Revenues
|
$
|
11,723
|
|
|
$
|
9,986
|
|
|
$
|
1,737
|
|
Cost of products sold
|
10,615
|
|
|
8,830
|
|
|
1,785
|
|
|||
Segment margin
|
1,108
|
|
|
1,156
|
|
|
(48
|
)
|
|||
Unrealized (gains) losses on commodity risk management activities
|
(3
|
)
|
|
5
|
|
|
(8
|
)
|
|||
Operating expenses, excluding non-cash compensation expense
|
(456
|
)
|
|
(455
|
)
|
|
(1
|
)
|
|||
Selling, general and administrative, excluding non-cash compensation expense
|
(116
|
)
|
|
(142
|
)
|
|
26
|
|
|||
Inventory fair value adjustments
|
(24
|
)
|
|
(98
|
)
|
|
74
|
|
|||
Adjusted EBITDA from discontinued operations
|
223
|
|
|
199
|
|
|
24
|
|
|||
Segment Adjusted EBITDA
|
$
|
732
|
|
|
$
|
665
|
|
|
$
|
67
|
|
•
|
an increase of
$18 million
in gross margin (excluding a
$74 million
change in fair value adjustments related to inventory and unrealized gains and losses on commodity risk management activities) primarily caused by an increase in wholesale motor fuel gross profit per gallon, partially offset by a net increase in other gross profit consisting of merchandise, rental & other and retail motor fuel of
$13 million
;
|
•
|
a decrease of
$26 million
in general and administrative expenses primarily due to higher costs in 2016 related to relocation, employee termination, and higher contract labor and professional fees as the Partnership transitioned offices in Philadelphia, Pennsylvania, Houston, Texas, and Corpus Christi, Texas to Dallas during 2016; and
|
•
|
an increase of $24 million related to discontinued operations; offset by
|
•
|
an increase of
$1 million
in other operating expenses primarily attributable to Sunoco LP’s retail business which has expanded through third-party acquisitions as well as through the construction of new-to-industry sites.
|
|
Years Ended December 31,
|
|
|
||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
Revenues
|
$
|
197
|
|
|
$
|
197
|
|
|
$
|
—
|
|
Operating expenses, excluding non-cash compensation expense
|
(19
|
)
|
|
(16
|
)
|
|
(3
|
)
|
|||
Selling, general and administrative, excluding non-cash compensation expense
|
(3
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Segment Adjusted EBITDA
|
$
|
175
|
|
|
$
|
179
|
|
|
$
|
(4
|
)
|
|
Years Ended December 31,
|
|
|
||||||||
|
2016*
|
|
2015*
|
|
Change
|
||||||
Segment Adjusted EBITDA:
|
|
|
|
|
|
||||||
Investment in ETP
|
$
|
5,733
|
|
|
$
|
5,517
|
|
|
$
|
216
|
|
Investment in Sunoco LP
|
665
|
|
|
719
|
|
|
(54
|
)
|
|||
Investment in Lake Charles LNG
|
179
|
|
|
196
|
|
|
(17
|
)
|
|||
Corporate and other
|
(170
|
)
|
|
(104
|
)
|
|
(66
|
)
|
|||
Adjustments and eliminations
|
(272
|
)
|
|
(590
|
)
|
|
318
|
|
|||
Total
|
6,135
|
|
|
5,738
|
|
|
397
|
|
|||
Depreciation, depletion and amortization
|
(2,216
|
)
|
|
(1,951
|
)
|
|
(265
|
)
|
|||
Interest expense, net of interest capitalized
|
(1,804
|
)
|
|
(1,622
|
)
|
|
(182
|
)
|
|||
Gain on acquisitions
|
83
|
|
|
—
|
|
|
83
|
|
|||
Impairment losses
|
(1,040
|
)
|
|
(339
|
)
|
|
(701
|
)
|
|||
Losses on interest rate derivatives
|
(12
|
)
|
|
(18
|
)
|
|
6
|
|
|||
Non-cash compensation expense
|
(70
|
)
|
|
(91
|
)
|
|
21
|
|
|||
Unrealized losses on commodity risk management activities
|
(136
|
)
|
|
(65
|
)
|
|
(71
|
)
|
|||
Inventory valuation adjustments
|
97
|
|
|
(67
|
)
|
|
164
|
|
|||
Losses on extinguishments of debt
|
—
|
|
|
(43
|
)
|
|
43
|
|
|||
Impairment of investment in unconsolidated affiliate
|
(308
|
)
|
|
—
|
|
|
(308
|
)
|
|||
Equity in earnings of unconsolidated affiliates
|
270
|
|
|
276
|
|
|
(6
|
)
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
(675
|
)
|
|
(713
|
)
|
|
38
|
|
|||
Adjusted EBITDA related to discontinued operations
|
(199
|
)
|
|
(228
|
)
|
|
29
|
|
|||
Other, net
|
79
|
|
|
23
|
|
|
56
|
|
|||
Income from continuing operations before income tax expense
|
204
|
|
|
900
|
|
|
(696
|
)
|
|||
Income tax expense (benefit) from continuing operations
|
(258
|
)
|
|
(123
|
)
|
|
(135
|
)
|
|||
Income from continuing operations
|
462
|
|
|
1,023
|
|
|
(561
|
)
|
|||
Income (loss) from discontinued operations, net of income taxes
|
(462
|
)
|
|
38
|
|
|
(500
|
)
|
|||
Net income
|
$
|
—
|
|
|
$
|
1,061
|
|
|
$
|
(1,061
|
)
|
•
|
an increase of
$94 million
of expense recognized by Sunoco LP primarily due to increased term loan borrowings, the issuance of senior notes and an increase in borrowings under the Sunoco LP revolving credit facility;
|
•
|
an increase of
$33 million
of expense recognized by the Parent Company primarily related to the May 2015 issuance of $1 billion aggregate principal amount of its 5.5% senior notes; and
|
•
|
an increase of
$53 million
of expense recognized by ETP (excluding interest expense related to Sunoco LP for the period prior to ETP’s deconsolidation of Sunoco LP on July 1, 2015) primarily due to recent debt issuances by ETP and its consolidated subsidiaries.
|
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Investment in ETP
|
$
|
6,747
|
|
|
$
|
7,578
|
|
Investment in Sunoco LP
|
1,156
|
|
|
980
|
|
||
Investment in Lake Charles LNG
|
197
|
|
|
216
|
|
||
Adjustments and eliminations
|
(1
|
)
|
|
(1,346
|
)
|
||
Total segment margin
|
8,099
|
|
|
7,428
|
|
||
|
|
|
|
||||
Less:
|
|
|
|
||||
Operating expenses
|
2,307
|
|
|
2,303
|
|
||
Depreciation, depletion and amortization
|
2,216
|
|
|
1,951
|
|
||
Selling, general and administrative
|
693
|
|
|
548
|
|
||
Impairment losses
|
1,040
|
|
|
339
|
|
||
Operating income
|
$
|
1,843
|
|
|
$
|
2,287
|
|
|
Years Ended December 31,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Revenues
|
$
|
21,827
|
|
|
$
|
34,292
|
|
|
$
|
(12,465
|
)
|
Cost of products sold
|
15,080
|
|
|
26,714
|
|
|
(11,634
|
)
|
|||
Segment margin
|
6,747
|
|
|
7,578
|
|
|
(831
|
)
|
|||
Unrealized losses on commodity risk management activities
|
131
|
|
|
65
|
|
|
66
|
|
|||
Operating expenses, excluding non-cash compensation expense
|
(1,841
|
)
|
|
(2,621
|
)
|
|
780
|
|
|||
Selling, general and administrative expenses, excluding non-cash compensation expense
|
(351
|
)
|
|
(482
|
)
|
|
131
|
|
|||
Inventory valuation adjustments
|
—
|
|
|
(58
|
)
|
|
58
|
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
946
|
|
|
937
|
|
|
9
|
|
|||
Other, net
|
101
|
|
|
98
|
|
|
3
|
|
|||
Segment Adjusted EBITDA
|
$
|
5,733
|
|
|
$
|
5,517
|
|
|
$
|
216
|
|
•
|
an increase of
$70 million
on ETP’s intrastate transportation and storage operations driven by
$34 million
in natural gas sales (excluding changes in unrealized losses of
$17 million
) primarily due to higher realized gains from the buying and selling of gas along ETP’s system and an increase of
$37 million
in storage margin (excluding net changes in unrealized amounts of
$28 million
related to fair value inventory adjustments and unrealized gains and losses on derivatives);
|
•
|
an increase of
$317 million
in ETP’s NGL and refined products transportation and services operations due to an increase in transportation and terminal margin of
$239 million
primarily due to the ramp-up of several organic growth projects as well as increased volumes from all producing regions; an increase in fractionation and refinery services margin of
$118 million
(excluding unrealized gains and losses) primarily due to higher NGL volumes from most major producing regions; an increase in storage margin of
$36 million
primarily due to increased volumes from ETP’s Mont Belvieu fractionators; partially offset by a decrease in marketing margin of
$42 million
(excluding net changes in unrealized gains and losses of
$50 million
) primarily due to lower spreads, the timing of withdrawals, and the timing of the recognition of margin from optimization activities; partially offset by an increase of
$33 million
in operating expenses primarily due to increased costs associated with
|
•
|
an increase of
$313 million
in ETP’s crude oil transportation and services operations due to an increase of
$158 million
resulting primarily from placing our Permian Express II pipeline in service in the third quarter of 2015, as well as the acquisition of a crude oil gathering system in West Texas; an increase of
$49 million
from existing assets due to increased volumes throughout the system; an increase of
$31 million
from our crude terminals assets, largely related to the Nederland facility; and an increase of
$74 million
from our crude oil acquisition and marketing activity; offset by an increase of
$5 million
in selling, general and administrative expenses; partially offset by
|
•
|
a decrease
$38 million
in ETP’s interstate transportation and storage operations caused by a
$56 million
decrease in revenues primarily caused by contract restructuring on the Tiger pipeline, lower reservation revenues on the Panhandle and Trunkline pipelines, lower sales of capacity in the Phoenix and San Juan areas on the Transwestern pipeline, the transfer of one of the Trunkline pipelines which was repurposed from natural gas service to crude oil service, the expiration of a transportation rate schedule on the Transwestern pipeline, and declines in production and third-party maintenance on the Sea Robin pipeline, partially offset by higher reservation revenues on the Transwestern pipeline and higher parking revenues on the Panhandle and Trunkline pipelines;
|
•
|
a decrease of
$104 million
in ETP’s midstream operations due to decreases in gathered volumes primarily due to declines in the South Texas, North Texas, and Mid-Continent/Panhandle regions, partially offset by increases in the Permian region and the impact of recent acquisitions, including PennTex; and
|
•
|
a decrease of
$308 million
due to the transfer and contribution of ETP’s retail marketing assets to Sunoco LP. The consolidated results of Sunoco LP are reflected in the results for ETP’s all other above through June 2015. Effective July 1, 2015, Sunoco LP was deconsolidated, and the results for all other reflect adjusted EBITDA related to unconsolidated affiliates for ETP’s limited partner interests in Sunoco LP. The impact of the deconsolidation of Sunoco LP reduced segment margin, operating expenses and selling, general and administrative expenses; the impact to segment adjusted EBITDA is offset by the incremental adjusted EBITDA related to unconsolidated affiliates from ETP’s equity method investment in Sunoco LP subsequent to the deconsolidation; and
|
•
|
a decrease of
$76 million
in adjusted EBITDA related to ETP’s investment in PES.
|
|
Years Ended December 31,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Citrus
|
$
|
329
|
|
|
$
|
315
|
|
|
$
|
14
|
|
FEP
|
75
|
|
|
75
|
|
|
—
|
|
|||
MEP
|
90
|
|
|
96
|
|
|
(6
|
)
|
|||
HPC
|
61
|
|
|
61
|
|
|
—
|
|
|||
Sunoco, LLC
|
—
|
|
|
91
|
|
|
(91
|
)
|
|||
Sunoco LP
|
271
|
|
|
137
|
|
|
134
|
|
|||
Other
|
120
|
|
|
162
|
|
|
(42
|
)
|
|||
Total Adjusted EBITDA related to unconsolidated affiliates
|
$
|
946
|
|
|
$
|
937
|
|
|
$
|
9
|
|
|
Years Ended December 31,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Revenues
|
$
|
9,986
|
|
|
$
|
12,430
|
|
|
$
|
(2,444
|
)
|
Cost of products sold
|
8,830
|
|
|
11,450
|
|
|
(2,620
|
)
|
|||
Segment margin
|
1,156
|
|
|
980
|
|
|
176
|
|
|||
Unrealized losses on commodity risk management activities
|
5
|
|
|
2
|
|
|
3
|
|
|||
Operating expenses, excluding non-cash compensation expense
|
(455
|
)
|
|
(451
|
)
|
|
(4
|
)
|
|||
Selling, general and administrative, excluding non-cash compensation expense
|
(142
|
)
|
|
(118
|
)
|
|
(24
|
)
|
|||
Inventory fair value adjustments
|
(98
|
)
|
|
78
|
|
|
(176
|
)
|
|||
Adjusted EBITDA from discontinued operations
|
199
|
|
|
228
|
|
|
(29
|
)
|
|||
Segment Adjusted EBITDA
|
$
|
665
|
|
|
$
|
719
|
|
|
$
|
(54
|
)
|
•
|
a change of
$176 million
in the fair value adjustment to inventory resulting from changes in fuels prices during the year ended December 31, 2016;
|
•
|
a decrease of
$29 million
related to Sunoco LP’s retail operations that have been classified as discontinued operations;
|
•
|
an increase of
$24 million
in general and administrative expenses primarily due to $18 million for the transition of employees from Houston, Texas, Corpus Christi, Texas and Philadelphia, Pennsylvania to Dallas, Texas, with the remaining increase due to higher professional fees and other administrative expenses; partially offset by
|
•
|
an increase of
$176 million
in segment margin primarily caused by an increase in wholesale motor fuel gross profit of $212 million due to a 28.7%, or $0.55, decrease in the cost per wholesale motor fuel gallon, offset by a decrease in the gross profit on retail motor fuel of $37 million.
|
|
Years Ended December 31,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Revenues
|
$
|
197
|
|
|
$
|
216
|
|
|
$
|
(19
|
)
|
Operating expenses, excluding non-cash compensation expense
|
(16
|
)
|
|
(17
|
)
|
|
1
|
|
|||
Selling, general and administrative, excluding non-cash compensation expense
|
(2
|
)
|
|
(3
|
)
|
|
1
|
|
|||
Segment Adjusted EBITDA
|
$
|
179
|
|
|
$
|
196
|
|
|
$
|
(17
|
)
|
|
Growth
|
|
Maintenance
|
||||||||||||
|
Low
|
|
High
|
|
Low
|
|
High
|
||||||||
Intrastate transportation and storage
|
$
|
225
|
|
|
$
|
250
|
|
|
$
|
30
|
|
|
$
|
35
|
|
Interstate transportation and storage
(1)
|
450
|
|
|
500
|
|
|
115
|
|
|
120
|
|
||||
Midstream
|
750
|
|
|
800
|
|
|
120
|
|
|
130
|
|
||||
NGL and refined products transportation and services
|
2,425
|
|
|
2,475
|
|
|
65
|
|
|
75
|
|
||||
Crude oil transportation and services
(1)
|
425
|
|
|
525
|
|
|
90
|
|
|
100
|
|
||||
All other (including eliminations)
|
75
|
|
|
100
|
|
|
60
|
|
|
65
|
|
||||
Total capital expenditures
|
$
|
4,350
|
|
|
$
|
4,650
|
|
|
$
|
480
|
|
|
$
|
525
|
|
Less: Project level non-recourse financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Partnership level capital funding
|
$
|
4,350
|
|
|
$
|
4,650
|
|
|
$
|
480
|
|
|
$
|
525
|
|
(1)
|
Includes capital expenditures related to ETP’s proportionate ownership of the Bakken, Rover and Bayou Bridge pipeline projects.
|
|
December 31,
|
||||||
|
2017
|
|
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 Notes due March 2023
|
1,000
|
|
|
—
|
|
||
ETE Senior Secured Term Loan due December 2, 2019
|
—
|
|
|
2,190
|
|
||
ETE Senior Secured Term Loan due February 2, 2024
|
1,220
|
|
|
—
|
|
||
ETE Senior Secured Revolving Credit Facility due December 18, 2018
|
—
|
|
|
875
|
|
||
ETE Senior Secured Revolving Credit Facility due March 24, 2022
|
1,188
|
|
|
—
|
|
||
Subsidiary Indebtedness:
|
|
|
|
||||
ETP Senior Notes
|
27,005
|
|
|
24,855
|
|
||
Panhandle Senior Notes
|
785
|
|
|
1,085
|
|
||
Sunoco, Inc. Senior Notes
|
—
|
|
|
400
|
|
||
Transwestern Senior Notes
|
575
|
|
|
657
|
|
||
Sunoco LP Senior Notes, Term Loan and lease-related obligations
|
3,556
|
|
|
3,561
|
|
||
Credit Facilities and Commercial Paper:
|
|
|
|
||||
ETP $4.0 billion Revolving Credit Facility due December 2022
|
2,292
|
|
|
—
|
|
||
ETP $1.0 billion 364-Day Credit Facility due November 2018
(1)
|
50
|
|
|
—
|
|
||
ETLP $3.75 billion Revolving Credit Facility due November 2019
|
—
|
|
|
2,777
|
|
||
Legacy Sunoco Logistics $2.50 billion Revolving Credit Facility due March 2020
|
—
|
|
|
1,292
|
|
||
Legacy Sunoco Logistics $1.0 billion 364-Day Credit Facility due December 2017
|
—
|
|
|
630
|
|
||
Sunoco LP $1.5 billion Revolving Credit Facility due September 2019
|
765
|
|
|
1,000
|
|
||
Bakken Project $2.50 billion Credit Facility due August 2019
|
2,500
|
|
|
1,100
|
|
||
PennTex $275 million MLP Revolving Credit Facility due December 2019
|
—
|
|
|
168
|
|
||
Other long-term debt
|
8
|
|
|
31
|
|
||
Unamortized premiums and fair value adjustments, net
|
50
|
|
|
101
|
|
||
Deferred debt issuance costs
|
(247
|
)
|
|
(257
|
)
|
||
Total debt
|
44,084
|
|
|
43,802
|
|
||
Less: current maturities of long-term debt
|
413
|
|
|
1,194
|
|
||
Long-term debt, less current maturities
|
$
|
43,671
|
|
|
$
|
42,608
|
|
(1)
|
Borrowings under 364-day credit facilities were classified as long-term debt based on the Partnership’s ability and intent to refinance such borrowings on a long-term basis.
|
•
|
Maximum Leverage Ratio – Consolidated Funded Debt (as defined therein) of the Parent Company (as defined) to EBITDA (as defined therein) of the Parent Company of not more than
6.0
to
1
, with a permitted increase to
7.0
to
1
during a specified acquisition period following the close of a specified acquisition; and
|
•
|
Consolidated EBITDA (as defined therein) to interest expense of not less than
1.5
to
1
.
|
•
|
incur indebtedness;
|
•
|
grant liens;
|
•
|
enter into mergers;
|
•
|
dispose of assets;
|
•
|
make certain investments;
|
•
|
make Distributions (as defined in the ETP Credit Facilities) during certain Defaults (as defined in the ETP Credit Facilities) and during any Event of Default (as defined in the ETP Credit Facilities);
|
•
|
engage in business substantially different in nature than the business currently conducted by the Partnership and its subsidiaries;
|
•
|
engage in transactions with affiliates; and
|
•
|
enter into restrictive agreements.
|
•
|
prohibition of certain incremental secured indebtedness;
|
•
|
prohibition of certain liens / negative pledge;
|
•
|
limitations on uses of loan proceeds;
|
•
|
limitations on asset sales and purchases;
|
•
|
limitations on permitted business activities;
|
•
|
limitations on mergers and acquisitions;
|
•
|
limitations on investments;
|
•
|
limitations on transactions with affiliates; and
|
•
|
maintenance of commercially reasonable insurance coverage.
|
•
|
$1.00 billion
aggregate principal amount of
4.875%
,
senior notes due 2023;
|
•
|
$800 million
aggregate principal amount of
5.50%
senior notes due 2026; and
|
•
|
$400 million
aggregate principal amount of
5.875%
senior notes due 2028.
|
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than 5 Years
|
||||||||||
Long-term debt
|
|
$
|
44,281
|
|
|
$
|
1,705
|
|
|
$
|
9,179
|
|
|
$
|
8,745
|
|
|
$
|
24,652
|
|
Interest on long-term debt
(1)
|
|
24,908
|
|
|
2,197
|
|
|
3,887
|
|
|
3,081
|
|
|
15,743
|
|
|||||
Payments on derivatives
|
|
223
|
|
|
84
|
|
|
139
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments
(2)
|
|
3,605
|
|
|
3,443
|
|
|
99
|
|
|
35
|
|
|
28
|
|
|||||
Transportation, natural gas storage and fractionation contracts
|
|
25
|
|
|
19
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
|
1,069
|
|
|
113
|
|
|
196
|
|
|
154
|
|
|
606
|
|
|||||
Other
(3)
|
|
185
|
|
|
32
|
|
|
56
|
|
|
45
|
|
|
52
|
|
|||||
Total
(4)
|
|
$
|
74,296
|
|
|
$
|
7,593
|
|
|
$
|
13,562
|
|
|
$
|
12,060
|
|
|
$
|
41,081
|
|
(1)
|
Interest payments on long-term debt are based on the principal amount of debt obligations as of
December 31, 2017
. With respect to variable rate debt, the interest payments were estimated using the interest rate as of
December 31, 2017
. To the extent interest rates change, our contractual obligation for interest payments will change. See “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for further discussion.
|
(2)
|
We define a purchase commitment as an agreement to purchase goods or services that is enforceable and legally binding (unconditional) on us that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transactions. We have long and short-term product purchase obligations for refined product and energy commodities with third-party suppliers. These purchase obligations are entered into at either variable or fixed prices. The purchase prices that we are obligated to pay under variable price contracts approximate market prices at the time we take delivery of the volumes. Our estimated future variable price contract payment obligations are based on the
December 31, 2017
market price of the applicable commodity applied to future volume commitments. Actual future payment obligations may vary depending on market prices at the time of delivery. The purchase prices that we are obligated to pay under fixed price contracts are established at the inception of the contract. Our estimated future fixed price contract payment obligations are based on the contracted fixed price under each commodity contract. Obligations shown in the table represent estimated payment obligations under these contracts for the periods indicated.
|
(3)
|
Expected contributions to fund our pension and postretirement benefit plans were included in “Other” above. Environmental liabilities, asset retirement obligations, unrecognized tax benefits, contingency accruals and deferred revenue, which were included in “Other non-current liabilities” in our consolidated balance sheets were excluded from the table above as the amounts do not represent contractual obligations or, in some cases, the amount and/or timing of the cash payments is uncertain.
|
(4)
|
Excludes net non-current deferred tax liabilities of
$3.32 billion
due to uncertainty of the timing of future cash flows for such liabilities.
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
December 31, 2014
|
|
February 6, 2015
|
|
February 19, 2015
|
|
$
|
0.2250
|
|
March 31, 2015
|
|
May 8, 2015
|
|
May 19, 2015
|
|
0.2450
|
|
|
June 30, 2015
|
|
August 6, 2015
|
|
August 19, 2015
|
|
0.2650
|
|
|
September 30, 2015
|
|
November 5, 2015
|
|
November 19, 2015
|
|
0.2850
|
|
|
December 31, 2015
|
|
February 4, 2016
|
|
February 19, 2016
|
|
0.2850
|
|
|
March 31, 2016
(1)
|
|
May 6, 2016
|
|
May 19, 2016
|
|
0.2850
|
|
|
June 30, 2016
(1)
|
|
August 8, 2016
|
|
August 19, 2016
|
|
0.2850
|
|
|
September 30, 2016
(1)
|
|
November 7, 2016
|
|
November 18, 2016
|
|
0.2850
|
|
|
December 31, 2016
(1)
|
|
February 7, 2017
|
|
February 21, 2017
|
|
0.2850
|
|
|
March 31, 2017
|
|
May 10, 2017
|
|
May 19, 2017
|
|
0.2850
|
|
|
June 30, 2017
|
|
August 7, 2017
|
|
August 21, 2017
|
|
0.2850
|
|
|
September 30, 2017
|
|
November 7, 2017
|
|
November 20, 2017
|
|
0.2950
|
|
|
December 31, 2017
|
|
February 8, 2018
|
|
February 20, 2018
|
|
0.3050
|
|
(1)
|
Certain common unitholders elected to participate in a plan pursuant to which those unitholders elected to forego their cash distributions on all or a portion of their common units for a period of up to nine quarters commencing with the distribution for the quarter ended March 31, 2016 and, in lieu of receiving cash distributions on these common units for each such quarter, each said unitholder received Convertible Units (on a one-for-one basis for each common unit as to which the participating unitholder elected be subject to this plan) that entitled them to receive a cash distribution of up to $0.11 per Convertible Unit. See Note 8 to the Partnership’s consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data.”
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
March 31, 2016
|
|
May 6, 2016
|
|
May 19, 2016
|
|
$
|
0.1100
|
|
June 30, 2016
|
|
August 8, 2016
|
|
August 19, 2016
|
|
0.1100
|
|
|
September 30, 2016
|
|
November 7, 2016
|
|
November 18, 2016
|
|
0.1100
|
|
|
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
|
|
|
December 31, 2017
|
|
February 8, 2018
|
|
February 20, 2018
|
|
0.1100
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Limited Partners
|
$
|
1,022
|
|
|
$
|
971
|
|
|
$
|
1,139
|
|
General Partner interest
|
3
|
|
|
3
|
|
|
2
|
|
|||
Class D units
|
—
|
|
|
—
|
|
|
3
|
|
|||
Total Parent Company distributions
|
$
|
1,025
|
|
|
$
|
974
|
|
|
$
|
1,144
|
|
|
Percentage of Total Distributions to IDRs
|
|
ETP
|
|
|
Quarterly Distribution Rate Target Amounts
|
|
Minimum Quarterly Distribution
|
—%
|
|
$0.0750
|
First Target Distribution
|
—%
|
|
up to $0.0833
|
Second Target Distribution
|
13%
|
|
above $0.0833 up to $0.0958
|
Third Target Distribution
|
35%
|
|
above $0.0958 up to $0.2638
|
Thereafter
|
48%
|
|
above $0.2638
|
|
Percentage of Total Distributions to IDRs
|
|
Sunoco LP
|
|
|
Quarterly Distribution Rate Target Amounts
|
|
Minimum quarterly distribution
|
—%
|
|
$0.4375
|
First target distribution
|
—%
|
|
$0.4375 to $0.503125
|
Second target distribution
|
15%
|
|
$0.503125 to $0.546875
|
Third target distribution
|
25%
|
|
$0.546875 to $0.656250
|
Fourth target distribution
|
50%
|
|
Above $0.656250
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Distributions from ETP:
|
|
|
|
|
|
||||||
Limited Partners
|
$
|
61
|
|
|
$
|
28
|
|
|
$
|
54
|
|
Class H Units
|
—
|
|
|
357
|
|
|
263
|
|
|||
General Partner interest
|
16
|
|
|
32
|
|
|
31
|
|
|||
IDRs
|
1,638
|
|
|
1,363
|
|
|
1,261
|
|
|||
IDR relinquishments net of Class I Unit distributions
|
(656
|
)
|
|
(409
|
)
|
|
(111
|
)
|
|||
Total distributions from ETP
|
1,059
|
|
|
1,371
|
|
|
1,498
|
|
|||
Distributions from Sunoco LP
(1)
|
|
|
|
|
|
||||||
Limited Partner interests
|
7
|
|
|
7
|
|
|
—
|
|
|||
IDRs
|
85
|
|
|
81
|
|
|
25
|
|
|||
Series A Preferred
|
23
|
|
|
—
|
|
|
—
|
|
|||
Total distributions received from subsidiaries
|
$
|
1,174
|
|
|
$
|
1,459
|
|
|
$
|
1,523
|
|
(1)
|
Effective July 1, 2015, ETE acquired 100% of the membership interests of Sunoco GP, the general partner of Sunoco LP, and all of the IDRs of Sunoco LP from ETP. Effective January 1, 2016, ETE acquired 2,263,158 common units of Sunoco LP.
|
|
|
Total Year
|
||
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
|
|
ETP
|
|
Sunoco Logistics
|
||||
December 31, 2014
|
|
$
|
0.6633
|
|
|
$
|
0.4000
|
|
March 31, 2015
|
|
0.6767
|
|
|
0.4190
|
|
||
June 30, 2015
|
|
0.6900
|
|
|
0.4380
|
|
||
September 30, 2015
|
|
0.7033
|
|
|
0.4580
|
|
||
December 31, 2015
|
|
0.7033
|
|
|
0.4790
|
|
||
March 31, 2016
|
|
0.7033
|
|
|
0.4890
|
|
||
June 30, 2016
|
|
0.7033
|
|
|
0.5000
|
|
||
September 30, 2016
|
|
0.7033
|
|
|
0.5100
|
|
||
December 31, 2016
|
|
0.7033
|
|
|
0.5200
|
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
March 31, 2017
|
|
May 10, 2017
|
|
May 16, 2017
|
|
$
|
0.5350
|
|
June 30, 2017
|
|
August 7, 2017
|
|
August 15, 2017
|
|
0.5500
|
|
|
September 30, 2017
|
|
November 7, 2017
|
|
November 14, 2017
|
|
0.5650
|
|
|
December 31, 2017
|
|
February 8, 2018
|
|
February 14, 2018
|
|
0.5650
|
|
|
Distribution per Preferred Unit
|
|||||||||||
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Series A
|
|
Series B
|
||||
December 31, 2017
|
|
February 1, 2018
|
|
February 15, 2018
|
|
$
|
15.451
|
|
|
$
|
16.378
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
ETP
|
|
Energy Transfer Partners, L.P.
|
|
Sunoco Logistics
|
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||
Common Units held by public
|
$
|
2,435
|
|
|
$
|
2,168
|
|
|
$
|
1,970
|
|
|
$
|
485
|
|
|
$
|
344
|
|
Common Units held by ETP
|
—
|
|
|
—
|
|
|
—
|
|
|
135
|
|
|
120
|
|
|||||
Common Units held by ETE
|
61
|
|
|
28
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|||||
Class H Units held by ETE
|
—
|
|
|
357
|
|
|
263
|
|
|
—
|
|
|
—
|
|
|||||
General Partner interest
|
16
|
|
|
32
|
|
|
31
|
|
|
15
|
|
|
12
|
|
|||||
Incentive distributions
|
1,638
|
|
|
1,363
|
|
|
1,261
|
|
|
397
|
|
|
281
|
|
|||||
IDR relinquishments
(1)
|
(656
|
)
|
|
(409
|
)
|
|
(111
|
)
|
|
(15
|
)
|
|
—
|
|
|||||
ETP Series A Preferred Units
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
ETP Series B Preferred Units
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total distributions declared to partners
|
$
|
3,518
|
|
|
$
|
3,539
|
|
|
$
|
3,468
|
|
|
$
|
1,017
|
|
|
$
|
757
|
|
(1)
|
Net of Class I unit distributions
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
December 31, 2014
|
|
February 17, 2015
|
|
February 27, 2015
|
|
$
|
0.6000
|
|
March 31, 2015
|
|
May 19, 2015
|
|
May 29, 2015
|
|
0.6450
|
|
|
June 30, 2015
|
|
August 18, 2015
|
|
August 28, 2015
|
|
0.6934
|
|
|
September 30, 2015
|
|
November 17, 2015
|
|
November 27, 2015
|
|
0.7454
|
|
|
December 31, 2015
|
|
February 5, 2016
|
|
February 16, 2016
|
|
0.8013
|
|
|
March 31, 2016
|
|
May 6, 2016
|
|
May 16, 2016
|
|
0.8173
|
|
|
June 30, 2016
|
|
August 5, 2016
|
|
August 15, 2016
|
|
0.8255
|
|
|
September 30, 2016
|
|
November 7, 2016
|
|
November 15, 2016
|
|
0.8255
|
|
|
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
|
|
|
December 31, 2017
|
|
February 06, 2018
|
|
February 14, 2018
|
|
0.8255
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Limited Partners:
|
|
|
|
|
|
||||||
Common units held by public
|
$
|
178
|
|
|
$
|
166
|
|
|
$
|
90
|
|
Common and subordinated units held by ETP
(1)
|
143
|
|
|
143
|
|
|
89
|
|
|||
Common and subordinated units held by ETE
|
7
|
|
|
8
|
|
|
—
|
|
|||
General Partner interest and Incentive distributions
(2)
|
85
|
|
|
81
|
|
|
30
|
|
|||
Series A Preferred
|
23
|
|
|
—
|
|
|
—
|
|
|||
Total distributions declared
|
$
|
436
|
|
|
$
|
398
|
|
|
$
|
209
|
|
(1)
|
Includes Sunoco LP units issued to ETP in connection with Sunoco LP’s acquisition of Susser from ETP in July 2015.
|
(2)
|
The Sunoco LP IDRs were held by ETP until July 2015, at which time the IDRs were exchanged with ETE. The total incentive distributions from Sunoco LP for the year ended December 31, 2015 include $5 million to ETP and 25 million to ETE related to the respective periods during which each held the IDRs.
|
•
|
A
$223 million
impairment was recorded related to the goodwill associated with CDM. In January 2018, ETP announced the contribution of CDM to USAC. Based on ETP’s anticipated proceeds in the contribution transaction, the implied fair value
|
•
|
A
$262 million
impairment was recorded related to the goodwill associated with ETP’s interstate transportation and storage reporting units, and a
$229 million
impairment was recorded related to the goodwill associated with the general partner of Panhandle. These impairments were due to a reduction in management’s forecasted future cash flows from the related reporting units, which reduction reflected the impacts discussed in “Results of Operations” above, along with the impacts of re-contracting assumptions related to future periods.
|
•
|
A
$79 million
impairment was recorded related to the goodwill associated ETP’s refined products transportation and services reporting unit. Subsequent to the Sunoco Logistics Merger, ETP restructured the internal reporting of legacy Sunoco Logistics’ business to be consistent with the internal reporting of legacy ETP. Subsequent to this reallocation the carrying value of certain refined products reporting units was less than the estimated fair value due to a reduction in management’s forecasted future cash flows from the related reporting units, and the goodwill associated with those reporting units was fully impaired. No goodwill remained in the respective reporting units subsequent to the impairment.
|
•
|
A
$127 million
impairment of property, plant and equipment
related to Sea Robin primarily due to a reduction in expected future cash flows due to an increase during 2017 in insurance costs related to offshore assets.
|
•
|
A
$141 million
impairment of ETP’s equity method investment in FEP. ETP concluded that the carrying value of its investment in FEP was other than temporarily impaired based on an anticipated decrease in production in the Fayetteville basin and a customer re-contracting with a competitor during 2017.
|
•
|
A
$172 million
impairment of ETP’s equity method investment in HPC primarily due to a decrease in projected future revenues and cash flows driven be the bankruptcy of one of HPC’s major customers in 2017 and an expectation that contracts expiring in the next few years will be renewed at lower tariff rates and lower volumes.
|
•
|
A
$638 million
goodwill impairment and a
$133 million
impairment to property, plant and equipment were recorded in its interstate transportation and storage operations primarily due to decreases in projected future revenues and cash flows driven by changes in the markets that these assets serve.
|
•
|
A
$32 million
goodwill impairment was recorded in its midstream operations primarily due to decreases in projected future revenues and cash flows driven by declines in commodity prices.
|
•
|
A
$308 million
impairment of ETP’s equity method investment in MEP. ETP concluded that the carrying value of its investment in MEP was other than temporarily impaired based on commercial discussions with current and potential shippers on MEP during 2016, which negatively affected the outlook for long-term transportation contract rates.
|
•
|
A
$99 million
goodwill impairment related to Transwestern primarily due to market declines in current and expected future commodity prices in the fourth quarter of 2015.
|
•
|
A
$106 million
goodwill impairment, a
$24 million
impairment of intangible assets, and a
$110 million
impairment to property, plant and equipment related to Lone Star Refinery Services primarily due to changes in assumptions related to potential future revenues and market declines in current and expected future commodity prices, as well as economic obsolescence identified as a result of low utilization.
|
•
|
the ability of our subsidiaries to make cash distributions to us, which is dependent on their results of operations, cash flows and financial condition;
|
•
|
the actual amount of cash distributions by our subsidiaries to us;
|
•
|
the volumes transported on our subsidiaries’ pipelines and gathering systems;
|
•
|
the level of throughput in our subsidiaries’ processing and treating facilities;
|
•
|
the fees our subsidiaries charge and the margins they realize for their gathering, treating, processing, storage and transportation services;
|
•
|
the prices and market demand for, and the relationship between, natural gas and NGLs;
|
•
|
energy prices generally;
|
•
|
the prices of natural gas and NGLs compared to the price of alternative and competing fuels;
|
•
|
the general level of petroleum product demand and the availability and price of NGL supplies;
|
•
|
the level of domestic oil, natural gas and NGL production;
|
•
|
the availability of imported oil, natural gas and NGLs;
|
•
|
actions taken by foreign oil and gas producing nations;
|
•
|
the political and economic stability of petroleum producing nations;
|
•
|
the effect of weather conditions on demand for oil, natural gas and NGLs;
|
•
|
availability of local, intrastate and interstate transportation systems;
|
•
|
the continued ability to find and contract for new sources of natural gas supply;
|
•
|
availability and marketing of competitive fuels;
|
•
|
the impact of energy conservation efforts;
|
•
|
energy efficiencies and technological trends;
|
•
|
governmental regulation and taxation;
|
•
|
changes to, and the application of, regulation of tariff rates and operational requirements related to our subsidiaries’ interstate and intrastate pipelines;
|
•
|
hazards or operating risks incidental to the gathering, treating, processing and transporting of natural gas and NGLs;
|
•
|
competition from other midstream companies and interstate pipeline companies;
|
•
|
loss of key personnel;
|
•
|
loss of key natural gas producers or the providers of fractionation services;
|
•
|
reductions in the capacity or allocations of third-party pipelines that connect with our subsidiaries pipelines and facilities;
|
•
|
the effectiveness of risk-management policies and procedures and the ability of our subsidiaries liquids marketing counterparties to satisfy their financial commitments;
|
•
|
the nonpayment or nonperformance by our subsidiaries’ customers;
|
•
|
regulatory, environmental, political and legal uncertainties that may affect the timing and cost of our subsidiaries’ internal growth projects, such as our subsidiaries’ construction of additional pipeline systems;
|
•
|
risks associated with the construction of new pipelines and treating and processing facilities or additions to our subsidiaries’ existing pipelines and facilities, including difficulties in obtaining permits and rights-of-way or other regulatory approvals and the performance by third-party contractors;
|
•
|
the availability and cost of capital and our subsidiaries’ ability to access certain capital sources;
|
•
|
a deterioration of the credit and capital markets;
|
•
|
risks associated with the assets and operations of entities in which our subsidiaries own less than a controlling interests, including risks related to management actions at such entities that our subsidiaries may not be able to control or exert influence;
|
•
|
the ability to successfully identify and consummate strategic acquisitions at purchase prices that are accretive to our financial results and to successfully integrate acquired businesses;
|
•
|
changes in laws and regulations to which we are subject, including tax, environmental, transportation and employment regulations or new interpretations by regulatory agencies concerning such laws and regulations; and
|
•
|
the costs and effects of legal and administrative proceedings.
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||
|
Notional Volume
|
|
Fair Value Asset (Liability)
|
|
Effect of Hypothetical 10% Change
|
|
Notional Volume
|
|
Fair Value Asset (Liability)
|
|
Effect of Hypothetical 10% Change
|
||||||||||
Mark-to-Market Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Trading)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural Gas (BBtu):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Swaps/Futures
|
1,078
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(683
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Basis Swaps IFERC/NYMEX
(1)
|
48,510
|
|
|
2
|
|
|
1
|
|
|
2,243
|
|
|
(1
|
)
|
|
—
|
|
||||
Options – Puts
|
13,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Power (Megawatt):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Forwards
|
435,960
|
|
|
1
|
|
|
1
|
|
|
391,880
|
|
|
(1
|
)
|
|
1
|
|
||||
Futures
|
(25,760
|
)
|
|
—
|
|
|
—
|
|
|
109,564
|
|
|
—
|
|
|
—
|
|
||||
Options — Puts
|
(153,600
|
)
|
|
—
|
|
|
1
|
|
|
(50,400
|
)
|
|
—
|
|
|
—
|
|
||||
Options — Calls
|
137,600
|
|
|
—
|
|
|
—
|
|
|
186,400
|
|
|
1
|
|
|
—
|
|
||||
Crude (MBbls) — Futures
|
—
|
|
|
1
|
|
|
—
|
|
|
(617
|
)
|
|
(4
|
)
|
|
6
|
|
||||
(Non-Trading)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural Gas (BBtu):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basis Swaps IFERC/NYMEX
|
4,650
|
|
|
(13
|
)
|
|
4
|
|
|
10,750
|
|
|
2
|
|
|
—
|
|
||||
Swing Swaps IFERC
|
87,253
|
|
|
(2
|
)
|
|
1
|
|
|
(5,663
|
)
|
|
(1
|
)
|
|
1
|
|
||||
Fixed Swaps/Futures
|
(4,390
|
)
|
|
(1
|
)
|
|
2
|
|
|
(52,653
|
)
|
|
(27
|
)
|
|
19
|
|
||||
Forward Physical Contracts
|
(145,105
|
)
|
|
6
|
|
|
41
|
|
|
(22,492
|
)
|
|
1
|
|
|
—
|
|
||||
Natural Gas Liquid (MBbls) — Forwards/Swaps
|
6,744
|
|
|
1
|
|
|
25
|
|
|
(5,787
|
)
|
|
(40
|
)
|
|
35
|
|
||||
Refined Products (MBbls) — Futures
|
(3,901
|
)
|
|
(27
|
)
|
|
4
|
|
|
(3,144
|
)
|
|
(21
|
)
|
|
18
|
|
||||
Corn (Bushels) – Futures
|
1,870,000
|
|
|
—
|
|
|
—
|
|
|
1,580,000
|
|
|
—
|
|
|
1
|
|
||||
Fair Value Hedging Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Non-Trading)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural Gas (BBtu):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basis Swaps IFERC/NYMEX
|
(39,770
|
)
|
|
(2
|
)
|
|
—
|
|
|
(36,370
|
)
|
|
2
|
|
|
1
|
|
||||
Fixed Swaps/Futures
|
(39,770
|
)
|
|
14
|
|
|
11
|
|
|
(36,370
|
)
|
|
(26
|
)
|
|
14
|
|
|
|
|
|
|
|
Notional Amount Outstanding
|
||||||
Entity
|
|
Term
|
|
Type
(1)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
ETP
|
|
July 2017
(2)
|
|
Forward-starting to pay a fixed rate of 3.90% and receive a floating rate
|
|
$
|
—
|
|
|
$
|
500
|
|
ETP
|
|
July 2018
(2)
|
|
Forward-starting to pay a fixed rate of 3.76% and receive a floating rate
|
|
300
|
|
|
200
|
|
||
ETP
|
|
July 2019
(2)
|
|
Forward-starting to pay a fixed rate of 3.64% and receive a floating rate
|
|
300
|
|
|
200
|
|
||
ETP
|
|
July 2020
(2)
|
|
Forward-starting to pay a fixed rate of 3.52% and receive a floating rate
|
|
400
|
|
|
—
|
|
||
ETP
|
|
December 2018
|
|
Pay a floating rate based on a 3-month LIBOR and receive a fixed rate of 1.53%
|
|
1,200
|
|
|
1,200
|
|
||
ETP
|
|
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.
|
•
|
annually review and approve goals and objectives relevant to compensation of our President and CFO, if applicable;
|
•
|
annually evaluate the President and CFO’s performance in light of these goals and objectives, and make recommendations to the Board of Directors with respect to the President and CFO’s compensation levels, if applicable, based on this evaluation;
|
•
|
make determinations with respect to the grant of equity-based awards to executive officers under ETE’s equity incentive plans;
|
•
|
periodically evaluate the terms and administration of ETE’s long-term incentive plans to assure that they are structured and administered in a manner consistent with ETE’s goals and objectives;
|
•
|
periodically evaluate incentive compensation and equity-related plans and consider amendments if appropriate;
|
•
|
periodically evaluate the compensation of the directors;
|
•
|
retain and terminate any compensation consultant to be used to assist in the evaluation of director, President and CFO or executive officer compensation; and
|
•
|
perform other duties as deemed appropriate by the Board of Directors.
|
Name
|
|
Age
|
|
Position with Our General Partner
|
|
John W. McReynolds
|
|
67
|
|
|
Director and President
|
Kelcy L. Warren
|
|
62
|
|
|
Director and Chairman of the Board
|
Thomas E. Long
|
|
61
|
|
|
Group Chief Financial Officer
|
Marshall S. (Mackie) McCrea, III
|
|
58
|
|
|
Director and Group Chief Operating Officer and Chief Commercial Officer
|
Thomas P. Mason
|
|
61
|
|
|
Executive Vice President and General Counsel
|
Brad Whitehurst
|
|
43
|
|
|
Executive Vice President and Head of Tax
|
Richard D. Brannon
|
|
59
|
|
|
Director
|
Matthew S. Ramsey
|
|
62
|
|
|
Director
|
K. Rick Turner
|
|
59
|
|
|
Director
|
William P. Williams
|
|
80
|
|
|
Director
|
•
|
John W. McReynolds, President;
|
•
|
Thomas E. Long, Chief Financial Officer and Group Chief Financial Officer of ETE’s general partner;
|
•
|
Marshall S. (Mackie) McCrea, III, Group Chief Operating Officer and Chief Commercial Officer;
|
•
|
Thomas P. Mason, Executive Vice President and General Counsel; and
|
•
|
Bradford D. Whitehurst, Executive Vice President and Head of Tax.
|
•
|
reward executives with an industry-competitive total compensation package of base salaries and significant incentive opportunities yielding a total compensation package approaching the top-quartile of the market;
|
•
|
attract, retain and reward talented executive officers and key management employees by providing total compensation competitive with that of other executive officers and key management employees employed by publicly traded limited partnerships of similar size and in similar lines of business;
|
•
|
motivate executive officers and key employees to achieve strong financial and operational performance;
|
•
|
emphasize performance-based or “at-risk” compensation; and
|
•
|
reward individual performance.
|
•
|
annual base salary;
|
•
|
non-equity incentive plan compensation consisting solely of discretionary cash bonuses;
|
•
|
time-vested restricted/phantom unit awards under the equity incentive plan(s);
|
•
|
payment of distribution equivalent rights (“DERs”) on unvested time-based restricted unit award under our equity incentive plan;
|
•
|
vesting of previously issued time-based restricted unit/phantom restricted unit awards issued pursuant to our equity incentive plans or the equity incentive plans(s) of affiliates; and
|
•
|
401(k) plan employer contributions.
|
Energy Peer Group:
|
|
|
• Conoco Phillips
|
|
• Anadarko Petroleum Corporation
|
• Enterprise Products Partners, L.P.
|
|
• Marathon Petroleum Corporation
|
• Plains All American Pipeline, L.P.
|
|
• Kinder Morgan, Inc.
|
• Halliburton Company
|
|
• The Williams Companies, Inc.
|
• Valero Energy Corporation
|
|
• Phillips 66
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
(1)
($)
|
|
Equity
Awards
(2)
($)
|
|
Option
Awards
($)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)
|
|
All Other
Compensation
(3)
($)
|
|
Total
($)
|
||||||||||||||||
ETE Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
John W. McReynolds
|
|
2017
|
|
$
|
587,928
|
|
|
$
|
764,306
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,179
|
|
|
$
|
1,367,413
|
|
President
|
|
2016
|
|
577,280
|
|
|
712,922
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,768
|
|
|
1,300,970
|
|
||||||||
|
2015
|
|
560,154
|
|
|
700,893
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,103
|
|
|
1,272,150
|
|
|||||||||
Thomas E. Long
|
|
2017
|
|
480,846
|
|
|
625,100
|
|
|
2,519,954
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,320
|
|
|
3,644,220
|
|
||||||||
Group Chief Financial Officer
|
|
2016
|
|
454,154
|
|
|
560,865
|
|
|
2,007,697
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,679
|
|
|
3,037,395
|
|
||||||||
|
2015
|
|
399,207
|
|
|
480,296
|
|
|
1,447,063
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,282
|
|
|
2,340,848
|
|
|||||||||
Marshall S. (Mackie) McCrea, III
|
|
2017
|
|
1,027,846
|
|
|
1,644,554
|
|
|
9,033,341
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,834
|
|
|
11,722,575
|
|
||||||||
Group Chief Operating Officer and Chief Commercial Officer
|
|
2016
|
|
1,009,231
|
|
|
1,533,990
|
|
|
8,059,413
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,818
|
|
|
10,617,452
|
|
||||||||
|
2015
|
|
840,385
|
|
|
1,294,192
|
|
|
6,646,354
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,282
|
|
|
8,795,213
|
|
|||||||||
Thomas P. Mason
|
|
2017
|
|
582,275
|
|
|
756,958
|
|
|
2,816,048
|
|
|
|
|
|
|
|
|
18,618
|
|
|
4,173,899
|
|
|||||||||||
Executive Vice President and General Counsel
|
|
2016
|
|
571,729
|
|
|
706,067
|
|
|
2,524,064
|
|
|
|
|
|
|
|
|
14,818
|
|
|
3,816,678
|
|
|||||||||||
|
2015
|
|
557,615
|
|
|
6,300,000
|
|
|
2,253,927
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,282
|
|
|
9,125,824
|
|
|||||||||
Brad Whitehurst
|
|
2017
|
|
513,733
|
|
|
667,852
|
|
|
1,996,921
|
|
|
|
|
|
|
|
|
14,275
|
|
|
3,192,781
|
|
|||||||||||
Executive Vice President and Head of Tax
|
|
2016
|
|
503,354
|
|
|
597,717
|
|
|
1,777,758
|
|
|
|
|
|
|
|
|
14,816
|
|
|
2,893,645
|
|
|||||||||||
|
2015
|
|
485,962
|
|
|
584,673
|
|
|
1,587,514
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,947
|
|
|
2,696,096
|
|
(1)
|
The discretionary cash bonus amounts earned named executive officers for
2017
reflect cash bonuses approved by the ETE and ETP Compensation Committees in February 2018 that are expected to be paid on or before March 15, 2018.
|
(2)
|
Equity award amounts reflect the aggregate grant date fair value of unit awards granted for the periods presented, computed in accordance with FASB ASC Topic 718. See Note
9
to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” for additional assumptions underlying the value of the equity awards.
|
(3)
|
The amounts reflected for
2017
in this column include (i) matching contributions to the ETP 401(k) Plan made on behalf of the named executive officers of $9,024 for Mr. McReynolds and $13,500 for each Messrs. Long, McCrea, Mason and Whitehurst, respectively, and (ii) the dollar value of life insurance premiums paid for the benefit of the named executive officers. The amounts reflected for all periods exclude distribution payments in connection with distribution equivalent rights on unvested unit awards, because the dollar value of such distributions are factored into the grant date fair value reported in the “Unit Awards” column of the Summary Compensation Table at the time that the unit awards and distribution equivalent
|
Name
|
|
Grant Date
|
|
All Other Unit Awards: Number of Units
(#)
|
|
All Other Option Awards: Number of Securities Underlying Options
(#)
|
|
Exercise or Base Price of Option Awards
($ / Unit)
|
|
Grant Date Fair Value of Unit Awards
(1)
|
||||||
ETE Unit Awards:
|
|
|
|
|
|
|
|
|
|
|
||||||
Thomas E. Long
|
|
12/20/2017
|
|
121,074
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
2,035,254
|
|
Marshal S. (Mackie) McCrea, III
|
|
12/20/2017
|
|
537,379
|
|
|
—
|
|
|
—
|
|
|
9,033,341
|
|
||
Thomas P. Mason
|
|
12/20/2017
|
|
135,300
|
|
|
—
|
|
|
—
|
|
|
2,274,393
|
|
||
Bradford D. Whitehurst
|
|
12/20/2017
|
|
95,945
|
|
|
—
|
|
|
—
|
|
|
1,612,835
|
|
||
Sunoco LP Unit Awards:
|
|
|
|
|
|
|
|
|
|
|
||||||
Thomas E. Long
|
|
12/21/2017
|
|
17,097
|
|
|
—
|
|
|
—
|
|
|
484,700
|
|
||
Thomas P. Mason
|
|
12/21/2017
|
|
19,106
|
|
|
—
|
|
|
—
|
|
|
541,655
|
|
||
Bradford D. Whitehurst
|
|
12/21/2017
|
|
13,548
|
|
|
—
|
|
|
—
|
|
|
384,086
|
|
(1)
|
We have computed the grant date fair value of unit awards in accordance with FASB ASC Topic 718, as further described above and in Note
9
to our consolidated financial statements.
|
Name
|
|
Grant Date
(2)
|
|
Unit Awards
(1)
|
||||
Number of Units That Have Not Vested
(#)
|
|
Market or Payout Value of Units That Have Not Vested
($) (3)
|
||||||
ETE Unit Awards:
|
|
|
|
|
|
|
||
Thomas E. Long
|
|
12/20/2017
|
|
121,074
|
|
|
2,089,737
|
|
Marshal S. (Mackie) McCrea, III
|
|
12/20/2017
|
|
537,379
|
|
|
9,275,162
|
|
Thomas P. Mason
|
|
12/20/2017
|
|
135,300
|
|
|
2,335,278
|
|
Bradford D. Whitehurst
|
|
12/20/2017
|
|
95,945
|
|
|
1,656,011
|
|
ETP Unit Awards:
|
|
|
|
|
|
|
||
Thomas E. Long
|
|
12/29/2016
|
|
59,053
|
|
|
1,058,229
|
|
|
|
12/9/2015
|
|
27,788
|
|
|
497,952
|
|
|
|
12/4/2015
|
|
11,208
|
|
|
200,847
|
|
|
|
12/16/2014
|
|
8,192
|
|
|
146,792
|
|
|
|
12/5/2013
|
|
6,516
|
|
|
116,767
|
|
|
|
|
|
|
|
|
||
Marshal S. (Mackie) McCrea, III
|
|
12/29/2016
|
|
336,386
|
|
|
6,028,028
|
|
|
|
12/9/2015
|
|
185,261
|
|
|
3,319,868
|
|
|
|
12/4/2015
|
|
93,390
|
|
|
1,673,549
|
|
|
|
12/16/2014
|
|
37,590
|
|
|
673,613
|
|
|
|
12/5/2014
|
|
16,454
|
|
|
294,863
|
|
|
|
12/30/2013
|
|
41,625
|
|
|
745,920
|
|
|
|
12/3/2013
|
|
21,840
|
|
|
391,373
|
|
Thomas P. Mason
|
|
12/29/2016
|
|
79,384
|
|
|
1,422,552
|
|
|
|
12/9/2015
|
|
43,733
|
|
|
783,686
|
|
|
|
12/4/2015
|
|
22,046
|
|
|
395,064
|
|
|
|
12/16/2014
|
|
12,963
|
|
|
232,297
|
|
|
|
12/5/2014
|
|
6,047
|
|
|
108,362
|
|
|
|
12/30/2013
|
|
24,554
|
|
|
440,004
|
|
Bradford D. Whitehurst
|
|
12/29/2016
|
|
55,913
|
|
|
1,001,952
|
|
|
|
12/9/2015
|
|
30,803
|
|
|
551,981
|
|
|
|
12/4/2015
|
|
15,528
|
|
|
278,262
|
|
|
|
12/16/2014
|
|
11,138
|
|
|
199,584
|
|
|
|
12/5/2014
|
|
5,224
|
|
|
93,614
|
|
|
|
8/1/2014
|
|
26,995
|
|
|
483,751
|
|
|
|
12/30/2013
|
|
16,922
|
|
|
303,239
|
|
Sunoco LP Unit Awards:
|
|
|
|
|
|
|
||
Thomas E. Long
|
|
12/21/2017
|
|
17,097
|
|
|
485,555
|
|
|
|
12/29/2016
|
|
22,210
|
|
|
630,764
|
|
|
|
12/16/2015
|
|
14,125
|
|
|
401,150
|
|
Thomas P. Mason
|
|
12/21/2017
|
|
19,106
|
|
|
542,610
|
|
|
|
12/29/2016
|
|
23,300
|
|
|
661,720
|
|
|
|
12/16/2015
|
|
18,523
|
|
|
526,053
|
|
Bradford D. Whitehurst
|
|
12/21/2017
|
|
13,548
|
|
|
384,763
|
|
|
|
12/29/2016
|
|
16,410
|
|
|
466,044
|
|
|
|
12/16/2015
|
|
13,046
|
|
|
370,506
|
|
(1)
|
In connection with the April 28, 2017 merger between ETP and Sunoco Logistics, each outstanding unvested ETP restricted unit converted into 1.5 units of Sunoco Logistics, maintaining the same terms as the original ETP award. In connection with the merger, Sunoco Logistics changed its name to Energy Transfer Partners, L.P. Certain of these outstanding awards represent ETP awards that converted into Sunoco Logistics awards in connection with the merger.
|
(2)
|
ETE phantom unit awards outstanding vest at a rate of 60% in December 2020 and 40% in December 2022 for awards granted in December 2017. Such awards may be settled
at the election of the ETE Compensation Committee in (i) common units of
|
•
|
at a rate of 60% in December 2019 and 40% in December 2021 for awards granted in December 2016;
|
•
|
at a rate of 60% in December 2018 and 40% in December 2020 for awards granted in December 2015;
|
•
|
100% in December 2019 for the remaining outstanding portion of awards granted in December 2014; and
|
•
|
100% in December 2018 for the remaining outstanding portion of all other awards.
|
(3)
|
Market value was computed as the number of unvested awards as of
December 31, 2017
multiplied by the closing price of respective common units of ETE, ETP and Sunoco LP.
|
|
|
Unit Awards
|
||||
Name
|
|
Number of Units
Acquired on Vesting
(#)
|
|
Value Realized on Vesting
($)
(1)
|
||
ETP Unit Awards:
|
|
|
|
|
||
Thomas E. Long
|
|
18,471
|
|
|
301,576
|
|
Marshall S. (Mackie) McCrea, III
|
|
107,732
|
|
|
1,758,957
|
|
Thomas P. Mason
|
|
46,513
|
|
|
759,418
|
|
Bradford D. Whitehurst
|
|
24,540
|
|
|
400,665
|
|
(1)
|
Amounts presented represent the value realized upon vesting of these awards, which is calculated as the number of units vested multiplied by the applicable closing market price of common units for ETP upon the vesting date.
|
1.
|
It was determined that, as of December 31, 2017, the applicable employee populations consisted of 8,494 with all of the identified individuals being employed in the United States. This population consisted of all of our full-time and part-time employees. We did not engage any independent contractors in 2017 that are required to be included in our employee population for the CEO pay ratio evaluation.
|
2.
|
To identify the “median employee” from our employee population, we compared the total earnings of our employees as reflected in our payroll records as reported on Form W-2 for 2017.
|
3.
|
We identified our median employee using W-2 reporting and applied this compensation measure consistently to all of our employees required to be included in the calculation. We did not make any cost of living adjustments in identifying the “median employee.”
|
4.
|
Once we identified our median employee, we combined all elements of the employee’s compensation for 2017 resulting in an annual compensation of $115,226. The difference between such employee’s total earnings and the employee’s total compensation represents the estimated value of the employee’s health care benefits (estimated for the employee and such employee’s eligible dependents at $10,800) and the employee’s 401(k) matching contribution and profit sharing contribution (estimated at $5,846 per employee, includes $3,633 per employee on average matching contribution and $2,213 per employee on average profit sharing contribution (employees earning over $175,000 in base are ineligible for profit sharing)).
|
5.
|
With respect to Mr. McReynolds, we used the amount reported in the “Total” column of our 2017 Summary Compensation Table under this Item 11.
|
Name
|
|
Fees Paid in Cash
(1)
($)
|
|
Unit Awards
(2)
($)
|
|
All Other Compensation
($)
|
|
Total
($)
|
||||||||
Richard D. Brannon
|
|
|
|
|
|
|
|
|
||||||||
As ETE director
|
|
$
|
83,965
|
|
|
$
|
99,991
|
|
|
$
|
—
|
|
|
$
|
183,956
|
|
K. Rick Turner
|
|
|
|
|
|
|
|
|
|
|
||||||
As ETE director
|
|
80,700
|
|
|
99,991
|
|
|
—
|
|
|
180,691
|
|
||||
As Sunoco LP Director
|
|
82,100
|
|
|
100,008
|
|
|
—
|
|
|
182,108
|
|
||||
William P. Williams
|
|
|
|
|
|
|
|
|
|
|||||||
As ETE director
|
|
74,600
|
|
|
99,991
|
|
|
—
|
|
|
174,591
|
|
||||
As Sunoco LP Director
|
|
|
|
|
|
—
|
|
|
—
|
|
(1)
|
Fees paid in cash are based on amounts paid during the period.
|
(2)
|
Unit award amounts reflect the aggregate grant date fair value of awards granted based on the market price of ETE common units, ETP common units or Sunoco LP Common Units, accordingly, as of the grant date.
|
Plan Category
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
|
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
|
||||
Equity compensation plans approved by security holders
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Equity compensation plans not approved by security holders:
|
|
|
|
|
|
|
||||
Amended and Restated Energy Transfer Equity, L.P. Long-Term Incentive Plan
|
|
1,198,239
|
|
|
—
|
|
|
10,752,488
|
|
|
Total
|
|
1,198,239
|
|
|
$
|
—
|
|
|
10,752,488
|
|
Name and Address of
Beneficial Owner
(1)
|
|
Beneficially
Owned
(2)
|
|
Percent of Class
|
||
Kelcy L. Warren
(3)
|
|
187,739,220
|
|
|
17.4
|
%
|
Ray C. Davis
(4)
|
|
70,058,606
|
|
|
6.5
|
%
|
John W. McReynolds
(5)
|
|
25,085,888
|
|
|
2.3
|
%
|
Thomas E. Long
|
|
—
|
|
|
*
|
|
Marshall S. (Mackie) McCrea, III
|
|
1,177,570
|
|
|
*
|
|
Thomas P. Mason
|
|
583,000
|
|
|
*
|
|
Brad Whitehurst
(6)
|
|
9,145
|
|
|
*
|
|
Richard D. Brannon
|
|
38,400
|
|
|
*
|
|
Matthew S. Ramsey
|
|
52,317
|
|
|
*
|
|
K. Rick Turner
(7)
|
|
452,072
|
|
|
*
|
|
William P. Williams
(8)
|
|
5,392,728
|
|
|
*
|
|
All Directors and Executive Officers as a group (11 persons)
|
|
290,588,946
|
|
|
26.9
|
%
|
*
|
Less than 1%
|
(1)
|
The address for Mr. Davis is 5950 Sherry Lane, Dallas, Texas 75225. The address for all other listed beneficial owners is 8111 Westchester Drive, Suite 600, Dallas, Texas 75225.
|
(2)
|
Beneficial ownership for the purposes of this table is defined by Rule 13d-3 under the Exchange Act of 1934. Under that rule, a person is generally considered to be the beneficial owner of a security if he has or shares the power to vote or direct the voting thereof or to dispose or direct the disposition thereof or has the right to acquire either of those powers within sixty days. The nature of beneficial ownership for all listed persons is direct with sole investment and disposition power unless otherwise noted. The beneficial ownership of each listed person is based on
1,079,145,561
Common Units outstanding in the aggregate as of February 16, 2018. The number of Common Units shown does not include Common Units that may result from the conversion of ETE Series A Convertible Preferred Units, since such conversion is not expected to occur within sixty days of the date of this annual report.
|
(3)
|
Includes 79,102,200 Common Units held by Kelcy Warren Partners, L.P. and 8,244,900 Common Units held by Kelcy Warren Partners II, L.P., the general partners of which are owned by Mr. Warren. Also includes 73,853,812 Common Units held by Seven Bridges Holdings, LLC, of which Mr. Warren is a member. Also includes 5,012 Common Units attributable to the interest of Mr. Warren in ET Company Ltd and Three Dawaco, Inc., over which Mr. Warren exercises shared voting and
|
(4)
|
Includes 41,692 Common Units held by Avatar Holdings LLC, 1,092,436 Common Units held by Avatar BW, Ltd., 22,742,680 Common Units held by Avatar ETC Stock Holdings LLC, 2,868,948 Common Units held by Avatar Investments LP, 97,668 Common Units held by Avatar Stock Holdings, LP and 817,216 Common Units held by RCD Stock Holdings, LLC, all of which entities are owned or controlled by Mr. Davis. Also includes 12,892,020 Common Units held by a remainder trust for Mr. Davis’ spouse and 7,689,900 Common Units held by two trusts for the benefit of Mr. Davis’ grandchildren, for which Mr. Davis serves as trustee. Mr. Davis shares voting and dispositive power with his wife with respect to Common Units held directly. Also includes 264,806 Common Units attributable to ET Company Ltd. Mr. Davis is a former executive officer of ETP and former director of our General Partner.
|
(5)
|
Includes 14,490,408 Common Units held by McReynolds Energy Partners L.P. and 10,086,280 Common Units held by McReynolds Equity Partners L.P., the general partners of which are owned by Mr. McReynolds. Mr. McReynolds disclaims beneficial ownership of Common Units owned by such limited partnerships other than to the extent of his interest in such entities.
|
(6)
|
Includes 4,430 Common Units held in a family trust. Mr. Whitehurst disclaims beneficial ownership of the Common Units held by such trust, except to the extent of his interest in such trust.
|
(7)
|
Includes (i) 89,084 Common Units held in a partnership controlled by the Stephens Group, Mr. Turner’s former employer; (ii) 8,000 Common Units held by the Turner Family Partnership; and (iii) 157,790 Common Units held by the Turner Liquidating Trust. The voting and disposition of the Common Units held by the Stephens Group partnership is controlled by the board of directors of the Stephens Group. With respect to the Common Units held by the Turner Family Partnership, Mr. Turner exercises voting and dispositive power as the general partner of the partnership; however, he disclaims beneficial ownership of these Common Units, except to the extent of his interest in the partnership. With respect to the Common Units held by the Turner Liquidating Trust, Mr. Turner exercises one-third of the shared voting and dispositive power with the administrator of the liquidating trust and Mr. Turner’s ex-wife, who beneficially owns an additional 157,790 Common Units. Mr. Turner disclaims beneficial ownership of the Common Units owned by his ex-wife.
|
(8)
|
Includes 2,338,484 Common Units held by the William P and Jane C Family Partnership Ltd. and 3,032,028 Common Units held by the Bar W Barking Cat LTD Partnership. Mr. Williams disclaims beneficial ownership of Common Units owned by such entities, except to the extent of his interest in such entities.
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Audit fees
(1)
|
$
|
11.5
|
|
|
$
|
9.9
|
|
Audit-related fees
(2)
|
—
|
|
|
0.6
|
|
||
Tax fees
(3)
|
—
|
|
|
0.1
|
|
||
Total
|
$
|
11.5
|
|
|
$
|
10.6
|
|
(1)
|
Includes fees for audits of annual financial statements of our companies, reviews of the related quarterly financial statements, and services that are normally provided by the independent accountants in connection with statutory and regulatory filings or engagements, including reviews of documents filed with the SEC and services related to the audit of our internal controls over financial reporting.
|
(2)
|
Includes fees in
2016
for financial statement audits and interim reviews of subsidiary entities in connection with contribution and sale transactions. Includes fees in
2016
in connection with the service organization control report on Panhandle’s centralized data center.
|
(3)
|
Includes fees related to state and local tax consultation.
|
•
|
the auditors’ internal quality-control procedures;
|
•
|
any material issues raised by the most recent internal quality-control review, or peer review, of the external auditors;
|
•
|
the independence of the external auditors;
|
•
|
the aggregate fees billed by our external auditors for each of the previous two years; and
|
•
|
the rotation of the lead partner.
|
(a) The following documents are filed as a part of this Report
:
|
Page
|
|
|
|
|
|
(1) Financial Statements – see Index to Financial Statements
|
|
|
|
|
|
(2) Financial Statement Schedules – None
|
|
|
|
|
|
(3) Exhibits – see Index to Exhibits
|
|
|
|
|
(b) Exhibits - see Index to Exhibits
|
||
|
|
|
(c) Financial statements of affiliates whose securities are pledged as collateral - See Index to Financial Statements on page S-1.
|
Exhibit
Number
|
|
Description
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
Exhibit
Number
|
|
Description
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
||
|
Exhibit
Number
|
|
Description
|
|
||
|
||
|
||
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
101*
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) our Consolidated Balance Sheets as of December 31, 2017 and December 31, 2016; (ii) our Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and 2015; (iii) our Consolidated Statements of Comprehensive Income for years ended December 31, 2017, 2016 and 2013; (iv) our Consolidated Statement of Equity for the years ended December 31, 2017, 2016 and 2015; and (v) our Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
+
|
Denotes a management contract or compensatory plan or arrangement.
|
|
|
ENERGY TRANSFER EQUITY, L.P.
|
||
|
|
|
|
|
|
|
By:
|
|
LE GP, LLC,
|
|
|
|
|
its general partner
|
|
|
|
|
|
Date:
|
February 23, 2018
|
By:
|
|
/s/ Thomas E. Long
|
|
|
|
|
Thomas E. Long
|
|
|
|
|
Group Chief Financial Officer (duly
authorized to sign on behalf of the registrant)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ John W. McReynolds
|
|
Director and President
|
|
February 23, 2018
|
John W. McReynolds
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Thomas E. Long
|
|
Group Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
February 23, 2018
|
Thomas E. Long
|
|
|
|
|
|
|
|
|
|
/s/ Kelcy L. Warren
|
|
Director and Chairman of the Board
|
|
February 23, 2018
|
Kelcy L. Warren
|
|
|
|
|
|
|
|
|
|
/s/ Richard D. Brannon
|
|
Director
|
|
February 23, 2018
|
Richard D. Brannon
|
|
|
|
|
|
|
|
|
|
/s/ Marshall S. McCrea, III
|
|
Director
|
|
February 23, 2018
|
Marshall S. McCrea, III
|
|
|
|
|
|
|
|
|
|
/s/ Matthew S. Ramsey
|
|
Director
|
|
February 23, 2018
|
Matthew S. Ramsey
|
|
|
|
|
|
|
|
|
|
/s/ K. Rick Turner
|
|
Director
|
|
February 23, 2018
|
K. Rick Turner
|
|
|
|
|
|
|
|
|
|
/s/ William P. Williams
|
|
Director
|
|
February 23, 2018
|
William P. Williams
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
2017
|
|
2016*
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
336
|
|
|
$
|
467
|
|
Accounts receivable, net
|
4,504
|
|
|
3,557
|
|
||
Accounts receivable from related companies
|
53
|
|
|
47
|
|
||
Inventories
|
2,022
|
|
|
2,055
|
|
||
Income taxes receivable
|
136
|
|
|
128
|
|
||
Derivative assets
|
24
|
|
|
21
|
|
||
Other current assets
|
295
|
|
|
447
|
|
||
Current assets held for sale
|
3,313
|
|
|
177
|
|
||
Total current assets
|
10,683
|
|
|
6,899
|
|
||
|
|
|
|
||||
Property, plant and equipment
|
71,177
|
|
|
61,562
|
|
||
Accumulated depreciation and depletion
|
(10,089
|
)
|
|
(7,984
|
)
|
||
|
61,088
|
|
|
53,578
|
|
||
|
|
|
|
||||
Advances to and investments in unconsolidated affiliates
|
2,705
|
|
|
3,040
|
|
||
Other non-current assets, net
|
886
|
|
|
815
|
|
||
Intangible assets, net
|
6,116
|
|
|
5,512
|
|
||
Goodwill
|
4,768
|
|
|
5,670
|
|
||
Non-current assets held for sale
|
—
|
|
|
3,411
|
|
||
Total assets
|
$
|
86,246
|
|
|
$
|
78,925
|
|
|
December 31,
|
||||||
|
2017
|
|
2016*
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
4,685
|
|
|
$
|
3,502
|
|
Accounts payable to related companies
|
31
|
|
|
42
|
|
||
Derivative liabilities
|
111
|
|
|
172
|
|
||
Accrued and other current liabilities
|
2,582
|
|
|
2,367
|
|
||
Current maturities of long-term debt
|
413
|
|
|
1,194
|
|
||
Current liabilities held for sale
|
75
|
|
|
—
|
|
||
Total current liabilities
|
7,897
|
|
|
7,277
|
|
||
|
|
|
|
||||
Long-term debt, less current maturities
|
43,671
|
|
|
42,608
|
|
||
Long-term notes payable - related company
|
—
|
|
|
250
|
|
||
Deferred income taxes
|
3,315
|
|
|
5,112
|
|
||
Non-current derivative liabilities
|
145
|
|
|
76
|
|
||
Other non-current liabilities
|
1,217
|
|
|
1,075
|
|
||
Liabilities associated with assets held for sale
|
—
|
|
|
48
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
||
Preferred units of subsidiary (Note 7)
|
—
|
|
|
33
|
|
||
Redeemable noncontrolling interests
|
21
|
|
|
15
|
|
||
|
|
|
|
||||
Equity:
|
|
|
|
||||
General Partner
|
(3
|
)
|
|
(3
|
)
|
||
Limited Partners:
|
|
|
|
||||
Common Unitholders (1,079,145,561 and 1,046,947,157 units authorized, issued and outstanding as of December 31, 2017 and 2016, respectively)
|
(1,643
|
)
|
|
(1,871
|
)
|
||
Series A Convertible Preferred Units (329,295,770 units authorized, issued and outstanding as of December 31, 2017 and 2016)
|
450
|
|
|
180
|
|
||
Accumulated other comprehensive loss
|
—
|
|
|
—
|
|
||
Total partners’ deficit
|
(1,196
|
)
|
|
(1,694
|
)
|
||
Noncontrolling interest
|
31,176
|
|
|
24,125
|
|
||
Total equity
|
29,980
|
|
|
22,431
|
|
||
Total liabilities and equity
|
$
|
86,246
|
|
|
$
|
78,925
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016*
|
|
2015*
|
||||||
REVENUES:
|
|
|
|
|
|
||||||
Natural gas sales
|
$
|
4,172
|
|
|
$
|
3,619
|
|
|
$
|
3,671
|
|
NGL sales
|
6,972
|
|
|
4,841
|
|
|
3,935
|
|
|||
Crude sales
|
10,184
|
|
|
6,766
|
|
|
8,378
|
|
|||
Gathering, transportation and other fees
|
4,435
|
|
|
4,172
|
|
|
4,200
|
|
|||
Refined product sales
|
11,975
|
|
|
10,097
|
|
|
11,321
|
|
|||
Other
|
2,785
|
|
|
2,297
|
|
|
4,591
|
|
|||
Total revenues
|
40,523
|
|
|
31,792
|
|
|
36,096
|
|
|||
COSTS AND EXPENSES:
|
|
|
|
|
|
||||||
Cost of products sold
|
30,966
|
|
|
23,693
|
|
|
28,668
|
|
|||
Operating expenses
|
2,644
|
|
|
2,307
|
|
|
2,303
|
|
|||
Depreciation, depletion and amortization
|
2,554
|
|
|
2,216
|
|
|
1,951
|
|
|||
Selling, general and administrative
|
607
|
|
|
693
|
|
|
548
|
|
|||
Impairment losses
|
1,039
|
|
|
1,040
|
|
|
339
|
|
|||
Total costs and expenses
|
37,810
|
|
|
29,949
|
|
|
33,809
|
|
|||
OPERATING INCOME
|
2,713
|
|
|
1,843
|
|
|
2,287
|
|
|||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
||||||
Interest expense, net
|
(1,922
|
)
|
|
(1,804
|
)
|
|
(1,622
|
)
|
|||
Equity in earnings from unconsolidated affiliates
|
144
|
|
|
270
|
|
|
276
|
|
|||
Impairment of investments in unconsolidated affiliates
|
(313
|
)
|
|
(308
|
)
|
|
—
|
|
|||
Gains on acquisitions
|
—
|
|
|
83
|
|
|
—
|
|
|||
Losses on extinguishments of debt
|
(89
|
)
|
|
—
|
|
|
(43
|
)
|
|||
Losses on interest rate derivatives
|
(37
|
)
|
|
(12
|
)
|
|
(18
|
)
|
|||
Other, net
|
214
|
|
|
132
|
|
|
20
|
|
|||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX BENEFIT
|
710
|
|
|
204
|
|
|
900
|
|
|||
Income tax benefit from continuing operations
|
(1,833
|
)
|
|
(258
|
)
|
|
(123
|
)
|
|||
INCOME FROM CONTINUING OPERATIONS
|
2,543
|
|
|
462
|
|
|
1,023
|
|
|||
Income (loss) from discontinued operations, net of income taxes
|
(177
|
)
|
|
(462
|
)
|
|
38
|
|
|||
NET INCOME
|
2,366
|
|
|
—
|
|
|
1,061
|
|
|||
Less: Net income (loss) attributable to noncontrolling interest
|
1,412
|
|
|
(995
|
)
|
|
(128
|
)
|
|||
NET INCOME ATTRIBUTABLE TO PARTNERS
|
954
|
|
|
995
|
|
|
1,189
|
|
|||
General Partner’s interest in net income
|
2
|
|
|
3
|
|
|
3
|
|
|||
Convertible Unitholders’ interest in net income
|
37
|
|
|
9
|
|
|
—
|
|
|||
Class D Unitholder’s interest in net income
|
—
|
|
|
—
|
|
|
3
|
|
|||
Limited Partners’ interest in net income
|
$
|
915
|
|
|
$
|
983
|
|
|
$
|
1,183
|
|
INCOME FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.86
|
|
|
$
|
0.95
|
|
|
$
|
1.11
|
|
Diluted
|
$
|
0.84
|
|
|
$
|
0.93
|
|
|
$
|
1.11
|
|
NET INCOME PER LIMITED PARTNER UNIT:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.85
|
|
|
$
|
0.94
|
|
|
$
|
1.11
|
|
Diluted
|
$
|
0.83
|
|
|
$
|
0.92
|
|
|
$
|
1.11
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016*
|
|
2015*
|
||||||
Net income
|
$
|
2,366
|
|
|
$
|
—
|
|
|
$
|
1,061
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Change in value of available-for-sale securities
|
6
|
|
|
2
|
|
|
(3
|
)
|
|||
Actuarial gain (loss) relating to pension and other postretirement benefits
|
(12
|
)
|
|
(1
|
)
|
|
65
|
|
|||
Foreign currency translation adjustment
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Change in other comprehensive income (loss) from unconsolidated affiliates
|
1
|
|
|
4
|
|
|
(1
|
)
|
|||
|
(5
|
)
|
|
4
|
|
|
60
|
|
|||
Comprehensive income
|
2,361
|
|
|
4
|
|
|
1,121
|
|
|||
Less: Comprehensive income (loss) attributable to noncontrolling interest
|
1,407
|
|
|
(991
|
)
|
|
(68
|
)
|
|||
Comprehensive income attributable to partners
|
$
|
954
|
|
|
$
|
995
|
|
|
$
|
1,189
|
|
|
General
Partner
|
|
Common
Unitholders
|
|
Class D Units
|
|
Series A Convertible Preferred Units
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Non-
controlling
Interest
|
|
Total
|
||||||||||||||
Balance, December 31, 2014*
|
(1
|
)
|
|
648
|
|
|
22
|
|
|
—
|
|
|
(5
|
)
|
|
21,637
|
|
|
22,301
|
|
|||||||
Distributions to partners
|
(3
|
)
|
|
(1,084
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,090
|
)
|
|||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,335
|
)
|
|
(2,335
|
)
|
|||||||
Subsidiary units issued
|
(1
|
)
|
|
(524
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
4,415
|
|
|
3,889
|
|
|||||||
Conversion of Class D Units to ETE Common Units
|
—
|
|
|
7
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Non-cash compensation expense, net of units tendered by employees for tax withholdings
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|
70
|
|
|||||||
Capital contributions received from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
875
|
|
|
875
|
|
|||||||
Units repurchased under buyback program
|
—
|
|
|
(1,064
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,064
|
)
|
|||||||
Acquisition and disposition of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
(65
|
)
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
55
|
|
|
60
|
|
|||||||
Other, net
|
—
|
|
|
(118
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(149
|
)
|
|||||||
Net income (loss)
|
3
|
|
|
1,183
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(128
|
)
|
|
1,061
|
|
|||||||
Balance, December 31, 2015*
|
(2
|
)
|
|
(952
|
)
|
|
22
|
|
|
—
|
|
|
—
|
|
|
24,485
|
|
|
23,553
|
|
|||||||
Distributions to partners
|
(3
|
)
|
|
(1,019
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,022
|
)
|
|||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,795
|
)
|
|
(2,795
|
)
|
|||||||
Distributions reinvested
|
—
|
|
|
(173
|
)
|
|
—
|
|
|
173
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Subsidiary units issued for cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,559
|
|
|
2,559
|
|
|||||||
Subsidiary units issued for acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
307
|
|
|
307
|
|
|||||||
Issuance of common units
|
—
|
|
|
39
|
|
|
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
37
|
|
|||||||
Non-cash compensation expense, net of units tendered by employees for tax withholdings
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
74
|
|
|
52
|
|
|||||||
Capital contributions received from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
236
|
|
|
236
|
|
|||||||
Acquisition and disposition of noncontrolling interest
|
—
|
|
|
(779
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(779
|
)
|
|||||||
PennTex Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
236
|
|
|
236
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|||||||
Other, net
|
(1
|
)
|
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
43
|
|
|||||||
Net income (loss)
|
3
|
|
|
983
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
(995
|
)
|
|
—
|
|
|||||||
Balance, December 31, 2016*
|
$
|
(3
|
)
|
|
$
|
(1,871
|
)
|
|
$
|
—
|
|
|
$
|
180
|
|
|
$
|
—
|
|
|
$
|
24,125
|
|
|
$
|
22,431
|
|
Distributions to partners
|
(2
|
)
|
|
(1,008
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,010
|
)
|
|||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,999
|
)
|
|
(2,999
|
)
|
|||||||
Distributions reinvested
|
—
|
|
|
(234
|
)
|
|
—
|
|
|
234
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Units issuance
|
—
|
|
|
568
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
568
|
|
|||||||
Subsidiary units issued for cash
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
3,291
|
|
|
3,235
|
|
|||||||
Non-cash unit-based compensation expense, net of units tendered by employees for tax withholdings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|
86
|
|
|||||||
Capital contributions received from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,202
|
|
|
2,202
|
|
|||||||
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
|
(92
|
)
|
PennTex unit acquisition
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(278
|
)
|
|
(280
|
)
|
|||||||
Sale of Bakken Pipeline interest
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,958
|
|
|
2,000
|
|
|||||||
Sale of Rover Pipeline interest
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,476
|
|
|
1,478
|
|
|||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|||||||
Net income
|
2
|
|
|
915
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
1,412
|
|
|
2,366
|
|
|||||||
Balance, December 31, 2017
|
$
|
(3
|
)
|
|
$
|
(1,643
|
)
|
|
$
|
—
|
|
|
$
|
450
|
|
|
$
|
—
|
|
|
$
|
31,176
|
|
|
$
|
29,980
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016*
|
|
2015*
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
2,366
|
|
|
$
|
—
|
|
|
$
|
1,061
|
|
Reconciliation of net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Loss (income) from discontinued operations
|
177
|
|
|
462
|
|
|
(38
|
)
|
|||
Depreciation, depletion and amortization
|
2,554
|
|
|
2,216
|
|
|
1,951
|
|
|||
Deferred income taxes
|
(1,871
|
)
|
|
(177
|
)
|
|
239
|
|
|||
Amortization included in interest expense
|
24
|
|
|
3
|
|
|
(21
|
)
|
|||
Unit-based compensation expense
|
99
|
|
|
70
|
|
|
91
|
|
|||
Impairment losses
|
1,039
|
|
|
1,040
|
|
|
339
|
|
|||
Gains on acquisitions
|
—
|
|
|
(83
|
)
|
|
—
|
|
|||
Losses on extinguishments of debt
|
89
|
|
|
—
|
|
|
43
|
|
|||
Impairment of investments in unconsolidated affiliates
|
313
|
|
|
308
|
|
|
—
|
|
|||
Losses on disposal of assets
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||
Equity in earnings of unconsolidated affiliates
|
(144
|
)
|
|
(270
|
)
|
|
(276
|
)
|
|||
Distributions from unconsolidated affiliates
|
297
|
|
|
268
|
|
|
409
|
|
|||
Inventory valuation adjustments
|
(24
|
)
|
|
(97
|
)
|
|
67
|
|
|||
Other non-cash
|
(298
|
)
|
|
(239
|
)
|
|
(8
|
)
|
|||
Net change in operating assets and liabilities, net of effects of acquisitions and deconsolidations
|
(192
|
)
|
|
(179
|
)
|
|
(872
|
)
|
|||
Net cash provided by operating activities
|
4,429
|
|
|
3,322
|
|
|
2,979
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from sale of Bakken Pipeline interest
|
2,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of Rover Pipeline interest
|
1,478
|
|
|
—
|
|
|
—
|
|
|||
Cash paid for acquisition of PennTex noncontrolling interest
|
(280
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of noncontrolling interest
|
—
|
|
|
—
|
|
|
64
|
|
|||
Cash paid for acquisitions, net of cash received
|
(303
|
)
|
|
(1,398
|
)
|
|
(777
|
)
|
|||
Cash paid for acquisition of a noncontrolling interest
|
—
|
|
|
—
|
|
|
(129
|
)
|
|||
Capital expenditures, excluding allowance for equity funds used during construction
|
(8,444
|
)
|
|
(7,771
|
)
|
|
(9,073
|
)
|
|||
Contributions in aid of construction costs
|
31
|
|
|
71
|
|
|
80
|
|
|||
Contributions to unconsolidated affiliates
|
(268
|
)
|
|
(68
|
)
|
|
(45
|
)
|
|||
Distributions from unconsolidated affiliates in excess of cumulative earnings
|
135
|
|
|
135
|
|
|
128
|
|
|||
Proceeds from the sale of other assets
|
48
|
|
|
35
|
|
|
14
|
|
|||
Change in restricted cash
|
—
|
|
|
14
|
|
|
19
|
|
|||
Other
|
(3
|
)
|
|
—
|
|
|
(16
|
)
|
|||
Net cash used in investing activities
|
(5,606
|
)
|
|
(8,982
|
)
|
|
(9,735
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from borrowings
|
31,608
|
|
|
25,785
|
|
|
26,455
|
|
|||
Repayments of long-term debt
|
(31,268
|
)
|
|
(19,076
|
)
|
|
(19,828
|
)
|
|||
Cash received from affiliate notes
|
—
|
|
|
5,317
|
|
|
—
|
|
|||
Cash paid on affiliate notes
|
(255
|
)
|
|
(5,051
|
)
|
|
—
|
|
|||
Units issued for cash
|
568
|
|
|
—
|
|
|
—
|
|
|||
Subsidiary units issued for cash
|
3,235
|
|
|
2,559
|
|
|
3,889
|
|
|||
Distributions to partners
|
(1,010
|
)
|
|
(1,022
|
)
|
|
(1,090
|
)
|
|||
Distributions to noncontrolling interests
|
(2,961
|
)
|
|
(2,766
|
)
|
|
(2,335
|
)
|
|||
Redemption of ETP Convertible Preferred Units
|
(53
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
(131
|
)
|
|
(52
|
)
|
|
(75
|
)
|
|||
Capital contributions from noncontrolling interest
|
1,214
|
|
|
236
|
|
|
841
|
|
|||
Units repurchased under buyback program
|
—
|
|
|
—
|
|
|
(1,064
|
)
|
|||
Other, net
|
6
|
|
|
(3
|
)
|
|
(8
|
)
|
|||
Net cash provided by financing activities
|
953
|
|
|
5,927
|
|
|
6,785
|
|
|||
DISCONTINUED OPERATIONS
|
|
|
|
|
|
||||||
Operating activities
|
136
|
|
|
93
|
|
|
90
|
|
|||
Investing activities
|
(38
|
)
|
|
(483
|
)
|
|
(360
|
)
|
Changes in cash included in current assets held for sale
|
(5
|
)
|
|
5
|
|
|
(13
|
)
|
|||
Net increase (decrease) in cash and cash equivalents of discontinued operations
|
93
|
|
|
(385
|
)
|
|
(283
|
)
|
|||
Decrease in cash and cash equivalents
|
(131
|
)
|
|
(118
|
)
|
|
(254
|
)
|
|||
Cash and cash equivalents, beginning of period
|
467
|
|
|
585
|
|
|
839
|
|
|||
Cash and cash equivalents, end of period
|
$
|
336
|
|
|
$
|
467
|
|
|
$
|
585
|
|
1.
|
OPERATIONS AND ORGANIZATION
:
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
the gathering and processing, compression, treating and transportation of natural gas, focusing on providing midstream services in some of the most prolific natural gas producing regions in the United States, including the Eagle Ford, Haynesville, Barnett, Fayetteville, Marcellus, Utica, Bone Spring and Avalon shales;
|
•
|
intrastate transportation and storage natural gas operations that own and operate natural gas pipeline systems that are engaged in the business of purchasing, gathering, transporting, processing, and marketing natural gas and NGLs in the states of Texas, Louisiana, New Mexico and West Virginia;
|
•
|
interstate pipelines that are owned and operated, either directly or through equity method investments, that transport natural gas to various markets in the United States; and
|
•
|
controlling interest in Sunoco Logistics Partners Operations L.P., which owns and operates a logistics business, consisting of a geographically diverse portfolio of complementary pipeline, terminalling, and acquisition and marketing assets, which are used to facilitate the purchase and sale of crude oil, NGLs and refined products.
|
2.
|
ESTIMATES, SIGNIFICANT ACCOUNTING POLICIES AND BALANCE SHEET DETAIL
:
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||
|
As Originally Reported*
|
|
Effect of Change
|
|
As Adjusted
|
|
As Originally Reported*
|
|
Effect of Change
|
|
As Adjusted
|
||||||||||||
Consolidated Statement of Operations and Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of products sold
|
$
|
23,652
|
|
|
$
|
41
|
|
|
$
|
23,693
|
|
|
$
|
28,636
|
|
|
$
|
32
|
|
|
$
|
28,668
|
|
Operating income
|
1,884
|
|
|
(41
|
)
|
|
1,843
|
|
|
2,319
|
|
|
(32
|
)
|
|
2,287
|
|
||||||
Income from continuing operations before income tax benefit
|
245
|
|
|
(41
|
)
|
|
204
|
|
|
932
|
|
|
(32
|
)
|
|
900
|
|
||||||
Net income
|
41
|
|
|
(41
|
)
|
|
—
|
|
|
1,093
|
|
|
(32
|
)
|
|
1,061
|
|
||||||
Net income (loss) attributable to noncontrolling interest
|
(954
|
)
|
|
(41
|
)
|
|
(995
|
)
|
|
(96
|
)
|
|
(32
|
)
|
|
(128
|
)
|
||||||
Comprehensive income
|
45
|
|
|
(41
|
)
|
|
4
|
|
|
1,153
|
|
|
(32
|
)
|
|
1,121
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated Statements of Cash Flows:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
41
|
|
|
(41
|
)
|
|
—
|
|
|
1,093
|
|
|
(32
|
)
|
|
1,061
|
|
||||||
Inventory valuation adjustments
|
(267
|
)
|
|
170
|
|
|
(97
|
)
|
|
229
|
|
|
(162
|
)
|
|
67
|
|
||||||
Net change in operating assets and liabilities (change in inventories)
|
(50
|
)
|
|
(129
|
)
|
|
(179
|
)
|
|
(1,066
|
)
|
|
194
|
|
|
(872
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated Balance Sheets (at period end):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Inventories
|
2,141
|
|
|
(86
|
)
|
|
2,055
|
|
|
1,498
|
|
|
(45
|
)
|
|
1,453
|
|
||||||
Noncontrolling interest
|
24,211
|
|
|
(86
|
)
|
|
24,125
|
|
|
24,530
|
|
|
(45
|
)
|
|
24,485
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Accounts receivable
|
$
|
(948
|
)
|
|
$
|
(1,126
|
)
|
|
$
|
856
|
|
Accounts receivable from related companies
|
24
|
|
|
42
|
|
|
(5
|
)
|
|||
Inventories
|
58
|
|
|
(480
|
)
|
|
(212
|
)
|
|||
Other current assets
|
38
|
|
|
165
|
|
|
(225
|
)
|
|||
Other non-current assets, net
|
84
|
|
|
(148
|
)
|
|
247
|
|
|||
Accounts payable
|
712
|
|
|
1,170
|
|
|
(1,070
|
)
|
|||
Accounts payable to related companies
|
(178
|
)
|
|
(64
|
)
|
|
400
|
|
|||
Accrued and other current liabilities
|
(97
|
)
|
|
89
|
|
|
(697
|
)
|
|||
Other non-current liabilities
|
106
|
|
|
106
|
|
|
(241
|
)
|
|||
Derivative assets and liabilities, net
|
9
|
|
|
67
|
|
|
75
|
|
|||
Net change in operating assets and liabilities, net of effects of acquisitions
|
$
|
(192
|
)
|
|
$
|
(179
|
)
|
|
$
|
(872
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Accrued capital expenditures
|
$
|
1,060
|
|
|
$
|
848
|
|
|
$
|
910
|
|
Net gains (losses) from subsidiary common unit transactions
|
(56
|
)
|
|
16
|
|
|
(526
|
)
|
|||
NON-CASH FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Issuance of Common Units in connection with the PennTex Acquisition
|
$
|
—
|
|
|
$
|
307
|
|
|
$
|
—
|
|
Contribution of assets from noncontrolling interest
|
988
|
|
|
—
|
|
|
34
|
|
|||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Cash paid for interest, net of interest capitalized
|
$
|
1,914
|
|
|
$
|
1,922
|
|
|
$
|
1,800
|
|
Cash paid for (refund of) income taxes
|
50
|
|
|
(229
|
)
|
|
72
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Natural gas, NGLs, and refined products
|
$
|
1,120
|
|
|
$
|
1,141
|
|
Crude oil
|
551
|
|
|
651
|
|
||
Spare parts and other
|
351
|
|
|
263
|
|
||
Total inventories
|
$
|
2,022
|
|
|
$
|
2,055
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deposits paid to vendors
|
$
|
64
|
|
|
$
|
74
|
|
Prepaid expenses and other
|
231
|
|
|
373
|
|
||
Total other current assets
|
$
|
295
|
|
|
$
|
447
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Land and improvements
|
$
|
2,222
|
|
|
$
|
1,189
|
|
Buildings and improvements (1 to 45 years)
|
2,786
|
|
|
2,247
|
|
||
Pipelines and equipment (5 to 83 years)
|
44,673
|
|
|
36,570
|
|
||
Natural gas and NGL storage facilities (5 to 46 years)
|
1,681
|
|
|
1,451
|
|
||
Bulk storage, equipment and facilities (2 to 83 years)
|
3,883
|
|
|
3,701
|
|
||
Vehicles (1 to 25 years)
|
126
|
|
|
217
|
|
||
Right of way (20 to 83 years)
|
3,432
|
|
|
3,349
|
|
||
Natural resources
|
434
|
|
|
434
|
|
||
Other (1 to 40 years)
|
1,029
|
|
|
2,285
|
|
||
Construction work-in-process
|
10,911
|
|
|
10,119
|
|
||
|
71,177
|
|
|
61,562
|
|
||
Less – Accumulated depreciation and depletion
|
(10,089
|
)
|
|
(7,984
|
)
|
||
Property, plant and equipment, net
|
$
|
61,088
|
|
|
$
|
53,578
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Depreciation and depletion expense
|
$
|
2,204
|
|
|
$
|
1,952
|
|
|
$
|
1,661
|
|
Capitalized interest
|
286
|
|
|
201
|
|
|
164
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Regulatory assets
|
85
|
|
|
86
|
|
||
Deferred charges
|
210
|
|
|
217
|
|
||
Restricted funds
|
192
|
|
|
190
|
|
||
Other
|
399
|
|
|
322
|
|
||
Total other non-current assets, net
|
$
|
886
|
|
|
$
|
815
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
||||||||
Customer relationships, contracts and agreements (3 to 46 years)
|
$
|
6,979
|
|
|
$
|
(1,277
|
)
|
|
$
|
6,050
|
|
|
$
|
(971
|
)
|
Trade names (20 years)
|
66
|
|
|
(25
|
)
|
|
66
|
|
|
(22
|
)
|
||||
Patents (10 years)
|
48
|
|
|
(26
|
)
|
|
48
|
|
|
(21
|
)
|
||||
Other (5 to 20 years)
|
28
|
|
|
(14
|
)
|
|
25
|
|
|
(10
|
)
|
||||
Total amortizable intangible assets
|
7,121
|
|
|
(1,342
|
)
|
|
6,189
|
|
|
(1,024
|
)
|
||||
Non-amortizable intangible assets:
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
295
|
|
|
—
|
|
|
288
|
|
|
—
|
|
||||
Other
|
42
|
|
|
—
|
|
|
59
|
|
|
—
|
|
||||
Total intangible assets
|
$
|
7,458
|
|
|
$
|
(1,342
|
)
|
|
$
|
6,536
|
|
|
$
|
(1,024
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Reported in depreciation, depletion and amortization
|
$
|
344
|
|
|
$
|
264
|
|
|
$
|
290
|
|
|
Investment in ETP
|
|
Investment in Sunoco LP
|
|
Investment in Lake Charles LNG
|
|
Corporate, Other and Eliminations
|
|
Total
|
||||||||||
Balance, December 31, 2015
|
$
|
5,428
|
|
|
$
|
1,694
|
|
|
$
|
184
|
|
|
$
|
(1,250
|
)
|
|
$
|
6,056
|
|
Goodwill acquired
|
428
|
|
|
81
|
|
|
—
|
|
|
—
|
|
|
509
|
|
|||||
Sunoco LP Exchange
|
(1,289
|
)
|
|
—
|
|
|
—
|
|
|
1,289
|
|
|
—
|
|
|||||
Goodwill impairment
|
(670
|
)
|
|
(227
|
)
|
|
—
|
|
|
—
|
|
|
(897
|
)
|
|||||
Other
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Balance, December 31, 2016
|
3,897
|
|
|
1,550
|
|
|
184
|
|
|
39
|
|
|
5,670
|
|
|||||
Goodwill acquired
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Goodwill impairment
|
(793
|
)
|
|
(102
|
)
|
|
—
|
|
|
—
|
|
|
(895
|
)
|
|||||
Other
|
(1
|
)
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|||||
Balance, December 31, 2017
|
$
|
3,115
|
|
|
$
|
1,430
|
|
|
$
|
184
|
|
|
$
|
39
|
|
|
$
|
4,768
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Interest payable
|
$
|
552
|
|
|
$
|
545
|
|
Customer advances and deposits
|
59
|
|
|
72
|
|
||
Accrued capital expenditures
|
1,006
|
|
|
769
|
|
||
Accrued wages and benefits
|
280
|
|
|
254
|
|
||
Taxes payable other than income taxes
|
108
|
|
|
201
|
|
||
Income taxes payable
|
180
|
|
|
—
|
|
||
Exchanges payable
|
154
|
|
|
208
|
|
||
Other
|
243
|
|
|
318
|
|
||
Total accrued and other current liabilities
|
$
|
2,582
|
|
|
$
|
2,367
|
|
|
|
|
Fair Value Measurements at
|
||||||||
|
|
|
December 31, 2017
|
||||||||
|
Fair Value
Total
|
|
Level 1
|
|
Level 2
|
||||||
Assets:
|
|
|
|
|
|
||||||
Commodity derivatives:
|
|
|
|
|
|
||||||
Natural Gas:
|
|
|
|
|
|
||||||
Basis Swaps IFERC/NYMEX
|
$
|
11
|
|
|
$
|
11
|
|
|
$
|
—
|
|
Swing Swaps IFERC
|
13
|
|
|
—
|
|
|
13
|
|
|||
Fixed Swaps/Futures
|
70
|
|
|
70
|
|
|
—
|
|
|||
Forward Physical Swaps
|
8
|
|
|
—
|
|
|
8
|
|
|||
Power — Forwards
|
23
|
|
|
—
|
|
|
23
|
|
|||
Natural Gas Liquids — Forwards/Swaps
|
193
|
|
|
193
|
|
|
—
|
|
|||
Refined Products – Futures
|
1
|
|
|
1
|
|
|
—
|
|
|||
Crude – Futures
|
2
|
|
|
2
|
|
|
—
|
|
|||
Total commodity derivatives
|
321
|
|
|
277
|
|
|
44
|
|
|||
Other non-current assets
|
21
|
|
|
14
|
|
|
7
|
|
|||
Total assets
|
$
|
342
|
|
|
$
|
291
|
|
|
$
|
51
|
|
Liabilities:
|
|
|
|
|
|
||||||
Interest rate derivatives
|
$
|
(219
|
)
|
|
$
|
—
|
|
|
$
|
(219
|
)
|
Commodity derivatives:
|
|
|
|
|
|
||||||
Natural Gas:
|
|
|
|
|
|
||||||
Basis Swaps IFERC/NYMEX
|
(24
|
)
|
|
(24
|
)
|
|
—
|
|
|||
Swing Swaps IFERC
|
(15
|
)
|
|
(1
|
)
|
|
(14
|
)
|
|||
Fixed Swaps/Futures
|
(57
|
)
|
|
(57
|
)
|
|
—
|
|
|||
Forward Physical Swaps
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Power — Forwards
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
|||
Natural Gas Liquids — Forwards/Swaps
|
(192
|
)
|
|
(192
|
)
|
|
|
|
|||
Refined Products – Futures
|
(28
|
)
|
|
(28
|
)
|
|
—
|
|
|||
Crude — Futures
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Total commodity derivatives
|
(341
|
)
|
|
(303
|
)
|
|
(38
|
)
|
|||
Total liabilities
|
$
|
(560
|
)
|
|
$
|
(303
|
)
|
|
$
|
(257
|
)
|
|
|
|
Fair Value Measurements at
|
||||||||||||
|
|
|
December 31, 2016
|
||||||||||||
|
Fair Value
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives:
|
|
|
|
|
|
|
|
||||||||
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
|
|
|
—
|
|
||||
Other non-current assets
|
13
|
|
|
8
|
|
|
5
|
|
|
—
|
|
||||
Total assets
|
$
|
376
|
|
|
$
|
364
|
|
|
$
|
12
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives
|
$
|
(193
|
)
|
|
$
|
—
|
|
|
$
|
(193
|
)
|
|
$
|
—
|
|
Embedded derivatives in the ETP Convertible 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
|
)
|
3.
|
ACQUISITIONS, DIVESTITURES AND RELATED TRANSACTIONS
:
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Carrying amount of assets included as part of discontinued operations:
|
|
|
|
||||
Accounts receivable, net
|
$
|
21
|
|
|
$
|
16
|
|
Inventories
|
149
|
|
|
150
|
|
||
Other current assets
|
16
|
|
|
11
|
|
||
Property and equipment, net
|
1,851
|
|
|
1,860
|
|
||
Goodwill
|
796
|
|
|
1,068
|
|
||
Intangible assets, net
|
477
|
|
|
480
|
|
||
Other noncurrent assets
|
3
|
|
|
3
|
|
||
Total assets classified as held for sale in the Consolidated Balance Sheet
|
$
|
3,313
|
|
|
$
|
3,588
|
|
|
|
|
|
||||
Carrying amount of liabilities included as part of discontinued operations:
|
|
|
|
||||
Other current and noncurrent liabilities
|
$
|
75
|
|
|
$
|
48
|
|
Total liabilities classified as held for sale in the Consolidated Balance Sheet
|
$
|
75
|
|
|
$
|
48
|
|
|
|
At November 1, 2016
|
||
Total current assets
|
|
$
|
34
|
|
Property, plant and equipment
|
|
393
|
|
|
Goodwill
(1)
|
|
177
|
|
|
Intangible assets
|
|
446
|
|
|
|
|
1,050
|
|
|
|
|
|
||
Total current liabilities
|
|
6
|
|
|
Long-term debt, less current maturities
|
|
164
|
|
|
Other non-current liabilities
|
|
17
|
|
|
Noncontrolling interest
|
|
236
|
|
|
|
|
423
|
|
|
Total consideration
|
|
627
|
|
|
Cash received
|
|
21
|
|
|
Total consideration, net of cash received
|
|
$
|
606
|
|
(1)
|
None
of the goodwill is expected to be deductible for tax purposes.
|
4.
|
ADVANCES TO AND INVESTMENTS IN UNCONSOLIDATED AFFILIATES
:
|
|
December 31,
|
||||||||||
Equity in earnings (losses) of unconsolidated affiliates:
|
2017
|
|
2016
|
|
2015
|
||||||
Citrus
|
$
|
144
|
|
|
$
|
102
|
|
|
$
|
97
|
|
FEP
|
53
|
|
|
51
|
|
|
55
|
|
|||
MEP
|
38
|
|
|
40
|
|
|
45
|
|
|||
HPC
(1)
|
(168
|
)
|
|
31
|
|
|
32
|
|
|||
Others
|
77
|
|
|
46
|
|
|
47
|
|
|||
Total
|
$
|
144
|
|
|
$
|
270
|
|
|
$
|
276
|
|
(1)
|
For the year ended
December 31, 2017
, equity in earnings (losses) of unconsolidated affiliates includes the impact of non-cash impairments recorded by HPC, which reduced the Partnership’s equity in earnings by
$185 million
.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Current assets
|
$
|
206
|
|
|
$
|
214
|
|
Property, plant and equipment, net
|
8,336
|
|
|
8,726
|
|
||
Other assets
|
43
|
|
|
181
|
|
||
Total assets
|
$
|
8,585
|
|
|
$
|
9,121
|
|
|
|
|
|
||||
Current liabilities
|
$
|
861
|
|
|
$
|
816
|
|
Non-current liabilities
|
4,492
|
|
|
4,940
|
|
||
Equity
|
3,232
|
|
|
3,365
|
|
||
Total liabilities and equity
|
$
|
8,585
|
|
|
$
|
9,121
|
|
5.
|
NET INCOME PER LIMITED PARTNER UNIT
:
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Income from continuing operations
|
$
|
2,543
|
|
|
$
|
462
|
|
|
$
|
1,023
|
|
Less: Income (loss) from continuing operations attributable to noncontrolling interest
|
1,583
|
|
|
(545
|
)
|
|
(165
|
)
|
|||
Income from continuing operations, net of noncontrolling interest
|
960
|
|
|
1,007
|
|
|
1,188
|
|
|||
Less: General Partner’s interest in income from continuing operations
|
2
|
|
|
3
|
|
|
3
|
|
|||
Less: Convertible Unitholders’ interest in net income from continuing operations
|
38
|
|
|
8
|
|
|
—
|
|
|||
Less: Class D Unitholder’s interest in income from continuing operations
|
—
|
|
|
—
|
|
|
3
|
|
|||
Income from continuing operations available to Limited Partners
|
$
|
920
|
|
|
$
|
996
|
|
|
$
|
1,182
|
|
Basic Income from Continuing Operations per Limited Partner Unit:
|
|
|
|
|
|
||||||
Weighted average limited partner units
|
1,078.2
|
|
|
1,045.5
|
|
|
1,062.8
|
|
|||
Basic income from continuing operations per Limited Partner unit
|
$
|
0.86
|
|
|
$
|
0.95
|
|
|
$
|
1.11
|
|
Basic income (loss) from discontinued operations per Limited Partner unit
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
Diluted Income from Continuing Operations per Limited Partner Unit:
|
|
|
|
|
|
||||||
Income from continuing operations available to Limited Partners
|
$
|
920
|
|
|
$
|
996
|
|
|
$
|
1,182
|
|
Dilutive effect of equity-based compensation of subsidiaries, distributions to Class D Unitholder and Convertible Units
|
38
|
|
|
8
|
|
|
3
|
|
|||
Diluted income from continuing operations available to Limited Partners
|
958
|
|
|
1,004
|
|
|
1,185
|
|
|||
Weighted average limited partner units
|
1,078.2
|
|
|
1,045.5
|
|
|
1,062.8
|
|
|||
Dilutive effect of unconverted unit awards and Convertible Units
|
72.6
|
|
|
33.1
|
|
|
1.6
|
|
|||
Weighted average limited partner units, assuming dilutive effect of unvested unit awards
|
1,150.8
|
|
|
1,078.6
|
|
|
1,064.4
|
|
|||
Diluted income from continuing operations per Limited Partner unit
|
$
|
0.84
|
|
|
$
|
0.93
|
|
|
$
|
1.11
|
|
Diluted income (loss) from discontinued operations per Limited Partner unit
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
6.
|
DEBT OBLIGATIONS:
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Parent Company Indebtedness:
|
|
|
|
||||
7.50% Senior Notes due October 15, 2020
|
$
|
1,187
|
|
|
$
|
1,187
|
|
5.875% Senior Notes due January 15, 2024
|
1,150
|
|
|
1,150
|
|
||
5.50% Senior Notes due June 1, 2027
|
1,000
|
|
|
1,000
|
|
||
4.25% Senior Notes due March 15, 2023
|
1,000
|
|
|
—
|
|
||
ETE Senior Secured Term Loan due December 2, 2019
|
—
|
|
|
2,190
|
|
||
ETE Senior Secured Term Loan due February 2, 2024
|
1,220
|
|
|
—
|
|
||
ETE Senior Secured Revolving Credit Facility due December 18, 2018
|
—
|
|
|
875
|
|
||
ETE Senior Secured Revolving Credit Facility due March 24, 2022
|
1,188
|
|
|
—
|
|
||
Unamortized premiums, discounts and fair value adjustments, net
|
(11
|
)
|
|
(15
|
)
|
||
Deferred debt issuance costs
|
(34
|
)
|
|
(30
|
)
|
||
|
6,700
|
|
|
6,357
|
|
||
|
|
|
|
||||
Subsidiary Indebtedness:
|
|
|
|
||||
ETP Debt
|
|
|
|
||||
6.125% Senior Notes due February 15, 2017
|
—
|
|
|
400
|
|
||
2.50% Senior Notes due June 15, 2018
(1)
|
650
|
|
|
650
|
|
||
6.70% Senior Notes due July 1, 2018
(1)
|
600
|
|
|
600
|
|
||
9.70% Senior Notes due March 15, 2019
|
400
|
|
|
400
|
|
||
9.00% Senior Notes due April 15, 2019
|
450
|
|
|
450
|
|
||
5.50% Senior Notes due February 15, 2020
|
250
|
|
|
250
|
|
||
5.75% Senior Notes due September 1, 2020
|
400
|
|
|
400
|
|
||
4.15% Senior Notes due October 1, 2020
|
1,050
|
|
|
1,050
|
|
||
4.40% Senior Notes due April 1, 2021
|
600
|
|
|
600
|
|
||
6.50% Senior Notes due July 15, 2021
|
—
|
|
|
500
|
|
||
4.65% Senior Notes due June 1, 2021
|
800
|
|
|
800
|
|
||
5.20% Senior Notes due February 1, 2022
|
1,000
|
|
|
1,000
|
|
||
4.65% Senior Notes due February 15, 2022
|
300
|
|
|
300
|
|
||
5.875% Senior Notes due March 1, 2022
|
900
|
|
|
900
|
|
||
5.00% Senior Notes due October 1, 2022
|
700
|
|
|
700
|
|
||
3.45% Senior Notes due January 15, 2023
|
350
|
|
|
350
|
|
||
3.60% Senior Notes due February 1, 2023
|
800
|
|
|
800
|
|
||
5.50% Senior Notes due April 15, 2023
|
—
|
|
|
700
|
|
||
4.50% Senior Notes due November 1, 2023
|
600
|
|
|
600
|
|
||
4.90% Senior Notes due February 1, 2024
|
350
|
|
|
350
|
|
||
7.60% Senior Notes due February 1, 2024
|
277
|
|
|
277
|
|
||
4.25% Senior Notes due April 1, 2024
|
500
|
|
|
500
|
|
||
9.00% Debentures due November 1, 2024
|
65
|
|
|
65
|
|
||
4.05% Senior Notes due March 15, 2025
|
1,000
|
|
|
1,000
|
|
||
5.95% Senior Notes due December 1, 2025
|
400
|
|
|
400
|
|
||
4.75% Senior Notes due January 15, 2026
|
1,000
|
|
|
1,000
|
|
||
3.90% Senior Notes due July 15, 2026
|
550
|
|
|
550
|
|
||
4.20% Senior Notes due April 15, 2027
|
600
|
|
|
—
|
|
||
4.00% Senior Notes due October 1, 2027
|
750
|
|
|
—
|
|
||
8.25% Senior Notes due November 15, 2029
|
267
|
|
|
267
|
|
||
4.90% Senior Notes due March 15, 2035
|
500
|
|
|
500
|
|
||
6.625% Senior Notes due October 15, 2036
|
400
|
|
|
400
|
|
||
7.50% Senior Notes due July 1, 2038
|
550
|
|
|
550
|
|
||
6.85% Senior Notes due February 15, 2040
|
250
|
|
|
250
|
|
||
6.05% Senior Notes due June 1, 2041
|
700
|
|
|
700
|
|
||
6.50% Senior Notes due February 1, 2042
|
1,000
|
|
|
1,000
|
|
||
6.10% Senior Notes due February 15, 2042
|
300
|
|
|
300
|
|
4.95% Senior Notes due January 15, 2043
|
350
|
|
|
350
|
|
||
5.15% Senior Notes due February 1, 2043
|
450
|
|
|
450
|
|
||
5.95% Senior Notes due October 1, 2043
|
450
|
|
|
450
|
|
||
5.30% Senior Notes due April 1, 2044
|
700
|
|
|
700
|
|
||
5.15% Senior Notes due March 15, 2045
|
1,000
|
|
|
1,000
|
|
||
5.35% Senior Notes due May 15, 2045
|
800
|
|
|
800
|
|
||
6.125% Senior Notes due December 15, 2045
|
1,000
|
|
|
1,000
|
|
||
5.30% Senior Notes due April 15, 2047
|
900
|
|
|
—
|
|
||
5.40% Senior Notes due October 1, 2047
|
1,500
|
|
|
—
|
|
||
Floating Rate Junior Subordinated Notes due November 1, 2066
|
546
|
|
|
546
|
|
||
ETP $4.0 billion Revolving Credit Facility due December 2022
|
2,292
|
|
|
—
|
|
||
ETP $1.0 billion 364-Day Credit Facility due November 2018
(2)
|
50
|
|
|
—
|
|
||
ETLP $3.75 billion Revolving Credit Facility due November 2019
|
—
|
|
|
2,777
|
|
||
Legacy Sunoco Logistics $2.50 billion Revolving Credit Facility due March 2020
|
—
|
|
|
1,292
|
|
||
Legacy Sunoco Logistics $1.0 billion 364-Day Credit Facility due December 2017
|
—
|
|
|
630
|
|
||
Unamortized premiums, discounts and fair value adjustments, net
|
33
|
|
|
66
|
|
||
Deferred debt issuance costs
|
(170
|
)
|
|
(166
|
)
|
||
|
29,210
|
|
|
29,454
|
|
||
|
|
|
|
||||
Transwestern Debt
|
|
|
|
||||
5.64% Senior Notes due May 24, 2017
|
—
|
|
|
82
|
|
||
5.36% Senior Notes due December 9, 2020
|
175
|
|
|
175
|
|
||
5.89% Senior Notes due May 24, 2022
|
150
|
|
|
150
|
|
||
5.66% Senior Notes due December 9, 2024
|
175
|
|
|
175
|
|
||
6.16% Senior Notes due May 24, 2037
|
75
|
|
|
75
|
|
||
Deferred debt issuance costs
|
(1
|
)
|
|
(1
|
)
|
||
|
574
|
|
|
656
|
|
||
|
|
|
|
||||
Panhandle Debt
|
|
|
|
||||
6.20% Senior Notes due November 1, 2017
|
—
|
|
|
300
|
|
||
7.00% Senior Notes due June 15, 2018
|
400
|
|
|
400
|
|
||
8.125% Senior Notes due June 1, 2019
|
150
|
|
|
150
|
|
||
7.60% Senior Notes due February 1, 2024
|
82
|
|
|
82
|
|
||
7.00% Senior Notes due July 15, 2029
|
66
|
|
|
66
|
|
||
8.25% Senior Notes due November 14, 2029
|
33
|
|
|
33
|
|
||
Floating Rate Junior Subordinated Notes due November 1, 2066
|
54
|
|
|
54
|
|
||
Unamortized premiums, discounts and fair value adjustments, net
|
28
|
|
|
50
|
|
||
|
813
|
|
|
1,135
|
|
||
|
|
|
|
||||
Sunoco, Inc. Debt
|
|
|
|
||||
5.75% Senior Notes due January 15, 2017
|
—
|
|
|
400
|
|
||
|
|
|
|
||||
Bakken Project Debt
|
|
|
|
||||
Bakken Project $2.50 billion Credit Facility due August 2019
|
2,500
|
|
|
1,100
|
|
||
Deferred debt issuance costs
|
(8
|
)
|
|
(13
|
)
|
||
|
2,492
|
|
|
1,087
|
|
||
PennTex Debt
|
|
|
|
||||
PennTex $275 million Revolving Credit Facility due December 2019
|
—
|
|
|
168
|
|
||
|
|
|
|
||||
Sunoco LP Debt
|
|
|
|
||||
5.50% Senior Notes due August 1, 2020
|
600
|
|
|
600
|
|
||
6.375% Senior Notes due April 1, 2023
|
800
|
|
|
800
|
|
||
6.25% Senior Notes due April 15, 2021
|
800
|
|
|
800
|
|
||
Sunoco LP $1.50 billion Revolving Credit Facility due September 25, 2019
|
765
|
|
|
1,000
|
|
||
Sunoco LP Term Loan due October 1, 2019
|
1,243
|
|
|
1,243
|
|
||
Lease-related obligations
|
113
|
|
|
118
|
|
||
Deferred debt issuance costs
|
(34
|
)
|
|
(47
|
)
|
||
|
4,287
|
|
|
4,514
|
|
|
|
|
|
||||
Other
|
8
|
|
|
31
|
|
||
Total debt
|
44,084
|
|
|
43,802
|
|
||
Less: current maturities of long-term debt
|
413
|
|
|
1,194
|
|
||
Long-term debt, less current maturities
|
$
|
43,671
|
|
|
$
|
42,608
|
|
(1)
|
As of
December 31, 2017
ETP’s
management had the intent and ability to refinance the
$650 million
2.50%
senior notes due June 15, 2018 and the
$600 million
6.70%
senior notes due July 1, 2018, and therefore neither was classified as current.
|
(2)
|
Borrowings under 364-day credit facilities were classified as long-term debt based on the Partnership’s ability and intent to refinance such borrowings on a long-term basis.
|
2018
|
$
|
1,705
|
|
2019
|
5,512
|
|
|
2020
|
3,667
|
|
|
2021
|
2,205
|
|
|
2022
|
6,540
|
|
|
Thereafter
|
24,652
|
|
|
Total
|
$
|
44,281
|
|
•
|
Maximum Leverage Ratio – Consolidated Funded Debt (as defined therein) of the Parent Company to Consolidated EBITDA (as defined therein) of the Parent Company of not more than
6.0
to
1
, with a permitted increase to
7
to
1
during a specified acquisition period following the close of a specified acquisition; and
|
•
|
Consolidated EBITDA (as defined therein) to interest expense of not less than
1.5
to
1
.
|
•
|
incur indebtedness;
|
•
|
grant liens;
|
•
|
enter into mergers;
|
•
|
dispose of assets;
|
•
|
make certain investments;
|
•
|
make Distributions (as defined in the ETP Credit Facilities) during certain Defaults (as defined in the ETP Credit Facilities) and during any Event of Default (as defined in the ETP Credit Facilities);
|
•
|
engage in business substantially different in nature than the business currently conducted by the Partnership and its subsidiaries;
|
•
|
engage in transactions with affiliates; and
|
•
|
enter into restrictive agreements.
|
•
|
prohibition of certain incremental secured indebtedness;
|
•
|
prohibition of certain liens / negative pledge;
|
•
|
limitations on uses of loan proceeds;
|
•
|
limitations on asset sales and purchases;
|
•
|
limitations on permitted business activities;
|
•
|
limitations on mergers and acquisitions;
|
•
|
limitations on investments;
|
•
|
limitations on transactions with affiliates; and
|
•
|
maintenance of commercially reasonable insurance coverage.
|
7.
|
ETP CONVERTIBLE PREFERRED UNITS:
|
8.
|
EQUITY:
|
|
Years Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Number of Common Units, beginning of period
|
1,046.9
|
|
|
1,044.8
|
|
|
1,077.5
|
|
Conversion of Class D Units to ETE Common Units
|
—
|
|
|
—
|
|
|
0.9
|
|
Repurchase of common units under buyback program
|
—
|
|
|
—
|
|
|
(33.6
|
)
|
Issuance of common units
|
32.2
|
|
|
2.1
|
|
|
—
|
|
Number of Common Units, end of period
|
1,079.1
|
|
|
1,046.9
|
|
|
1,044.8
|
|
|
Years Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Number of Series A Convertible Preferred Units, beginning of period
|
329.3
|
|
|
—
|
|
|
—
|
|
Issuance of Series A Convertible Preferred Units
|
—
|
|
|
329.3
|
|
|
—
|
|
Number of Series A Convertible Preferred Units, end of period
|
329.3
|
|
|
329.3
|
|
|
—
|
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
|
December 31, 2014
|
|
February 6, 2015
|
|
February 19, 2015
|
|
0.2250
|
|
March 31, 2015
|
|
May 8, 2015
|
|
May 19, 2015
|
|
0.2450
|
|
June 30, 2015
|
|
August 6, 2015
|
|
August 19, 2015
|
|
0.2650
|
|
September 30, 2015
|
|
November 5, 2015
|
|
November 19, 2015
|
|
0.2850
|
|
December 31, 2015
|
|
February 4, 2016
|
|
February 19, 2016
|
|
0.2850
|
|
March 31, 2016
(1)
|
|
May 6, 2016
|
|
May 19, 2016
|
|
0.2850
|
|
June 30, 2016
(1)
|
|
August 8, 2016
|
|
August 19, 2016
|
|
0.2850
|
|
September 30, 2016
(1)
|
|
November 7, 2016
|
|
November 18, 2016
|
|
0.2850
|
|
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
|
|
December 31, 2017
(1)
|
|
February 8, 2018
|
|
February 20, 2018
|
|
0.3050
|
|
(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 additional information below.
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
March 31, 2016
|
|
May 6, 2016
|
|
May 19, 2016
|
|
$
|
0.1100
|
|
June 30, 2016
|
|
August 8, 2016
|
|
August 19, 2016
|
|
0.1100
|
|
|
September 30, 2016
|
|
November 7, 2016
|
|
November 18, 2016
|
|
0.1100
|
|
|
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
|
|
|
December 31, 2017
|
|
February 8, 2018
|
|
February 20, 2018
|
|
0.1100
|
|
|
|
|
|
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
|
|
ETP
|
|
Sunoco Logistics
|
||||
December 31, 2014
|
|
$
|
0.6633
|
|
|
$
|
0.4000
|
|
March 31, 2015
|
|
0.6767
|
|
|
0.4190
|
|
||
June 30, 2015
|
|
0.6900
|
|
|
0.4380
|
|
||
September 30, 2015
|
|
0.7033
|
|
|
0.4580
|
|
||
December 31, 2015
|
|
0.7033
|
|
|
0.4790
|
|
||
March 31, 2016
|
|
0.7033
|
|
|
0.4890
|
|
||
June 30, 2016
|
|
0.7033
|
|
|
0.5000
|
|
||
September 30, 2016
|
|
0.7033
|
|
|
0.5100
|
|
||
December 31, 2016
|
|
0.7033
|
|
|
0.5200
|
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
March 31, 2017
|
|
May 10, 2017
|
|
May 16, 2017
|
|
$
|
0.5350
|
|
June 30, 2017
|
|
August 7, 2017
|
|
August 15, 2017
|
|
0.5500
|
|
|
September 30, 2017
|
|
November 7, 2017
|
|
November 14, 2017
|
|
0.5650
|
|
|
December 31, 2017
|
|
February 8, 2018
|
|
February 14, 2018
|
|
0.5650
|
|
|
|
Total Year
|
||
2018
|
|
$
|
153
|
|
2019
|
|
128
|
|
|
Each year beyond 2019
|
|
33
|
|
|
Distribution per Preferred Unit
|
|||||||||||
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Series A
|
|
Series B
|
||||
December 31, 2017
|
|
February 1, 2018
|
|
February 15, 2018
|
|
$
|
15.451
|
|
|
$
|
16.378
|
|
|
|
|
|
Marginal Percentage Interest in Distributions
|
||
|
|
Total Quarterly Distribution Target Amount
|
|
Common Unitholders
|
|
Holder of IDRs
|
Minimum Quarterly Distribution
|
|
$0.4375
|
|
100%
|
|
—%
|
First Target Distribution
|
|
$0.4375 to $0.503125
|
|
100%
|
|
—%
|
Second Target Distribution
|
|
$0.503125 to $0.546875
|
|
85%
|
|
15%
|
Third Target Distribution
|
|
$0.546875 to $0.656250
|
|
75%
|
|
25%
|
Thereafter
|
|
Above $0.656250
|
|
50%
|
|
50%
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
|
December 31, 2014
|
|
February 17, 2015
|
|
February 27, 2015
|
|
0.6000
|
|
March 31, 2015
|
|
May 19, 2015
|
|
May 29, 2015
|
|
0.6450
|
|
June 30, 2015
|
|
August 18, 2015
|
|
August 28, 2015
|
|
0.6934
|
|
September 30, 2015
|
|
November 17, 2015
|
|
November 27, 2015
|
|
0.7454
|
|
December 31, 2015
|
|
February 5, 2016
|
|
February 16, 2016
|
|
0.8013
|
|
March 31, 2016
|
|
May 6, 2016
|
|
May 16, 2016
|
|
0.8173
|
|
June 30, 2016
|
|
August 5, 2016
|
|
August 15, 2016
|
|
0.8255
|
|
September 30, 2016
|
|
November 7, 2016
|
|
November 15, 2016
|
|
0.8255
|
|
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
|
|
December 31, 2017
|
|
February 06, 2018
|
|
February 14, 2018
|
|
0.8255
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Available-for-sale securities
|
$
|
8
|
|
|
$
|
2
|
|
Foreign currency translation adjustment
|
(5
|
)
|
|
(5
|
)
|
||
Actuarial gain (loss) related to pensions and other postretirement benefits
|
(5
|
)
|
|
7
|
|
||
Investments in unconsolidated affiliates, net
|
5
|
|
|
4
|
|
||
Subtotal
|
3
|
|
|
8
|
|
||
Amounts attributable to noncontrolling interest
|
(3
|
)
|
|
(8
|
)
|
||
Total AOCI included in partners’ capital, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Available-for-sale securities
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
Foreign currency translation adjustment
|
3
|
|
|
3
|
|
||
Actuarial loss relating to pension and other postretirement benefits
|
3
|
|
|
—
|
|
||
Total
|
$
|
4
|
|
|
$
|
1
|
|
9.
|
UNIT-BASED COMPENSATION PLANS:
|
|
ETP
|
|
Sunoco LP
|
||||||||||
|
Number of
Units
|
|
Weighted Average
Grant-Date Fair Value
Per Unit
|
|
Number of
Units
|
|
Weighted Average
Grant-Date Fair Value
Per Unit
|
||||||
Unvested awards as of December 31, 2016
|
9.4
|
|
|
$
|
27.68
|
|
|
2.0
|
|
|
$
|
34.43
|
|
Legacy Sunoco Logistics unvested awards as of December 31, 2016
|
3.2
|
|
|
28.57
|
|
|
—
|
|
|
—
|
|
||
Awards granted
|
4.9
|
|
|
17.69
|
|
|
0.2
|
|
|
28.31
|
|
||
Awards vested
|
(2.3
|
)
|
|
34.22
|
|
|
(0.3
|
)
|
|
45.48
|
|
||
Awards forfeited
|
(1.1
|
)
|
|
25.03
|
|
|
(0.2
|
)
|
|
34.71
|
|
||
Unvested awards as of December 31, 2017
|
14.1
|
|
|
23.18
|
|
|
1.7
|
|
|
31.89
|
|
Weighted average grant date fair value for Subsidiary Unit Awards during the year ended December 31:
|
|
|
|
|
|
|
|
||||
2017
|
|
|
$
|
17.69
|
|
|
|
|
$
|
28.31
|
|
2016
|
|
|
23.82
|
|
|
|
|
26.95
|
|
||
2015
|
|
|
23.47
|
|
|
|
|
40.63
|
|
10.
|
INCOME TAXES:
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Current expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
54
|
|
|
$
|
(47
|
)
|
|
$
|
(308
|
)
|
State
|
(16
|
)
|
|
(34
|
)
|
|
(54
|
)
|
|||
Total
|
38
|
|
|
(81
|
)
|
|
(362
|
)
|
|||
Deferred expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
(2,055
|
)
|
|
(189
|
)
|
|
268
|
|
|||
State
|
184
|
|
|
12
|
|
|
(29
|
)
|
|||
Total
|
(1,871
|
)
|
|
(177
|
)
|
|
239
|
|
|||
Total income tax expense (benefit) from continuing operations
|
$
|
(1,833
|
)
|
|
$
|
(258
|
)
|
|
$
|
(123
|
)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income tax expense (benefit) at United States statutory rate of 35 percent
|
$
|
248
|
|
|
$
|
71
|
|
|
$
|
316
|
|
Increase (reduction) in income taxes resulting from:
|
|
|
|
|
|
||||||
Partnership earnings not subject to tax
|
(477
|
)
|
|
(576
|
)
|
|
(355
|
)
|
|||
Goodwill impairment
|
207
|
|
|
278
|
|
|
—
|
|
|||
State tax, net of federal tax benefit
|
124
|
|
|
(10
|
)
|
|
(29
|
)
|
|||
Dividend received deduction
|
(14
|
)
|
|
(15
|
)
|
|
(22
|
)
|
|||
Federal rate change
|
(1,812
|
)
|
|
—
|
|
|
—
|
|
|||
Audit settlement
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||
Change in tax status of subsidiary
|
(124
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
15
|
|
|
(6
|
)
|
|
(26
|
)
|
|||
Income tax expense (benefit) from continuing operations
|
$
|
(1,833
|
)
|
|
$
|
(258
|
)
|
|
$
|
(123
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deferred income tax assets:
|
|
|
|
||||
Net operating losses and alternative minimum tax credit
|
$
|
683
|
|
|
$
|
472
|
|
Pension and other postretirement benefits
|
21
|
|
|
30
|
|
||
Long-term debt
|
14
|
|
|
32
|
|
||
Other
|
191
|
|
|
182
|
|
||
Total deferred income tax assets
|
909
|
|
|
716
|
|
||
Valuation allowance
|
(189
|
)
|
|
(118
|
)
|
||
Net deferred income tax assets
|
720
|
|
|
598
|
|
||
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(1,036
|
)
|
|
(1,633
|
)
|
||
Investments in unconsolidated affiliates
|
(2,726
|
)
|
|
(3,789
|
)
|
||
Trademarks
|
(173
|
)
|
|
(273
|
)
|
||
Other
|
(100
|
)
|
|
(15
|
)
|
||
Total deferred income tax liabilities
|
(4,035
|
)
|
|
(5,710
|
)
|
||
Net deferred income taxes
|
$
|
(3,315
|
)
|
|
$
|
(5,112
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Net deferred income tax liability, beginning of year
|
$
|
(5,112
|
)
|
|
$
|
(4,590
|
)
|
Goodwill associated with Sunoco Retail to Sunoco LP transaction (see Note 3)
|
—
|
|
|
(460
|
)
|
||
Net assets (excluding goodwill) associated with Sunoco Retail to Sunoco LP (see Note 3)
|
—
|
|
|
(243
|
)
|
||
Tax provision, including provision from discontinued operations
|
1,825
|
|
|
201
|
|
||
Other
|
(28
|
)
|
|
(20
|
)
|
||
Net deferred income tax liability
|
$
|
(3,315
|
)
|
|
$
|
(5,112
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
$
|
615
|
|
|
$
|
610
|
|
|
$
|
440
|
|
Additions attributable to tax positions taken in the current year
|
—
|
|
|
8
|
|
|
178
|
|
|||
Additions attributable to tax positions taken in prior years
|
28
|
|
|
18
|
|
|
—
|
|
|||
Reduction attributable to tax positions taken in prior years
|
(25
|
)
|
|
(20
|
)
|
|
—
|
|
|||
Lapse of statute
|
(9
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|||
Balance at end of year
|
$
|
609
|
|
|
$
|
615
|
|
|
$
|
610
|
|
11.
|
REGULATORY MATTERS, COMMITMENTS, CONTINGENCIES AND ENVIRONMENTAL LIABILITIES:
|
•
|
$1.00 billion
aggregate principal amount of
4.875%
,
senior notes due 2023;
|
•
|
$800 million
aggregate principal amount of
5.50%
senior notes due 2026; and
|
•
|
$400 million
aggregate principal amount of
5.875%
senior notes due 2028.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Rental expense
(1)
|
|
$
|
196
|
|
|
$
|
187
|
|
|
$
|
281
|
|
Less: Sublease rental income
|
|
(25
|
)
|
|
(26
|
)
|
|
(26
|
)
|
|||
Rental expense, net
|
|
$
|
171
|
|
|
$
|
161
|
|
|
$
|
255
|
|
(1)
|
Includes contingent rentals totaling
$16 million
,
$18 million
and
$20 million
for the years ended
December 31, 2017
,
2016
and
2015
, respectively.
|
Years Ending December 31:
|
|
||
2018
|
$
|
113
|
|
2019
|
100
|
|
|
2020
|
96
|
|
|
2021
|
83
|
|
|
2022
|
71
|
|
|
Thereafter
|
606
|
|
|
Future minimum lease commitments
|
1,069
|
|
|
Less: Sublease rental income
|
(152
|
)
|
|
Net future minimum lease commitments
|
$
|
917
|
|
•
|
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.
|
•
|
Legacy sites related to Sunoco, Inc. that are subject to environmental assessments, including formerly owned terminals and other logistics assets, retail sites that Sunoco, Inc. no longer operates, closed and/or sold refineries and other formerly owned sites.
|
•
|
Sunoco, Inc. is potentially subject to joint and several liability for the costs of remediation at sites at which it ha
s been identified as a “potentially responsible party” (“PRP”). As of
December 31, 2017
, Sunoco, Inc. had been named as a PRP at approximat
ely
43
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.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Current
|
$
|
35
|
|
|
$
|
26
|
|
Non-current
|
337
|
|
|
318
|
|
||
Total environmental liabilities
|
$
|
372
|
|
|
$
|
344
|
|
12.
|
DERIVATIVE ASSETS AND LIABILITIES:
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||
|
Notional
Volume
|
|
Maturity
|
|
Notional
Volume
|
|
Maturity
|
||
Mark-to-Market Derivatives
|
|
|
|
|
|
|
|
||
(Trading)
|
|
|
|
|
|
|
|
||
Natural Gas (BBtu):
|
|
|
|
|
|
|
|
||
Fixed Swaps/Futures
|
1,078
|
|
|
2018
|
|
(683
|
)
|
|
2017
|
Basis Swaps IFERC/NYMEX
(1)
|
48,510
|
|
|
2018-2020
|
|
2,243
|
|
|
2017
|
Options – Puts
|
13,000
|
|
|
2018
|
|
—
|
|
|
—
|
Power (Megawatt):
|
|
|
|
|
|
|
|
||
Forwards
|
435,960
|
|
|
2018-2019
|
|
391,880
|
|
|
2017 - 2018
|
Futures
|
(25,760
|
)
|
|
2018
|
|
109,564
|
|
|
2017 - 2018
|
Options — Puts
|
(153,600
|
)
|
|
2018
|
|
(50,400
|
)
|
|
2017
|
Options — Calls
|
137,600
|
|
|
2018
|
|
186,400
|
|
|
2017
|
Crude (MBbls) – Futures
|
—
|
|
|
—
|
|
(617
|
)
|
|
2017
|
(Non-Trading)
|
|
|
|
|
|
|
|
||
Natural Gas (BBtu):
|
|
|
|
|
|
|
|
||
Basis Swaps IFERC/NYMEX
|
4,650
|
|
|
2018-2020
|
|
10,750
|
|
|
2017 - 2018
|
Swing Swaps IFERC
|
87,253
|
|
|
2018-2019
|
|
(5,663
|
)
|
|
2017
|
Fixed Swaps/Futures
|
(4,390
|
)
|
|
2018-2019
|
|
(52,653
|
)
|
|
2017 - 2019
|
Forward Physical Contracts
|
(145,105
|
)
|
|
2018-2020
|
|
(22,492
|
)
|
|
2017
|
Natural Gas Liquid (MBbls) – Forwards/Swaps
|
6,744
|
|
|
2018-2019
|
|
(5,787
|
)
|
|
2017
|
Refined Products (MBbls) – Futures
|
(3,901
|
)
|
|
2018-2019
|
|
(3,144
|
)
|
|
2017
|
Corn (Bushels) – Futures
|
1,870,000
|
|
|
2018
|
|
1,580,000
|
|
|
2017
|
Fair Value Hedging Derivatives
|
|
|
|
|
|
|
|
||
(Non-Trading)
|
|
|
|
|
|
|
|
||
Natural Gas (BBtu):
|
|
|
|
|
|
|
|
||
Basis Swaps IFERC/NYMEX
|
(39,770
|
)
|
|
2018
|
|
(36,370
|
)
|
|
2017
|
Fixed Swaps/Futures
|
(39,770
|
)
|
|
2018
|
|
(36,370
|
)
|
|
2017
|
Hedged Item — Inventory
|
39,770
|
|
|
2018
|
|
36,370
|
|
|
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
|
||||||
Entity
|
|
Term
|
|
Type
(1)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
ETP
|
|
July 2017
(2)
|
|
Forward-starting to pay a fixed rate of 3.90% and receive a floating rate
|
|
$
|
—
|
|
|
$
|
500
|
|
ETP
|
|
July 2018
(2)
|
|
Forward-starting to pay a fixed rate of 3.76% and receive a floating rate
|
|
300
|
|
|
200
|
|
||
ETP
|
|
July 2019
(2)
|
|
Forward-starting to pay a fixed rate of 3.64% and receive a floating rate
|
|
300
|
|
|
200
|
|
||
ETP
|
|
July 2020
(2)
|
|
Forward-starting to pay a fixed rate of 3.52% and receive a floating rate
|
|
400
|
|
|
—
|
|
||
ETP
|
|
December 2018
|
|
Pay a floating rate based on a 3-month LIBOR and receive a fixed rate of 1.53%
|
|
1,200
|
|
|
1,200
|
|
||
ETP
|
|
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
|
||||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives (margin deposits)
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
(4
|
)
|
|
14
|
|
|
—
|
|
|
(2
|
)
|
|
(4
|
)
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives (margin deposits)
|
262
|
|
|
338
|
|
|
(281
|
)
|
|
(416
|
)
|
||||
Commodity derivatives
|
45
|
|
|
25
|
|
|
(58
|
)
|
|
(58
|
)
|
||||
Interest rate derivatives
|
—
|
|
|
—
|
|
|
(219
|
)
|
|
(193
|
)
|
||||
Embedded derivatives in ETP Convertible Preferred Units
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
|
307
|
|
|
363
|
|
|
(558
|
)
|
|
(668
|
)
|
||||
Total derivatives
|
$
|
321
|
|
|
$
|
363
|
|
|
$
|
(560
|
)
|
|
$
|
(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
|
||||||||||
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||
Derivatives in fair value hedging relationships (including hedged item):
|
|
|
|
|
|
|
|
||||||
Commodity derivatives
|
Cost of products sold
|
|
$
|
26
|
|
|
$
|
14
|
|
|
$
|
21
|
|
Total
|
|
|
$
|
26
|
|
|
$
|
14
|
|
|
$
|
21
|
|
|
Location of Gain/(Loss) Recognized in Income on Derivatives
|
|
Amount of Gain/(Loss) Recognized
in Income on Derivatives
|
||||||||||
|
|
Years Ended December 31,
|
|||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||
Commodity derivatives – Trading
|
Cost of products sold
|
|
$
|
31
|
|
|
$
|
(35
|
)
|
|
$
|
(11
|
)
|
Commodity derivatives – Non-trading
|
Cost of products sold
|
|
5
|
|
|
(177
|
)
|
|
15
|
|
|||
Interest rate derivatives
|
Losses on interest rate derivatives
|
|
(37
|
)
|
|
(12
|
)
|
|
(18
|
)
|
|||
Embedded derivatives
|
Other, net
|
|
1
|
|
|
4
|
|
|
12
|
|
|||
Total
|
|
|
$
|
—
|
|
|
$
|
(220
|
)
|
|
$
|
(2
|
)
|
13.
|
RETIREMENT BENEFITS:
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Pension Benefits
|
|
|
|
Pension Benefits
|
|
|
||||||||||||||||
|
Funded Plans
|
|
Unfunded Plans
|
|
Other Postretirement Benefits
|
|
Funded Plans
|
|
Unfunded Plans
|
|
Other Postretirement Benefits
|
||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of period
|
$
|
18
|
|
|
$
|
51
|
|
|
$
|
166
|
|
|
$
|
20
|
|
|
$
|
57
|
|
|
$
|
181
|
|
Interest cost
|
1
|
|
|
1
|
|
|
4
|
|
|
1
|
|
|
2
|
|
|
4
|
|
||||||
Amendments
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid, net
|
(2
|
)
|
|
(6
|
)
|
|
(20
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|
(21
|
)
|
||||||
Actuarial (gain) loss and other
|
2
|
|
|
1
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
2
|
|
||||||
Settlements
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefit obligation at end of period
|
$
|
1
|
|
|
$
|
47
|
|
|
$
|
156
|
|
|
$
|
18
|
|
|
$
|
51
|
|
|
$
|
166
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of period
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
256
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
261
|
|
Return on plan assets and other
|
3
|
|
|
—
|
|
|
11
|
|
|
(2
|
)
|
|
—
|
|
|
6
|
|
||||||
Employer contributions
|
6
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||||
Benefits paid, net
|
(2
|
)
|
|
—
|
|
|
(20
|
)
|
|
(1
|
)
|
|
—
|
|
|
(21
|
)
|
||||||
Settlements
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets at end of period
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
257
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amount underfunded (overfunded) at end of period
|
$
|
—
|
|
|
$
|
47
|
|
|
$
|
(101
|
)
|
|
$
|
6
|
|
|
$
|
51
|
|
|
$
|
(90
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-current assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
127
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
114
|
|
Current liabilities
|
—
|
|
|
(8
|
)
|
|
(2
|
)
|
|
—
|
|
|
(7
|
)
|
|
(2
|
)
|
||||||
Non-current liabilities
|
—
|
|
|
(39
|
)
|
|
(24
|
)
|
|
(6
|
)
|
|
(44
|
)
|
|
(23
|
)
|
||||||
|
$
|
—
|
|
|
$
|
(47
|
)
|
|
$
|
101
|
|
|
$
|
(6
|
)
|
|
$
|
(51
|
)
|
|
$
|
89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts recognized in accumulated other comprehensive loss (pre-tax basis) consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial gain
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
(18
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(13
|
)
|
Prior service cost
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||||
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Pension Benefits
|
|
|
|
Pension Benefits
|
|
|
||||||||||||||||
|
Funded Plans
|
|
Unfunded Plans
|
|
Other Postretirement Benefits
|
|
Funded Plans
|
|
Unfunded Plans
|
|
Other Postretirement Benefits
|
||||||||||||
Projected benefit obligation
|
$
|
1
|
|
|
$
|
47
|
|
|
N/A
|
|
|
$
|
18
|
|
|
$
|
51
|
|
|
N/A
|
|
||
Accumulated benefit obligation
|
1
|
|
|
47
|
|
|
$
|
156
|
|
|
18
|
|
|
51
|
|
|
$
|
166
|
|
||||
Fair value of plan assets
|
1
|
|
|
—
|
|
|
257
|
|
|
12
|
|
|
—
|
|
|
256
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Pension Benefits
|
|
Other Postretirement Benefits
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
Net Periodic Benefit Cost:
|
|
|
|
|
|
|
|
||||||||
Interest cost
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
4
|
|
Expected return on plan assets
|
—
|
|
|
(9
|
)
|
|
(1
|
)
|
|
(8
|
)
|
||||
Prior service cost amortization
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
||||
Net periodic benefit cost
|
$
|
2
|
|
|
$
|
(3
|
)
|
|
$
|
2
|
|
|
$
|
(3
|
)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||
|
Pension Benefits
|
|
Other Postretirement Benefits
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||
Discount rate
|
3.27
|
%
|
|
2.34
|
%
|
|
3.65
|
%
|
|
2.34
|
%
|
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||
|
Pension Benefits
|
|
Other Postretirement Benefits
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||
Discount rate
|
3.52
|
%
|
|
3.10
|
%
|
|
3.60
|
%
|
|
3.06
|
%
|
Expected return on assets:
|
|
|
|
|
|
|
|
||||
Tax exempt accounts
|
3.50
|
%
|
|
7.00
|
%
|
|
3.50
|
%
|
|
7.00
|
%
|
Taxable accounts
|
N/A
|
|
|
4.50
|
%
|
|
N/A
|
|
|
4.50
|
%
|
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||
Health care cost trend rate
|
7.20
|
%
|
|
6.73
|
%
|
Rate to which the cost trend is assumed to decline (the ultimate trend rate)
|
4.99
|
%
|
|
4.96
|
%
|
Year that the rate reaches the ultimate trend rate
|
2023
|
|
|
2021
|
|
|
|
|
|
Fair Value Measurements at December 31, 2017
|
||||||||||||
|
|
Fair Value Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Asset Category:
|
|
|
|
|
|
|
|
|
||||||||
Mutual funds
(1)
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Comprised of
100%
equities as of
December 31, 2017
.
|
|
|
|
|
Fair Value Measurements at December 31, 2016
|
||||||||||||
|
|
Fair Value Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Asset Category:
|
|
|
|
|
|
|
|
|
||||||||
Mutual funds
(1)
|
|
$
|
12
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
|
$
|
12
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Comprised of
100%
equities as of
December 31, 2016
.
|
|
|
|
|
Fair Value Measurements at December 31, 2017
|
||||||||||||
|
|
Fair Value Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Asset Category:
|
|
|
|
|
|
|
|
|
||||||||
Cash and Cash Equivalents
|
|
$
|
33
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds
(1)
|
|
154
|
|
|
154
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities
|
|
70
|
|
|
—
|
|
|
70
|
|
|
—
|
|
||||
Total
|
|
$
|
257
|
|
|
$
|
187
|
|
|
$
|
70
|
|
|
$
|
—
|
|
(1)
|
Primarily comprised of approximately
38%
equities,
61%
fixed income securities and
2%
cash as of
December 31, 2017
.
|
|
|
|
|
Fair Value Measurements at December 31, 2016
|
||||||||||||
|
|
Fair Value Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Asset Category:
|
|
|
|
|
|
|
|
|
||||||||
Cash and Cash Equivalents
|
|
$
|
23
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds
(1)
|
|
142
|
|
|
142
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities
|
|
91
|
|
|
—
|
|
|
91
|
|
|
—
|
|
||||
Total
|
|
$
|
256
|
|
|
$
|
165
|
|
|
$
|
91
|
|
|
$
|
—
|
|
(1)
|
Primarily comprised of approximately
31%
equities,
66%
fixed income securities and
3%
cash as of
December 31, 2016
.
|
Years
|
|
Pension Benefits - Unfunded Plans
(1)
|
|
Other Postretirement Benefits (Gross, Before Medicare Part D)
|
||||
2018
|
|
$
|
8
|
|
|
$
|
24
|
|
2019
|
|
6
|
|
|
23
|
|
||
2020
|
|
6
|
|
|
21
|
|
||
2021
|
|
5
|
|
|
19
|
|
||
2022
|
|
4
|
|
|
17
|
|
||
2023 – 2027
|
|
15
|
|
|
37
|
|
14.
|
RELATED PARTY TRANSACTIONS:
|
15.
|
REPORTABLE SEGMENTS:
|
•
|
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.
|
•
|
MACS, Sunoco LLC, Susser and Sunoco Retail LLC for the periods during which those entities were included in the consolidated results of both ETP and Sunoco LP, as discussed above.
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Investment in ETP:
|
|
|
|
|
|
||||||
Revenues from external customers
|
$
|
28,613
|
|
|
$
|
21,618
|
|
|
$
|
34,156
|
|
Intersegment revenues
|
441
|
|
|
209
|
|
|
136
|
|
|||
|
29,054
|
|
|
21,827
|
|
|
34,292
|
|
|||
Investment in Sunoco LP:
|
|
|
|
|
|
||||||
Revenues from external customers
|
11,713
|
|
|
9,977
|
|
|
12,419
|
|
|||
Intersegment revenues
|
10
|
|
|
9
|
|
|
11
|
|
|||
|
11,723
|
|
|
9,986
|
|
|
12,430
|
|
|||
Investment in Lake Charles LNG:
|
|
|
|
|
|
||||||
Revenues from external customers
|
197
|
|
|
197
|
|
|
216
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Adjustments and Eliminations:
|
(451
|
)
|
|
(218
|
)
|
|
(10,842
|
)
|
|||
Total revenues
|
$
|
40,523
|
|
|
$
|
31,792
|
|
|
$
|
36,096
|
|
|
|
|
|
|
|
||||||
Costs of products sold:
|
|
|
|
|
|
||||||
Investment in ETP
|
$
|
20,801
|
|
|
$
|
15,080
|
|
|
$
|
26,714
|
|
Investment in Sunoco LP
|
10,615
|
|
|
8,830
|
|
|
11,450
|
|
|||
Adjustments and Eliminations
|
(450
|
)
|
|
(217
|
)
|
|
(9,496
|
)
|
|||
Total costs of products sold
|
$
|
30,966
|
|
|
$
|
23,693
|
|
|
$
|
28,668
|
|
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization:
|
|
|
|
|
|
||||||
Investment in ETP
|
$
|
2,332
|
|
|
$
|
1,986
|
|
|
$
|
1,929
|
|
Investment in Sunoco LP
|
169
|
|
|
176
|
|
|
150
|
|
|||
Investment in Lake Charles LNG
|
39
|
|
|
39
|
|
|
39
|
|
|||
Corporate and Other
|
14
|
|
|
15
|
|
|
17
|
|
|||
Adjustments and Eliminations
|
—
|
|
|
—
|
|
|
(184
|
)
|
|||
Total depreciation, depletion and amortization
|
$
|
2,554
|
|
|
$
|
2,216
|
|
|
$
|
1,951
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Equity in earnings of unconsolidated affiliates:
|
|
|
|
|
|
||||||
Investment in ETP
|
$
|
156
|
|
|
$
|
59
|
|
|
$
|
469
|
|
Adjustments and Eliminations
|
(12
|
)
|
|
211
|
|
|
(193
|
)
|
|||
Total equity in earnings of unconsolidated affiliates
|
$
|
144
|
|
|
$
|
270
|
|
|
$
|
276
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Segment Adjusted EBITDA:
|
|
|
|
|
|
||||||
Investment in ETP
|
$
|
6,712
|
|
|
$
|
5,733
|
|
|
$
|
5,517
|
|
Investment in Sunoco LP
|
732
|
|
|
665
|
|
|
719
|
|
|||
Investment in Lake Charles LNG
|
175
|
|
|
179
|
|
|
196
|
|
|||
Corporate and Other
|
(31
|
)
|
|
(170
|
)
|
|
(104
|
)
|
|||
Adjustments and Eliminations
|
(268
|
)
|
|
(272
|
)
|
|
(590
|
)
|
|||
Total Segment Adjusted EBITDA
|
7,320
|
|
|
6,135
|
|
|
5,738
|
|
|||
Depreciation, depletion and amortization
|
(2,554
|
)
|
|
(2,216
|
)
|
|
(1,951
|
)
|
|||
Interest expense, net of interest capitalized
|
(1,922
|
)
|
|
(1,804
|
)
|
|
(1,622
|
)
|
|||
Gains on acquisitions
|
—
|
|
|
83
|
|
|
—
|
|
|||
Impairment of investments in unconsolidated affiliates
|
(313
|
)
|
|
(308
|
)
|
|
—
|
|
|||
Impairment losses
|
(1,039
|
)
|
|
(1,040
|
)
|
|
(339
|
)
|
|||
Losses on interest rate derivatives
|
(37
|
)
|
|
(12
|
)
|
|
(18
|
)
|
|||
Non-cash unit-based compensation expense
|
(99
|
)
|
|
(70
|
)
|
|
(91
|
)
|
|||
Unrealized gains (losses) on commodity risk management activities
|
59
|
|
|
(136
|
)
|
|
(65
|
)
|
|||
Losses on extinguishments of debt
|
(89
|
)
|
|
—
|
|
|
(43
|
)
|
|||
Inventory valuation adjustments
|
24
|
|
|
97
|
|
|
(67
|
)
|
|||
Adjusted EBITDA related to discontinued operations
|
(223
|
)
|
|
(199
|
)
|
|
(228
|
)
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
(716
|
)
|
|
(675
|
)
|
|
(713
|
)
|
|||
Equity in earnings of unconsolidated affiliates
|
144
|
|
|
270
|
|
|
276
|
|
|||
Other, net
|
155
|
|
|
79
|
|
|
23
|
|
|||
Income from continuing operations before income tax benefit
|
$
|
710
|
|
|
$
|
204
|
|
|
$
|
900
|
|
Income tax benefit from continuing operations
|
(1,833
|
)
|
|
(258
|
)
|
|
(123
|
)
|
|||
Income from continuing operations
|
2,543
|
|
|
462
|
|
|
1,023
|
|
|||
Income (loss) from discontinued operations, net of tax
|
(177
|
)
|
|
(462
|
)
|
|
38
|
|
|||
Net income
|
$
|
2,366
|
|
|
$
|
—
|
|
|
$
|
1,061
|
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Total assets:
|
|
|
|
|
|
||||||
Investment in ETP
|
$
|
77,965
|
|
|
$
|
70,105
|
|
|
$
|
65,128
|
|
Investment in Sunoco LP
|
8,344
|
|
|
8,701
|
|
|
8,842
|
|
|||
Investment in Lake Charles LNG
|
1,646
|
|
|
1,508
|
|
|
1,369
|
|
|||
Corporate and Other
|
598
|
|
|
711
|
|
|
638
|
|
|||
Adjustments and Eliminations
|
(2,307
|
)
|
|
(2,100
|
)
|
|
(4,833
|
)
|
|||
Total
|
$
|
86,246
|
|
|
$
|
78,925
|
|
|
$
|
71,144
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Additions to property, plant and equipment, net of contributions in aid of construction costs (capital expenditures related to the Partnership’s proportionate ownership on an accrual basis):
|
|
|
|
|
|
||||||
Investment in ETP
|
$
|
5,901
|
|
|
$
|
5,810
|
|
|
$
|
8,167
|
|
Investment in Sunoco LP
|
103
|
|
|
119
|
|
|
178
|
|
|||
Investment in Lake Charles LNG
|
2
|
|
|
—
|
|
|
1
|
|
|||
Adjustments and Eliminations
|
—
|
|
|
—
|
|
|
(123
|
)
|
|||
Total
|
$
|
6,006
|
|
|
$
|
5,929
|
|
|
$
|
8,223
|
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Advances to and investments in affiliates:
|
|
|
|
|
|
||||||
Investment in ETP
|
$
|
3,816
|
|
|
$
|
4,280
|
|
|
$
|
5,003
|
|
Adjustments and Eliminations
|
(1,111
|
)
|
|
(1,240
|
)
|
|
(1,541
|
)
|
|||
Total
|
$
|
2,705
|
|
|
$
|
3,040
|
|
|
$
|
3,462
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Intrastate Transportation and Storage
|
$
|
2,891
|
|
|
$
|
2,155
|
|
|
$
|
1,912
|
|
Interstate Transportation and Storage
|
915
|
|
|
946
|
|
|
1,008
|
|
|||
Midstream
|
2,510
|
|
|
2,342
|
|
|
2,607
|
|
|||
NGL and refined products transportation and services
|
8,326
|
|
|
5,973
|
|
|
4,569
|
|
|||
Crude oil transportation and services
|
11,672
|
|
|
7,539
|
|
|
8,980
|
|
|||
All Other
|
2,740
|
|
|
2,872
|
|
|
15,216
|
|
|||
Total revenues
|
29,054
|
|
|
21,827
|
|
|
34,292
|
|
|||
Less: Intersegment revenues
|
441
|
|
|
209
|
|
|
136
|
|
|||
Revenues from external customers
|
$
|
28,613
|
|
|
$
|
21,618
|
|
|
$
|
34,156
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Retail operations
|
$
|
2,263
|
|
|
$
|
1,991
|
|
|
$
|
2,226
|
|
Wholesale operations
|
9,460
|
|
|
7,995
|
|
|
10,204
|
|
|||
Total revenues
|
11,723
|
|
|
9,986
|
|
|
12,430
|
|
|||
Less: Intersegment revenues
|
10
|
|
|
9
|
|
|
11
|
|
|||
Revenues from external customers
|
$
|
11,713
|
|
|
$
|
9,977
|
|
|
$
|
12,419
|
|
16.
|
QUARTERLY FINANCIAL DATA (UNAUDITED):
|
|
Quarters Ended
|
|
|
||||||||||||||||
|
March 31*
|
|
June 30*
|
|
September 30*
|
|
December 31
|
|
Total Year
|
||||||||||
2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
9,660
|
|
|
$
|
9,427
|
|
|
$
|
9,984
|
|
|
$
|
11,452
|
|
|
$
|
40,523
|
|
Operating income (loss)
|
758
|
|
|
746
|
|
|
924
|
|
|
285
|
|
|
2,713
|
|
|||||
Net income (loss)
|
319
|
|
|
121
|
|
|
758
|
|
|
1,168
|
|
|
2,366
|
|
|||||
Limited Partners’ interest in net income
|
232
|
|
|
204
|
|
|
240
|
|
|
239
|
|
|
915
|
|
|||||
Basic net income per limited partner unit
|
$
|
0.22
|
|
|
$
|
0.18
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.85
|
|
Diluted net income per limited partner unit
|
$
|
0.21
|
|
|
$
|
0.18
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.83
|
|
|
Quarters Ended
|
|
|
||||||||||||||||
|
March 31*
|
|
June 30*
|
|
September 30*
|
|
December 31*
|
|
Total Year*
|
||||||||||
2016:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
6,447
|
|
|
$
|
7,866
|
|
|
$
|
8,156
|
|
|
$
|
9,323
|
|
|
$
|
31,792
|
|
Operating income
|
680
|
|
|
814
|
|
|
624
|
|
|
(275
|
)
|
|
1,843
|
|
|||||
Net income (loss)
|
320
|
|
|
417
|
|
|
(3
|
)
|
|
(734
|
)
|
|
—
|
|
|||||
Limited Partners’ interest in net income
|
311
|
|
|
239
|
|
|
207
|
|
|
226
|
|
|
983
|
|
|||||
Basic net income per limited partner unit
|
$
|
0.30
|
|
|
$
|
0.23
|
|
|
$
|
0.20
|
|
|
$
|
0.22
|
|
|
$
|
0.94
|
|
Diluted net income per limited partner unit
|
$
|
0.30
|
|
|
$
|
0.23
|
|
|
$
|
0.19
|
|
|
$
|
0.21
|
|
|
$
|
0.92
|
|
17.
|
SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION:
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
$
|
(31
|
)
|
|
$
|
(185
|
)
|
|
$
|
(112
|
)
|
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
||||||
Interest expense, net of interest capitalized
|
(347
|
)
|
|
(327
|
)
|
|
(294
|
)
|
|||
Equity in earnings of unconsolidated affiliates
|
1,381
|
|
|
1,511
|
|
|
1,601
|
|
|||
Loss on extinguishment of debt
|
(47
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(2
|
)
|
|
(4
|
)
|
|
(5
|
)
|
|||
INCOME BEFORE INCOME TAXES
|
954
|
|
|
995
|
|
|
1,190
|
|
|||
Income tax expense
|
—
|
|
|
—
|
|
|
1
|
|
|||
NET INCOME
|
954
|
|
|
995
|
|
|
1,189
|
|
|||
General Partner’s interest in net income
|
2
|
|
|
3
|
|
|
3
|
|
|||
Convertible Unitholders’ interest in income
|
37
|
|
|
9
|
|
|
—
|
|
|||
Class D Unitholder’s interest in net income
|
—
|
|
|
—
|
|
|
3
|
|
|||
Limited Partners’ interest in net income
|
$
|
915
|
|
|
$
|
983
|
|
|
$
|
1,183
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
|
$
|
831
|
|
|
$
|
918
|
|
|
$
|
1,103
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Cash paid for Bakken Pipeline Transaction
|
—
|
|
|
—
|
|
|
(817
|
)
|
|||
Contributions to unconsolidated affiliates
|
(861
|
)
|
|
(70
|
)
|
|
—
|
|
|||
Capital expenditures
|
(1
|
)
|
|
(16
|
)
|
|
(19
|
)
|
|||
Contributions in aid of construction costs
|
7
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(855
|
)
|
|
(86
|
)
|
|
(836
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from borrowings
|
2,219
|
|
|
225
|
|
|
3,672
|
|
|||
Principal payments on debt
|
(1,881
|
)
|
|
(210
|
)
|
|
(1,985
|
)
|
|||
Distributions to partners
|
(1,010
|
)
|
|
(1,022
|
)
|
|
(1,090
|
)
|
|||
Proceeds from affiliate
|
174
|
|
|
176
|
|
|
210
|
|
|||
Common Units issued for cash
|
568
|
|
|
—
|
|
|
—
|
|
|||
Units repurchased under buyback program
|
—
|
|
|
—
|
|
|
(1,064
|
)
|
|||
Debt issuance costs
|
(47
|
)
|
|
—
|
|
|
(11
|
)
|
|||
Net cash provided by (used in) financing activities
|
23
|
|
|
(831
|
)
|
|
(268
|
)
|
|||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
|||
CASH AND CASH EQUIVALENTS, beginning of period
|
2
|
|
|
1
|
|
|
2
|
|
|||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
Page
|
1. Energy Transfer Partners, L.P. Financial Statements
|
S - 2
|
|
|
|
|
1.
|
ENERGY TRANSFER PARTNERS, L.P. FINANCIAL STATEMENTS
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
S - 3
|
Consolidated Balance Sheets – December 31, 2017 and 2016
|
S - 4
|
Consolidated Statements of Operations – Years Ended December 31, 2017, 2016 and 2015
|
S - 6
|
Consolidated Statements of Comprehensive Income – Years Ended December 31, 2017, 2016 and 2015
|
S - 7
|
Consolidated Statements of Equity – Years Ended December 31, 2017, 2016 and 2015
|
S - 8
|
Consolidated Statements of Cash Flows – Years Ended December 31, 2017, 2016 and 2015
|
S - 10
|
Notes to Consolidated Financial Statements
|
S - 12
|
|
December 31,
|
||||||
|
2017
|
|
2016*
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
306
|
|
|
$
|
360
|
|
Accounts receivable, net
|
3,946
|
|
|
3,002
|
|
||
Accounts receivable from related companies
|
318
|
|
|
209
|
|
||
Inventories
|
1,589
|
|
|
1,626
|
|
||
Income taxes receivable
|
135
|
|
|
128
|
|
||
Derivative assets
|
24
|
|
|
20
|
|
||
Other current assets
|
210
|
|
|
298
|
|
||
Total current assets
|
6,528
|
|
|
5,643
|
|
||
|
|
|
|
||||
Property, plant and equipment
|
67,699
|
|
|
58,220
|
|
||
Accumulated depreciation and depletion
|
(9,262
|
)
|
|
(7,303
|
)
|
||
|
58,437
|
|
|
50,917
|
|
||
|
|
|
|
||||
Advances to and investments in unconsolidated affiliates
|
3,816
|
|
|
4,280
|
|
||
Other non-current assets, net
|
758
|
|
|
672
|
|
||
Intangible assets, net
|
5,311
|
|
|
4,696
|
|
||
Goodwill
|
3,115
|
|
|
3,897
|
|
||
Total assets
|
$
|
77,965
|
|
|
$
|
70,105
|
|
|
December 31,
|
||||||
|
2017
|
|
2016*
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
4,126
|
|
|
$
|
2,900
|
|
Accounts payable to related companies
|
209
|
|
|
43
|
|
||
Derivative liabilities
|
109
|
|
|
166
|
|
||
Accrued and other current liabilities
|
2,143
|
|
|
1,905
|
|
||
Current maturities of long-term debt
|
407
|
|
|
1,189
|
|
||
Total current liabilities
|
6,994
|
|
|
6,203
|
|
||
|
|
|
|
||||
Long-term debt, less current maturities
|
32,687
|
|
|
31,741
|
|
||
Long-term notes payable – related company
|
—
|
|
|
250
|
|
||
Non-current derivative liabilities
|
145
|
|
|
76
|
|
||
Deferred income taxes
|
2,883
|
|
|
4,394
|
|
||
Other non-current liabilities
|
1,084
|
|
|
952
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|||
Legacy ETP Preferred Units
|
—
|
|
|
33
|
|
||
Redeemable noncontrolling interests
|
21
|
|
|
15
|
|
||
|
|
|
|
||||
Equity:
|
|
|
|
||||
Series A Preferred Units (950,000 units authorized, issued and outstanding as of December 31, 2017)
|
944
|
|
|
—
|
|
||
Series B Preferred Units (550,000 units authorized, issued and outstanding as of December 31, 2017)
|
547
|
|
|
—
|
|
||
Limited Partners:
|
|
|
|
||||
Common Unitholders (1,164,112,575 and 794,803,854 units authorized, issued and outstanding as of December 31, 2017 and 2016, respectively)
|
26,531
|
|
|
14,925
|
|
||
Class E Unitholder (8,853,832 units authorized, issued and outstanding – held by subsidiary)
|
—
|
|
|
—
|
|
||
Class G Unitholder (90,706,000 units authorized, issued and outstanding – held by subsidiary)
|
—
|
|
|
—
|
|
||
Class H Unitholder (81,001,069 units authorized, issued and outstanding as of December 31, 2016)
|
—
|
|
|
3,480
|
|
||
Class I Unitholder (100 units authorized, issued and outstanding)
|
—
|
|
|
2
|
|
||
Class K Unitholders (101,525,429 units authorized, issued and outstanding – held by subsidiaries)
|
—
|
|
|
—
|
|
||
General Partner
|
244
|
|
|
206
|
|
||
Accumulated other comprehensive income
|
3
|
|
|
8
|
|
||
Total partners’ capital
|
28,269
|
|
|
18,621
|
|
||
Noncontrolling interest
|
5,882
|
|
|
7,820
|
|
||
Total equity
|
34,151
|
|
|
26,441
|
|
||
Total liabilities and equity
|
$
|
77,965
|
|
|
$
|
70,105
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016*
|
|
2015*
|
||||||
REVENUES:
|
|
|
|
|
|
||||||
Natural gas sales
|
$
|
4,172
|
|
|
$
|
3,619
|
|
|
$
|
3,671
|
|
NGL sales
|
6,972
|
|
|
4,841
|
|
|
3,936
|
|
|||
Crude sales
|
10,184
|
|
|
6,766
|
|
|
8,378
|
|
|||
Gathering, transportation and other fees
|
4,265
|
|
|
4,003
|
|
|
3,997
|
|
|||
Refined product sales (see Note 3)
|
1,515
|
|
|
1,047
|
|
|
9,958
|
|
|||
Other (see Note 3)
|
1,946
|
|
|
1,551
|
|
|
4,352
|
|
|||
Total revenues
|
29,054
|
|
|
21,827
|
|
|
34,292
|
|
|||
COSTS AND EXPENSES:
|
|
|
|
|
|
||||||
Cost of products sold (see Note 3)
|
20,801
|
|
|
15,080
|
|
|
26,714
|
|
|||
Operating expenses (see Note 3)
|
2,170
|
|
|
1,839
|
|
|
2,608
|
|
|||
Depreciation, depletion and amortization
|
2,332
|
|
|
1,986
|
|
|
1,929
|
|
|||
Selling, general and administrative (see Note 3)
|
434
|
|
|
348
|
|
|
475
|
|
|||
Impairment losses
|
920
|
|
|
813
|
|
|
339
|
|
|||
Total costs and expenses
|
26,657
|
|
|
20,066
|
|
|
32,065
|
|
|||
OPERATING INCOME
|
2,397
|
|
|
1,761
|
|
|
2,227
|
|
|||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
||||||
Interest expense, net
|
(1,365
|
)
|
|
(1,317
|
)
|
|
(1,291
|
)
|
|||
Equity in earnings from unconsolidated affiliates
|
156
|
|
|
59
|
|
|
469
|
|
|||
Impairment of investments in unconsolidated affiliates
|
(313
|
)
|
|
(308
|
)
|
|
—
|
|
|||
Gains on acquisitions
|
—
|
|
|
83
|
|
|
—
|
|
|||
Losses on extinguishments of debt
|
(42
|
)
|
|
—
|
|
|
(43
|
)
|
|||
Losses on interest rate derivatives
|
(37
|
)
|
|
(12
|
)
|
|
(18
|
)
|
|||
Other, net
|
209
|
|
|
131
|
|
|
22
|
|
|||
INCOME BEFORE INCOME TAX BENEFIT
|
1,005
|
|
|
397
|
|
|
1,366
|
|
|||
Income tax benefit
|
(1,496
|
)
|
|
(186
|
)
|
|
(123
|
)
|
|||
NET INCOME
|
2,501
|
|
|
583
|
|
|
1,489
|
|
|||
Less: Net income attributable to noncontrolling interest
|
420
|
|
|
295
|
|
|
134
|
|
|||
Less: Net loss attributable to predecessor
|
—
|
|
|
—
|
|
|
(34
|
)
|
|||
NET INCOME ATTRIBUTABLE TO PARTNERS
|
2,081
|
|
|
288
|
|
|
1,389
|
|
|||
General Partner’s interest in net income
|
990
|
|
|
948
|
|
|
1,064
|
|
|||
Preferred Unitholders’ interest in net income
|
12
|
|
|
—
|
|
|
—
|
|
|||
Class H Unitholder’s interest in net income
|
93
|
|
|
351
|
|
|
258
|
|
|||
Class I Unitholder’s interest in net income
|
—
|
|
|
8
|
|
|
94
|
|
|||
Common Unitholders’ interest in net income (loss)
|
$
|
986
|
|
|
$
|
(1,019
|
)
|
|
$
|
(27
|
)
|
NET INCOME (LOSS) PER COMMON UNIT:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.94
|
|
|
$
|
(1.38
|
)
|
|
$
|
(0.07
|
)
|
Diluted
|
$
|
0.93
|
|
|
$
|
(1.38
|
)
|
|
$
|
(0.08
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016*
|
|
2015*
|
||||||
Net income
|
$
|
2,501
|
|
|
$
|
583
|
|
|
$
|
1,489
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Change in value of available-for-sale securities
|
6
|
|
|
2
|
|
|
(3
|
)
|
|||
Actuarial gain (loss) relating to pension and other postretirement benefits
|
(12
|
)
|
|
(1
|
)
|
|
65
|
|
|||
Foreign currency translation adjustment
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Change in other comprehensive income (loss) from unconsolidated affiliates
|
1
|
|
|
4
|
|
|
(1
|
)
|
|||
|
(5
|
)
|
|
4
|
|
|
60
|
|
|||
Comprehensive income
|
2,496
|
|
|
587
|
|
|
1,549
|
|
|||
Less: Comprehensive income attributable to noncontrolling interest
|
420
|
|
|
295
|
|
|
134
|
|
|||
Less: Comprehensive loss attributable to predecessor
|
—
|
|
|
—
|
|
|
(34
|
)
|
|||
Comprehensive income attributable to partners
|
$
|
2,076
|
|
|
$
|
292
|
|
|
$
|
1,449
|
|
|
|
|
|
|
Limited Partners
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Series A Preferred Units
|
|
Series B Preferred Units
|
|
Common Unit holders
|
|
Class H Units
|
|
Class I Units
|
|
General
Partner |
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Non-controlling
Interest
|
|
Predecessor Equity
|
|
Total
|
||||||||||||||||||||
Balance, December 31, 2014*
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,427
|
|
|
$
|
1,512
|
|
|
$
|
—
|
|
|
$
|
184
|
|
|
$
|
(56
|
)
|
|
$
|
5,143
|
|
|
$
|
8,088
|
|
|
$
|
25,298
|
|
Distributions to partners
|
—
|
|
|
—
|
|
|
(1,863
|
)
|
|
(247
|
)
|
|
(80
|
)
|
|
(944
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,134
|
)
|
||||||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(338
|
)
|
|
—
|
|
|
(338
|
)
|
||||||||||
Units issued for cash
|
—
|
|
|
—
|
|
|
1,428
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,428
|
|
||||||||||
Subsidiary units issued for cash
|
—
|
|
|
—
|
|
|
298
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1,219
|
|
|
—
|
|
|
1,519
|
|
||||||||||
Capital contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
875
|
|
|
—
|
|
|
875
|
|
||||||||||
Bakken Pipeline Transaction
|
—
|
|
|
—
|
|
|
(999
|
)
|
|
1,946
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
1,019
|
|
||||||||||
Sunoco LP Exchange Transaction
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(940
|
)
|
|
—
|
|
|
(992
|
)
|
||||||||||
Susser Exchange Transaction
|
—
|
|
|
—
|
|
|
(68
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
||||||||||
Acquisition and disposition of noncontrolling interest
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(65
|
)
|
||||||||||
Predecessor distributions to partners
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(202
|
)
|
|
(202
|
)
|
||||||||||
Predecessor units issued for cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
34
|
|
||||||||||
Regency Merger
|
—
|
|
|
—
|
|
|
7,890
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,890
|
)
|
|
—
|
|
||||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
60
|
|
||||||||||
Other, net
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
4
|
|
|
63
|
|
||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
258
|
|
|
94
|
|
|
1,064
|
|
|
—
|
|
|
134
|
|
|
(34
|
)
|
|
1,489
|
|
||||||||||
Balance, December 31, 2015*
|
—
|
|
|
—
|
|
|
17,031
|
|
|
3,469
|
|
|
14
|
|
|
306
|
|
|
4
|
|
|
6,162
|
|
|
—
|
|
|
26,986
|
|
||||||||||
Distributions to partners
|
—
|
|
|
—
|
|
|
(2,134
|
)
|
|
(340
|
)
|
|
(20
|
)
|
|
(1,048
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,542
|
)
|
||||||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(481
|
)
|
|
—
|
|
|
(481
|
)
|
||||||||||
Units issued for cash
|
—
|
|
|
—
|
|
|
1,098
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,098
|
|
||||||||||
Subsidiary units issued
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,351
|
|
|
—
|
|
|
1,388
|
|
Capital contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
236
|
|
|
—
|
|
|
236
|
|
||||||||||
Sunoco, Inc. retail business to Sunoco LP transaction
|
—
|
|
|
—
|
|
|
(405
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(405
|
)
|
||||||||||
PennTex Acquisition
|
—
|
|
|
—
|
|
|
307
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
236
|
|
|
—
|
|
|
543
|
|
||||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||||||
Other, net
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
31
|
|
||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
(1,019
|
)
|
|
351
|
|
|
8
|
|
|
948
|
|
|
—
|
|
|
295
|
|
|
—
|
|
|
583
|
|
||||||||||
Balance, December 31, 2016*
|
—
|
|
|
—
|
|
|
14,925
|
|
|
3,480
|
|
|
2
|
|
|
206
|
|
|
8
|
|
|
7,820
|
|
|
—
|
|
|
26,441
|
|
||||||||||
Distributions to partners
|
—
|
|
|
—
|
|
|
(2,419
|
)
|
|
(95
|
)
|
|
(2
|
)
|
|
(952
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,468
|
)
|
||||||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(430
|
)
|
|
—
|
|
|
(430
|
)
|
||||||||||
Units issued for cash
|
937
|
|
|
542
|
|
|
2,283
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,762
|
|
||||||||||
Sunoco Logistics Merger
|
—
|
|
|
—
|
|
|
9,416
|
|
|
(3,478
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,938
|
)
|
|
—
|
|
|
—
|
|
||||||||||
Capital contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,202
|
|
|
—
|
|
|
2,202
|
|
||||||||||
Sale of Bakken Pipeline interest
|
—
|
|
|
—
|
|
|
1,260
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
740
|
|
|
—
|
|
|
2,000
|
|
||||||||||
Sale of Rover Pipeline interest
|
—
|
|
|
—
|
|
|
93
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,385
|
|
|
—
|
|
|
1,478
|
|
||||||||||
Acquisition of PennTex noncontrolling interest
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(232
|
)
|
|
—
|
|
|
(280
|
)
|
||||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||||||
Other, net
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
|
—
|
|
|
(50
|
)
|
||||||||||
Net income
|
7
|
|
|
5
|
|
|
986
|
|
|
93
|
|
|
—
|
|
|
990
|
|
|
—
|
|
|
420
|
|
|
—
|
|
|
2,501
|
|
||||||||||
Balance, December 31, 2017
|
$
|
944
|
|
|
$
|
547
|
|
|
$
|
26,531
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
244
|
|
|
$
|
3
|
|
|
$
|
5,882
|
|
|
$
|
—
|
|
|
$
|
34,151
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016*
|
|
2015*
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
2,501
|
|
|
$
|
583
|
|
|
$
|
1,489
|
|
Reconciliation of net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization
|
2,332
|
|
|
1,986
|
|
|
1,929
|
|
|||
Deferred income taxes
|
(1,531
|
)
|
|
(169
|
)
|
|
202
|
|
|||
Amortization included in interest expense
|
2
|
|
|
(20
|
)
|
|
(36
|
)
|
|||
Inventory valuation adjustments
|
—
|
|
|
—
|
|
|
(58
|
)
|
|||
Unit-based compensation expense
|
74
|
|
|
80
|
|
|
79
|
|
|||
Impairment losses
|
920
|
|
|
813
|
|
|
339
|
|
|||
Gains on acquisitions
|
—
|
|
|
(83
|
)
|
|
—
|
|
|||
Losses on extinguishments of debt
|
42
|
|
|
—
|
|
|
43
|
|
|||
Impairment of investments in unconsolidated affiliates
|
313
|
|
|
308
|
|
|
—
|
|
|||
Distributions on unvested awards
|
(31
|
)
|
|
(25
|
)
|
|
(16
|
)
|
|||
Equity in earnings of unconsolidated affiliates
|
(156
|
)
|
|
(59
|
)
|
|
(469
|
)
|
|||
Distributions from unconsolidated affiliates
|
440
|
|
|
406
|
|
|
440
|
|
|||
Other non-cash
|
(261
|
)
|
|
(271
|
)
|
|
(22
|
)
|
|||
Net change in operating assets and liabilities, net of effects of acquisitions and deconsolidations
|
(160
|
)
|
|
(246
|
)
|
|
(1,173
|
)
|
|||
Net cash provided by operating activities
|
4,485
|
|
|
3,303
|
|
|
2,747
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Cash proceeds from sale of Bakken Pipeline interest
|
2,000
|
|
|
—
|
|
|
—
|
|
|||
Cash proceeds from sale of Rover Pipeline interest
|
1,478
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from the Sunoco, Inc. retail business to Sunoco LP transaction
|
—
|
|
|
2,200
|
|
|
—
|
|
|||
Proceeds from Bakken Pipeline Transaction
|
—
|
|
|
—
|
|
|
980
|
|
|||
Proceeds from Susser Exchange Transaction
|
—
|
|
|
—
|
|
|
967
|
|
|||
Proceeds from sale of noncontrolling interest
|
—
|
|
|
—
|
|
|
64
|
|
|||
Cash paid for acquisition of PennTex noncontrolling interest
|
(280
|
)
|
|
—
|
|
|
—
|
|
|||
Cash paid for Vitol Acquisition, net of cash received
|
—
|
|
|
(769
|
)
|
|
—
|
|
|||
Cash paid for PennTex Acquisition, net of cash received
|
—
|
|
|
(299
|
)
|
|
—
|
|
|||
Cash transferred to ETE in connection with the Sunoco LP Exchange
|
—
|
|
|
—
|
|
|
(114
|
)
|
|||
Cash paid for acquisition of a noncontrolling interest
|
—
|
|
|
—
|
|
|
(129
|
)
|
|||
Cash paid for all other acquisitions
|
(264
|
)
|
|
(159
|
)
|
|
(675
|
)
|
|||
Capital expenditures, excluding allowance for equity funds used during construction
|
(8,335
|
)
|
|
(7,550
|
)
|
|
(9,098
|
)
|
|||
Contributions in aid of construction costs
|
24
|
|
|
71
|
|
|
80
|
|
|||
Contributions to unconsolidated affiliates
|
(268
|
)
|
|
(59
|
)
|
|
(45
|
)
|
|||
Distributions from unconsolidated affiliates in excess of cumulative earnings
|
136
|
|
|
135
|
|
|
124
|
|
|||
Proceeds from the sale of assets
|
35
|
|
|
25
|
|
|
23
|
|
|||
Change in restricted cash
|
—
|
|
|
14
|
|
|
19
|
|
|||
Other
|
1
|
|
|
1
|
|
|
(16
|
)
|
|||
Net cash used in investing activities
|
(5,473
|
)
|
|
(6,390
|
)
|
|
(7,820
|
)
|
|||
|
|
|
|
|
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from borrowings
|
26,736
|
|
|
19,916
|
|
|
22,462
|
|
|||
Repayments of long-term debt
|
(26,494
|
)
|
|
(15,799
|
)
|
|
(17,843
|
)
|
|||
Cash (paid to) received from affiliate notes
|
(255
|
)
|
|
124
|
|
|
233
|
|
|||
Common Units issued for cash
|
2,283
|
|
|
1,098
|
|
|
1,428
|
|
|||
Preferred Units issued for cash
|
1,479
|
|
|
—
|
|
|
—
|
|
|||
Subsidiary units issued for cash
|
—
|
|
|
1,388
|
|
|
1,519
|
|
|||
Predecessor units issued for cash
|
—
|
|
|
—
|
|
|
34
|
|
|||
Capital contributions from noncontrolling interest
|
1,214
|
|
|
236
|
|
|
841
|
|
|||
Distributions to partners
|
(3,468
|
)
|
|
(3,542
|
)
|
|
(3,134
|
)
|
|||
Predecessor distributions to partners
|
—
|
|
|
—
|
|
|
(202
|
)
|
|||
Distributions to noncontrolling interest
|
(430
|
)
|
|
(481
|
)
|
|
(338
|
)
|
|||
Redemption of Legacy ETP Preferred Units
|
(53
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
(83
|
)
|
|
(22
|
)
|
|
(63
|
)
|
|||
Other
|
5
|
|
|
2
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
934
|
|
|
2,920
|
|
|
4,937
|
|
|||
Decrease in cash and cash equivalents
|
(54
|
)
|
|
(167
|
)
|
|
(136
|
)
|
|||
Cash and cash equivalents, beginning of period
|
360
|
|
|
527
|
|
|
663
|
|
|||
Cash and cash equivalents, end of period
|
$
|
306
|
|
|
$
|
360
|
|
|
$
|
527
|
|
1.
|
OPERATIONS AND BASIS OF PRESENTATION:
|
•
|
References to “ETLP” refer to 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.
|
2.
|
ESTIMATES, SIGNIFICANT ACCOUNTING POLICIES AND BALANCE SHEET DETAIL:
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||
|
As Originally Reported*
|
|
Effect of Change
|
|
As Adjusted
|
|
As Originally Reported*
|
|
Effect of Change
|
|
As Adjusted
|
||||||||||||
Consolidated Statement of Operations and Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of products sold
|
$
|
15,039
|
|
|
$
|
41
|
|
|
$
|
15,080
|
|
|
$
|
26,682
|
|
|
$
|
32
|
|
|
$
|
26,714
|
|
Operating income
|
1,802
|
|
|
(41
|
)
|
|
1,761
|
|
|
2,259
|
|
|
(32
|
)
|
|
2,227
|
|
||||||
Income before income tax benefit
|
438
|
|
|
(41
|
)
|
|
397
|
|
|
1,398
|
|
|
(32
|
)
|
|
1,366
|
|
||||||
Net income
|
624
|
|
|
(41
|
)
|
|
583
|
|
|
1,521
|
|
|
(32
|
)
|
|
1,489
|
|
||||||
Net income attributable to partners
|
297
|
|
|
(9
|
)
|
|
288
|
|
|
1,398
|
|
|
(9
|
)
|
|
1,389
|
|
||||||
Net loss per common unit - basic
|
(1.37
|
)
|
|
(0.01
|
)
|
|
(1.38
|
)
|
|
(0.06
|
)
|
|
(0.01
|
)
|
|
(0.07
|
)
|
||||||
Net loss per common unit - diluted
|
(1.37
|
)
|
|
(0.01
|
)
|
|
(1.38
|
)
|
|
(0.07
|
)
|
|
(0.01
|
)
|
|
(0.08
|
)
|
||||||
Comprehensive income
|
628
|
|
|
(41
|
)
|
|
587
|
|
|
1,581
|
|
|
(32
|
)
|
|
1,549
|
|
||||||
Comprehensive income attributable to partners
|
301
|
|
|
(9
|
)
|
|
292
|
|
|
1,458
|
|
|
(9
|
)
|
|
1,449
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated Statements of Cash Flows:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
624
|
|
|
(41
|
)
|
|
583
|
|
|
1,521
|
|
|
(32
|
)
|
|
1,489
|
|
||||||
Net change in operating assets and liabilities (change in inventories)
|
(117
|
)
|
|
(129
|
)
|
|
(246
|
)
|
|
(1,367
|
)
|
|
194
|
|
|
(1,173
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated Balance Sheets (at period end):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Inventories
|
1,712
|
|
|
(86
|
)
|
|
1,626
|
|
|
1,213
|
|
|
(45
|
)
|
|
1,168
|
|
||||||
Total partners' capital
|
18,642
|
|
|
(21
|
)
|
|
18,621
|
|
|
20,836
|
|
|
(12
|
)
|
|
20,824
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Accounts receivable
|
$
|
(950
|
)
|
|
$
|
(919
|
)
|
|
$
|
819
|
|
Accounts receivable from related companies
|
67
|
|
|
30
|
|
|
(243
|
)
|
|||
Inventories
|
37
|
|
|
(497
|
)
|
|
(157
|
)
|
|||
Other current assets
|
39
|
|
|
83
|
|
|
(178
|
)
|
|||
Other non-current assets, net
|
(94
|
)
|
|
(78
|
)
|
|
188
|
|
|||
Accounts payable
|
758
|
|
|
972
|
|
|
(1,215
|
)
|
|||
Accounts payable to related companies
|
(3
|
)
|
|
29
|
|
|
(160
|
)
|
|||
Accrued and other current liabilities
|
(47
|
)
|
|
39
|
|
|
(83
|
)
|
|||
Other non-current liabilities
|
24
|
|
|
33
|
|
|
(219
|
)
|
|||
Price risk management assets and liabilities, net
|
9
|
|
|
62
|
|
|
75
|
|
|||
Net change in operating assets and liabilities, net of effects of acquisitions and deconsolidations
|
$
|
(160
|
)
|
|
$
|
(246
|
)
|
|
$
|
(1,173
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Accrued capital expenditures
|
$
|
1,059
|
|
|
$
|
822
|
|
|
$
|
896
|
|
Sunoco LP limited partner interest received in exchange for contribution of the Sunoco, Inc. retail business to Sunoco LP
|
—
|
|
|
194
|
|
|
—
|
|
|||
Net gains from subsidiary common unit transactions
|
—
|
|
|
37
|
|
|
300
|
|
|||
NON-CASH FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Issuance of Common Units in connection with the PennTex Acquisition
|
$
|
—
|
|
|
$
|
307
|
|
|
$
|
—
|
|
Issuance of Common Units in connection with the Regency Merger
|
—
|
|
|
—
|
|
|
9,250
|
|
|||
Issuance of Class H Units in connection with the Bakken Pipeline Transaction
|
—
|
|
|
—
|
|
|
1,946
|
|
|||
Contribution of assets from noncontrolling interest
|
988
|
|
|
—
|
|
|
34
|
|
|||
Redemption of Common Units in connection with the Bakken Pipeline Transaction
|
—
|
|
|
—
|
|
|
999
|
|
|||
Redemption of Common Units in connection with the Sunoco LP Exchange
|
—
|
|
|
—
|
|
|
52
|
|
|||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Cash paid for interest, net of interest capitalized
|
$
|
1,329
|
|
|
$
|
1,411
|
|
|
$
|
1,467
|
|
Cash paid for (refund of) income taxes
|
50
|
|
|
(229
|
)
|
|
71
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Natural gas, NGLs, and refined products
|
$
|
733
|
|
|
$
|
758
|
|
Crude oil
|
551
|
|
|
651
|
|
||
Spare parts and other
|
305
|
|
|
217
|
|
||
Total inventories
|
$
|
1,589
|
|
|
$
|
1,626
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deposits paid to vendors
|
$
|
64
|
|
|
$
|
74
|
|
Prepaid expenses and other
|
146
|
|
|
224
|
|
||
Total other current assets
|
$
|
210
|
|
|
$
|
298
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Land and improvements
|
$
|
1,706
|
|
|
$
|
676
|
|
Buildings and improvements (1 to 45 years)
|
1,960
|
|
|
1,617
|
|
||
Pipelines and equipment (5 to 83 years)
|
44,050
|
|
|
36,356
|
|
||
Natural gas and NGL storage facilities (5 to 46 years)
|
1,681
|
|
|
1,452
|
|
||
Bulk storage, equipment and facilities (2 to 83 years)
|
3,036
|
|
|
3,701
|
|
||
Vehicles (1 to 25 years)
|
124
|
|
|
217
|
|
||
Right of way (20 to 83 years)
|
3,424
|
|
|
3,349
|
|
||
Natural resources
|
434
|
|
|
434
|
|
||
Other (1 to 40 years)
|
534
|
|
|
484
|
|
||
Construction work-in-process
|
10,750
|
|
|
9,934
|
|
||
|
67,699
|
|
|
58,220
|
|
||
Less – Accumulated depreciation and depletion
|
(9,262
|
)
|
|
(7,303
|
)
|
||
Property, plant and equipment, net
|
$
|
58,437
|
|
|
$
|
50,917
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Depreciation and depletion expense
|
$
|
2,060
|
|
|
$
|
1,793
|
|
|
$
|
1,713
|
|
Capitalized interest
|
283
|
|
|
199
|
|
|
163
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Regulatory assets
|
$
|
85
|
|
|
$
|
86
|
|
Deferred charges
|
210
|
|
|
217
|
|
||
Restricted funds
|
192
|
|
|
190
|
|
||
Long-term affiliated receivable
|
85
|
|
|
90
|
|
||
Other
|
186
|
|
|
89
|
|
||
Total other non-current assets, net
|
$
|
758
|
|
|
$
|
672
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
||||||||
Customer relationships, contracts and agreements (3 to 46 years)
|
$
|
6,250
|
|
|
$
|
(1,003
|
)
|
|
$
|
5,362
|
|
|
$
|
(737
|
)
|
Patents (10 years)
|
48
|
|
|
(26
|
)
|
|
48
|
|
|
(21
|
)
|
||||
Trade Names (20 years)
|
66
|
|
|
(25
|
)
|
|
66
|
|
|
(22
|
)
|
||||
Other (5 to 20 years)
|
1
|
|
|
—
|
|
|
2
|
|
|
(2
|
)
|
||||
Total intangible assets
|
$
|
6,365
|
|
|
$
|
(1,054
|
)
|
|
$
|
5,478
|
|
|
$
|
(782
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Reported in depreciation, depletion and amortization
|
$
|
272
|
|
|
$
|
193
|
|
|
$
|
216
|
|
|
Intrastate
Transportation and Storage |
|
Interstate
Transportation and Storage |
|
Midstream
|
|
NGL and Refined Products Transportation and Services
|
|
Crude Oil Transportation and Services
|
|
All Other
|
|
Total
|
||||||||||||||
Balance, December 31, 2015
|
$
|
10
|
|
|
$
|
912
|
|
|
$
|
718
|
|
|
$
|
772
|
|
|
$
|
912
|
|
|
$
|
2,104
|
|
|
$
|
5,428
|
|
Reduction due to contribution of legacy Sunoco, Inc. retail business
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,289
|
)
|
|
(1,289
|
)
|
|||||||
Acquired
|
—
|
|
|
—
|
|
|
177
|
|
|
—
|
|
|
251
|
|
|
—
|
|
|
428
|
|
|||||||
Impaired
|
—
|
|
|
(638
|
)
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(670
|
)
|
|||||||
Balance, December 31, 2016
|
10
|
|
|
274
|
|
|
863
|
|
|
772
|
|
|
1,163
|
|
|
815
|
|
|
3,897
|
|
|||||||
Acquired
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
12
|
|
|||||||
Impaired
|
—
|
|
|
(262
|
)
|
|
—
|
|
|
(79
|
)
|
|
—
|
|
|
(452
|
)
|
|
(793
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Balance, December 31, 2017
|
$
|
10
|
|
|
$
|
12
|
|
|
$
|
870
|
|
|
$
|
693
|
|
|
$
|
1,167
|
|
|
$
|
363
|
|
|
$
|
3,115
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Interest payable
|
$
|
443
|
|
|
$
|
440
|
|
Customer advances and deposits
|
59
|
|
|
56
|
|
||
Accrued capital expenditures
|
1,006
|
|
|
749
|
|
||
Accrued wages and benefits
|
208
|
|
|
212
|
|
||
Taxes payable other than income taxes
|
108
|
|
|
63
|
|
||
Exchanges payable
|
154
|
|
|
208
|
|
||
Other
|
165
|
|
|
177
|
|
||
Total accrued and other current liabilities
|
$
|
2,143
|
|
|
$
|
1,905
|
|
|
Fair Value Total
|
|
Fair Value Measurements at December 31, 2017
|
||||||||
|
Level 1
|
|
Level 2
|
||||||||
Assets:
|
|
|
|
|
|
||||||
Commodity derivatives:
|
|
|
|
|
|
||||||
Natural Gas:
|
|
|
|
|
|
||||||
Basis Swaps IFERC/NYMEX
|
$
|
11
|
|
|
$
|
11
|
|
|
$
|
—
|
|
Swing Swaps IFERC
|
13
|
|
|
—
|
|
|
13
|
|
|||
Fixed Swaps/Futures
|
70
|
|
|
70
|
|
|
—
|
|
|||
Forward Physical Swaps
|
8
|
|
|
—
|
|
|
8
|
|
|||
Power:
|
|
|
|
|
|
||||||
Forwards
|
23
|
|
|
—
|
|
|
23
|
|
|||
Natural Gas Liquids – Forwards/Swaps
|
193
|
|
|
193
|
|
|
—
|
|
|||
Crude – Futures
|
2
|
|
|
2
|
|
|
—
|
|
|||
Total commodity derivatives
|
320
|
|
|
276
|
|
|
44
|
|
|||
Other non-current assets
|
21
|
|
|
14
|
|
|
7
|
|
|||
Total assets
|
$
|
341
|
|
|
$
|
290
|
|
|
$
|
51
|
|
Liabilities:
|
|
|
|
|
|
||||||
Interest rate derivatives
|
$
|
(219
|
)
|
|
$
|
—
|
|
|
$
|
(219
|
)
|
Commodity derivatives:
|
|
|
|
|
|
||||||
Natural Gas:
|
|
|
|
|
|
||||||
Basis Swaps IFERC/NYMEX
|
(24
|
)
|
|
(24
|
)
|
|
—
|
|
|||
Swing Swaps IFERC
|
(15
|
)
|
|
(1
|
)
|
|
(14
|
)
|
|||
Fixed Swaps/Futures
|
(57
|
)
|
|
(57
|
)
|
|
—
|
|
|||
Forward Physical Swaps
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Power – Forwards
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
|||
Natural Gas Liquids – Forwards/Swaps
|
(192
|
)
|
|
(192
|
)
|
|
—
|
|
|||
Refined Products – Futures
|
(25
|
)
|
|
(25
|
)
|
|
—
|
|
|||
Crude – Futures
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Total commodity derivatives
|
(338
|
)
|
|
(300
|
)
|
|
(38
|
)
|
|||
Total liabilities
|
$
|
(557
|
)
|
|
$
|
(300
|
)
|
|
$
|
(257
|
)
|
|
Fair Value Total
|
|
Fair Value Measurements at December 31, 2016
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives:
|
|
|
|
|
|
|
|
||||||||
Natural Gas:
|
|
|
|
|
|
|
|
||||||||
Basis Swaps IFERC/NYMEX
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Swing Swaps IFERC
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Fixed Swaps/Futures
|
96
|
|
|
96
|
|
|
—
|
|
|
—
|
|
||||
Forward Physical Swaps
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Power:
|
|
|
|
|
|
|
|
||||||||
Forwards
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Futures
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Options – Calls
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Natural Gas Liquids – Forwards/Swaps
|
233
|
|
|
233
|
|
|
—
|
|
|
—
|
|
||||
Refined Products – Futures
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Crude – Futures
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||
Total commodity derivatives
|
362
|
|
|
355
|
|
|
7
|
|
|
—
|
|
||||
Other non-current assets
|
13
|
|
|
8
|
|
|
5
|
|
|
—
|
|
||||
Total assets
|
$
|
375
|
|
|
$
|
363
|
|
|
$
|
12
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives
|
$
|
(193
|
)
|
|
$
|
—
|
|
|
$
|
(193
|
)
|
|
$
|
—
|
|
Embedded derivatives in the Legacy ETP Preferred Units
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Commodity derivatives:
|
|
|
|
|
|
|
|
||||||||
Natural Gas:
|
|
|
|
|
|
|
|
||||||||
Basis Swaps IFERC/NYMEX
|
(11
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
||||
Swing Swaps IFERC
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||
Fixed Swaps/Futures
|
(149
|
)
|
|
(149
|
)
|
|
—
|
|
|
—
|
|
||||
Power:
|
|
|
|
|
|
|
|
||||||||
Forwards
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
||||
Futures
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Natural Gas Liquids – Forwards/Swaps
|
(273
|
)
|
|
(273
|
)
|
|
—
|
|
|
—
|
|
||||
Refined Products – Futures
|
(17
|
)
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
||||
Crude – Futures
|
(13
|
)
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
||||
Total commodity derivatives
|
(472
|
)
|
|
(464
|
)
|
|
(8
|
)
|
|
—
|
|
||||
Total liabilities
|
$
|
(666
|
)
|
|
$
|
(464
|
)
|
|
$
|
(201
|
)
|
|
$
|
(1
|
)
|
3.
|
ACQUISITIONS, DIVESTITURES AND RELATED TRANSACTIONS:
|
|
|
At November 1, 2016
|
||
Total current assets
|
|
$
|
34
|
|
Property, plant and equipment
|
|
393
|
|
|
Goodwill
(1)
|
|
177
|
|
|
Intangible assets
|
|
446
|
|
|
|
|
1,050
|
|
|
|
|
|
||
Total current liabilities
|
|
6
|
|
|
Long-term debt, less current maturities
|
|
164
|
|
|
Other non-current liabilities
|
|
17
|
|
|
Noncontrolling interest
|
|
236
|
|
|
|
|
423
|
|
|
Total consideration
|
|
627
|
|
|
Cash received
|
|
21
|
|
|
Total consideration, net of cash received
|
|
$
|
606
|
|
(1)
|
None
of the goodwill is expected to be deductible for tax purposes.
|
|
Year Ended December 31, 2015
|
||
Revenues
|
$
|
12,482
|
|
Cost of products sold
|
11,174
|
|
|
Operating expenses
|
798
|
|
|
Selling, general and administrative expenses
|
106
|
|
4.
|
ADVANCES TO AND INVESTMENTS IN UNCONSOLIDATED AFFILIATES:
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Citrus
|
$
|
144
|
|
|
$
|
102
|
|
|
$
|
97
|
|
FEP
|
53
|
|
|
51
|
|
|
55
|
|
|||
MEP
|
38
|
|
|
40
|
|
|
45
|
|
|||
HPC
(1)
|
(168
|
)
|
|
31
|
|
|
32
|
|
|||
Sunoco, LLC
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||
Sunoco LP
(2)
|
12
|
|
|
(211
|
)
|
|
202
|
|
|||
Other
|
77
|
|
|
46
|
|
|
48
|
|
|||
Total equity in earnings of unconsolidated affiliates
|
156
|
|
|
59
|
|
|
469
|
|
(1)
|
For the year ended
December 31, 2017
, equity in earnings (losses) of unconsolidated affiliates includes the impact of non-cash impairments recorded by HPC, which reduced the Partnership’s equity in earnings by
$185 million
.
|
(2)
|
For the years ended
December 31, 2017
and
2016
, equity in earnings (losses) of unconsolidated affiliates includes the impact of non-cash impairments recorded by Sunoco LP, which reduced the Partnership’s equity in earnings by
$176 million
and
$277 million
, respectively.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Current assets
|
$
|
4,750
|
|
|
$
|
1,532
|
|
Property, plant and equipment, net
|
9,893
|
|
|
10,310
|
|
||
Other assets
|
2,286
|
|
|
5,980
|
|
||
Total assets
|
$
|
16,929
|
|
|
$
|
17,822
|
|
|
|
|
|
||||
Current liabilities
|
$
|
2,075
|
|
|
$
|
1,918
|
|
Non-current liabilities
|
9,375
|
|
|
10,343
|
|
||
Equity
|
5,479
|
|
|
5,561
|
|
||
Total liabilities and equity
|
$
|
16,929
|
|
|
$
|
17,822
|
|
5.
|
NET INCOME (LOSS) PER LIMITED PARTNER UNIT:
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
2,501
|
|
|
$
|
583
|
|
|
$
|
1,489
|
|
Less: Income attributable to noncontrolling interest
|
420
|
|
|
295
|
|
|
134
|
|
|||
Less: Loss attributable to predecessor
|
—
|
|
|
—
|
|
|
(34
|
)
|
|||
Net income, net of noncontrolling interest
|
2,081
|
|
|
288
|
|
|
1,389
|
|
|||
General Partner’s interest in net income
|
990
|
|
|
948
|
|
|
1,064
|
|
|||
Preferred Unitholders’ interest in net income
|
12
|
|
|
—
|
|
|
—
|
|
|||
Class H Unitholder’s interest in net income
|
93
|
|
|
351
|
|
|
258
|
|
|||
Class I Unitholder’s interest in net income
|
—
|
|
|
8
|
|
|
94
|
|
|||
Common Unitholders’ interest in net income (loss)
|
986
|
|
|
(1,019
|
)
|
|
(27
|
)
|
|||
Additional earnings allocated from (to) General Partner
|
9
|
|
|
(10
|
)
|
|
(5
|
)
|
|||
Distributions on employee unit awards, net of allocation to General Partner
|
(27
|
)
|
|
(19
|
)
|
|
(16
|
)
|
|||
Net income (loss) available to Common Unitholders
|
$
|
968
|
|
|
$
|
(1,048
|
)
|
|
$
|
(48
|
)
|
Weighted average Common Units – basic
|
1,032.7
|
|
|
758.2
|
|
|
649.2
|
|
|||
Basic net income (loss) per Common Unit
|
$
|
0.94
|
|
|
$
|
(1.38
|
)
|
|
$
|
(0.07
|
)
|
|
|
|
|
|
|
||||||
Income (loss) available to Common Unitholders
|
$
|
968
|
|
|
$
|
(1,048
|
)
|
|
$
|
(48
|
)
|
Loss attributable to Legacy ETP Preferred Units
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||
Diluted income (loss) available to Common Unitholders
|
$
|
968
|
|
|
$
|
(1,048
|
)
|
|
$
|
(54
|
)
|
Weighted average Common Units – basic
|
1,032.7
|
|
|
758.2
|
|
|
649.2
|
|
|||
Dilutive effect of unvested Unit Awards
|
5.1
|
|
|
—
|
|
|
—
|
|
|||
Dilutive effect of Legacy ETP Preferred Units
|
—
|
|
|
—
|
|
|
1.0
|
|
|||
Weighted average Common Units – diluted
|
1,037.8
|
|
|
758.2
|
|
|
650.2
|
|
|||
Diluted income (loss) per Common Unit
|
$
|
0.93
|
|
|
$
|
(1.38
|
)
|
|
$
|
(0.08
|
)
|
6.
|
DEBT OBLIGATIONS:
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
ETP Debt
|
|
|
|
||||
6.125% Senior Notes due February 15, 2017
|
$
|
—
|
|
|
$
|
400
|
|
2.50% Senior Notes due June 15, 2018 (1)
|
650
|
|
|
650
|
|
||
6.70% Senior Notes due July 1, 2018 (1)
|
600
|
|
|
600
|
|
||
9.70% Senior Notes due March 15, 2019
|
400
|
|
|
400
|
|
||
9.00% Senior Notes due April 15, 2019
|
450
|
|
|
450
|
|
||
5.50% Senior Notes due February 15, 2020
|
250
|
|
|
250
|
|
||
5.75% Senior Notes due September 1, 2020
|
400
|
|
|
400
|
|
4.15% Senior Notes due October 1, 2020
|
1,050
|
|
|
1,050
|
|
||
4.40% Senior Notes due April 1, 2021
|
600
|
|
|
600
|
|
||
6.50% Senior Notes due July 15, 2021
|
—
|
|
|
500
|
|
||
4.65% Senior Notes due June 1, 2021
|
800
|
|
|
800
|
|
||
5.20% Senior Notes due February 1, 2022
|
1,000
|
|
|
1,000
|
|
||
4.65% Senior Notes due February 15, 2022
|
300
|
|
|
300
|
|
||
5.875% Senior Notes due March 1, 2022
|
900
|
|
|
900
|
|
||
5.00% Senior Notes due October 1, 2022
|
700
|
|
|
700
|
|
||
3.45% Senior Notes due January 15, 2023
|
350
|
|
|
350
|
|
||
3.60% Senior Notes due February 1, 2023
|
800
|
|
|
800
|
|
||
5.50% Senior Notes due April 15, 2023
|
—
|
|
|
700
|
|
||
4.50% Senior Notes due November 1, 2023
|
600
|
|
|
600
|
|
||
4.90% Senior Notes due February 1, 2024
|
350
|
|
|
350
|
|
||
7.60% Senior Notes due February 1, 2024
|
277
|
|
|
277
|
|
||
4.25% Senior Notes due April 1, 2024
|
500
|
|
|
500
|
|
||
9.00% Debentures due November 1, 2024
|
65
|
|
|
65
|
|
||
4.05% Senior Notes due March 15, 2025
|
1,000
|
|
|
1,000
|
|
||
5.95% Senior Notes due December 1, 2025
|
400
|
|
|
400
|
|
||
4.75% Senior Notes due January 15, 2026
|
1,000
|
|
|
1,000
|
|
||
3.90% Senior Notes due July 15, 2026
|
550
|
|
|
550
|
|
||
4.20% Senior Notes due April 15, 2027
|
600
|
|
|
—
|
|
||
4.00% Senior Notes due October 1, 2027
|
750
|
|
|
—
|
|
||
8.25% Senior Notes due November 15, 2029
|
267
|
|
|
267
|
|
||
4.90% Senior Notes due March 15, 2035
|
500
|
|
|
500
|
|
||
6.625% Senior Notes due October 15, 2036
|
400
|
|
|
400
|
|
||
7.50% Senior Notes due July 1, 2038
|
550
|
|
|
550
|
|
||
6.85% Senior Notes due February 15, 2040
|
250
|
|
|
250
|
|
||
6.05% Senior Notes due June 1, 2041
|
700
|
|
|
700
|
|
||
6.50% Senior Notes due February 1, 2042
|
1,000
|
|
|
1,000
|
|
||
6.10% Senior Notes due February 15, 2042
|
300
|
|
|
300
|
|
||
4.95% Senior Notes due January 15, 2043
|
350
|
|
|
350
|
|
||
5.15% Senior Notes due February 1, 2043
|
450
|
|
|
450
|
|
||
5.95% Senior Notes due October 1, 2043
|
450
|
|
|
450
|
|
||
5.30% Senior Notes due April 1, 2044
|
700
|
|
|
700
|
|
||
5.15% Senior Notes due March 15, 2045
|
1,000
|
|
|
1,000
|
|
||
5.35% Senior Notes due May 15, 2045
|
800
|
|
|
800
|
|
||
6.125% Senior Notes due December 15, 2045
|
1,000
|
|
|
1,000
|
|
||
5.30% Senior Notes due April 15, 2047
|
900
|
|
|
—
|
|
||
5.40% Senior Notes due October 1, 2047
|
1,500
|
|
|
—
|
|
||
Floating Rate Junior Subordinated Notes due November 1, 2066
|
546
|
|
|
546
|
|
||
ETP $4.0 billion Revolving Credit Facility due December 2022
|
2,292
|
|
|
—
|
|
||
ETP $1.0 billion 364-Day Credit Facility due November 2018 (2)
|
50
|
|
|
—
|
|
||
ETLP $3.75 billion Revolving Credit Facility due November 2019
|
—
|
|
|
2,777
|
|
||
Legacy Sunoco Logistics $2.50 billion Revolving Credit Facility due March 2020
|
—
|
|
|
1,292
|
|
||
Legacy Sunoco Logistics $1.0 billion 364-Day Credit Facility due December 2017
|
—
|
|
|
630
|
|
||
Unamortized premiums, discounts and fair value adjustments, net
|
33
|
|
|
66
|
|
||
Deferred debt issuance costs
|
(170
|
)
|
|
(166
|
)
|
||
|
29,210
|
|
|
29,454
|
|
||
Transwestern Debt
|
|
|
|
||||
5.64% Senior Notes due May 24, 2017
|
—
|
|
|
82
|
|
||
5.36% Senior Notes due December 9, 2020
|
175
|
|
|
175
|
|
||
5.89% Senior Notes due May 24, 2022
|
150
|
|
|
150
|
|
||
5.66% Senior Notes due December 9, 2024
|
175
|
|
|
175
|
|
||
6.16% Senior Notes due May 24, 2037
|
75
|
|
|
75
|
|
||
Deferred debt issuance costs
|
(1
|
)
|
|
(1
|
)
|
||
|
574
|
|
|
656
|
|
||
Panhandle Debt
|
|
|
|
||||
6.20% Senior Notes due November 1, 2017
|
—
|
|
|
300
|
|
7.00% Senior Notes due June 15, 2018
|
400
|
|
|
400
|
|
||
8.125% Senior Notes due June 1, 2019
|
150
|
|
|
150
|
|
||
7.60% Senior Notes due February 1, 2024
|
82
|
|
|
82
|
|
||
7.00% Senior Notes due July 15, 2029
|
66
|
|
|
66
|
|
||
8.25% Senior Notes due November 15, 2029
|
33
|
|
|
33
|
|
||
Floating Rate Junior Subordinated Notes due November 1, 2066
|
54
|
|
|
54
|
|
||
Unamortized premiums, discounts and fair value adjustments, net
|
28
|
|
|
50
|
|
||
|
813
|
|
|
1,135
|
|
||
Sunoco, Inc. Debt
|
|
|
|
||||
5.75% Senior Notes due January 15, 2017
|
—
|
|
|
400
|
|
||
|
|
|
|
||||
Bakken Project Debt
|
|
|
|
||||
Bakken Project $2.50 billion Credit Facility due August 2019
|
2,500
|
|
|
1,100
|
|
||
Deferred debt issuance costs
|
(8
|
)
|
|
(13
|
)
|
||
|
2,492
|
|
|
1,087
|
|
||
PennTex Debt
|
|
|
|
||||
PennTex $275 million Revolving Credit Facility due December 2019
|
—
|
|
|
168
|
|
||
|
|
|
|
||||
Other
|
5
|
|
|
30
|
|
||
|
33,094
|
|
|
32,930
|
|
||
Less: Current maturities of long-term debt
|
407
|
|
|
1,189
|
|
||
|
$
|
32,687
|
|
|
$
|
31,741
|
|
(1)
|
As of
December 31, 2017
management had the intent and ability to refinance the
$650 million
2.50%
senior notes due June 15, 2018 and the
$600 million
6.70%
senior notes due July 1, 2018, and therefore neither was classified as current.
|
(2)
|
Borrowings under 364-day credit facilities were classified as long-term debt based on the Partnership’s ability and intent to refinance such borrowings on a long-term basis.
|
2018
|
|
$
|
1,700
|
|
2019
|
|
3,500
|
|
|
2020
|
|
1,875
|
|
|
2021
|
|
1,400
|
|
|
2022
|
|
5,346
|
|
|
Thereafter
|
|
19,391
|
|
|
Total
|
|
$
|
33,212
|
|
•
|
incur indebtedness;
|
•
|
grant liens;
|
•
|
enter into mergers;
|
•
|
dispose of assets;
|
•
|
make certain investments;
|
•
|
make Distributions (as defined in the ETP Credit Facilities) during certain Defaults (as defined in the ETP Credit Facilities) and during any Event of Default (as defined in the ETP Credit Facilities);
|
•
|
engage in business substantially different in nature than the business currently conducted by the Partnership and its subsidiaries;
|
•
|
engage in transactions with affiliates; and
|
•
|
enter into restrictive agreements.
|
•
|
prohibition of certain incremental secured indebtedness;
|
•
|
prohibition of certain liens / negative pledge;
|
•
|
limitations on uses of loan proceeds;
|
•
|
limitations on asset sales and purchases;
|
•
|
limitations on permitted business activities;
|
•
|
limitations on mergers and acquisitions;
|
•
|
limitations on investments;
|
•
|
limitations on transactions with affiliates; and
|
•
|
maintenance of commercially reasonable insurance coverage.
|
7.
|
LEGACY ETP PREFERRED UNITS:
|
8.
|
EQUITY:
|
|
Years Ended December 31,
|
|||||||
|
2017
(1)
|
|
2016
(1)
|
|
2015
(1)
|
|||
Number of Common Units, beginning of period
|
794.8
|
|
|
758.5
|
|
|
533.4
|
|
Common Units redeemed in connection with certain transactions
|
—
|
|
|
(26.7
|
)
|
|
(77.8
|
)
|
Common Units issued in connection with public offerings
|
54.0
|
|
|
—
|
|
|
—
|
|
Common Units issued in connection with certain acquisitions
|
—
|
|
|
13.3
|
|
|
258.2
|
|
Common Units issued in connection with the Distribution Reinvestment Plan
|
12.0
|
|
|
9.9
|
|
|
11.7
|
|
Common Units issued in connection with Equity Distribution Agreements
|
22.6
|
|
|
39.0
|
|
|
31.7
|
|
Common Units issued to ETE in a private placement transaction
|
23.7
|
|
|
—
|
|
|
—
|
|
Common Unit increase from Sunoco Logistics Merger (2)
|
255.4
|
|
|
—
|
|
|
—
|
|
Issuance of Common Units under equity incentive plans
|
1.6
|
|
|
0.8
|
|
|
1.3
|
|
Number of Common Units, end of period
|
1,164.1
|
|
|
794.8
|
|
|
758.5
|
|
(1)
|
The historical common units presented have been retrospectively adjusted to reflect the
1.5
to
one
unit-for-unit exchange in connection with the Sunoco Logistics Merger.
|
(2)
|
Represents the Sunoco Logistics common units outstanding at the close of the Sunoco Logistics Merger. See Note 1 for discussion on the accounting treatment of the Sunoco Logistics Merger.
|
|
|
|
|
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
|
|
ETP
|
|
Sunoco Logistics
|
||||
December 31, 2014
|
|
$
|
0.6633
|
|
|
$
|
0.4000
|
|
March 31, 2015
|
|
0.6767
|
|
|
0.4190
|
|
||
June 30, 2015
|
|
0.6900
|
|
|
0.4380
|
|
||
September 30, 2015
|
|
0.7033
|
|
|
0.4580
|
|
||
December 31, 2015
|
|
0.7033
|
|
|
0.4790
|
|
||
March 31, 2016
|
|
0.7033
|
|
|
0.4890
|
|
||
June 30, 2016
|
|
0.7033
|
|
|
0.5000
|
|
||
September 30, 2016
|
|
0.7033
|
|
|
0.5100
|
|
||
December 31, 2016
|
|
0.7033
|
|
|
0.5200
|
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Rate
|
||
March 31, 2017
|
|
May 10, 2017
|
|
May 16, 2017
|
|
$
|
0.5350
|
|
June 30, 2017
|
|
August 7, 2017
|
|
August 15, 2017
|
|
0.5500
|
|
|
September 30, 2017
|
|
November 7, 2017
|
|
November 14, 2017
|
|
0.5650
|
|
|
December 31, 2017
|
|
February 8, 2018
|
|
February 14, 2018
|
|
0.5650
|
|
|
|
Total Year
|
||
2018
|
|
$
|
153
|
|
2019
|
|
128
|
|
|
Each year beyond 2019
|
|
33
|
|
|
Distribution per Preferred Unit
|
|||||||||||
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Series A
|
|
Series B
|
||||
December 31, 2017
|
|
February 1, 2018
|
|
February 15, 2018
|
|
$
|
15.451
|
|
|
$
|
16.378
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Available-for-sale securities
|
$
|
8
|
|
|
$
|
2
|
|
Foreign currency translation adjustment
|
(5
|
)
|
|
(5
|
)
|
||
Actuarial gain related to pensions and other postretirement benefits
|
(5
|
)
|
|
7
|
|
||
Investments in unconsolidated affiliates, net
|
5
|
|
|
4
|
|
||
Total AOCI, net of tax
|
$
|
3
|
|
|
$
|
8
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Available-for-sale securities
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
Foreign currency translation adjustment
|
3
|
|
|
3
|
|
||
Actuarial loss relating to pension and other postretirement benefits
|
3
|
|
|
—
|
|
||
Total
|
$
|
4
|
|
|
$
|
1
|
|
9.
|
UNIT-BASED COMPENSATION PLANS:
|
|
Number of Units
|
|
Weighted Average Grant-Date Fair Value Per Unit
|
|||
Unvested awards as of December 31, 2016
|
9.4
|
|
|
$
|
27.68
|
|
Legacy Sunoco Logistics unvested awards as of December 31, 2016
|
3.2
|
|
|
28.57
|
|
|
Awards granted
|
4.9
|
|
|
17.69
|
|
|
Awards vested
|
(2.3
|
)
|
|
34.22
|
|
|
Awards forfeited
|
(1.1
|
)
|
|
25.03
|
|
|
Unvested awards as of December 31, 2017
|
14.1
|
|
|
23.18
|
|
10.
|
INCOME TAXES:
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Current expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
53
|
|
|
$
|
18
|
|
|
$
|
(274
|
)
|
State
|
(18
|
)
|
|
(35
|
)
|
|
(51
|
)
|
|||
Total
|
35
|
|
|
(17
|
)
|
|
(325
|
)
|
|||
Deferred expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
(1,723
|
)
|
|
(173
|
)
|
|
231
|
|
|||
State
|
192
|
|
|
4
|
|
|
(29
|
)
|
|||
Total
|
(1,531
|
)
|
|
(169
|
)
|
|
202
|
|
|||
Total income tax benefit
|
$
|
(1,496
|
)
|
|
$
|
(186
|
)
|
|
$
|
(123
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016*
|
|
2015*
|
||||||
Income tax expense at United States statutory rate of 35 percent
|
$
|
352
|
|
|
$
|
139
|
|
|
$
|
479
|
|
Increase (reduction) in income taxes resulting from:
|
|
|
|
|
|
||||||
Partnership earnings not subject to tax
|
(457
|
)
|
|
(504
|
)
|
|
(504
|
)
|
|||
Federal rate change
|
(1,559
|
)
|
|
—
|
|
|
—
|
|
|||
Goodwill impairments
|
172
|
|
|
223
|
|
|
—
|
|
|||
State income taxes (net of federal income tax effects)
|
131
|
|
|
(17
|
)
|
|
(37
|
)
|
|||
Dividend received deduction
|
(14
|
)
|
|
(15
|
)
|
|
(24
|
)
|
|||
Audit settlement
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||
Change in tax status of subsidiary
|
(124
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
3
|
|
|
(12
|
)
|
|
(30
|
)
|
|||
Income tax benefit
|
$
|
(1,496
|
)
|
|
$
|
(186
|
)
|
|
$
|
(123
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deferred income tax assets:
|
|
|
|
||||
Net operating losses and alternative minimum tax credit
|
$
|
604
|
|
|
$
|
380
|
|
Pension and other postretirement benefits
|
21
|
|
|
30
|
|
||
Long-term debt
|
14
|
|
|
32
|
|
||
Other
|
93
|
|
|
84
|
|
||
Total deferred income tax assets
|
732
|
|
|
526
|
|
||
Valuation allowance
|
(189
|
)
|
|
(118
|
)
|
||
Net deferred income tax assets
|
$
|
543
|
|
|
$
|
408
|
|
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
$
|
(664
|
)
|
|
$
|
(1,054
|
)
|
Investment in unconsolidated affiliates
|
(2,664
|
)
|
|
(3,728
|
)
|
||
Other
|
(98
|
)
|
|
(20
|
)
|
||
Total deferred income tax liabilities
|
(3,426
|
)
|
|
(4,802
|
)
|
||
Net deferred income taxes
|
$
|
(2,883
|
)
|
|
$
|
(4,394
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Net deferred income tax liability, beginning of year
|
$
|
(4,394
|
)
|
|
$
|
(4,082
|
)
|
Goodwill associated with Sunoco Retail to Sunoco LP transaction (see Note 3)
|
—
|
|
|
(460
|
)
|
||
Tax provision
|
1,531
|
|
|
169
|
|
||
Other
|
(20
|
)
|
|
(21
|
)
|
||
Net deferred income tax liability, end of year
|
$
|
(2,883
|
)
|
|
$
|
(4,394
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
$
|
615
|
|
|
$
|
610
|
|
|
$
|
440
|
|
Additions attributable to tax positions taken in the current year
|
—
|
|
|
8
|
|
|
—
|
|
|||
Additions attributable to tax positions taken in prior years
|
28
|
|
|
18
|
|
|
178
|
|
|||
Reduction attributable to tax positions taken in prior years
|
(25
|
)
|
|
(20
|
)
|
|
—
|
|
|||
Lapse of statute
|
(9
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|||
Balance at end of year
|
$
|
609
|
|
|
$
|
615
|
|
|
$
|
610
|
|
11.
|
REGULATORY MATTERS, COMMITMENTS, CONTINGENCIES AND ENVIRONMENTAL LIABILITIES:
|
•
|
$1.00 billion
aggregate principal amount of
4.875%
,
senior notes due 2023;
|
•
|
$800 million
aggregate principal amount of
5.50%
senior notes due 2026; and
|
•
|
$400 million
aggregate principal amount of
5.875%
senior notes due 2028.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Rental expense
(1)
|
|
$
|
90
|
|
|
$
|
81
|
|
|
$
|
176
|
|
Less: Sublease rental income
|
|
—
|
|
|
(1
|
)
|
|
(16
|
)
|
|||
Rental expense, net
|
|
$
|
90
|
|
|
$
|
80
|
|
|
$
|
160
|
|
(1)
|
Includes contingent rentals totaling
$26 million
for the year ended December 31, 2015.
|
Years Ending December 31:
|
|
||
2018
|
$
|
39
|
|
2019
|
36
|
|
|
2020
|
37
|
|
|
2021
|
30
|
|
|
2022
|
23
|
|
|
Thereafter
|
92
|
|
|
Future minimum lease commitments
|
257
|
|
|
Less: Sublease rental income
|
(8
|
)
|
|
Net future minimum lease commitments
|
$
|
249
|
|
•
|
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.
|
•
|
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
December 31, 2017
, Sunoco, Inc. had been named as a PRP at approximately
43
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.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Current
|
$
|
36
|
|
|
$
|
26
|
|
Non-current
|
314
|
|
|
283
|
|
||
Total environmental liabilities
|
$
|
350
|
|
|
$
|
309
|
|
12.
|
DERIVATIVE ASSETS AND LIABILITIES:
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||
|
Notional
Volume
|
|
Maturity
|
|
Notional
Volume
|
|
Maturity
|
||
Mark-to-Market Derivatives
|
|
|
|
|
|
|
|
||
(Trading)
|
|
|
|
|
|
|
|
||
Natural Gas (BBtu):
|
|
|
|
|
|
|
|
||
Fixed Swaps/Futures
|
1,078
|
|
|
2018
|
|
(683
|
)
|
|
2017
|
Basis Swaps IFERC/NYMEX
(1)
|
48,510
|
|
|
2018-2020
|
|
2,243
|
|
|
2017
|
Options – Calls
|
13,000
|
|
|
2018
|
|
—
|
|
|
—
|
Power (Megawatt):
|
|
|
|
|
|
|
|
||
Forwards
|
435,960
|
|
|
2018-2019
|
|
391,880
|
|
|
2017-2018
|
Futures
|
(25,760
|
)
|
|
2018
|
|
109,564
|
|
|
2017-2018
|
Options – Puts
|
(153,600
|
)
|
|
2018
|
|
(50,400
|
)
|
|
2017
|
Options – Calls
|
137,600
|
|
|
2018
|
|
186,400
|
|
|
2017
|
Crude (MBbls) – Futures
|
—
|
|
|
—
|
|
(617
|
)
|
|
2017
|
(Non-Trading)
|
|
|
|
|
|
|
|
||
Natural Gas (BBtu):
|
|
|
|
|
|
|
|
||
Basis Swaps IFERC/NYMEX
|
4,650
|
|
|
2018-2020
|
|
10,750
|
|
|
2017-2018
|
Swing Swaps IFERC
|
87,253
|
|
|
2018-2019
|
|
(5,663
|
)
|
|
2017
|
Fixed Swaps/Futures
|
(4,700
|
)
|
|
2018-2019
|
|
(52,653
|
)
|
|
2017-2019
|
Forward Physical Contracts
|
(145,105
|
)
|
|
2018-2020
|
|
(22,492
|
)
|
|
2017
|
Natural Gas Liquid (MBbls) – Forwards/Swaps
|
6,679
|
|
|
2018-2019
|
|
(5,787
|
)
|
|
2017
|
Refined Products (MBbls) – Futures
|
(3,783
|
)
|
|
2018-2019
|
|
(2,240
|
)
|
|
2017
|
Fair Value Hedging Derivatives
|
|
|
|
|
|
|
|
||
(Non-Trading)
|
|
|
|
|
|
|
|
||
Natural Gas (BBtu):
|
|
|
|
|
|
|
|
||
Basis Swaps IFERC/NYMEX
|
(39,770
|
)
|
|
2018
|
|
(36,370
|
)
|
|
2017
|
Fixed Swaps/Futures
|
(39,770
|
)
|
|
2018
|
|
(36,370
|
)
|
|
2017
|
Hedged Item – Inventory
|
39,770
|
|
|
2018
|
|
36,370
|
|
|
2017
|
(1)
|
Includes aggregate amounts for open positions related to Houston Ship Channel, Waha Hub, NGPL TexOk, West Louisiana Zone and Henry Hub locations.
|
Term
|
|
Type
(1)
|
|
Notional Amount Outstanding
|
||||||
December 31, 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 terms of 30 years with a mandatory termination date the same as the effective date.
|
|
Fair Value of Derivative Instruments
|
||||||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives (margin deposits)
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
(4
|
)
|
|
14
|
|
|
—
|
|
|
(2
|
)
|
|
(4
|
)
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives (margin deposits)
|
262
|
|
|
338
|
|
|
(281
|
)
|
|
(416
|
)
|
||||
Commodity derivatives
|
44
|
|
|
24
|
|
|
(55
|
)
|
|
(52
|
)
|
||||
Interest rate derivatives
|
—
|
|
|
—
|
|
|
(219
|
)
|
|
(193
|
)
|
||||
Embedded derivatives in Legacy ETP Preferred Units
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
|
306
|
|
|
362
|
|
|
(555
|
)
|
|
(662
|
)
|
||||
Total derivatives
|
$
|
320
|
|
|
$
|
362
|
|
|
$
|
(557
|
)
|
|
$
|
(666
|
)
|
|
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
|
||||||||||
|
|
|
Years Ended December 31,
|
||||||||||
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Derivatives in fair value hedging relationships (including hedged item):
|
|
|
|
|
|
|
|
||||||
Commodity derivatives
|
Cost of products sold
|
|
$
|
26
|
|
|
$
|
14
|
|
|
$
|
21
|
|
Total
|
|
|
$
|
26
|
|
|
$
|
14
|
|
|
$
|
21
|
|
|
Location of Gain/(Loss) Recognized in Income on Derivatives
|
|
Amount of Gain (Loss) Recognized in Income on Derivatives
|
||||||||||
|
|
|
Years Ended December 31,
|
||||||||||
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||
Commodity derivatives – Trading
|
Cost of products sold
|
|
$
|
31
|
|
|
$
|
(35
|
)
|
|
$
|
(11
|
)
|
Commodity derivatives – Non-trading
|
Cost of products sold
|
|
3
|
|
|
(173
|
)
|
|
23
|
|
|||
Interest rate derivatives
|
Losses on interest rate derivatives
|
|
(37
|
)
|
|
(12
|
)
|
|
(18
|
)
|
|||
Embedded derivatives
|
Other, net
|
|
1
|
|
|
4
|
|
|
12
|
|
|||
Total
|
|
|
$
|
(2
|
)
|
|
$
|
(216
|
)
|
|
$
|
6
|
|
13.
|
RETIREMENT BENEFITS:
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Pension Benefits
|
|
|
|
Pension Benefits
|
|
|
||||||||||||||||
|
Funded Plans
|
|
Unfunded Plans
|
|
Other Postretirement Benefits
|
|
Funded Plans
|
|
Unfunded Plans
|
|
Other Postretirement Benefits
|
||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of period
|
$
|
18
|
|
|
$
|
51
|
|
|
$
|
165
|
|
|
$
|
20
|
|
|
$
|
57
|
|
|
$
|
180
|
|
Interest cost
|
1
|
|
|
1
|
|
|
4
|
|
|
1
|
|
|
2
|
|
|
4
|
|
||||||
Amendments
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid, net
|
(2
|
)
|
|
(6
|
)
|
|
(20
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|
(21
|
)
|
||||||
Actuarial (gain) loss and other
|
2
|
|
|
1
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
2
|
|
||||||
Settlements
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefit obligation at end of period
|
1
|
|
|
47
|
|
|
155
|
|
|
18
|
|
|
51
|
|
|
165
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of period
|
12
|
|
|
—
|
|
|
248
|
|
|
15
|
|
|
—
|
|
|
253
|
|
||||||
Return on plan assets and other
|
3
|
|
|
—
|
|
|
11
|
|
|
(2
|
)
|
|
—
|
|
|
6
|
|
||||||
Employer contributions
|
6
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||||
Benefits paid, net
|
(2
|
)
|
|
—
|
|
|
(20
|
)
|
|
(1
|
)
|
|
—
|
|
|
(21
|
)
|
||||||
Settlements
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets at end of period
|
1
|
|
|
—
|
|
|
249
|
|
|
12
|
|
|
—
|
|
|
248
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amount underfunded (overfunded) at end of period
|
$
|
—
|
|
|
$
|
47
|
|
|
$
|
(94
|
)
|
|
$
|
6
|
|
|
$
|
51
|
|
|
$
|
(83
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-current assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
120
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
108
|
|
Current liabilities
|
—
|
|
|
(8
|
)
|
|
(2
|
)
|
|
—
|
|
|
(7
|
)
|
|
(2
|
)
|
||||||
Non-current liabilities
|
—
|
|
|
(39
|
)
|
|
(24
|
)
|
|
(6
|
)
|
|
(44
|
)
|
|
(23
|
)
|
||||||
|
$
|
—
|
|
|
$
|
(47
|
)
|
|
$
|
94
|
|
|
$
|
(6
|
)
|
|
$
|
(51
|
)
|
|
$
|
83
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts recognized in accumulated other comprehensive income (loss) (pre-tax basis) consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial gain
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
(17
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
Prior service cost
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||||
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Pension Benefits
|
|
|
|
Pension Benefits
|
|
|
||||||||||||||||
|
Funded Plans
|
|
Unfunded Plans
|
|
Other Postretirement Benefits
|
|
Funded Plans
|
|
Unfunded Plans
|
|
Other Postretirement Benefits
|
||||||||||||
Projected benefit obligation
|
$
|
1
|
|
|
$
|
47
|
|
|
N/A
|
|
|
$
|
18
|
|
|
$
|
51
|
|
|
N/A
|
|
||
Accumulated benefit obligation
|
1
|
|
|
47
|
|
|
$
|
155
|
|
|
18
|
|
|
51
|
|
|
$
|
165
|
|
||||
Fair value of plan assets
|
1
|
|
|
—
|
|
|
249
|
|
|
12
|
|
|
—
|
|
|
248
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Pension Benefits
|
|
Other Postretirement Benefits
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
Net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Interest cost
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
4
|
|
Expected return on plan assets
|
—
|
|
|
(9
|
)
|
|
(1
|
)
|
|
(8
|
)
|
||||
Prior service cost amortization
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
||||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
2
|
|
|
$
|
(3
|
)
|
|
$
|
2
|
|
|
$
|
(3
|
)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||
|
Pension Benefits
|
|
Other Postretirement Benefits
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||
Discount rate
|
3.27
|
%
|
|
2.34
|
%
|
|
3.65
|
%
|
|
2.34
|
%
|
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||
|
Pension Benefits
|
|
Other Postretirement Benefits
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||
Discount rate
|
3.52
|
%
|
|
3.10
|
%
|
|
3.60
|
%
|
|
3.06
|
%
|
Expected return on assets:
|
|
|
|
|
|
|
|
||||
Tax exempt accounts
|
3.50
|
%
|
|
7.00
|
%
|
|
3.50
|
%
|
|
7.00
|
%
|
Taxable accounts
|
N/A
|
|
|
4.50
|
%
|
|
N/A
|
|
|
4.50
|
%
|
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
December 31,
|
||||
|
|
2017
|
|
2016
|
||
Health care cost trend rate
|
|
7.20
|
%
|
|
6.73
|
%
|
Rate to which the cost trend is assumed to decline (the ultimate trend rate)
|
|
4.99
|
%
|
|
4.96
|
%
|
Year that the rate reaches the ultimate trend rate
|
|
2023
|
|
|
2021
|
|
|
|
|
Fair Value Measurements at December 31, 2017
|
||||||||||||
|
Fair Value Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Asset category:
|
|
|
|
|
|
|
|
||||||||
Mutual funds
(1)
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Comprised of approximately
100%
equities as of
December 31, 2017
.
|
|
|
|
Fair Value Measurements at December 31, 2016
|
||||||||||||
|
Fair Value Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Asset category:
|
|
|
|
|
|
|
|
||||||||
Mutual funds
(1)
|
$
|
12
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
$
|
12
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Comprised of approximately
100%
equities as of
December 31, 2016
.
|
|
|
|
Fair Value Measurements at December 31, 2017
|
||||||||||||
|
Fair Value Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Asset category:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
33
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds
(1)
|
146
|
|
|
146
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities
|
70
|
|
|
—
|
|
|
70
|
|
|
—
|
|
||||
Total
|
$
|
249
|
|
|
$
|
179
|
|
|
$
|
70
|
|
|
$
|
—
|
|
(1)
|
Primarily comprised of approximately
48%
equities,
51%
fixed income securities and
1%
cash as of
December 31, 2017
.
|
|
|
|
Fair Value Measurements at December 31, 2016
|
||||||||||||
|
Fair Value Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Asset category:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
23
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds
(1)
|
134
|
|
|
134
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities
|
91
|
|
|
—
|
|
|
91
|
|
|
—
|
|
||||
Total
|
$
|
248
|
|
|
$
|
157
|
|
|
$
|
91
|
|
|
$
|
—
|
|
(1)
|
Primarily comprised of approximately
31%
equities,
66%
fixed income securities and
3%
cash as of
December 31, 2016
.
|
Years
|
|
Pension Benefits - Unfunded Plans
(1)
|
|
Other Postretirement Benefits (Gross, Before Medicare Part D)
|
||||
2018
|
|
$
|
8
|
|
|
$
|
24
|
|
2019
|
|
6
|
|
|
23
|
|
||
2020
|
|
6
|
|
|
21
|
|
||
2021
|
|
5
|
|
|
19
|
|
||
2022
|
|
4
|
|
|
17
|
|
||
2023 – 2027
|
|
15
|
|
|
37
|
|
14.
|
RELATED PARTY TRANSACTIONS:
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Affiliated revenues
|
$
|
697
|
|
|
$
|
377
|
|
|
$
|
417
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Accounts receivable from related companies:
|
|
|
|
||||
ETE
|
$
|
—
|
|
|
$
|
22
|
|
Sunoco LP
|
219
|
|
|
96
|
|
||
FGT
|
11
|
|
|
15
|
|
||
Other
|
88
|
|
|
76
|
|
||
Total accounts receivable from related companies
|
$
|
318
|
|
|
$
|
209
|
|
|
|
|
|
||||
Accounts payable to related companies:
|
|
|
|
||||
Sunoco LP
|
195
|
|
|
20
|
|
||
Other
|
14
|
|
|
23
|
|
||
Total accounts payable to related companies
|
$
|
209
|
|
|
$
|
43
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Long-term notes receivable (payable) – related companies:
|
|
|
|
||||
Sunoco LP
|
$
|
85
|
|
|
$
|
87
|
|
Phillips 66
|
—
|
|
|
(250
|
)
|
||
Net long-term notes receivable (payable) – related companies
|
$
|
85
|
|
|
$
|
(163
|
)
|
15.
|
REPORTABLE SEGMENTS:
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Intrastate transportation and storage:
|
|
|
|
|
|
||||||
Revenues from external customers
|
$
|
2,891
|
|
|
$
|
2,155
|
|
|
$
|
1,912
|
|
Intersegment revenues
|
192
|
|
|
458
|
|
|
338
|
|
|||
|
3,083
|
|
|
2,613
|
|
|
2,250
|
|
|||
Interstate transportation and storage:
|
|
|
|
|
|
||||||
Revenues from external customers
|
915
|
|
|
946
|
|
|
1,008
|
|
|||
Intersegment revenues
|
19
|
|
|
23
|
|
|
17
|
|
|||
|
934
|
|
|
969
|
|
|
1,025
|
|
|||
Midstream:
|
|
|
|
|
|
||||||
Revenues from external customers
|
2,510
|
|
|
2,342
|
|
|
2,607
|
|
|||
Intersegment revenues
|
4,433
|
|
|
2,837
|
|
|
2,449
|
|
|||
|
6,943
|
|
|
5,179
|
|
|
5,056
|
|
|||
NGL and refined products transportation and services:
|
|
|
|
|
|
||||||
Revenues from external customers
|
8,326
|
|
|
5,973
|
|
|
4,569
|
|
|||
Intersegment revenues
|
322
|
|
|
436
|
|
|
428
|
|
|||
|
8,648
|
|
|
6,409
|
|
|
4,997
|
|
|||
Crude oil transportation and services:
|
|
|
|
|
|
||||||
Revenues from external customers
|
11,672
|
|
|
7,539
|
|
|
8,980
|
|
|||
Intersegment revenues
|
31
|
|
|
—
|
|
|
—
|
|
|||
|
11,703
|
|
|
7,539
|
|
|
8,980
|
|
|||
All other:
|
|
|
|
|
|
||||||
Revenues from external customers
|
2,740
|
|
|
2,872
|
|
|
15,216
|
|
|||
Intersegment revenues
|
161
|
|
|
400
|
|
|
558
|
|
|||
|
2,901
|
|
|
3,272
|
|
|
15,774
|
|
|||
Eliminations
|
(5,158
|
)
|
|
(4,154
|
)
|
|
(3,790
|
)
|
|||
Total revenues
|
$
|
29,054
|
|
|
$
|
21,827
|
|
|
$
|
34,292
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cost of products sold:
|
|
|
|
|
|
||||||
Intrastate transportation and storage
|
$
|
2,327
|
|
|
$
|
1,897
|
|
|
$
|
1,554
|
|
Midstream
|
4,761
|
|
|
3,381
|
|
|
3,264
|
|
|||
NGL and refined products transportation and services
|
6,508
|
|
|
4,553
|
|
|
3,431
|
|
|||
Crude oil transportation and services
|
9,826
|
|
|
6,416
|
|
|
8,158
|
|
|||
All other
|
2,509
|
|
|
2,942
|
|
|
14,029
|
|
|||
Eliminations
|
(5,130
|
)
|
|
(4,109
|
)
|
|
(3,722
|
)
|
|||
Total cost of products sold
|
$
|
20,801
|
|
|
$
|
15,080
|
|
|
$
|
26,714
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Depreciation, depletion and amortization:
|
|
|
|
|
|
||||||
Intrastate transportation and storage
|
$
|
147
|
|
|
$
|
144
|
|
|
$
|
129
|
|
Interstate transportation and storage
|
214
|
|
|
207
|
|
|
210
|
|
|||
Midstream
|
954
|
|
|
840
|
|
|
720
|
|
|||
NGL and refined products transportation and services
|
401
|
|
|
355
|
|
|
290
|
|
|||
Crude oil transportation and services
|
402
|
|
|
251
|
|
|
218
|
|
|||
All other
|
214
|
|
|
189
|
|
|
362
|
|
|||
Total depreciation, depletion and amortization
|
$
|
2,332
|
|
|
$
|
1,986
|
|
|
$
|
1,929
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Equity in earnings (losses) of unconsolidated affiliates:
|
|
|
|
|
|
||||||
Intrastate transportation and storage
|
$
|
(156
|
)
|
|
$
|
35
|
|
|
$
|
32
|
|
Interstate transportation and storage
|
236
|
|
|
193
|
|
|
197
|
|
|||
Midstream
|
20
|
|
|
19
|
|
|
(19
|
)
|
|||
NGL and refined products transportation and services
|
33
|
|
|
41
|
|
|
29
|
|
|||
Crude oil transportation and services
|
4
|
|
|
(4
|
)
|
|
(9
|
)
|
|||
All other
|
19
|
|
|
(225
|
)
|
|
239
|
|
|||
Total equity in earnings of unconsolidated affiliates
|
$
|
156
|
|
|
$
|
59
|
|
|
$
|
469
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Segment Adjusted EBITDA:
|
|
|
|
|
|
||||||
Intrastate transportation and storage
|
$
|
626
|
|
|
$
|
613
|
|
|
$
|
543
|
|
Interstate transportation and storage
|
1,098
|
|
|
1,117
|
|
|
1,155
|
|
|||
Midstream
|
1,481
|
|
|
1,133
|
|
|
1,237
|
|
|||
NGL and refined products transportation and services
|
1,641
|
|
|
1,496
|
|
|
1,179
|
|
|||
Crude oil transportation and services
|
1,379
|
|
|
834
|
|
|
521
|
|
|||
All other
|
487
|
|
|
540
|
|
|
882
|
|
|||
Total Segment Adjusted EBITDA
|
6,712
|
|
|
5,733
|
|
|
5,517
|
|
|||
Depreciation, depletion and amortization
|
(2,332
|
)
|
|
(1,986
|
)
|
|
(1,929
|
)
|
|||
Interest expense, net
|
(1,365
|
)
|
|
(1,317
|
)
|
|
(1,291
|
)
|
|||
Gains on acquisitions
|
—
|
|
|
83
|
|
|
—
|
|
|||
Impairment losses
|
(920
|
)
|
|
(813
|
)
|
|
(339
|
)
|
|||
Losses on interest rate derivatives
|
(37
|
)
|
|
(12
|
)
|
|
(18
|
)
|
|||
Non-cash unit-based compensation expense
|
(74
|
)
|
|
(80
|
)
|
|
(79
|
)
|
|||
Unrealized gains (losses) on commodity risk management activities
|
56
|
|
|
(131
|
)
|
|
(65
|
)
|
|||
Inventory valuation adjustments
|
—
|
|
|
—
|
|
|
58
|
|
|||
Losses on extinguishments of debt
|
(42
|
)
|
|
—
|
|
|
(43
|
)
|
|||
Adjusted EBITDA related to unconsolidated affiliates
|
(984
|
)
|
|
(946
|
)
|
|
(937
|
)
|
|||
Equity in earnings from unconsolidated affiliates
|
156
|
|
|
59
|
|
|
469
|
|
|||
Impairment of investments in unconsolidated affiliates
|
(313
|
)
|
|
(308
|
)
|
|
—
|
|
|||
Other, net
|
148
|
|
|
115
|
|
|
23
|
|
|||
Income before income tax benefit
|
$
|
1,005
|
|
|
$
|
397
|
|
|
$
|
1,366
|
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Assets:
|
|
|
|
|
|
||||||
Intrastate transportation and storage
|
$
|
5,020
|
|
|
$
|
5,176
|
|
|
$
|
4,882
|
|
Interstate transportation and storage
|
13,518
|
|
|
10,833
|
|
|
11,345
|
|
|||
Midstream
|
20,004
|
|
|
17,873
|
|
|
17,039
|
|
|||
NGL and refined products transportation and services
|
17,600
|
|
|
14,074
|
|
|
11,568
|
|
|||
Crude oil transportation and services
|
17,736
|
|
|
15,909
|
|
|
10,941
|
|
|||
All other
|
4,087
|
|
|
6,240
|
|
|
9,353
|
|
|||
Total assets
|
$
|
77,965
|
|
|
$
|
70,105
|
|
|
$
|
65,128
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Additions to property, plant and equipment excluding acquisitions, net of contributions in aid of construction costs (capital expenditures related to the Partnership’s proportionate ownership on an accrual basis):
|
|
|
|
|
|
||||||
Intrastate transportation and storage
|
$
|
175
|
|
|
$
|
76
|
|
|
$
|
105
|
|
Interstate transportation and storage
|
726
|
|
|
280
|
|
|
866
|
|
|||
Midstream
|
1,308
|
|
|
1,255
|
|
|
2,174
|
|
|||
NGL and refined products transportation and services
|
2,971
|
|
|
2,198
|
|
|
2,853
|
|
|||
Crude oil transportation and services
|
453
|
|
|
1,841
|
|
|
1,358
|
|
|||
All other
|
268
|
|
|
160
|
|
|
811
|
|
|||
Total additions to property, plant and equipment excluding acquisitions, net of contributions in aid of construction costs (accrual basis)
|
$
|
5,901
|
|
|
$
|
5,810
|
|
|
$
|
8,167
|
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Advances to and investments in unconsolidated affiliates:
|
|
|
|
|
|
||||||
Intrastate transportation and storage
|
$
|
85
|
|
|
$
|
399
|
|
|
$
|
406
|
|
Interstate transportation and storage
|
2,118
|
|
|
2,149
|
|
|
2,516
|
|
|||
Midstream
|
126
|
|
|
111
|
|
|
117
|
|
|||
NGL and refined products transportation and services
|
234
|
|
|
235
|
|
|
258
|
|
|||
Crude oil transportation and services
|
22
|
|
|
18
|
|
|
21
|
|
|||
All other
|
1,231
|
|
|
1,368
|
|
|
1,685
|
|
|||
Total advances to and investments in unconsolidated affiliates
|
$
|
3,816
|
|
|
$
|
4,280
|
|
|
$
|
5,003
|
|
16.
|
QUARTERLY FINANCIAL DATA (UNAUDITED):
|
|
|
Quarters Ended
|
|
|
||||||||||||||||
|
|
March 31*
|
|
June 30*
|
|
September 30*
|
|
December 31
|
|
Total Year
|
||||||||||
2017:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
6,895
|
|
|
$
|
6,576
|
|
|
$
|
6,973
|
|
|
$
|
8,610
|
|
|
$
|
29,054
|
|
Operating income
|
|
683
|
|
|
736
|
|
|
779
|
|
|
199
|
|
|
2,397
|
|
|||||
Net income
|
|
393
|
|
|
296
|
|
|
715
|
|
|
1,097
|
|
|
2,501
|
|
|||||
Common Unitholders’ interest in net income (loss)
|
|
32
|
|
|
(49
|
)
|
|
335
|
|
|
668
|
|
|
986
|
|
|||||
Basic net income (loss) per Common Unit
|
|
$
|
0.03
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.29
|
|
|
$
|
0.57
|
|
|
$
|
0.94
|
|
Diluted net income (loss) per Common Unit
|
|
$
|
0.03
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.29
|
|
|
$
|
0.57
|
|
|
$
|
0.93
|
|
|
|
Quarters Ended
|
|
|
||||||||||||||||
|
|
March 31*
|
|
June 30*
|
|
September 30*
|
|
December 31*
|
|
Total Year*
|
||||||||||
2016:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
4,481
|
|
|
$
|
5,289
|
|
|
$
|
5,531
|
|
|
$
|
6,526
|
|
|
$
|
21,827
|
|
Operating income
|
|
598
|
|
|
708
|
|
|
594
|
|
|
(139
|
)
|
|
1,761
|
|
|||||
Net income
|
|
360
|
|
|
465
|
|
|
94
|
|
|
(336
|
)
|
|
583
|
|
|||||
Common Unitholders’ interest in net income (loss)
|
|
(71
|
)
|
|
58
|
|
|
(252
|
)
|
|
(754
|
)
|
|
(1,019
|
)
|
|||||
Basic net income (loss) per Common Unit
|
|
$
|
(0.11
|
)
|
|
$
|
0.06
|
|
|
$
|
(0.34
|
)
|
|
$
|
(0.97
|
)
|
|
$
|
(1.38
|
)
|
Diluted net income (loss) per Common Unit
|
|
$
|
(0.11
|
)
|
|
$
|
0.06
|
|
|
$
|
(0.34
|
)
|
|
$
|
(0.97
|
)
|
|
$
|
(1.38
|
)
|
17.
|
CONSOLIDATING GUARANTOR FINANCIAL INFORMATION
|
|
December 31, 2017
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Partnership
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
309
|
|
|
$
|
—
|
|
|
$
|
306
|
|
All other current assets
|
—
|
|
|
159
|
|
|
6,063
|
|
|
—
|
|
|
6,222
|
|
|||||
Property, plant and equipment
|
—
|
|
|
—
|
|
|
58,437
|
|
|
—
|
|
|
58,437
|
|
|||||
Investments in unconsolidated affiliates
|
48,378
|
|
|
11,648
|
|
|
3,816
|
|
|
(60,026
|
)
|
|
3,816
|
|
|||||
All other assets
|
—
|
|
|
—
|
|
|
9,184
|
|
|
—
|
|
|
9,184
|
|
|||||
Total assets
|
$
|
48,378
|
|
|
$
|
11,804
|
|
|
$
|
77,809
|
|
|
$
|
(60,026
|
)
|
|
$
|
77,965
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
(1,496
|
)
|
|
(3,660
|
)
|
|
12,150
|
|
|
—
|
|
|
6,994
|
|
|||||
Non-current liabilities
|
21,604
|
|
|
7,607
|
|
|
7,609
|
|
|
—
|
|
|
36,820
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
5,882
|
|
|
—
|
|
|
5,882
|
|
|||||
Total partners’ capital
|
28,270
|
|
|
7,857
|
|
|
52,168
|
|
|
(60,026
|
)
|
|
28,269
|
|
|||||
Total liabilities and equity
|
$
|
48,378
|
|
|
$
|
11,804
|
|
|
$
|
77,809
|
|
|
$
|
(60,026
|
)
|
|
$
|
77,965
|
|
|
December 31, 2016
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Partnership
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
41
|
|
|
$
|
319
|
|
|
$
|
—
|
|
|
$
|
360
|
|
All other current assets
|
—
|
|
|
2
|
|
|
5,281
|
|
|
—
|
|
|
5,283
|
|
|||||
Property, plant and equipment
|
—
|
|
|
—
|
|
|
50,917
|
|
|
—
|
|
|
50,917
|
|
|||||
Investments in unconsolidated affiliates
|
23,350
|
|
|
10,664
|
|
|
4,280
|
|
|
(34,014
|
)
|
|
4,280
|
|
|||||
All other assets
|
—
|
|
|
5
|
|
|
9,260
|
|
|
—
|
|
|
9,265
|
|
|||||
Total assets
|
$
|
23,350
|
|
|
$
|
10,712
|
|
|
$
|
70,057
|
|
|
$
|
(34,014
|
)
|
|
$
|
70,105
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
(1,761
|
)
|
|
(3,800
|
)
|
|
11,764
|
|
|
—
|
|
|
6,203
|
|
|||||
Non-current liabilities
|
299
|
|
|
7,313
|
|
|
30,148
|
|
|
(299
|
)
|
|
37,461
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
1,232
|
|
|
—
|
|
|
1,232
|
|
|||||
Total partners’ capital
|
24,812
|
|
|
7,199
|
|
|
26,913
|
|
|
(33,715
|
)
|
|
25,209
|
|
|||||
Total liabilities and equity
|
$
|
23,350
|
|
|
$
|
10,712
|
|
|
$
|
70,057
|
|
|
$
|
(34,014
|
)
|
|
$
|
70,105
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Partnership
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,054
|
|
|
$
|
—
|
|
|
$
|
29,054
|
|
Operating costs, expenses, and other
|
—
|
|
|
1
|
|
|
26,656
|
|
|
—
|
|
|
26,657
|
|
|||||
Operating income (loss)
|
—
|
|
|
(1
|
)
|
|
2,398
|
|
|
—
|
|
|
2,397
|
|
|||||
Interest expense, net
|
—
|
|
|
(156
|
)
|
|
(1,209
|
)
|
|
—
|
|
|
(1,365
|
)
|
|||||
Equity in earnings of unconsolidated affiliates
|
2,564
|
|
|
1,242
|
|
|
156
|
|
|
(3,806
|
)
|
|
156
|
|
|||||
Impairment of investments in unconsolidated affiliate
|
—
|
|
|
—
|
|
|
(313
|
)
|
|
—
|
|
|
(313
|
)
|
|||||
Losses on interest rate derivatives
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
(37
|
)
|
|||||
Other, net
|
—
|
|
|
—
|
|
|
168
|
|
|
(1
|
)
|
|
167
|
|
|||||
Income before income tax benefit
|
2,564
|
|
|
1,085
|
|
|
1,163
|
|
|
(3,807
|
)
|
|
1,005
|
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
(1,496
|
)
|
|
—
|
|
|
(1,496
|
)
|
|||||
Net income
|
2,564
|
|
|
1,085
|
|
|
2,659
|
|
|
(3,807
|
)
|
|
2,501
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
420
|
|
|
—
|
|
|
420
|
|
|||||
Net income attributable to partners
|
$
|
2,564
|
|
|
$
|
1,085
|
|
|
$
|
2,239
|
|
|
$
|
(3,807
|
)
|
|
$
|
2,081
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive income (loss)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
Comprehensive income
|
2,564
|
|
|
1,085
|
|
|
2,654
|
|
|
(3,807
|
)
|
|
2,496
|
|
|||||
Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
420
|
|
|
—
|
|
|
420
|
|
|||||
Comprehensive income attributable to partners
|
$
|
2,564
|
|
|
$
|
1,085
|
|
|
$
|
2,234
|
|
|
$
|
(3,807
|
)
|
|
$
|
2,076
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Partnership
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,827
|
|
|
$
|
—
|
|
|
$
|
21,827
|
|
Operating costs, expenses, and other
|
—
|
|
|
1
|
|
|
20,065
|
|
|
—
|
|
|
20,066
|
|
|||||
Operating income (loss)
|
—
|
|
|
(1
|
)
|
|
1,762
|
|
|
—
|
|
|
1,761
|
|
|||||
Interest expense, net
|
—
|
|
|
(157
|
)
|
|
(1,160
|
)
|
|
—
|
|
|
(1,317
|
)
|
|||||
Equity in earnings of unconsolidated affiliates
|
554
|
|
|
863
|
|
|
59
|
|
|
(1,417
|
)
|
|
59
|
|
|||||
Impairment of investment in unconsolidated affiliate
|
—
|
|
|
—
|
|
|
(308
|
)
|
|
—
|
|
|
(308
|
)
|
|||||
Losses on interest rate derivatives
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|||||
Other, net
|
—
|
|
|
—
|
|
|
214
|
|
|
—
|
|
|
214
|
|
|||||
Income before income tax benefit
|
554
|
|
|
705
|
|
|
555
|
|
|
(1,417
|
)
|
|
397
|
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
(186
|
)
|
|
—
|
|
|
(186
|
)
|
|||||
Net income
|
554
|
|
|
705
|
|
|
741
|
|
|
(1,417
|
)
|
|
583
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
41
|
|
|||||
Net income attributable to partners
|
$
|
554
|
|
|
$
|
705
|
|
|
$
|
700
|
|
|
$
|
(1,417
|
)
|
|
$
|
542
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Comprehensive income
|
554
|
|
|
705
|
|
|
745
|
|
|
(1,417
|
)
|
|
587
|
|
|||||
Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
41
|
|
|||||
Comprehensive income attributable to partners
|
$
|
554
|
|
|
$
|
705
|
|
|
$
|
704
|
|
|
$
|
(1,417
|
)
|
|
$
|
546
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Partnership
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,292
|
|
|
$
|
—
|
|
|
$
|
34,292
|
|
Operating costs, expenses, and other
|
—
|
|
|
1
|
|
|
32,064
|
|
|
—
|
|
|
32,065
|
|
|||||
Operating income (loss)
|
—
|
|
|
(1
|
)
|
|
2,228
|
|
|
—
|
|
|
2,227
|
|
|||||
Interest expense, net
|
—
|
|
|
(133
|
)
|
|
(1,158
|
)
|
|
—
|
|
|
(1,291
|
)
|
|||||
Equity in earnings of unconsolidated affiliates
|
1,441
|
|
|
526
|
|
|
469
|
|
|
(1,967
|
)
|
|
469
|
|
|||||
Losses on interest rate derivatives
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|||||
Other, net
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
|||||
Income before income tax benefit
|
1,441
|
|
|
392
|
|
|
1,500
|
|
|
(1,967
|
)
|
|
1,366
|
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
(123
|
)
|
|
—
|
|
|
(123
|
)
|
|||||
Net income
|
1,441
|
|
|
392
|
|
|
1,623
|
|
|
(1,967
|
)
|
|
1,489
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
53
|
|
|||||
Net income attributable to partners
|
$
|
1,441
|
|
|
$
|
392
|
|
|
$
|
1,570
|
|
|
$
|
(1,967
|
)
|
|
$
|
1,436
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
60
|
|
Comprehensive income
|
1,441
|
|
|
392
|
|
|
1,683
|
|
|
(1,967
|
)
|
|
1,549
|
|
|||||
Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
53
|
|
|||||
Comprehensive income attributable to partners
|
$
|
1,441
|
|
|
$
|
392
|
|
|
$
|
1,630
|
|
|
$
|
(1,967
|
)
|
|
$
|
1,496
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Partnership
|
||||||||||
Cash flows from operating activities
|
$
|
2,564
|
|
|
$
|
1,047
|
|
|
$
|
4,681
|
|
|
$
|
(3,807
|
)
|
|
$
|
4,485
|
|
Cash flows from investing activities
|
(2,240
|
)
|
|
(1,368
|
)
|
|
(5,672
|
)
|
|
3,807
|
|
|
(5,473
|
)
|
|||||
Cash flows from financing activities
|
(324
|
)
|
|
277
|
|
|
981
|
|
|
—
|
|
|
934
|
|
|||||
Change in cash
|
—
|
|
|
(44
|
)
|
|
(10
|
)
|
|
—
|
|
|
(54
|
)
|
|||||
Cash at beginning of period
|
—
|
|
|
41
|
|
|
319
|
|
|
—
|
|
|
360
|
|
|||||
Cash at end of period
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
309
|
|
|
$
|
—
|
|
|
$
|
306
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Partnership
|
||||||||||
Cash flows from operating activities
|
$
|
553
|
|
|
$
|
675
|
|
|
$
|
3,492
|
|
|
$
|
(1,417
|
)
|
|
$
|
3,303
|
|
Cash flows from investing activities
|
(976
|
)
|
|
(2,400
|
)
|
|
(4,431
|
)
|
|
1,417
|
|
|
(6,390
|
)
|
|||||
Cash flows from financing activities
|
423
|
|
|
1,729
|
|
|
768
|
|
|
—
|
|
|
2,920
|
|
|||||
Change in cash
|
—
|
|
|
4
|
|
|
(171
|
)
|
|
—
|
|
|
(167
|
)
|
|||||
Cash at beginning of period
|
—
|
|
|
37
|
|
|
490
|
|
|
—
|
|
|
527
|
|
|||||
Cash at end of period
|
$
|
—
|
|
|
$
|
41
|
|
|
$
|
319
|
|
|
$
|
—
|
|
|
$
|
360
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Parent Guarantor
|
|
Subsidiary Issuer
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Partnership
|
||||||||||
Cash flows from operating activities
|
$
|
1,441
|
|
|
$
|
388
|
|
|
$
|
2,886
|
|
|
$
|
(1,968
|
)
|
|
$
|
2,747
|
|
Cash flows from investing activities
|
(2,271
|
)
|
|
(1,815
|
)
|
|
(5,702
|
)
|
|
1,968
|
|
|
(7,820
|
)
|
|||||
Cash flows from financing activities
|
830
|
|
|
1,363
|
|
|
2,744
|
|
|
—
|
|
|
4,937
|
|
|||||
Change in cash
|
—
|
|
|
(64
|
)
|
|
(72
|
)
|
|
—
|
|
|
(136
|
)
|
|||||
Cash at beginning of period
|
—
|
|
|
101
|
|
|
562
|
|
|
—
|
|
|
663
|
|
|||||
Cash at end of period
|
$
|
—
|
|
|
$
|
37
|
|
|
$
|
490
|
|
|
$
|
—
|
|
|
$
|
527
|
|
(iv)
|
Lapse of Restrictions.
|
(d)
|
General.
|
(ii)
|
Limits on Transfer of Awards.
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
1,922
|
|
|
$
|
1,804
|
|
|
$
|
1,622
|
|
|
$
|
1,368
|
|
|
$
|
1,221
|
|
Capitalized interest
|
286
|
|
|
201
|
|
|
164
|
|
|
101
|
|
|
45
|
|
|||||
Interest expense included in rental expense
|
18
|
|
|
17
|
|
|
27
|
|
|
10
|
|
|
16
|
|
|||||
Distribution to the Series A Convertible Redeemable Preferred Units
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
6
|
|
|||||
Total fixed charges
|
2,226
|
|
|
2,022
|
|
|
1,816
|
|
|
1,482
|
|
|
1,288
|
|
|||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations before income taxes
|
710
|
|
|
204
|
|
|
900
|
|
|
1,339
|
|
|
411
|
|
|||||
Less: equity in earnings of affiliates
|
144
|
|
|
270
|
|
|
276
|
|
|
332
|
|
|
236
|
|
|||||
Total earnings
|
566
|
|
|
(66
|
)
|
|
624
|
|
|
1,007
|
|
|
175
|
|
|||||
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
2,226
|
|
|
2,022
|
|
|
1,816
|
|
|
1,482
|
|
|
1,288
|
|
|||||
Amortization of capitalized interest
|
24
|
|
|
3
|
|
|
(21
|
)
|
|
8
|
|
|
7
|
|
|||||
Distributed income of equity investees
|
297
|
|
|
268
|
|
|
409
|
|
|
291
|
|
|
236
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest capitalized
|
(286
|
)
|
|
(201
|
)
|
|
(164
|
)
|
|
(101
|
)
|
|
(45
|
)
|
|||||
Income available for fixed charges
|
$
|
2,827
|
|
|
$
|
2,026
|
|
|
$
|
2,664
|
|
|
$
|
2,687
|
|
|
$
|
1,661
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
1.27
|
|
|
1.00
|
|
|
1.47
|
|
|
1.81
|
|
|
1.29
|
|
Energy Transfer LNG Export, LLC, a Delaware limited liability company
|
Energy Transfer LNG Holdings, LLC, a Delaware limited liability company
|
Energy Transfer Partners GP, L.P., a Delaware limited partnership
|
Energy Transfer Partners, L.L.C., a Delaware limited liability company
|
Energy Transfer Partners, L.P., a Delaware limited partnership
|
ET Crude Oil Terminals, LLC, a Delaware limited liability company
|
ET LNG GP, LLC, a Delaware limited liability company
|
ET LNG LP, a Delaware limited partnership
|
ETC Illinois LLC, a Delaware limited liability company
|
ETE Common Holdings, LLC, a Delaware limited liability company
|
ETE Services Company, LLC, a Delaware limited liability company
|
ETP Acquisition Sub, LLC, a Delaware limited liability company
|
ETP Merger Sub A, LLC, a Delaware limited liability company
|
ETP Merger Sub B, LLC, a Delaware limited liability company
|
Lake Charles LNG Company, LLC, Delaware limited liability company
|
Lake Charles LNG Export Company, LLC, a Delaware limited liability company
|
LE GP, LLC, a Delaware limited liability company
|
Sunoco GP LLC, a Delaware limited liability company
|
Sunoco LP, a Delaware limited partnership
|
Sunoco Partners Lease Acquisition & Marketing LLC, a Delaware limited partnership
|
Sunoco Partners LLC, a Pennsylvania limited liability company
|
Advanced Diesel LLC, a Idaho limited liability company
|
Advanced Meter Solutions LLC, a Delaware limited liability company
|
Aqua-ETC Water Solutions, LLC, a Delaware limited liability company
|
Arguelles Pipeline S de R.L. DE C.V., a Mexico SRL
|
Atlantic Petroleum (Out) LLC, a Delaware limited liability company
|
Atlantic Petroleum Company LLC, a Delaware limited liability company
|
Atlantic Petroleum Delaware Company LLC, a Delaware limited liability company
|
Atlantic Pipeline (Out) L.P. Texas limited partnership
|
Atlantic Refining & Marketing, LLC, a Delaware limited liability company
|
Bakken Gathering LLC, a Delaware limited liability company
|
Bakken Holdings Company LLC, a Delaware limited liability company
|
Bakken Pipeline Investments LLC, a Delaware limited liability company
|
Bayou Bridge Pipeline, LLC, a Delaware limited liability company
|
Bayview Refining Company, LLC, a Delaware limited liability company
|
BBP Construction Management, LLC, a Delaware limited liability company
|
CDM Environmental & Technical Services LLC, a Delaware limited liability company
|
CDM Resource Management LLC, a Delaware limited liability company
|
Chalkley Gathering Company, LLC, a Texas limited liability company
|
Citrus Energy Services, Inc., a Delaware corporation
|
Citrus ETP Finance LLC, a Delaware limited liability company
|
Citrus, LLC, a Delaware limited liability company
|
Clean Air Action Corporation, a Delaware corporation
|
CMA Pipeline Partnership, LLC, a Texas limited liability company
|
Comanche Trail Pipeline, LLC, a Texas limited liability company
|
Connect Gas Pipeline LLC, a Delaware limited liability company
|
Consorcio Terminales LLC, a Delaware limited liability company
|
CrossCountry Citrus, LLC, a Delaware limited liability company
|
CrossCountry Energy, LLC, a Delaware limited liability company
|
Dakota Access Holdings LLC, a Delaware limited liability company
|
Dakota Access Truck Terminals, LLC, a Delaware limited liability company
|
Dakota Access, LLC, a Delaware limited liability company
|
DAPL-ETCO Construction Management, LLC, a Delaware limited liability company
|
DAPL-ETCO Operations Management, LLC, a Delaware limited liability company
|
Dulcet Acquisition LLC, a Delaware limited liability company
|
Eastern Gulf Crude Access, LLC, a Delaware limited liability company
|
Edwards Lime Gathering, LLC, a Delaware limited liability company
|
ELG Oil LLC, a Delaware limited liability company
|
ELG Utility LLC, a Delaware limited liability company
|
Energy Transfer Aviation LLC, a Delaware limited liability company
|
Energy Transfer, LP, a Delaware limited partnership
|
Energy Transfer Canada, LLC, a Delaware limited liability company
|
Energy Transfer Crude Oil Company, LLC, a Delaware limited liability company
|
Energy Transfer Data Center, LLC, a Delaware limited liability company
|
Energy Transfer Employee Management LLC, a Delaware limited liability company
|
Energy Transfer Fuel GP, LLC, a Delaware limited liability company
|
Energy Transfer Fuel, LP, a Delaware limited partnership
|
Energy Transfer Group, L.L.C., a Texas limited liability company
|
Energy Transfer International Holdings LLC, a Delaware limited liability company
|
Energy Transfer Interstate Holdings, LLC, a Delaware limited liability company
|
Energy Transfer LNG Export, LLC, a Delaware limited liability company
|
Energy Transfer Management Holdings, LLC, a Delaware limited liability company
|
Energy Transfer Mexicana, LLC, a Delaware limited liability company
|
Energy Transfer Rail Company, LLC, a Delaware limited liability company
|
Energy Transfer Retail Power, LLC, a Delaware limited liability company
|
Energy Transfer Technologies, Ltd., a Texas limited partnership
|
Energy Transfer Terminalling Company, LLC, a Delaware limited liability company
|
ET Company I, Ltd., a Texas limited partnership
|
ET Crude Oil Terminals, LLC, a Delaware limited partnership
|
ET Fuel Pipeline, L.P., a Delaware limited partnership
|
ET Rover Pipeline Canada, ULC, a BC, Canada unlimited liability company
|
ET Rover Pipeline LLC, a Delaware limited liability company
|
ETC Bayou Bridge Holdings, LLC, a Delaware limited liability company
|
ETC Compression, LLC, a Delaware limited liability company
|
ETC Endure Energy L.L.C., a Delaware limited liability company
|
ETC Energy Transfer, LLC, a Delaware limited liability company
|
ETC Fayetteville Express Pipeline, LLC, a Delaware limited liability company
|
ETC Fayetteville Operating Company, LLC, a Delaware limited liability company
|
ETC Field Services LLC, a Delaware limited liability company
|
ETC Gas Company, Ltd., a Texas limited partnership
|
ETC Gathering, LLC, a Texas limited liability company
|
ETC Hydrocarbons, LLC, a Texas limited liability company
|
ETC Illinois LLC, a Delaware limited liability company
|
ETC Intrastate Procurement Company, LLC, a Delaware limited liability company
|
ETC Interstate Procurement Company, LLC, a Delaware limited liability company
|
ETC Katy Pipeline, Ltd., a Texas limited partnership
|
ETC M-A Acquisition LLC, a Delaware limited liability company
|
ETC Marketing, Ltd., a Texas limited partnership
|
ETC Midcontinent Express Pipeline, L.L.C., a Delaware limited liability company
|
ETC New Mexico Pipeline, L. P., a New Mexico limited partnership
|
ETC NGL Marketing, LLC, a Texas limited liability company
|
ETC NGL Transport, LLC, a Texas limited liability company
|
ETC North Dakota Terminalling, LLC, a Delaware limited liability company
|
ETC Northeast Development, LLC, a West Virginia limited liability company
|
ETC Northeast Field Services LLC, a Delaware limited liability company
|
ETC Northeast Holdings, LLC, a Delaware limited liability company
|
ETC Northeast Midstream, LLC, a Delaware limited liability company
|
ETC Northeast Pipeline, LLC, a Delaware limited liability company
|
ETC Oasis GP, LLC a Texas limited liability company
|
ETC Oasis, L.P., a Delaware limited partnership
|
ETC Texas Pipeline, Ltd., a Texas limited partnership
|
ETC Tiger Pipeline, LLC, a Delaware limited liability company
|
ETC Tilden System LLC, a Delaware limited liability company
|
ETC Water Solutions, LLC, a Delaware limited liability company
|
ETCO Holdings LLC, a Delaware limited liability company
|
ETP Crude LLC, a Texas limited liability company
|
ETP Holdco Corporation, a Delaware corporation
|
ETP Retail Holdings, LLC, a Delaware limited liability company
|
Evergreen Assurance, LLC, a Delaware limited liability company
|
Evergreen Capital Holdings, LLC, a Delaware limited liability company
|
Evergreen Resources Group, LLC, a Delaware limited liability company
|
Explorer Pipeline Company, a Delaware corporation
|
Fayetteville Express Pipeline, LLC, a Delaware limited liability company
|
FEP Arkansas Pipeline, LLC, an Arkansas limited liability company
|
Fieldcrest Resources LLC, a Delaware limited liability company
|
Five Dawaco, LLC, a Texas limited liability company
|
Florida Gas Transmission Company, LLC, a Delaware limited liability company
|
FLST LLC, a Delaware limited liability company
|
FrontStreet Hugoton LLC, a Delaware limited liability company
|
Galveston Bay Gathering, LLC, a Texas limited liability company
|
Gulf States Transmission LLC, a Louisiana limited liability company
|
Helios Assurance Company, a Bermuda limited company
|
Heritage ETC GP, L.L.C., a Delaware limited liability company
|
Heritage ETC, L.P., a Delaware limited partnership
|
Heritage Holdings, Inc., a Delaware corporation
|
Houston Pipe Line Company LP, a Delaware limited partnership
|
HP Houston Holdings, L.P., a Delaware limited partnership
|
HPL Asset Holdings LP, a Delaware limited partnership
|
HPL Consolidation LP, a Delaware limited partnership
|
HPL GP, LLC, a Delaware limited liability company
|
HPL Holdings GP, L.L.C., a Delaware limited liability company
|
HPL Houston Pipe Line Company, LLC, a Delaware limited liability company
|
HPL Leaseco LP, a Delaware limited partnership
|
HPL Resources Company LP, a Delaware limited partnership
|
HPL Storage GP LLC, a Delaware limited liability company
|
Inland Corporation, an Ohio corporation
|
Jalisco Corporation, a California corporation
|
Japan Sun Oil Company, Ltd., a Japanese corporation
|
K Rail LLC, a Delaware limited liability company
|
Kanawha Rail LLC, a Delaware limited liability company
|
LA GP, LLC, a Texas limited liability company
|
La Grange Acquisition, L.P., a Texas limited partnership
|
LaGrange-ETCOP Operating Company, LLC, a Delaware limited liability company
|
Lake Charles Exports, LLC, a Delaware limited liability company
|
Lake Charles LNG Export Company, LLC, a Delaware limited liability company
|
Lavan Petroleum Company (LAPCO), an Iran, Islamic Republic corporation
|
Lee 8 Storage Partnership, a Delaware limited partnership
|
Lesley Company LLC, a Delaware limited liability company
|
LG PL, LLC, a Texas limited liability company
|
LGM, LLC, a Texas limited liability company
|
Liberty Pipeline Group, LLC, a Delaware limited liability company
|
Libre Insurance Company, Ltd., a Bermuda corporation
|
LJL, LLC, a West Virginia limited liability company
|
Loadout LLC, a Delaware limited liability company
|
Lobo Pipeline Company LLC, a Delaware limited liability company
|
Lone Star NGL Asset GP LLC, a Delaware limited liability company
|
Lone Star NGL Asset Holdings II LLC, a Delaware limited liability company
|
Lone Star NGL Asset Holdings LLC, a Delaware limited liability company
|
Lone Star NGL Development LP, a Delaware limited partnership
|
Lone Star NGL Fractionators LLC, a Delaware limited liability company
|
Lone Star NGL Hattiesburg LLC, a Delaware limited liability company
|
Lone Star NGL LLC, a Delaware limited liability company
|
Lone Star NGL Marketing LLC, a Delaware limited liability company
|
Lone Star NGL Mont Belvieu GP LLC, a Delaware limited liability company
|
Lone Star NGL Mont Belvieu Pipelines LLC, a Delaware limited liability company
|
Lone Star NGL Mont Belvieu LP, a Delaware limited partnership
|
Lone Star NGL Pipeline LP, a Delaware limited partnership
|
Lone Star NGL Product Services LLC, a Delaware limited liability company
|
Lone Star NGL Refinery Services LLC, a Delaware limited liability company
|
Lone Star NGL Sea Robin LLC, a Delaware limited liability company
|
Lugrasa, S.A., a Panama corporation
|
Mascot, Inc. (MA), a Massachusetts corporation
|
Materials Handling Solutions LLC, a Delaware limited liability company
|
Mi Vida JV LLC, a Delaware limited liability company
|
Midcontinent Express Pipeline LLC, a Delaware limited liability company
|
Mid-Continent Pipe Line (Out) LLC, a Texas limited liability company
|
Midstream Gas Services, LLC, a Texas limited liability company
|
Midstream Logistics LLC, a Delaware limited liability company
|
Mid-Valley Pipeline Company, an Ohio corporation
|
Midwest Connector Capital Company LLC, a Delaware limited liability company
|
Oasis Partner Company, a Delaware corporation
|
Oasis Pipe Line Company Texas L.P., a Texas limited partnership
|
Oasis Pipe Line Company, a Delaware corporation
|
Oasis Pipe Line Finance Company, a Delaware corporation
|
Oasis Pipe Line Management Company, a Delaware corporation
|
Oasis Pipeline, LP, a Texas limited partnership
|
Ohio River System LLC, a Delaware limited liability company
|
Oil Casualty Insurance, Ltd., a Bermuda Limited Company
|
Oil Insurance Limited, Bermuda limited company
|
Orbit Gulf Coast NGL Exports, LLC, a Delaware limited liability company
|
Pacific Ethanol Central, LLC, a Delaware limited liability company
|
Pan Gas Storage LLC , a Delaware limited liability company
|
Panhandle Eastern Pipe Line Company, LP, a Delaware limited partnership
|
Panhandle Energy LNG Services, LLC, a Delaware limited liability company
|
Panhandle Storage LLC, a Delaware limited liability company
|
PEI Power Corporation, a Pennsylvania corporation
|
PEI Power II, LLC, a Pennsylvania corporation
|
Pelico Pipeline, LLC, a Delaware limited liability company
|
Penn Virginia Operating Co., LLC, a Delaware limited liability company
|
PennTex Midstream GP, LLC, a Delaware limited liability company
|
PennTex Midstream Operating, LLC, a Delaware limited liability company
|
PennTex Midstream Partners, LLC, a Delaware limited liability company
|
PennTex Midstream Partners, LP, a Delaware limited partnership
|
PennTex NLA Holdings, LLC, a Delaware limited liability company
|
PennTex North Louisiana Operating 3, LLC, a Delaware limited liability company
|
PennTex North Louisiana, LLC, a Delaware limited liability company
|
Permian Express Partners LLC, a Delaware limited liability company
|
Permian Express Partners Operating LLC, a Texas limited liability company
|
Permian Express Terminal LLC, a Delaware limited liability company
|
PES Equity Holdings, LLC, a Delaware limited liability company
|
PES Holdings, LLC, a Delaware limited liability company
|
PG Energy, Inc., a Pennsylvania corporation
|
Philadelphia Energy Solutions LLC, a Delaware limited liability company
|
Philadelphia Energy Solutions Refining and Marketing LLC, a Delaware limited liability company
|
Price River Terminal, LLC, a Texas limited liability company
|
Puerto Rico Sun Oil Company LLC, a Delaware limited liability company
|
PVR Midstream JV Holdings LLC, a Delaware limited liability company
|
Ranch Westex JV LLC, a Delaware limited liability company
|
Red Bluff Express Pipeline, LLC, a Delaware limited liability company
|
Regency Crude Marketing LLC, a Delaware limited liability company
|
Regency Employees Management Holdings LLC, a Delaware limited liability company
|
Regency Energy Finance Corp., a Delaware corporation
|
Regency Energy Partners LP, a Delaware limited partnership
|
Regency ERCP LLC, a Delaware limited liability company
|
Regency Gas Services LP, a Delaware limited partnership
|
Regency GOM LLC, a Texas limited liability company
|
Regency GP LLC, a Delaware limited liability company
|
Regency GP LP, a Delaware limited partnership
|
Regency Haynesville Intrastate Gas LLC, a Delaware limited liability company
|
Regency Hydrocarbons LLC, an Oklahoma limited liability company
|
Regency Intrastate Gas LP, a Delaware limited partnership
|
Regency Laverne LLC, an Oklahoma limited liability company
|
Regency Liquids Pipeline LLC, a Delaware limited liability company
|
Regency Marcellus Gas Gathering LLC, a Delaware limited liability company
|
Regency Mi Vida LLC, a Delaware limited liability company
|
Regency NEPA Gas Gathering LLC, a Texas limited liability company
|
Regency OLP GP LLC, a Delaware limited liability company
|
Regency Pipeline LLC, a Delaware limited liability company
|
Regency Quitman Gathering LLC, a Delaware limited liability company
|
Regency Ranch JV LLC, a Delaware limited liability company
|
Regency Texas Pipeline LLC, a Delaware limited liability company
|
Regency Utica Gas Gathering LLC, a Delaware limited liability company
|
Regency Utica Holdco LLC, a Delaware limited liability company
|
Regency Vaughn Gathering LLC, a Texas limited liability company
|
RGP Marketing LLC, a Texas limited liability company
|
RGP Westex Gathering Inc., a Texas corporation
|
RIGS GP LLC, a Delaware limited liability company
|
RIGS Haynesville Partnership Co., a Delaware partnership
|
Rover Pipeline LLC, a Delaware limited liability company
|
RSS Water Services LLC, a Delaware limited liability company
|
Sea Robin Pipeline Company, LLC , a Delaware limited liability company
|
SEC Energy Products & Services, L.P., a Texas limited partnership
|
SEC Energy Realty GP, LLC, a Texas limited liability company
|
SEC General Holdings, LLC, a Texas limited liability company
|
SEC-EP Realty Ltd., a Texas limited partnership
|
Southern Union Gas Company, Inc., a Texas corporation
|
Southern Union Panhandle LLC, a Delaware limited liability company
|
SU Gas Services Operating Company, Inc., a Delaware corporation
|
SU Holding Company, Inc., a Delaware corporation
|
SUG Holding Company, LLC, a Delaware limited liability company
|
Sun Alternate Energy Corporation, a Delaware corporation
|
Sun Atlantic Refining and Marketing B.V., a Netherlands other
|
Sun Atlantic Refining and Marketing B.V., LLC, a Delaware limited liability company
|
Sun Atlantic Refining and Marketing Company, LLC, a Delaware limited liability company
|
Sun Canada, Inc., a Delaware corporation
|
Sun Company, Inc., a Delaware corporation
|
Sun Company, Inc., a Pennsylvania corporation
|
Sun International Limited, a Bermuda corporation
|
Sun Lubricants and Specialty Products Inc., a Quebec corporation
|
Sun Mexico One, Inc., a Delaware corporation
|
Sun Mexico Two, Inc., a Delaware corporation
|
Sun Oil Company, a Delaware corporation
|
Sun Oil Export Company, a Delaware corporation
|
Sun Oil International, Inc., a Delaware corporation
|
Sun Petrochemicals LLC, a Delaware corporation
|
Sun Pipe Line Company of Delaware LLC, a Delaware limited liability company
|
Sun Pipe Line Company, LLC, a Texas limited liability company
|
Sun Pipe Line Delaware (Out) LLC, a Delaware limited liability company
|
Sun Refining and Marketing Company, a Delaware corporation
|
Sun Services Corporation, a Pennsylvania corporation
|
Sun Transport, LLC, a Pennsylvania limited liability company
|
Suncrest Resources LLC, a Delaware limited liability company
|
Sun-Del Pipeline LLC, a Delaware limited liability company
|
Sun-Del Services, Inc., a Delaware corporation
|
Sunoco (R&M), LLC, a Pennsylvania limited liability company
|
Sunoco de Mexico, S.A. de C.V., a Mexico Corporation
|
Sunoco Logistics Partners GP LLC, a Delaware limited liability company
|
Sunoco Logistics Partners Operations GP LLC, a Delaware limited liability company
|
Sunoco Logistics Partners Operations L.P., a Delaware limited partnership
|
Sunoco Midland Gathering LLC, a Texas limited liability company
|
Sunoco Midland Terminal LLC, a Texas limited liability company
|
Sunoco Overseas, Inc., a Delaware corporation
|
Sunoco Partners Marketing & Terminals L.P., a Texas limited partnership
|
Sunoco Partners NGL Facilities LLC, a Delaware limited liability company
|
Sunoco Partners Operating LLC, a Delaware limited liability company
|
Sunoco Partners Real Estate Acquisition LLC, a Delaware limited liability company
|
Sunoco Partners Rockies LLC, a Delaware limited liability company
|
Sunoco Pipeline Acquisition LLC, a Delaware limited liability company
|
Sunoco Pipeline L.P., a Texas limited partnership
|
Sunoco Power Marketing L.L.C., a Pennsylvania limited liability company
|
Sunoco Receivables Corporation, Inc., a Delaware corporation
|
Sunoco, Inc., a Pennsylvania corporation
|
Sweeney Gathering, L.P., a Texas limited liability company
|
SXL Acquisition Sub LLC, a Delaware limited liability company
|
TETC, LLC, a Texas limited liability company
|
Texas Energy Transfer Company, Ltd., a Texas limited partnership
|
Texas Energy Transfer Power, LLC, a Texas limited liability company
|
The New Claymont Investment Company, a Delaware corporation
|
The Energy Transfer/Sunoco Foundation, a Pennsylvania non-profit corporation
|
Toney Fork LLC, a Delaware limited liability company
|
Trade Star, LLC, a Idaho limited liability company
|
Trade Star Holdings, LLC, a Delaware limited liability company
|
Trade Star Leasing LLC, a Idaho limited liability company
|
Trade Star Properties LLC, a Idaho limited liability company
|
Trade Star Willston, LLC, a Idaho limited liability company
|
Trans-Pecos Pipeline, LLC, a Texas limited liability company
|
Transwestern Pipeline Company, LLC, a Delaware limited liability company
|
Trunkline Field Services LLC, a Delaware limited liability company
|
Trunkline Gas Company, LLC, a Delaware limited liability company
|
Trunkline LNG Holdings LLC, a Delaware limited liability company
|
Venezoil, C.A., a Venezuela other
|
Vista Mar Pipeline, LLC, a Texas limited liability company
|
Waha Express Pipeline, LLC, a Delaware limited liability company
|
West Shore Pipe Line Company, a Delaware corporation
|
West Texas Gathering Company, a Delaware corporation
|
West Texas Gulf Pipe Line Company, a Delaware corporation
|
Westex Energy LLC, a Delaware limited liability company
|
WGP-KHC, LLC, a Delaware limited liability company
|
Whiskey Bay Gathering Company, LLC, a Delaware limited liability company
|
Wolverine Pipe Line Company, a Delaware corporation
|
Yellowstone Pipe Line Company, a Delaware corporation
|
Allied Energy Company LLC, an Alabama limited liability company
|
Aloha Petroleum LLC, a Delaware limited liability company
|
Aloha Petroleum, Ltd., a Hawaii Corporation
|
Applied Petroleum Technologies, Ltd., a Texas limited partnership
|
APT Management Company, LLC, a Texas limited liability company
|
C&G Investments, LLC, a Delaware limited liability company
|
Corpus Christie Reimco, LLC, a Texas limited liability company
|
Direct Fuels LLC, a Delaware limited liability company
|
GoPetro Transport LLC, a Texas limited liability company
|
MACS Retail LLC, a Virginia limited liability company
|
Mid-Atlantic Convenience Stores, LLC, a Delaware limited liability company
|
Quick Stuff of Texas, Inc., a Texas Corporation
|
SCL GP Interests LLC, a Delaware limited liability company
|
SSP BevCo I LLC, a Texas limited liability company
|
SSP BevCo II LLC, a Texas limited liability company
|
SSP Beverage, LLC, a Texas limited liability company
|
Stripes Acquisition LLC, a Texas limited liability company
|
Stripes Holdings LLC, a Delaware limited liability company
|
Stripes LLC, a Texas limited liability company
|
Stripes No. 1009 LLC, a Texas limited liability company
|
Sunmarks, LLC, a Delaware limited liability company
|
Sunoco Finance Corp., a Delaware corporation
|
Sunoco Retail LLC, a Pennsylvania limited liability company
|
Sunoco, LLC, a Delaware limited liability company
|
Susser Company, Ltd., a Texas limited partnership
|
Susser Finance Corporation, a Delaware corporation
|
Susser Financial Services LLC, a Delaware limited liability company
|
Susser Holdings Corporation, a Delaware corporation
|
Susser Holdings, L.L.C., a Delaware limited liability company
|
Susser Petroleum Company LLC, a Texas limited liability company
|
Susser Petroleum Property Company LLC, a Delaware limited liability company
|
TCFS Holdings, Inc. a Texas corporation
|
TND Beverage, LLC, a Texas limited liability company
|
Town & Country Food Stores, Inc., a Texas corporation
|
1.
|
I have reviewed this annual report on Form 10-K of Energy Transfer Equity, L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ John W. McReynolds
|
John W. McReynolds
|
President
|
1.
|
I have reviewed this annual report on Form 10-K of Energy Transfer Equity, L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Thomas E. Long
|
Thomas E. Long
|
Group Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
/s/ John W. McReynolds
|
John W. McReynolds
President
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
/s/ Thomas E. Long
|
Thomas E. Long
Group Chief Financial Officer
|